Generic Bylaws of an Association
I. Name. The name of the Association shall be .
(Name of Association)
II. Principle Office. The principal office of the Association shall be at ,
(Street Address)
. The Association may have such other offices as may from
(City, County, State, Zip Code)
time to time be designated by its members or its Executive Committee.
III. Membership
A. Active Membership. Any person who
(Describe Qualifications)
is eligible to become an active member of the Association, with full voting and other
privileges, if qualified under such rules as the Membership Committee may provide.
B. Associate Membership. Any person in any way interested in the activities of the
Association may be admitted as an associate, subscribing, or honorary member under
such terms and with such privileges as the Membership Committee may determine.
C. Voting. Each active member shall be entitled to one vote in the affairs of the
Association.
D. Duration of Membership. Membership in the Association may terminate by
voluntary withdrawal as provided in these Bylaws. All rights, privileges, and interest of a
member in or to the Association shall cease on termination of membership. Memberships
shall be nontransferable. Any member may, by giving written notice of such intention,
withdraw from membership. Withdrawals shall be effective on fulfillment of all
obligations to the date of withdrawal.
E. Suspension and Expulsion. If, in a written and signed communication addressed
to the Membership Committee, any member of the Association shall be charged with
conduct detrimental to the objects or interests of the Association or in violation of its
Articles of Association, Bylaws, Code of Ethics, or Rules and Regulations, the
Membership Committee shall consider the matter and if it shall decide to take further
action, the Secretary shall send a copy of the charges to the accused member, who shall
be given adequate time to reply, after which the Membership Committee shall take such
further action as it may deem proper. If members of the Membership
(Number)
Committee, after a fair and impartial hearing on due notice to the accused member, shall
be satisfied of the truth of the charges, the Membership Committee may request the
offending member to resign or may suspend or expel the member. Such notice shall be
given by the Secretary by registered or certified mail to the accused member at member's
last-known address at least days before the hearing, Should said member
(Number)
Generic Bylaws of an Association Page 1 of 7
elect not to resign on such request, his or her name shall be stricken from the rolls by the
Membership Committee.
IV. Entrance Fee and Dues.
A. Entrance Fee. The entrance fee for membership in the Association shall be
$ .
B. Amount of Dues. The annual dues required for membership in the Association
shall be determined by the vote of the active members, on recommendation of the
Membership Committee. Dues may be varied from year to year, but shall be the same for
all active members. Dues for associate members shall also be determined by a vote of the
active membership, on recommendations of, and in classifications suggested by, the
Membership Committee.
V. Meetings.
A. Annual Meeting. There shall be an annual meeting of the Association during the
month of , each year, unless otherwise ordered by the
(Name)
Executive Committee, for election of officers, receiving reports, and the transaction of
other business. Meetings shall be open to active and associate members. Notice of such
meetings, issued by the Secretary, shall be mailed to the last recorded address of each
member at least days before the time appointed for the meeting.
(Number)
B. Quorum. A majority of the active members of the Association, when present at
any meeting, shall constitute a quorum, and in case there is less than this number, the
presiding officer may adjourn from time to time until a quorum is present.
C. Order of Business. The order of business at the annual meetings shall be as
follows:
1. Call to order.
2. Reading of minutes of previous meeting.
3. Receiving communications.
4. Reports of officers.
5. Reports of Committee heads and Committee members.
6. Unfinished business.
7. New business.
8. Election of officers.
9. Adjournment.
Generic Bylaws of an Association Page 2 of 7
The order of business may be altered or suspended at any meeting by a majority vote of
the members present. The usual parliamentary rules as laid down in the latest edition of
Robert's Rules of Order shall govern, when not in conflict with these Bylaws.
D. Special Meetings. Special meetings of the Association may be called at any time
by the President, and must be called at any time by the President or in the President's
absence by the Vice President or Secretary, on the written request of a majority of the
Executive Committee, or on the written request of not less than members of
(Number)
the Association. days' notice of any special meeting must be given
( Text Number)
to the members of the Association, and the notice must state the object of the meeting.
VI. Officers.
A. Elective Officers. The elective officers of the Association shall be a President, a
Vice President, a Secretary, and a Treasurer. Other offices and officers may be
established and appointed by the active members of the Association at the regular annual
meeting.
B. Terms. The President, the Secretary, and the Treasurer shall take office
immediately upon their election, and shall serve for a term of one year and until
successors are duly elected. Officers are eligible for reelection. Vacancies in any office
may be filled for the balance of the term of such office by the Executive Committee.
C. President. The President shall be the chief officer of the organization, and shall
be present at meetings of the Association and of the Executive Committee. The President
shall be a member ex officio of all Committees. The President shall communicate to the
Association such matters and make such suggestions as may in the President's opinion
tend to promote the welfare and increase the usefulness of the Association, and shall
perform such other duties as are necessarily incident to the office.
D. Vice President. The Vice President shall perform all duties of the President
during the absence of the President. The Vice President shall be a member ex officio of
all Committees.
E. Treasurer. The Treasurer shall keep an account of all moneys received and
expended for use of the Association, and shall make disbursements authorized by the
Executive Committee or such other persons as the active Association members may
prescribe. All sums received shall be deposited by the Treasurer in the bank or banks
approved by the Executive Committee, and the Treasurer shall make a report at the
annual meeting or when called upon by the President. Funds may be drawn only on the
signature of the Treasurer. The duties of the Treasurer, under the approval of the
membership, may be delegated to an Assistant Treasurer. The funds, books, and vouchers
in the hands of the Treasurer shall, with the exception of confidential reports submitted
by members, at all times be subject to verification and inspection of the elective officers
Generic Bylaws of an Association Page 3 of 7
of the Association. At the expiration of the Treasurer's term of office, he or she shall
deliver to his or her successor all books, money, and any other property of the
Association currently in the Treasurer's possession.
F. Secretary. The administration and management of the Association shall
be vested in the Secretary. The Secretary shall direct the activities of the Association and
perform such other duties as may be defined by the Executive Committee. It shall be the
duty of the Secretary:
1. To give notice of and attend all meetings of the Association and all
Committees and to make provision for the keeping of a record of proceedings.
2. To conduct correspondence and to carry into execution all orders, votes,
and resolutions not otherwise committed.
3. To keep a list of the members of the Association.
4. To establish machinery for the collection of dues and their payment to the
Treasurer.
5. To keep records of any agents retained by the Association, and to take
charge of and supervise the performance by such agents of their duties.
6. To prepare, with the concurrence of the Treasurer, an annual report of the
transactions and condition of the Association, and generally to act in the best
interests of the Association.
XI. Elections.
A. Officers. The election of Association officers shall take place annually at the time
and place of the regular annual meeting. O nly active members shall be entitled to
vote and eligible for office. Candidates who receive a majority of votes so cast
shall be elected.
B. Members of Executive Committee. At the annual meeting next held after the
adoption of these Bylaws, there shall be elected by vote three members of the Executive
Committee, one of whom shall be elected for a term of one year, one of whom shall be
elected for a term of two years, and one of whom shall be elected for a term of three
years. At each subsequent annual meeting, a number of Executive Committee members
equal to that of those whose terms have expired or are about to expire shall be elected for
a term of three years. Any member shall be eligible for reelection. The members of the
Executive Committee shall, on election, immediately enter on the performance of their
duties and shall continue in office until their successors are duly elected.
Generic Bylaws of an Association Page 4 of 7
VIII. Committees.
A. Standing Committees. The Association shall have at least two standing
Committees: an Executive Committee of three persons, and a Membership Committee of
persons. Additional standing Committees may be established by a vote of
(Number)
the active membership. Members of these Committees shall be elected at the annual
Association meeting. Each standing Committee shall have a chairperson, who shall be
responsible for directing and coordinating the affairs of the Committee. Vacancies that
occur on any Committee by reason of death, resignation, or otherwise, may be filled by
the remaining members for the unexpired term.
B. Executive Committee. The Executive Committee shall have supervision, control,
and direction of the affairs of the Association, shall execute the policies and decisions of
the membership, shall actively prosecute the Association's objects, and shall have
discretion in the disbursement of funds. It may adopt such rules for the conduct of its
business as shall be deemed advisable, and may, in the execution of powers granted,
appoint subcommittees or agents to work on specific problems or reports. The Executive
Committee shall have a regular meeting at the time and place of the annual meeting, and
shall report to the membership on its activities. It shall meet on the call of the President or
Secretary. It shall also meet on demand of a majority of the active members of the
Association.
C. Membership Committee. The Membership Committee shall determine those
qualifications required for active membership in the Association. It shall also determine
those qualifications required for associate, subscribing, or honorary membership, and the
terms and privileges of membership. It shall make recommendations as to the imposition
and amount of dues to be paid by active and associate members, and the time for
payment. The Membership Committee shall report on matters of interest at annual
meetings of the Association.
IX. Mail Vote. When, in the judgment of the Executive Committee, any question shall arise
that should be put to a vote of the active membership, and when it deems it inexpedient to call a
special meeting for that purpose, it may, unless otherwise required by these Bylaws, submit the
matter to the membership in writing by mail for decision, and the question thus presented shall
be determined according to a majority of the votes received by mail within
(Number of Weeks)
weeks after such submission to the membership, provided that, in each case, votes of at least
of the members shall be received. Action taken in this manner shall be as
(Fraction of Members)
effective as action taken at a duly called meeting.
X. Amendments. These Bylaws may be amended, repealed, or altered, in whole or in part,
by a vote at any duly organized meeting of the Association.
(e.g., (two-thirds majority)
Generic Bylaws of an Association Page 5 of 7
XI. Liabilities. Nothing in these Bylaws shall constitute members of the Association
as partners for any purpose. No member, officer, agent, or employee shall be liable for the acts or
failure to act of any other member, officer, agent, or employee of the Association. Nor shall any
member, officer, agent, or employee be liable for his or her acts or failure to act under these
Bylaws, excepting only acts or omissions arising out of his or her willful misfeasance.
XII. Funds.
A. Finances. This Association is not intended as a profit-making organization, nor is
it founded with the expectation of making a profit. The Association shall use its funds
only for objects and purposes specified in these Bylaws.
B. Bonding. Persons entrusted with the handling of Association funds may be
required, at the discretion of the Executive Committee, to furnish, at Association expense,
a suitable fidelity bond.
XIII. Insignia. The Executive Committee may adopt insignia, colors, badges, and flags for the
Association as it deems desirable.
XIV. Dissolution. The Association may be dissolved by the vote of a
(e.g., (two-thirds majority)
ma jority of its members. In the event of dissolution, the property of the Association shall be
distributed as follows: .
(Describe Distribution)
* * * * *
Certificate of Adoption of Bylaws
The undersigned certifies that:
1. He is the duly elected and acting Secretary of ,
(Name of Association)
a unincorporated association, duly organized and existing under the laws of .
(Name of State)
2. The Bylaws set forth above, comprising pages, constitute the original
(Number)
Bylaws of the Association as duly adopted at the first meeting of the members duly held on
.
(Date of Meeting)
Generic Bylaws of an Association Page 6 of 7
The undersigned has subscribed his name and affixed the seal of the Association on .
(Date)
By:
(Signature of Secretary)
(Printed Name of Secretary)
SEAL
Generic Bylaws of an Association Page 7 of 7