Section 1. Name - The name of the organization shall be the ASSOCIATION SOCIETIES ALLIANCE (The Alliance).
Section 2. Office - The office of The Alliance shall be located at the office of the Secretary-Treasurer. The Council shall have such other offices as may be designated by the Executive Committee.
Article II - Purpose
Section 1. Purpose - The purpose of The Alliance shall be to provide opportunities for liaison and cooperation between association society executives for the purpose of sharing information, learning from the experience of others, improving the management quality provided to association executive organizations, to provide liaison with ASAE on issues of mutual interest, and to represent association society executives in forums requiring that representation.
Article III - Membership
Section 1. Regular (Voting) Membership - Voting membership in The Alliance shall be open to a local, regional, multi-state, independent, autonomous society of association executives. Each association shall name one member to represent the organization and shall cast one vote on behalf of the association.
The association representative may be a chief staff executive, a full-time or part-time employee of a society of association executives or an account executive or partner of an association management company who is employed to manage the affairs of a society of association executives, or the chief volunteer executive of a volunteer managed association society. This shall not include executives of affinity groups of intra-industry organizations, i.e. the American Association of Medical Society Executives, etc.
Section 2. Honorary Membership - Honorary membership may be bestowed by the Executive Committee upon those individuals who are not eligible for membership in The Alliance but have made outstanding contributions to the growth and advancement of the association society executive profession. Honorary members do not have the obligations or privileges available to regular members. Criteria and implementation shall be determined by the Executive Committee.
Section 3. Application for Membership - All applicants for membership shall complete and sign the form of application provided by The Alliance and submit the application to the Secretary-Treasurer.
Section 4. Admission of Members - Admission of all applicants shall be by a majority vote of those present and voting at any meeting of the Executive Committee.
Section 5. Duration of Membership - Membership in The Alliance may terminate by voluntary withdrawal or upon the departure of the member from management duties of the employing society. The Executive Committee shall automatically transfer the membership to the newly designated chief staff executive for said society.
Section 6. Suspension and Expulsion - Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws or any lawful rule or practice duly adopted by The Alliance, or any other conduct prejudicial to the interests of The Alliance. Suspension or expulsion shall be by a two-thirds vote of the Executive Committee, provided that a statement of the charges have been mailed by certified or registered mail to the last address of the member at least fifteen days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Executive Committee at which the charges shall be considered. The member shall have the opportunity to appear in person and/or be represented by legal counsel to present any defense to such charges before action is taken by the Executive Committee.
Article IV - Dues
Section 1. Amount - The annual dues for each member of The Alliance shall be determined annually by the Executive Committee.
Section 2. Non-payment of dues - Members who fail to pay their dues within thirty days from the time in which they become due shall be so notified by the Secretary-Treasurer, and if payment is not made within the succeeding thirty days, shall, without notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Executive Committee may prescribe procedures for extending the time for payment of dues and continuation of membership privileges of a member for good cause shown.
Section 3. Refunds - No dues or fees shall be refunded to any person whose membership terminates for any reason after the passage of the first 60 days of the fiscal year.
Article V - Meetings
Section 1. Annual Meeting - The annual meeting of The Alliance will be held at a time an place to be determined by The Executive Committee.
Section 2. Other Meetings - Other meetings of The Alliance may be held at times and places as designated by the Executive Committee.
Section 3. Special Meetings - Special meetings of The Alliance may be called by the Executive Committee at any time; or shall be called by the President upon receipt of a written request signed by at least 25% of the regular members, within 30 days after filing such a request with the Secretary-Treasurer. The business to be transacted at any special meeting shall be stated in the notice thereof; and no other business may be conducted at that meeting.
Section 4. Notice of Meetings - Written notice of any meeting of The Alliance shall be e- mailed to the last known address of each member not less than thirty days prior to the date of the meeting.
Section 5. Voting By E-Mail - Proposals to be offered to the members for an e-mail vote shall first be approved by the Executive Committee. On any e-mail vote, no less than twenty-five (25%) percent of all regular members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.
Section 6. Voting - At all meetings of The Alliance each regular member shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided by these bylaws, a majority vote of those regular members present and voting shall govern.
Section 7. Quorum of Members - At an annual, special or other meeting of the members, a quorum shall consist of one-fourth (25%) of the members eligible to vote.
Section 8. Rules of Order - The meetings and proceedings of The Alliance shall be regulated and controlled by Robert's Rules of Order (most recent edition) for parliamentary procedure, except as may be otherwise provided by these bylaws or by law.
Article VI - Executive Committee
Section 1. Authority - The Executive Committee shall have supervision, control and direction of the affairs of The Alliance, shall determine its policies or changes therein within the limits of these bylaws, shall actively pursue its purposes and shall have direction in the disbursement of its funds. It may adopt such regulation for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 2. Composition - The Executive Committee shall consist of the Chair, Chair-Elect, Vice Chair, Secretary-Treasurer, and the Immediate Past Chair.
Section 3. Vacancies - Removal - Vacancies in elected office may be filled for the balance of the term thereof by the Executive Committee at any meeting. The Executive Committee, in its discretion, by a quorum of all its members, may remove any elected officer for cause deemed appropriate by the Executive Committee.
Section 4. Manner of Election and Term - Officers shall be elected as set forth in these bylaws and shall take office at the annual meeting.
Section 5. Nomination - Nominations for Chair-Elect, Vice Chair, and Secretary-Treasurer shall be made at the annual meeting.
Section 6. Quorum of the Committee - At any meeting of the Executive Committee, no less than four (4) members of the committee shall constitute a quorum for the transaction of any business of The Alliance and any such business thus transacted shall be valid providing it is affirmatively passed upon a majority of those present, unless a higher vote is required by these bylaws or by law.
Section 7. Meetings of the Committee - Regular meetings of the Executive Committee shall be held as needed. Official meeting of the Executive Committee shall be announced to The Alliance membership prior to the meeting.
Section 8. Compensation - Elected officers shall not receive any compensation for their service.
Article VII - Officers
Section 1. President - The Chair shall serve as the Chairman of the Executive Committee. He/She shall also serve as a member, ex-officio, with right to vote, on all committees. He/She shall make all required appointments to committees with the approval of the Executive Committee. He/She shall perform such other duties as are necessarily incident to the office of Chair or as may be prescribed by the Executive Committee.
Section 2. Chair-Elect - The Chair-Elect shall succeed to the Chairmanship. The Chair-Elect shall perform such duties as are delegated (or assigned) by the Chair or the Executive Committee, and shall perform the duties of the Chair in the event that individual is unable to serve.
Section 3. Vice Chair- The Vice Chair shall perform those duties as delegated by the Chair or the Executive Committee.
Section 4. Secretary-Treasurer - The Secretary-Treasurer shall keep an account of all monies received and expended for the use of The Council, and shall make disbursements authorized by the Executive Committee. All sums received shall be deposited in the bank or banks or trust companies, approved by the Executive Committee, and the Secretary-Treasurer shall make a report at the Annual Meeting or when called upon by the Chair. The funds, books and vouchers in the Secretary-Treasurer's hands shall be subject to verification and inspection by the members. The Secretary-Treasurer shall perform such other duties as are usual for such office and as may be specified by the Executive Committee.
Section 5. Immediate Past Chair - The Immediate Past Chair shall automatically serve on the Executive Committee for a one-year term following his/her term as Chair. The Immediate Past Chair shall perform such duties as may be assigned by the Chair or the Executive Committee.
Section 6. Qualification for Office - Any regular member is good standing shall be eligible for nomination and election to any elective office of The Alliance.
Section 7. Term of Office - Each officer elected at the Annual Meeting shall take office at said Annual Meeting, and shall serve for a term of one year or until his successor is duly elected and qualified. Each elected officer shall serve concurrently as a member of the Executive Committee.
Section 8. Voting by E-Mail - Action taken by e-mail ballot of the Executive Committee, in which at least a majority of such officers, indicate themselves in agreement, shall constitute a valid action of the Executive Committee, if reported at the next regular meeting of such Executive Committee.
Article VIII - Committees
Section 1. Committees - The Chair, with the approval of the Executive Committee, shall appoint committees, sub-committees or task forces as are necessary and which are not in conflict with other provisions of these bylaws, and the duties of any such committees shall be prescribed by the Executive Committee upon their appointment.
Article IX - Miscellaneous
Section 1. Fiscal Year - The fiscal year shall commence on the first day of July and shall end on the 30th day of June.
Section 2. Seal - The Alliance shall have a seal of such design as the Executive Committee may adopt.
Section 3. Dissolution - The Alliance shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure, or be distributed to the members of The Alliance. On dissolution of The Council, any funds remaining shall be distributed to a charitable organization (a 501(c)(3) organization) as agreed to by the majority of membership in The Alliance.
Section 4. Indemnification - The Alliance shall have the power and authority to indemnify and hold harmless to the full extent permitted by law any person who is or was an officer or agent of The Alliance or who is or was serving at the request of The Alliance as an officer or agent of another corporation, partnership, joint venture, trust or other enterprise. In addition, The Alliance may purchase and maintain insurance on behalf of any person who is or was an officer or agent of The Alliance or who is or was serving at the request of The Alliance as an officer, agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether The Alliance would have the power to indemnify him or her against such liability.
Article X - Amendments
Section 1. Amendments - These bylaws may be amended or repealed by a two-thirds vote of the regular members present at any meeting of The Alliance duly called and held, and the nature of such proposed changes having been sent in writing to the members ten days before such meetings or by two-thirds vote of the regular members voting by mail ballot. Amendments may be proposed by the Executive Committee on its own initiative or upon petition of 10% of the regular members addressed to the Executive Committee. All such proposed amendments shall be presented by the Executive Committee to the membership with or without recommendation.
