Bylaws of the American
Academy of
Adoption Attorneys, Inc.
ARTICLE I
NAME AND PLACE OF BUSINESS
Section 1. Name.
The name of this organization shall be the American Academy of Adoption
Attorneys, Inc. ("Academy"). (5/90) (2/92) (5/92) The American Academy of
Assisted Technology Attorneys ("AAARTA") shall be a specialty division of the
Academy, fully governed by these Bylaws, the Code of Ethics and the Grievance
Procedures. (4/09)
Section 2. Principal Office.
The principal office for the transaction of business of the Academy shall be at
such address in the District of Columbia, or elsewhere in the United States as
may be fixed from time to time by the Board of Trustees. (5/90) (2/92) (5/92)
Section 3. Registered Office.
The Academy shall maintain within the District of Columbia a registered office
as may be fixed from time to time by the Board of Trustees. (2/92) (5/92)
ARTICLE II
ORGANIZATION
The Academy is a nonprofit
corporation organized under and governed by the laws of the District of
Columbia. (5/90) (2/92) (5/92)
ARTICLE III
PURPOSE
The purpose of the Academy is to study, encourage, promote and improve
the laws and practice of law pertaining to the adoption of children and the
creation of families (4/09) throughout the United States and abroad. (5/90) To
ensure that the Academy is able to effectively advance its purpose, the Academy
shall not affiliate with any other academy or organization, unless approved by
the Board of Trustees. (7/99)
ARTICLE IV
MEMBERSHIP AND DUES
There shall be two (2) classes (4/09) of membership: Regular members,
Judicial, and Honorary members. There shall be ten (10) categories within the
two classes of membership: (a) the Regular class of members shall include
regular members of the Academy who are designated as Fellows of the Academy;
regular members of AARTA who are designated as Fellows of AAARTA; inactive and
retired members; and (b) the Honorary class of members shall include judicial
and honorary members. Inactive, retired, honorary or judicial members may be
either Fellows of the Academy or Fellows of AAARTA, or both. (4/09) (4/96)
(4/00)(4/09) A member may hold dual membership in the Academy and in AAARTA.
(4/09)
Section 1. Regular Membership.
(a) Membership in the Academy, a professional and fraternal
organization, shall be open only to attorneys licensed to practice within a
state of the United States, the District of Columbia, a territory of the United
States, or a province of Canada. Criteria for membership shall include, but not
be limited to, the requirements that:
(1) the
attorney and the attorney's law practice are reputed, and continue, to be of the
highest standards of ethics, competence, and professionalism,
(2) the attorney complies with the Code of Ethics and
Grievance Procedures of the Academy and these Bylaws,
(3) the
attorney has acted as counsel in at least fifty (50) adoption proceedings, ten
(10) of which must have involved interstate placements, and twenty (20) of which
must have been within the two (2) year period immediately preceding the
application for membership, and
(4)
the attorney has engaged in the
practice of law for at least five (5) years, or the attorney has otherwise
achieved special competence or recognition in the field of adoption law or
procedure. Invitation to membership in the Academy shall be within the sole
discretion of the Board of Trustees. (5/90) (10/91) (2/92) (5/92) (5/93) (4/94)
(4/95) (4/96) (4/00) (5/08)
(b)
At the time of renewal of membership each year, each member shall affirm, in
writing, on a form prescribed by the Board of Trustees, that the member will
fully cooperate in an investigation of the circumstances of any lawsuit,
disciplinary action, investigation by a professional association, or settlement
of a claim instituted against the member, or of any allegation of a violation of
the Code of Ethics, Grievance Procedures, or these Bylaws, to the extent that
provision of information requested in the investigation is not in violation of
the disciplinary rules in the member's jurisdiction. (4/00) (4/02) (5/08)
(c)
At the time of renewal of membership each year, the member shall disclose, in
writing, on a form prescribed by the Board of Trustees, the status of any
lawsuits, disciplinary actions, investigations by professional associations, or
settlements of claims instituted against the member relating to the member's
practice of law during the prior year, as well as the current status of any
lawsuits or disciplinary actions pending from a prior year. The member shall
append the findings, conclusions, and/or judgments or final orders pertaining to
each such lawsuit, disciplinary action, investigation by professional
associations and settlement of claims. (4/01)
(d)
A regular member who becomes a judicial member may petition the Board of
Trustees to permit the judicial member to return to regular membership in the
Academy. The Board of Trustees shall grant the petition if the judicial member
has left the bench in good standing. Upon the petition being granted, the member
shall pay annual dues upon the same basis as new members pursuant to Article IV,
Section 8. (4/96)
Section 2. Continuing Membership.
(a)
Members of the Academy shall be required to attend at least seven (7) hours of
continuing education courses offered by the Academy at the Academy Annual
Meeting held as set forth in Article V, Section 1, over a period of time not to
exceed Three (3) Annual Meetings. Newly admitted members shall attend at least
seven (7) hours of continuing education courses offered at the next Annual
Meeting following their admission. (4/09) Failure to obtain the required course
credit shall be grounds for termination of membership by the Board of Trustees;
provided, however, upon application to the Board of Trustees, a member maybe
excused from the requirements of this section for good cause. (4/95) (4/96)
(4/02)
(b) Good cause shall be determined based upon the reason (4/09) for a
member's failure to meet the seven (7) hour requirement within (4/09) three (3)
Annual Meetings. (4/02) (4/09)
(c) Honorary, judicial, inactive, retired, and members over seventy
(70) who have been members for at least ten (10) years are exempt from the
requirements of this section. (7/99) (4/02)
Section 3. Admission to Membership.
(a) Any person desiring to become a member of the Academy shall
file with the President a written application for membership in such form as may
be prescribed by the Board of Trustees. Upon acceptance of the application for
membership, the applicant shall pay the full annual dues. (5/90) (4/95)
(b) In order to apply for membership in the Academy, an attorney must
complete a written membership application on a form prescribed by the Board of
Trustees, which form shall include a provision pursuant to which the applicant
agrees to waive any claim which the applicant may have against the Academy
resulting from, or in any manner relating to, the applicant's denial of
membership in the Academy. (4/95)
(c) Membership in the Academy shall be by invitation only. Invitations
may be issued only by majority vote of the members of the Board of Trustees.
(5/90) (4/95)
Section 4. AAARTA Membership.
(4/09)
(a) Membership in AAARTA shall be open only to attorneys licensed to
practice within a state of the United States, the District of Columbia, a
territory of the United States or a province of Canada. Criteria for membership
shall include, but not be limited to, the requirements that:
(1) the attorney and the attorney's law practice are
reputed, and continue, to be of the highest standards of ethics, competence, and
professionalism, (4/09)
(2) the attorney complies with the Code of Ethics,
Grievance Procedures and these Bylaws; (4/09)
(3) the
attorney has acted as counsel in at least fifty (50) diverse assisted
reproductive technology matters, except, if the attorney is a member of the
Academy in good standing, he or she shall have acted as counsel in at least
fifteen (15) diverse assisted reproductive technology matters and completed at
least ten (10) hours of continuing education courses offered by the Academy
relating to assisted reproductive technology in the previous three (3) years. An
"assisted reproductive technology matter" is defined as working with a unique
set of clients to draft or negotiate an assisted reproductive technology
agreement (including a donor or surrogacy agreement) or acting as counsel in
litigation (including establishment of parentage, adoption, or birth certificate
amendment proceedings), or both, involving surrogacy, ovum, sperm or embryo
donation. (4/09)
(4) the attorney has engaged in the practice of law for
at least five (5) years, or the attorney has otherwise achieved special
competence or recognition in the field of assisted reproductive law or
procedure. (4/09)
(5) the attorney is recommended for admission into
AAARTA by a member of the Academy whose practice encompasses assisted
reproductive technology and who has personal knowledge of the attorney's
practice and qualifications. Invitation to membership in AAARTA shall be within
the sole discretion of the Board of Trustees. (4/09)
(b) At the time of renewal of membership each year, each member shall
affirm, in writing, on a form prescribed by the Board of Trustees, that the
member will fully cooperate in an investigation of the circumstances of any
lawsuit, disciplinary action, investigation by a professional association, or
settlement of a claim instituted against the member, or of any allegation of a
violation of the Code of Ethics, Grievance Procedures, or these Bylaws, to the
extent that provision of information requested in the investigation is not in
violation of the disciplinary rules in the member's jurisdiction. (4/09)
(c) At the time of renewal of membership each year, the member shall
disclose, in writing, on a form prescribed by the Board of Trustees, the status
of any lawsuits, disciplinary actions, investigations by professional
associations, or settlements of claims instituted against the member relating to
the member's practice of law during the prior year, as well as the current
status of any lawsuits or disciplinary actions pending from a prior year. The
member shall append the findings, conclusions, and/or judgments or final orders
pertaining to each such lawsuit, disciplinary action, investigation by
professional associations and settlement of claims. (4/09)
(d) An AAARTA member who becomes a judicial member may petition the
Board of Trustees to permit the judicial member to return to regular AAARTA
membership. The Board of Trustees shall grant the petition if the judicial
member has left the bench in good standing. Upon the petition being granted, the
member shall pay annual dues upon the same basis as other AAARTA members
pursuant to Article IV, Section 11. (4/09)
(e) Notwithstanding any other provision of these Bylaws, AAARTA only
members shall not be entitled to attend any business meeting of the Academy, nor
shall they be entitled to hold office in the Academy, nor serve on the Board of
Trustees. (4/09)
Section 5. Admission to AAARTA
Membership. (4/09)
(a) Any person desiring to become a member of AAARTA shall file with
the President a written application for membership in such form as may be
prescribed by the Board of Trustees. Upon acceptance of the application for
membership, the applicant shall pay the full annual AAARTA dues. (4/09)
Section 6. Continuing Membership in AAARTA. (4/09)
(a) Members of AAARTA shall be required to attend at least seven (7)
hours of continuing education courses offered by the Academy at the Academy
Annual Meeting held as set forth in Article V, Section 1, herein over a period
of time not to exceed three (3) Annual Meetings. Newly admitted members shall
attend at least seven (7) hours of continuing education courses offered at the
next Annual Meeting following their admission. Failure to obtain the required
course credit shall be grounds for termination of membership by the Board of
Trustees; provided, however, upon application to the Board of Trustees, a member
may be excused from the requirements of this section for good cause. (4/09)
(b)
Good cause shall be determined based upon the reason for a member's failure to
meet the seven (7) hour requirement within three (3) Annual Meetings. (4/09)
Section 7. (4/09)
Honorary and Inactive Membership.
(a) The Board of Trustees may invite as honorary members law school graduates
who (a) have made a distinguished contribution to adoption law or reproductive
technology law; (4/09) (b) are of special competence and qualification in the
field of adoption or reproductive technology law; (4/09) or, (c) by reason of
distinguished public service or eminence have contributed greatly to the
advancement of the field of adoption or reproductive technology law. (4/09) This
membership shall be continuous unless terminated by vote of the Board of
Trustees. Honorary and inactive (4/09) members shall not be required to pay dues
to the Academy. Notwithstanding any other provision of these Bylaws, honorary
and inactive (4/09) members shall not be entitled to vote at the annual or any
special meeting of the members of the Academy, nor shall they be entitled to
hold office in the Academy, nor serve on the Board of Trustees. (5/90) (4/94)
(4/96)
(b) An inactive member is one not in the active practice of
law, due to extenuating circumstances, who has been granted such status by the
Board of Trustees, after petition by the member. An inactive member shall have
been a member in good standing of the Academy and a current member of his or her
state bar. The membership status of an inactive member shall be identical to
that of an honorary member. The inactive member shall notify the Board of
Trustees when circumstances permit him or her to become an active member. At
that time, the Board of Trustees shall reinstate the member to active status.
Dues shall be fifty percent (50%) of the dues of an active member. There shall
be a time limit of five (5) years that one can be an inactive member. (4/02)
Section 8.
(4/09) Sustaining Member.
A
regular (4/09/) member of the Academy in good standing, or a regular member of
AAARTA (4/09) upon payment of an annual fee established by the Board of
Trustees, (4/09) each year in addition to payment of regular dues, shall be
entitled to the designation of "Sustaining Member." This designation shall
entitle the member to special recognition in his or her (4/09) membership
directory and to include "Sustaining Member, American Academy of Adoption
Attorneys" or "Sustaining Member, American Academy of Assisted Reproductive
Technology Attorneys"(4/09) in advertisements. (5/93) (5/97) (4/00)
Section 9.
(4/09)Retired Member.
A retired member is one not
engaged in the active practice of law who has been granted such status by the
Board of Trustees after petition by the member. The retired member shall have
been a member in good standing of the Academy and his or her state bar. The
membership status of a retired member shall be identical to that of an honorary
member. (7/99)
Section 10.
(4/09)Judicial Membership.
An
invitation to Judicial Membership may be extended by the Board of Trustees, to
trial or appellate judges or justices, who, in the course of performing the
duties of their office, routinely consider adoption issues and adoption related
matters or reproductive technology issues or related matters. (4/09) Individuals
seeking membership either in the Academy or in AAARTA, (4/09) under this section
shall provide an endorsement from at least one regular Academy member for
Academy membership or one regular AAARTA (4/09) member of the Academy for AAARTA
membership; (4/09) provided, however, that a regular member who wishes to become
a judicial member and who otherwise satisfies the requirements for judicial
membership under this section, may request that the Board of Trustees extend an
invitation to judicial membership without the necessity of providing an
endorsement from another member of the Academy or AAARTA. (4/09) Judicial
membership shall continue during such member's judicial tenure unless sooner
terminated by vote of the Board of Trustees. Judicial members shall not be
required to pay dues to the Academy or AAARTA. (4/09) Notwithstanding any other
provision of these Bylaws, judicial members shall not be entitled to vote at the
annual or any special meeting of the members of the Academy, nor shall they be
entitled to hold office in the Academy, nor serve on the Board of Trustees.
(5/93) (4/94) (4/96)
Section 11.
(4/09)Dues.
The
annual dues for regular members of the Academy and regular members of AAARTA
(4/09) shall be established by the members at the Annual Meeting of the year
preceding the calendar year for which such dues shall be payable, except for the
first year of the existence of the Academy, at which dues for the remainder of
the year may be so established. The AAARTA dues for regular members of the
Academy, who also are regular members of AAARTA, shall be substantially less
than the dues paid by AAARTA only members. (4/09) Should the members fail to
establish annual dues for any calendar year, the annual dues payable by members
shall be the same as those payable during the preceding calendar year. (5/90)
(2/92) (5/92)
All dues shall be payable in advance on or before November 1st in
each year. The Board of Trustees shall have the power to remit or waive dues of
any member or members, in whole or in part. (5/90) (4/00)
After due notice, any member failing to pay the requisite annual dues
by December 31st, shall be removed from the Academy's membership roster. (5/90)
(7/99) (4/00)
Dues for new members shall be prorated on a six (6) month basis. For
example, if an individual is accepted for membership after June 30th of any
year, the first year's annual dues for such new member shall be fifty percent
(50%) of the annual dues established for the year of acceptance to membership.
(5/91)
Section 12.
(4/09) Reported Violations.
In
the event any member is reported to the officers or Trustees of the Academy for
violation of the Code of Ethics, Grievance Procedures, or these Bylaws (except
Article IV, Section 2), such report shall be addressed under the Grievance
Procedures. (5/92) (4/00) (5/08)
Section 13.
(4/09) Termination of Membership.
(a)
The disbarment or actual suspension from the practice of law, conviction of a
felony, or conviction of a misdemeanor involving moral turpitude, shall
terminate a member's membership in the Academy, unless substantial mitigating
circumstances exist. (5/08)
(b) Failure to comply with the Code of Ethics, Grievance Procedures,
or these Bylaws may be grounds for termination in accordance with Section 2 of
this Article with respect to the subject matter of that Section, and with
Section 9 of this Article with respect to all other matters covered by these
Bylaws. (4/98) (4/00) (5/08)
(c) Failure to provide information required or providing false or
misleading information on the initial application form or the membership renewal
form may be grounds for termination in accordance with Section 9 of this
Article. (5/93)
Section 14.
(4/09) Designation of Fellow.
A
regular member of the Academy shall be designated as a "Fellow of the American
Academy of Adoption Attorneys" and a regular member of AARTA shall be designated
as a "Fellow of the American Academy of Assisted Reproductive Technology
Attorneys" (or both, if the member holds dual membership in the Academy and in
AAARTA), (4/09) for all purposes under the Bylaws, the Code of Ethics,
and the Grievance Procedures. (5/07) (5/08) A member of either academy may not
represent that he or she is a member of the Academy or of AAARTA, including the
use of the Fellow designation, logos, or other similar identifying connotations,
unless he or she is a member of that particular academy. A member agrees
immediately to cease to represent himself or herself as a Fellow or to use the
Fellow designation, logos, or other similar identify connotations of the
particular academy upon termination of membership or suspension from membership
in the particular academy. (4/09)
ARTICLE V
MEETINGS OF MEMBERS
Section 1. Annual Meeting.
The
Academy shall hold an Annual Meeting of members in its principal office on the
first Saturday of May of each year, unless the Board of Trustees designates a
different date, time and place. (5/90)
Section 2. Special Meetings.
The
Academy may hold special meetings of members upon the call of the President or
the Board of Trustees. The President shall call a special meeting upon written
request therefore signed by twenty-five percent (25%) of the members of the
Academy. (5/90) (2/92) (5/92)
Section 3. Presiding Officer.
At
all meetings of the Academy, the President, or in the absence of the President,
then the President-Elect, then the Vice President, or in the absence of all of
them, any member selected at the meeting, shall preside. (5/90)
Section 4. Notices.
Whenever members are required or permitted to take action at a meeting, a
written notice shall be mailed to each member of the Academy at his or her
address as it appears on the records of the Academy. Notices of meetings of
members may be contained in any official publication of the Academy. All notices
of meetings of members shall be mailed in accordance with this section, not less
than ten (10) nor more than ninety (90) days before the date of such meeting.
The notice shall specify the place, date and hour of the meeting and the general
nature of the business to be transacted. (5/90)
Section 5. Quorum.
Twenty-five percent (25%) of the members who are eligible to vote shall
constitute a quorum for the conduct of business at any meeting of the Academy.
(5/90) (5/08)
The members present at duly-called or duly-held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough members to leave less than a quorum, if
any action taken (other than adjournment) is approved by at least a majority of
the members required to constitute a quorum, except for Bylaw amendments which
are governed by Article XI. (5/90) (5/08)
Section 6. Rules of Order.
Except as otherwise provided by these Bylaws, meetings of the Academy shall be
conducted in accordance with "Robert's Rules of Order," latest revision. At all
meetings of the Academy, the order of business shall be prescribed by the
Presiding Officer. (5/90)
ARTICLE VI
TRUSTEES
Section 1. Board of Trustees.
The Academy shall have a Board of Trustees consisting of fifteen (15) members,
all of whom shall be members of the Academy (but not AAARTA only members) and at
least two of whom shall hold dual membership in the Academy and in AAARTA.
(4/09)
The elected officers shall
be members of the Board for the duration of their respective term of office. The
President shall remain on the Board for the immediate year following his or her
term of office. The members of the Board of Trustees shall be elected by and
from members of the Academy for two-year terms; provided, however, Trustees may
not be elected for more than two (2) terms consecutively; provided that the
President-Elect, the President, and the immediate past President shall be
permitted to serve their respective terms consecutively following one (1) or two
(2) terms as Trustees; further provided, however, that to the extent possible,
at least one (1) member of the Board of Trustees, excluding officers, shall be
nominated from each of the several regions set forth as follows:
Region 1 - Northeast (Connecticut, Delaware, Maine, Maritime
Province, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ontario,
Quebec, Rhode Island, Vermont) (1/97) (4/01) (1/06);
Region 2 - Atlantic (District of Columbia, Kentucky, Ohio,
Pennsylvania, Virginia, West Virginia) (1/97) (4/01) (1/06);
Region 3 - South (Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, Missouri, North Carolina, South Carolina, Tennessee) (1/97) (4/01);
Region 4 - Central (Illinois, Indiana, Iowa, Manitoba, Michigan,
Minnesota, Nebraska, North Dakota, Saskatchewan, South Dakota, Wisconsin) (1/97)
(4/01) (1/06);
Region 5 - Mountain/Southwest (Alberta, Arizona, Colorado, Idaho,
Kansas, New Mexico, Montana, Oklahoma, Texas, Utah, Wyoming) (1/97) (4/01)
(1/06); and
Region 6 - Pacific (Alaska, British Columbia, California, Canadian
Territories (Arctic), Hawaii, Nevada, Oregon, Washington) (1/97) (4/01)
The Board of Trustees shall conduct, every four (4) years, a review
of the number and the composition of the regions as set forth herein and shall
be authorized to adjust same such that the regions reflect an equitable
distribution of the membership and the national purpose of the organization.
(5/91) (5/93) (5/97) (4/98) (4/02) (4/06)
Section 2. Powers and Duties.
The
Board of Trustees shall manage the affairs of the Academy in accordance with
these Bylaws. (5/90)
Section 3. Meetings and Quorum.
The
Board of Trustees shall meet at least twice annually and shall keep a record of
its proceedings. It shall make its own rules as to times, places and notices of
meetings. Eight (8) Trustees shall constitute a quorum. Special meetings of the
Board of Trustees may be held and votes taken in person, by telephone
conference, facsimile transmission, or internet conference, email, listserv or
similar electronic means, as shall be determined from time to time by the Board
of Trustees. (5/90) (4/94) (4/98) (4/02)
Section 4. Vacancies.
Vacancies in any office or in the position of Trustee may be filled by the Board
of Trustees, and each person so appointed shall serve the balance of the term
and until the installation of a successor. (5/90) (4/95)
Section 5. Attendance.
It
shall be the responsibility of each Trustee to attend every meeting of the
Board. Whenever a Trustee misses two consecutive meetings during any 12 month
period, the President shall contact said Trustee, ask the Trustee to account for
the absences, and ascertain what steps the Trustee will take to improve
attendance. The President may then bring the matter to the attention of the
Trustees, who shall have the discretion to remove that Trustee by majority vote
of those Trustees present and voting. Any such vacancy shall be filled in
accordance with Section 4 of this Article. (5/90)
Section 6. Compensation for Travel
Expense.
The
reasonable expenses incurred by a Trustee attending a Board Meeting (other than
the Annual Meeting) as approved by the policy of the Board of Trustees shall be
paid by the Academy. (5/90) (5/05)
Section 7. Rules and Regulations.
The
Board of Trustees shall have the power to formulate and adopt rules and
regulations to effectuate the reasonable intent of this Article. (5/90)
ARTICLE VII
OFFICERS
Section 1. Elective Officers.
The Academy shall have a President, a President-Elect, and a Vice President,
who, except for the President, shall be elected for a one-year term by the
members of the Academy. The President-Elect shall succeed to the office of the
President for a one-year term without further vote of the members. (5/90)
(a) President. The President shall preside at all meetings of the
Academy and appoint all committees and representatives of the Academy authorized
in these Bylaws or by the Board of Trustees. The President shall have such
powers and perform such other duties of the Academy as are usually possessed or
exercised by Chief Executive Officers. The President shall be the Chairperson of
the Board of Trustees. (5/90)
(b) President-Elect and Vice President. The President-Elect and Vice
President shall perform such duties as are delegated by the President or the
Board of Trustees. The President-Elect shall serve as the Grievance Chair. In
the absence of the President, the Vice President shall perform the duties of the
President. In the absence of the President and the Vice President, the
President-Elect shall perform the duties of the President. In the absence of the
President, Vice President, and President-Elect, the duties of the President
shall be performed by the person designated by the remaining members of the
Board of Trustees. (5/90) (4/96) (5/08)
Section 2. Appointive Officers.
The
Academy shall have a Treasurer, Secretary, Director of AAARTA (4/09) and such
other officers as the President shall appoint, with the consent of the Board of
Trustees. Except for the Director of AAARTA, (4/09) appointive officers need not
be members of the Academy and may be compensated. Such compensation shall be
approved by the Board of Trustees. The duties of the appointive officers shall
be: (5/90)
(a) Treasurer. The Treasurer shall supervise the financial records
maintained and the financial actions taken by the Academy, periodically review
the financial condition of the Academy, make the financial reports to the Board
of Trustees and members at such intervals as the Board of Trustees shall direct,
annually obtain an audit of the Academy's financial statement, and shall keep a
record of the names and addresses of all members, showing the dates when they
became members and the cause and date of termination of membership of those who
shall cease to be members. (5/90) (5/07)
(b) Secretary. The Secretary shall be Secretary of the Academy and of
the Board of Trustees, and shall keep an accurate record of all meetings of the
Academy and of the Board of Trustees. (5/90) (5/07)
(c)
Director of AAARTA. The Director of AAARTA shall be a Trustee holding dual
membership in the Academy and in AAARTA appointed as set forth in Article VII
Section 2, and who serves at the discretion of the President. In addition to
serving as a Trustee, the Director of AAARTA, subject to the direction of the
President and the Board of Trustees, shall have such powers and perform such
other duties of AAARTA as are usually possessed or exercised by Chief Executive
Officers, including the power to formulate and adopt rules and procedures for
the internal functioning of AAARTA. (4/09)
ARTICLE
VIII
ELECTIONS
Section 1. Time of Elections.
The Academy shall hold an election of officers and Trustees which
shall take place at the Annual Meeting. The election of officers shall be held
first and then the election to fill the balance of the Board of Trustees. The
terms of the officers and Trustees elected shall begin at the conclusion of such
Annual Meeting. (5/91)
Section 2. Nominating Committee.
The
Nominating Committee shall consist of the elected officers and four (4) other
members, at least three (3) of whom must not be Trustees. No two (2) of the
non-Board members shall be from the same region of the Academy. The four
non-officer members of the Nominating Committee shall be designated by the
President. No person seeking nomination may serve on the Nominating Committee.
If any vacancy on the Nominating Committee is created by operation of the
foregoing sentence, the President shall designate a replacement in accordance
with the requirements of this section. (5/91) (5/92) (5/97)
Each Academy member seeking election to the offices of
President-Elect, Vice President or Trustee must submit a declaration of intent
and a brief biography to the Nominating Committee no later than 60 days before
the Annual Meeting. (5/91)
From the nominations received, the Nominating Committee shall propose
a slate of candidates for the offices of President-Elect and Vice President, and
each position of Trustee to be filled at the Annual Meeting. (5/91) (5/92)
The Nominating Committee shall present a slate consistent with the
requirements of Article VI, Section 1 to the extent possible. The Nominating
Committee shall endeavor or make reasonable efforts to propose a slate of
candidates representing each of the regions. (5/93)
No less than thirty (30) days before the Annual Meeting, a list of
all nominees and their biographies shall be sent to Academy members. This list
shall also set forth the slate of candidates proposed by the Nominating
Committee. (5/91)
ARTICLE IX
INDEMNIFICATION OF TRUSTEES, OFFICERS AND AGENTS
Section 1. Right of Indemnification.
The Academy shall reimburse, indemnify and hold harmless each
Trustee, officer and employee of the Academy and may reimburse, indemnify and
hold harmless agents of the Academy from and against all claims, liabilities,
fines, costs, judgments, fees, settlements and expenses of each person which
arise in whole or in part by reason of being or having been a Trustee, officer,
employee or agent of the Academy if such person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the Academy.
(5/90) (10/91)
Section 2. Purchase of Insurance.
The Academy is authorized to purchase insurance for its Trustees,
officers, employees and agents protecting them against liabilities and expenses
described herein, and the limitation on the payment of indemnification set forth
above shall not apply to limit the conditions under which any amount of
insurance proceeds may be paid to any Trustee, officer, employee or agent.
(5/90)
ARTICLE X
COMMITTEES
Section 1. Committees.
The Academy shall have such standing committees as may be authorized
by the Board of Trustees. The President may create such special committees, or
eliminate any existing special committees as the President may from time to time
deem desirable. (5/90)
Section 2. Public Statements.
Except as otherwise provided in these Bylaws, no committee shall
commit the Academy, or take action in the name of the Academy, or make public
statements in the name of the Academy, without first obtaining approval of the
President or following such procedure as the Board of Trustees may from time to
time adopt. A committee may make public statements on its own only after
obtaining approval from the President or following such procedures as the Board
of Trustees may from time to time adopt. (5/90) (10/91)
Section 3. Appointments.
The President shall have authority to appoint and remove all
committee members and appoint and remove the chairpersons of all committees.
(5/90)
Section 4. Duties.
The duties of each standing committee shall be those prescribed by
the Board of Trustees and of each special committee shall be those prescribed by
the President. Each standing or special committee shall have the power to fix
its own time and place of meetings, and to adopt rules for its own conduct and
course of proceedings consistent with these Bylaws and any guidelines issued by
the Board of Trustees, or as to special committees, the President. Each
committee shall keep a record of all of its proceedings. (5/90)
ARTICLE XI
AMENDMENTS TO BYLAWS
These Bylaws may be amended by any one of the following methods:
Section 1. Regularly Scheduled Board of
Trustees Meetings.
Any member of the Board of Trustees may propose an amendment to the
Bylaws by written or oral motion at a regularly scheduled meeting of the
Trustees. The Board of Trustees by majority vote may adopt, reject or amend such
proposed amendment. Once approved by a majority of the Board of Trustees, such
amendment must be approved either (1) by a majority of the Academy membership as
a whole by written ballot (by mail or fax), or (2) once a quorum has been
established, by a two-thirds (2/3) vote of the members present and voting at the
business meeting of the next Annual Meeting. (5/97) (5/08)
Section 2. Non Regularly Scheduled
Meetings.
Any twenty-five (25) members of the Academy or any three (3) members
of the Board of Trustees of the Academy may file with the President a written
proposal for amendment of any Bylaw. The President shall promptly submit a copy
of each such written proposal for amendment to each Trustee. The Board of
Trustees by majority vote (in person, by telephone conference, facsimile
transmission, or internet conference, email, ListServ or similar electronic
means, as shall be determined from time to time by the Board of Trustees), may
adopt, reject or amend such proposed amendment. Once approved by a majority of
the Board of Trustees, such amendment must be approved either (1) by a majority
of the Academy membership as a whole by written ballot (by mail or fax), or (2)
once a quorum has been established, by a two-thirds (2/3) vote of the members
present and voting at the business meeting of the next Annual Meeting. (5/97)
(4/98) (5/08)
Section 3. Regularly Scheduled Annual
Academy Business Meeting.
Any member of the Academy may propose a Bylaw amendment to be
considered at the next annual business meeting. Any such proposal must be
submitted to the Academy membership at large at least thirty (30) days prior to
the business meeting, and thereafter may not be amended. Such proposed amendment
must be approved once a quorum has been established, by a two-thirds (2/3) vote
of the members present and voting at the business meeting of such next Annual
Meeting. (5/97) (5/08)
ARTICLE XII
NONDISCRIMINATION
Membership in the Academy shall not be restricted on account of
discrimination against any person or group on the basis of race, color, sex,
sexual orientation, age, religion, national origin, marital status, political
belief, or physical handicap. (5/90) (10/91)
ARTICLE XIII
RESOLUTIONS
At any meeting, the Board of Trustees by majority vote of all of the
Trustees present may adopt resolutions, which shall become the official position
of the Academy on certain issues.
In the discretion of the Board of Trustees, a proposed resolution may
be presented to the membership at the next Annual Meeting and shall be adopted
or rejected by a majority of those members voting.
In the discretion of the Board of Trustees, a proposed resolution may
be mailed, faxed, or emailed through the Academy Listserv to the membership and
shall be approved or rejected by a majority of those members voting. (4/96)
(4/02)
ARTICLE XIV
MEMBER COMMUNICATIONS
Section 1. Means of Communication.
The Academy may use or establish one or more means of electronic or
facsimile communications for use by members, including internet website
communications and ListServ. No member may use such Academy established means of
communication for any purpose other than Academy business or professionally
related correspondence. No member shall disparage any other person in any
transmission sent by means of Academy established means of communication. (7/99)
Section 2. Confidentiality of
Communications.
The Academy has established a Broadcast Fax system for notifying the
membership of Academy business and professionally-related matters of interest to
the membership at large. This may be supplemented or replaced by other
electronic means of communication, including ListServ and other internet
communication means. Regardless of the means of communication used, such
transmissions are for Academy members only and may not be copied or forwarded to
nonmembers without prior consent from the Board of Trustees. Further, the
information in such transmissions shall be treated as confidential and may not
be discussed with persons who are not members of the Academy except in the
context of professional representation of a client. This confidentiality
provision shall also apply to information a member may possess that results in a
Broadcast Fax or other Academy-established means of communication. (7/99)
Section 3. Notices to Members.
(a) Except as otherwise specifically provided to the contrary in
these Bylaws, any notice to the membership required or permitted by these Bylaws
shall be deemed effectively given upon deposit with the United States Postal
Service, postage prepaid, and addressed to the member at the last known address
for the member as recorded in the membership list maintained by the Treasurer of
the Academy, or upon being faxed or emailed through the Academy Listserv. (4/00)
(4/02)
(b) It shall be the responsibility of each member to inform the
Treasurer of the Academy of any changes to the member's address, telephone
number, fax number, and email address. (4/00)
