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ASA Bylaws

As of: September 15, 2017

 

Article I: Name

Section 1. The name or title by which this association shall be known is the “American Subcontractors Association, Inc.” or in short form “ASA” or the “Association.” The “American Subcontractors Association” is incorporated under the laws of the District of Columbia.

 

Article II: Purpose and Objectives

Section 1. To foster, promote, encourage and develop the best interests of subcontractors, specialty contractors and material suppliers in the construction industry.

 

Section 2. To provide educational opportunities for members that relate to the conduct of their business and the construction industry.

 

Section 3. To seek the reform of abuses relating to subcontractors, specialty contractors and material suppliers in the construction industry; to seek freedom from unjust or unlawful exaction; to disseminate accurate and reliable information with respect to the construction industry.

 

Section 4. To promote the establishment of local organizations of subcontractors and specialty contractors for the purpose of affiliating with ASA.

 

Section 5. To deal with trade and promotion issues of construction subcontractors and specialty contractors and to cooperate with other associations representing subcontractors and specialty contractors.

 

Section 6. To cooperate with contractors, construction managers, architects, engineers, owners and other segments of the construction industry and their associations in all lawful matters of interest to the construction industry.

 

Section 7. To do any and all other lawful acts to help the construction industry better serve construction users, to promote the expansion of all construction and to promote any other legitimate common interests of the members.

 

Section 8. To provide methods and means to coordinate and unify the activities of the chartered chapters and state organizations by using the combination of effort available through the Association.

 

Section 9. To comply fully with the federal antitrust laws and antitrust statutes enacted by the states.

 

Article III: Membership

Section 1. Regular Member. Any person, firm or corporation that in the normal course of business furnishes subcontract labor and/or materials to the construction industry or provides a service to such subcontractors or material suppliers is eligible for regular membership in the Association. Such an entity shall be considered a regular member when its dues are fully paid in accordance with these bylaws and under procedures established by the Board of Directors. Architects, engineers, general contractors, construction managers and construction owners are not eligible for regular membership in ASA.

 

Section 2. Sustaining Member. Any person, firm or corporation that voluntarily contributes funds to the Association shall be considered a sustaining member. Sustaining membership shall be renewable annually. Sustaining membership carries no voting privileges.

 

Section 3. Honorary Member. The Board of Directors, upon majority vote, may bestow honorary membership on any individual that merits this distinct honor. Honorary membership is a lifetime membership and annual dues are waived. Honorary membership carries no voting privileges.

 

Article IV: Chapters

Section 1. Chapter. A chapter is an organization or association that is granted a chapter charter by the Board of Directors and complies with these bylaws and policies and procedures established by the Board of Directors. Such organization or association must be comprised of persons, firms or corporations that, in the normal course of business, furnish contract labor and/or materials to the construction industry or provide a service to such subcontractors or material suppliers. An organization that allows architects, engineers, general contractors, construction managers, or construction owners as members, notwithstanding the licensing obligations of the respective states, is not eligible to receive a chapter charter. The Board of Directors may grant a charter to an organization or association that is allied or affiliated with another parent group, only by a two-thirds vote.

 

Section 2. Chapter Charter. ASA and a chapter shall sign a charter agreement that sets forth each other’s rights and responsibilities. These shall include:

 

• The chapter’s right to a defined geographic area in which ASA grants the chapter an exclusive right to recruit members on behalf of ASA.
• The responsibility of the chapter to require each of its members to also belong to ASA.
• The right and responsibility of the chapter to use the ASA name and logo, including the phrase “A Chartered Chapter of the American Subcontractors Association, Inc.”
• The right of the chapter’s designated representative to serve on the Executive Directors’ Council.
• An agreement on how and by whom ASA dues shall be collected as set forth in Article VI of these bylaws.
• Other exclusive benefits and services as established by the Board of Directors.

Section 3. Revocation of a Chapter Charter. The Board of Directors may revoke the charter of any chapter for its failure to comply with these bylaws or the policies or procedures established by the Board of Directors, for acts which misrepresent or are detrimental to the best interest or reputation of the Association or the general public interest. The Board of Directors may investigate, hear and determine all issues of the conduct of any chapter, which, in its opinion, may be grounds for the revocation of a charter. If the Board finds due cause, it may revoke the charter of such chapter by a two-thirds vote of the directors present and voting. The Secretary shall notify in writing the last-known board of directors of any chapter whose charter has been revoked. The chapter shall have the right to appeal at the next Annual Meeting of the Association.

Section 4. Association and Expelled Chapter Rights in Event of an Appeal. If a chapter whose charter has been revoked hereunder gives written notice to the Secretary within thirty (30) days of its intention to appeal, it shall retain limited probationary rights of charter and be considered a “Probationary Chapter” until such time as the appeal has been acted on and revocation is sustained by a majority of the member votes cast at the Annual Meeting. At the Annual Meeting and prior to the membership vote, the Probationary Chapter shall have the right to present its case for reinstatement of full charter rights, and shall be given the opportunity at the Annual Meeting to present its case for reinstatement of full charter rights to both (i) the Board and (ii) the membership if requested in writing at least fourteen (14) days prior to the Notice of the Annual Meeting sent to members. Notwithstanding the foregoing, no member, staff or other representative of the expelled chapter shall be present at the time of voting. At all times after revocation of the Probationary Chapter’s charter and up and through the time the appeal is voted on at the Annual Meeting, the Association shall have full discretion and rights to communicate on behalf of the Association with its members, including members in the Probationary Chapter.

Section 5. Reinstatement of a Revoked Charter. A chapter whose charter has been revoked under Section 3 may apply for a new charter as set forth in Sections 1 and 2 of this Article.

 

Section 6. Chapter-in-Formation. The Board of Directors may designate as a chapter-in-formation an organization or association that has indicated that it intends to apply for chapter status but has not yet fulfilled all of the requirements of these bylaws and the policies and procedures established by the Board of Directors for grant of a chapter charter. The Board of Directors shall review annually the progress toward achieving chapter status of each chapter-in-formation.

 

Article V: State Organizations

Section 1. State Organization. A state organization is an organization or association of chapters chartered under Article IV that is granted a charter by the Board of Directors and complies with the policies and procedures established by the Board of Directors.

Section 2. State Organization Charter. ASA shall sign a state organization charter with an approved state organization that sets forth each other’s rights and responsibilities. These shall include:

 

• The right and responsibility of the state organization to use the ASA name and logo, including the phrase: “A Chartered State Organization of the American Subcontractors Association, Inc.”
• The right of the state organization’s elected officers to serve on ASA’s Officers’ Council.
• The right of the state organization’s designated representative to serve on ASA’s Executive Directors’ Council.
• An agreement on how and by whom ASA dues shall be collected as set forth in Article VI of these bylaws.
• Other exclusive benefits and services as established by the Board of Directors.

Section 3. Revocation of a Charter of a State Organization. The Board of Directors may revoke the charter of any state organization for its failure to comply with these bylaws or the policies or procedures established by the Board of Directors, for acts which misrepresent or are detrimental to the best interest or the reputation of the Association or the general public interest. The procedures for the revocation of the charter of a state organization will be the same as those established under Article IV, Sections 3 and 4, Chapters.

 

Section 4. Reinstatement of a Revoked Charter. A state organization whose charter has been revoked under Section 3 may apply for a new charter as set forth in Sections 1 and 2 of this Article.

 

Article VI: Dues

Section 1. Determination. The amount of dues or assessments owing to the association and provisions for payment thereof, shall be determined by a two thirds vote of the Board of Directors. All directors, members, chapters, chapters in formation and state organizations shall be advised of any proposed increase in dues no less than forty five (45) days in advance of the Board meeting at which the proposal will be considered. Should any incremental change exceed twenty (20) percent per annum, it must be ratified by the regular members in a vote conducted under Article XIII, Section 5. All regular members and organizations that collect dues on behalf of ASA shall be advised of any change in the dues no later than the 1st of May proceeding the next fiscal period of the Association.

 

Section 2. Collection. Dues for members shall be collected by the Association or by a chapter, chapter in formation, state organization or allied association on an annual basis. Such dues shall be considered due on July 1 of each fiscal year. A chapter, chapter-in-formation, state organization or allied association that agrees to collect dues on behalf of the Association must do so under rules established by these bylaws and policies and procedures established by the Board of Directors. Dues collected shall be forwarded to the Association no later than the fifteenth (15th) of the month after the month of collection from the member, on forms provided by the Association. Any dues so collected on behalf and for the benefit of the Association, from the time of collection until the time of forwarding to the national office, shall be held by the collecting chapter, chapter-in-formation, state organization or allied association in trust for the sole and exclusive benefit of the Association and shall be used for no other purpose than satisfying the payment obligation set forth above. The Treasurer may request financial statements from a chapter, chapter-in-formation, state organization or allied association in the event of default in payment of dues or reasonable evidence of potential insolvency.

 

Section 3. Delinquency. A member shall be considered delinquent in the payment of dues when not received by the national office by the 1st of September after such payment was due. All ASA services shall be suspended immediately to a delinquent member under procedures established by the Board of Directors. Should such delinquency not be cured by the 1st of October after such dues payment was due, then such member shall be dropped immediately from the rolls of the Association.

 

Article VII: Board of Directors

Section 1. Members. The voting members of the Board shall consist of:

 

• the officers listed in Article VIII, Section 1;
• fifteen (15) directors; and
• the immediate past president.

All other past presidents of the Association shall be ex officio members of the Board of Directors and as such shall have a voice, but no vote, in the affairs of the Association.

 

Section 2. Eligibility. To be eligible for election and continued service as a voting member of the Board of Directors, an individual must be an owner, officer or employee of a fully-paid member of the Association. No more than two (2) voting members of the Board from any one chapter shall serve concurrently on the Board of Directors, unless such member is an elective officer or the immediate past president.

 

Section 3. Election of Directors. The nomination and election of directors shall be conducted pursuant to Article XI, Section 4 and Article XIV, Section 5. Should a vacancy occur in a directorship, the President may appoint a successor for the unexpired term from candidates proposed by the Nominating Committee, subject to approval by the Board of Directors.

 

Section 4. Term of Office. Each director shall take office on the first day of July immediately following his/her election. Each director shall serve a term of three (3) years or until a successor is duly chosen and has assumed office. A director cannot be elected for more than two (2) full consecutive terms unless elected as an officer.

 

Section 5. Removal. If in the judgment of two thirds of the Board of Directors present and voting, due cause is found for the removal of a director, such director shall be advised in writing by the Secretary, the basis for such decision. Within fourteen (14) days of receipt of notice from the Secretary, the director must give written notice to the Secretary within fourteen (14) days of the intention to appeal to the members at the next Annual Meeting and shall retain full rights as a director until the appeal is acted upon and removal is sustained by a two thirds majority of the votes cast. The subject director shall not be present when the vote is taken.

 

Section 6. Meetings. The Board of Directors shall hold a minimum of three (3) regular meetings per year and may hold special meetings as the President or seven (7) of the directors may request. The Board of Directors may cancel any Board meeting for cause.

 

Section 7. Voting. Each member of the Board has one (1) vote. No proxies are allowed. The President will only vote on those issues where such vote breaks a tie.

 

Section 8. Procedures. The meetings of the Board of Directors shall be conducted in accordance with the current edition of Robert’s Rules of Order, except where modified by these bylaws.

 

Section 9. Voting by Special Ballot. When specific action by the Board of Directors is needed between scheduled meetings and the President determines it is unnecessary to call a special meeting of the Board, a special ballot may be used. Special ballots shall be sent by first class priority mail, facsimile or other electronic means and Board members given five working days to respond in writing. All special ballots must be signed and dated. Two-thirds (2/3) of the total members of the Board must respond and a two thirds (2/3) vote of those responding is necessary for passage.

 

Section 10. Notice. At least forty five (45) days prior to any regular meeting of the Board of Directors, the Secretary shall provide written notice stating the time and place to each director. Notice of special meetings shall be given five (5) days in advance by mail, telephone facsimile or other electronic means, stating time, place and purpose of such meeting.

 

Section 11. Quorum. At any meeting of the Board of Directors, one half of the total members of the Board shall constitute a quorum for the purpose of acting on business of the Association.

 

Section 12. Attendance. Absence at any regular Board meeting by a director must be preceded by written notice to the Secretary of the Association stating reason for such absence. Such notice must be reviewed by the Board of Directors. Any director who fails to attend two consecutive regular Board meetings without Board approval, shall be removed from the Board.

 

Section 13. Authority of the Board of Directors. The Board of Directors is the governing body of the Association. The Board has authority to make rules, formulate policies and establish programs of the Association and to settle disputes within the Association. The actions of the Board shall be published and made available to all members of the Association.

 

Section 14. Responsibilities of Directors. Directors shall have all of the responsibilities devolved upon them by common law and the laws of the District of Columbia.

 

Article VIII: Executive Committee

Section 1. Members. The Executive Committee shall consist of the elected officers of the Association, the immediate past president and two (2) directors selected annually by the officers. The chair of the Executive Directors’ Council shall serve as an ex officio, nonvoting member of the Executive Committee.

 

Section 2. Responsibility. The Executive Committee shall be responsible for the coordination and management of the affairs of the Association between meetings of the Board of Directors. The actions of the Executive Committee shall at all times be consistent with the budget, programs and policies of the Association and are subject to review and approval by the Board.

 

Section 3. Voting. Each voting member of the Executive Committee is entitled to one (1) vote. Proxies shall not be allowed.

 

Section 4. Voting by Special Ballot. When specific action by the Executive Committee is needed between scheduled meetings and the President determines it is unnecessary to call a special meeting of the committee, a special ballot may be used. The President and/or the Executive Vice President shall contact, in writing or by phone, facsimile or other electronic means, all members of the Executive Committee, thoroughly explaining the issue and recording the response. A majority vote of the Executive Committee is necessary for passage.

 

Section 5. Quorum. For Executive Committee voting purposes, four (4) voting members shall constitute a quorum.

 

Article IX: Officers

Section 1. Officers. The officers shall be the President, Vice President, Secretary/Treasurer.

 

Section 2. Nomination and Election. The nomination and election of officers shall be conducted pursuant to the requirements of these Bylaws.

 

Section 3. Term of Office. The term of office shall begin on the first day of July immediately following the officer’s election. The officer shall serve one (1) year or until a successor is duly chosen and has assumed office.

 

Section 4. Vacancy. A vacancy occurring in any office shall be filled by moving all existing officers, subordinate to the vacant office, up in position of rank. The remaining vacancy shall be filled by a replacement selected by the Executive Committee from candidates proposed by the Nominating Committee for the balance of the term. The appointment shall be subject to approval by the Board of Directors.

 

Section 5. President. The President shall serve as the chairman of the Board of Directors and the Executive Committee and preside at the Annual Meeting of the Association. When necessary, the President shall call meetings of the Board of Directors or the Executive Committee, coordinating with the Secretary to provide appropriate notice. Unless otherwise provided in these bylaws or provided by the Board of Directors, the President shall appoint the chairs, vice-chairs and members of all committees and task forces and serve as a non-voting ex officio member of all committees and task forces. The President shall serve as the principal spokesperson of the Association. The President shall have, perform and discharge such duties as the Board of Directors may prescribe.

 

Section 6. President-elect. Immediately following the Annual Meeting during which the election results are announced, the member elected to become the next president shall assume the office of president-elect. The term of office for the president-elect shall be from the Annual Meeting through June 30. The president-elect may appoint all committees and task forces that assume their duties on July 1.

 

Section 7. Vice President. The Vice President shall perform the duties of the office of the President in the absence or indisposition of the President. The Vice President shall perform and discharge such other duties as the President or the Board of Directors may prescribe.

 

Section 8. Secretary/Treasurer. The Secretary/Treasurer shall be responsible for all moneys of the Association, collect all dues and assessments and shall have the custody of the funds and other assets of the Association, subject to the direction and control of the Board of Directors. The Treasurer shall be responsible for an accurate accounting of all moneys received and disbursed. The Secretary/Treasurer shall serve as an ex officio member of the Finance Committee. The Secretary/Treasurer shall report to the Board of Directors and Executive Committee at their regular meetings and to the members at the Annual Meeting. The Secretary/Treasurer shall have, perform and discharge the duties usually pertaining to such office and such other duties as the President and the Board of Directors may prescribe.

 

The Secretary/Treasurer shall be responsible for a complete roll of the names and addresses of the Board of Directors and officers of chapters, chapters-in-formation and state organizations of the Association. The Secretary/Treasurer shall be responsible for the taking and keeping of minutes accurately, reflecting the proceedings of the Executive Committee, the Board of Directors and the Annual Meeting. The Secretary/Treasurer shall have, perform and discharge the duties usually pertaining to such office and such other duties as the President and Board of Directors from may prescribe.

 

Article X: Staff

Section 1. Executive Vice President. The Executive Committee shall employ a salaried chief of staff executive which person shall be titled Executive Vice President and whose terms and conditions of employment shall be specified by the Executive Committee and who shall have voice but no vote at all meetings of the Association.

 

Section 2. Responsibility. The Executive Vice President shall be responsible for the management of the Association in accordance with the budget, programs and policies established by the Board of Directors. The Executive Vice President shall employ all staff members and direct the activities of such staff. The Executive Vice President shall be responsible to the Board of Directors and the Executive Committee.

 

Article XI: Committees

Section 1. Standing Committees. The Association shall have the following Standing Committees: Bylaws Committee Finance Committee and Nominating Committee.

 

Section 2. Bylaws Committee. The President shall appoint at least five regular members to a Bylaws Committee. The Bylaws Committee shall prepare and submit an annual report to the membership. The Committee shall include in its report any bylaws amendment proposed by petition of at least two point five percent (2.5%) of regular members and include its own recommendation on such proposed amendment. The committee report shall be submitted to the Secretary to distribute to the membership with a ballot no fewer than forty-five (45) days prior to the Annual Meeting.

 

Section 3. Finance Committee. There shall be a Finance Committee that is responsible for monitoring the financial affairs and assuring the financial integrity of the Association. Specifically, the Finance Committee shall be responsible for:

 

• Preparing an annual operating budget and a capital budget for approval by the Board of Directors.
• Reviewing and recommending financial policies to the Board of Directors.
• Recommending to the Board of Directors a certified public accountant to annually audit the financial documents of the Association.
• Monitoring significant controls and corrections of reportable conditions in a timely manner.
• Assuring that the financial responsibilities delegated to management have been appropriately discharged.
• Recommending to the Board of Directors any other actions necessary to assure the financial integrity of the Association.

 

The Committee shall consist of at least six (6) regular members and a chair, appointed by the president. The regular members shall serve three-year, staggered terms and each regular member may serve up to two (2) full, consecutive terms. The chair shall be appointed for a one (1) year term without term limitations. The President shall appoint these committee members, taking into consideration their financial skills and experience. The Treasurer shall serve as an ex officio, voting member of the Committee.

 

Section 4. Nominating Committee. The Nominating Committee shall be responsible for:

 

• Identifying and evaluating prospective candidates for the Board of Directors and other leadership positions.
• Nominating at least one eligible candidate for each pending vacancy on the Board of Directors for the following fiscal year.
• Compiling a list of candidates that have been nominated by petition of at least two point five percent (2.5%) of regular members.
• Assuring that candidates nominated by petition meet eligibility requirements.
• Preparing a report, including the slate of candidates, for the Secretary to submit with a ballot to the membership no fewer than forty-five (45) days prior to the Annual Meeting.
• Identifying and recommending candidates for vacancies in directors and officers to the President.
• Evaluating the efficiency and effectiveness of the Board of Directors and making recommendations for improvement.
• Developing and recommending a program for Board development.

The chair of the committee shall be the Immediate Past President. The President shall appoint four other regular members to the committee. Two of these committee members shall be members of the Board of Directors; two may not be members of the Board of Directors.

 

Section 5. Committees and Task Forces. The President may recommend and the Board of Directors may establish additional committees and task forces to address the needs of the Association or its members. Unless otherwise provided by the Board of Directors, the President shall appoint the chair and vice chair(s) and then, in consultation with that chair, the members of such committees and task forces. All committees and task forces so established shall be reviewed annually by the Board of Directors.

 

Section 6. Rules. Each committee or task force may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

Article XII: Councils

Section 1. Attorneys’ Council. There shall be an Attorneys’ Council whose membership shall be the legal counsel representing chartered chapters and chapters-in-formation, state organizations, the general counsel of the Association, and other attorneys who are members in good standing. The Council shall designate one of its members to serve as chair. The Association may refer any appropriate matter to the Council for consideration. The Council shall work cooperatively in the development of programs, procurement of speakers, and other matters of interest to the Association.

Section 2. Executive Directors’ Council. There shall be an Executive Directors’ Council, members of which shall be designated by each chapter, chapter-in-formation and state organization. The Council shall designate one of its members as chair. The Council shall provide recommendations in writing to the Board of Directors as appropriate.

 

Section 3. Think Tank. There shall be a Think Tank, which shall serve for the purpose of developing innovative ideas for consideration by the Association. The Council shall select its own members, each of whom shall serve a three-year term. The Council shall elect its own chair from among its members.

 

Section 4. Rules. Each council may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

Article XIII: Meetings of Members and Voting

Section 1. Annual Meeting. The Annual Meeting of the Association shall be held at such time and place as determined by the Board of Directors for the purpose of reporting on the results of written member ballots and the state of the association, and the conduct of any other business deemed necessary.

 

Section 2. Special Meetings. Special meetings of the Association may be called by the Board of Directors at any time, or shall be called by the President upon receipt of a written request by two point five percent (2.5%) of regular members and the special meeting shall be announced within thirty (30) days after the filing of such a request with the Secretary.

 

Section 3. Notice of Meetings. The Secretary shall give at least forty five (45) days written notice to the membership of the Annual Meeting and at least twenty (20) days notice of any special meetings of the Association. The business to be transacted at the meeting of the Association shall be stated in the notice thereof, and no other business may be considered.

 

Section 4. Voting at Meetings. At meetings of the Association, each regular member shall have one (1) vote and may take part and vote in person only. A quorum shall consist of at least five percent (5%) of regular members. For purposes of votes relating to an appear of a chapter charter revocation under Article IV, Section 4, proxies may be allowed for purposes of voting and determining whether a quorum has been reached. Otherwise, no proxies are allowed.

 

Section 5. Voting by Written Ballot. When specific action is needed by the members as set forth in Article IV, Section 4 (appeal of chapter charter revocation), Article VI, Section 1 (dues increase greater than twenty percent (20%) from prior year), Article XI, Section 2 (bylaws amendments) and Article XI, Section 4 (elections after Nominating Committee action), the Secretary shall prepare a ballot and submit it to the regular members at least 45 days in advance of the Annual Meeting. Proposals to be offered to the members for a ballot vote, except election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by two point five percent (2.5%) of all regular members in which case Board approval shall not be necessary. A majority of regular members voting by the date established by the Secretary in the ballot shall govern.

 

Section 6. Procedure. The meetings of this Association shall be conducted in accordance with the current edition of Roberts Rules of Order, except where modified by these bylaws.

 

Section 7. Cancellation of Meetings. The Board of Directors may cancel any Annual Meeting for good cause.

 

Article XIV: Finances

Section 1. Fiscal Period. The fiscal period of the Association shall be July 1st through June 30th.

 

Section 2. Budget. The Board shall adopt in advance of the next fiscal period, annual operating and capital budgets.

 

Section 3. Audit. The financial documents of the Association shall be audited not less than annually by a certified public accountant that shall be appointed by the Board of Directors and who shall provide financial statements to the Board.

 

Article XV: Indemnification

Section 1. Action Against Party Because of Association Position. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the association), by reason of the fact that the representative is or was a director, officer, employee, or agent of the Association, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the representative in connection with such claim, action, suit or proceeding if the representative acted in good faith and in a manner the representative reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe the representative’s conduct unlawful. The termination of any claim, action, suit or plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the representative reasonably believed to be in or not opposed to the best interests of the Association and with respect to any criminal action or proceeding, had reasonable cause to believe that the representative’s conduct was unlawful.

 

Section 2. Action By or in the Right of Association. The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, or suit by or in the right of the Association to procure a judgment in its favor by reason of the association, against expenses (including attorney fees) actually and reasonably incurred by the representative in connection with the defense or settlement of such claim, action, or suit if the representative acted in good faith and in a manner the representative reasonably believed to be in or not opposed to the best interests of the of the Association and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of the representative’s duty to the Association unless and only to the extent that the court in which such claim, action, or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the cases, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

 

Section 3. Authorization. Any indemnification under Sections 1 or 2 of this Article (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because the representative has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so determined by independent legal counsel in a written opinion, or (c) by the voting delegates at the Annual Meeting.

 

Section 4. Advanced Reimbursement. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that the representative is entitled to be indemnified by the Association as authorized in this Article.

 

Section 5. Indemnification Not Exclusive. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, rule of law, provision or certificate of incorporation, bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in the representative’s official capacity and action as to continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. Where such other provision provides broader rights of indemnification than these bylaws, said other provision shall control.

 

Section 6. Insurance. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, against any liability asserted against that person and incurred that person in any such capacity, or arising out of the representative’s status as such, whether or not the Association should have the power to indemnify the representative against such liability under the provisions of this Article.

 

Article XVI: Dissolution

Section 1. By two thirds (2/3) majority vote of the members voting, the Association may be dissolved. In such event, the assets of the Association shall be applied by the Board of Directors, or if not by the Board of Directors, by an order of the proper court, after payment of all obligations to any organization or organizations whose purposes and objectives are as near as possible to those of this Association as stated in these bylaws. In no event shall the assets of the Association be distributed to or inure to the benefit of any member, chartered chapter or state organization.