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ASSOCIATION OF MANAGEMENT CONSULTING FIRMS

BY LAWS

Article I: NAME AND OFFICE

Section 1: Name

The name of the organization shall be the Association of Management Consulting Firms (the Association). It is a not for profit, membership association of firms providing services of consulting to management. The Association shall be governed by a Board of Directors (the Board).

Section 2: Principal office

The principal office of the Association shall be in a place designated from time to time and published by the Board. The Association may have such other offices as are, from time to time, approved by the Board.

.Article II: DEFINITION OF PROFESSIONAL FIELD

Section 1. Consulting to Management.

Consulting to management is the rendering of advisory services and related assistance for a fee by independent and objective professional persons organized as a firm or similar entity. It covers those persons who help management analyze problems associated with the goals, objectives, policies, strategies, products, administration, organization, and the principal functional or operating areas of the various institutions of society; recommend practical solutions to these problems; and assist with implementation when asked to do so by the client.

Section 2: Management Consulting Firm

A management consulting firm denotes a group of two or more persons united in a joint concern for the purpose of providing consulting to management and which meets the provisions contained in Article IV.

Section 3: Management Consultant

A management consultant is an individual who provides independent advice and assistance about the process of management to clients with management responsibilities.

Section 4: Professional Management Consultant

A professional management consultant is an individual who is engaged principally in the practice of consulting to management, who strives for self improvement in the processes of both management and consulting to management, and who supports his or her profession by identifying with a code of ethics compatible with that of the Association.

Article III: MISSION AND PURPOSES

The Association’s mission is to advance the knowledge and quality of the practice of consulting to management and to enhance the image and understanding of the profession among its various publics.

In achieving this mission, the Association shall have the following as its purposes:

1. To unite into a professional association, for mutual and public benefit, those firms or similar entities that, in consulting to client management, meet high professional standards of competence, objectivity and integrity

2. To establish and enforce professional and ethical standards

3. To advance the art and science of consulting to management in the public interest

4. To develop, improve and encourage the professional practice of consulting

5. To provide programs and conduct research for the continuing professional development of individual consultants and the practice of consulting to management, and to disseminate the results of such activities in the public interest

6. To promote a better understanding of the role, function, and contributions of consulting

7. To foster the development and better understanding of the art and science, practice, and role of management and consulting in the economic and social systems

8. To enhance and maintain a good image for the consulting profession with its various publics
9. To represent the profession and its interests with governmental entities.

10. To cooperate with other industrial, technical, educational, professional and governmental bodies on matters of mutual interest and concern.

11. To take a position and express an opinion on issues directly and generally affecting management consulting firms and consulting to management; provided however, that no action shall be taken on such matters as clearly fall solely within the purview of individual firms or similar entities.

12. To undertake such other functions, consistent with the By Laws of the Association as will advance the professional standing, economic well being, and operational effectiveness of the Association, its member firms or similar entities, and the consulting profession.

Article IV: MEMBERSHIP

Section 1: Scope of Membership

Any firm or similar entity that consults to management shall be eligible for membership as described below, subject to such membership requirements as may be set from time to time by the Board.

Membership of firms or similar entities includes wholly owned or substantially owned divisions affiliates, subsidiaries, associated partnerships, offices, or corporations, provided that the principal activity is that of consulting to management.

Section 2: Requirements for Membership

A firm or similar entity seeking membership in the Association shall fulfill the requirements in Sections 3 10 below and other requirements as determined from time to time by the Board. Candidates for membership shall be reviewed by the appropriate regional Membership Committees and recommended to the Board for election to membership.

Section 3: Scope of Service

The principal activity of the firm or similar entity shall be that of consulting to management in commerce, industry government, or other non profit institutions on issues as defined in Article II Section 1. A significant portion of the total revenue of the firm or similar entity shall come from services of consulting to management.

The fees charged by the firm or similar entity for providing services of consulting to management shall be disclosed to clients in advance and shall be commensurate with the nature of services performed and the responsibility assumed. Any additional fees or commissions to be received for equipment, supplies or other services recommended shall also be disclosed to clients in advance in conformance with the Association’s Code of Ethics.

Section 4: Length of Service

The firm or similar entity in its current form shall have operated continuously for a sufficient length of time to have earned a reputation for competence, objectivity, and stability. This period is not defined precisely, and the determination by the Association shall be based on a careful consideration of all relevant factors.

Section 5: Size of Firm or Similar Entity

The firm or similar entity shall have a permanent staff of full time management consultants of not less than a certain minimum number to be established periodically by the Board. The permanent staff shall be of sufficient competence and experience to handle any assignments the firm or similar entity normally undertakes. Finally, the firm or similar entity shall have annual billings for consulting services of not less than a certain minimum level to be established periodically by the Board.

Firms or similar entities accepted into membership in the Association prior to November 1. 1981 shall be exempt from the requirements set forth in this Section.

Section 6: Professional Posture of Firm or Similar Entity

The firm or similar entity shall have a known standing in the profession as evidenced by the quality of. its work for clients, its work for the development and improvement of the practice of consulting to management, its membership and participation in management and professional associations and societies, its publication of articles and books on management and consulting to management, and its approach to research and staff training. The firm or similar entity shall subscribe to the mission and purposes of the Association and agree to accept and to adhere to the Code of Ethics of the Association.

Section 7. Membership for Firms or Similar Entities With Public or Other Outside Ownership

The Association shall consider a firm or similar entity with public or other outside ownership for membership if it can demonstrate to the satisfaction of the Association's member firms or similar entities that it can meet the following criteria pertaining to professional independence:

1. The firm or similar entity and its principals shall not have any affiliations or interests which can jeopardize its independent practice of consulting to management.

2. The professional responsibilities (operating policies and practices, client relationships, clients' reports and recommendations and control of the quality of engagements) shall be under the jurisdiction of the partners or equivalent who manage the firm or similar entity.

3. The nature of the parent organization's business or service shall be such that the firm or similar entity can continue to function as a professional organization consulting to management with a clearly identifiable separate identity.

4. The parent organization shall attest that its interests and ownership will not threaten the integrity, professional independence, or competence of the firm or similar entity.

Section 8: Financial Stability

The firm or similar entity shall be financially stable and enjoy a good credit rating.

Section 9: Business Office

The firm or similar entity shall occupy business offices which are appropriate to the practice of consulting to management. To be listed as an official office in the AMCF Directory of Members, the office shall domicile at least one full time member of the professional consulting staff of the firm or similar entity under which membership in the Association is held. The provisions of this Section shall apply to both headquarters offices and branch offices of the firm or similar entity.

Section 10: Election to Membership

In processing a candidate for membership, the appropriate regional Membership Committee shall follow the established application procedures and shall then make its recommendation to the Board. An affirmative vote of two thirds of the Board shall be required for election to membership.

After a candidate has been elected to membership, the Chair or the President shall notify the newly elected firm or similar entity. Within thirty (30) days after such notification, the new member firm or similar entity shall pay to the Association the entrance fee and a proportionate amount of the dues and assessments for the current fiscal year.

Section 11: Rights of Members

The Association shall have no jurisdiction over the internal affairs of member firms or similar entities except as provided in Article XIII. Except as provided in Article XIII, no member firm or similar entity shall cede any of its individual rights and powers, as provided in its constitution or articles of incorporation and by laws, by joining the Association.

Section 12: Voting

Each member firm or similar entity shall appoint an official representative and one or more alternates to represent it in the affairs of the Association. The names of the persons so designated shall be sent to the Association office, and name changes may be made at any time by written notification to the Association.

Through its official representative or alternate, each member firm or similar entity shall be entitled to one vote, in person or by proxy, in the election of members of the Board and officers, and in the conduct of other business at annual, regional, and special meetings of the Association. No representative or alternate shall vote on matters directly relating to the firm or similar entity which he/she represents, including such matters as would affect continuation of membership or in relation to disputes between member firms or similar entities.

Section 13. Change in Name or Ownership Structure of Member Firms or Similar Entities

Membership in the Association shall terminate if a member firm or similar entity shall consolidate, merge or become affiliated with another professional service, commercial, industrial, or other type of organization, or shall be reorganized, or shall change its name in a significant manner. The member firm or similar entity or its successor, as the case may be, may apply to the Association for continuance of membership or new membership.

Section 14: Membership for Member Firms or Similar Entities Which Dissolve or Separate into Parts

When a member firm or similar entity dissolves or separates into parts and some of its partners or equivalent reorganize the original firm and other former partners or equivalent form a separate firm or firms, the reorganized firm or similar entity and each newly formed firm or similar entity shall separately meet the requirements for membership an stated in this Article to be eligible for membership.

Section 15: Periodic Requalification of Member Firms or Similar Entities

Based on criteria and a schedule established by the committee, member firms or similar entities may be required to periodically requalify for continued membership. The purpose of requalification is to make certain that member firms or similar entities continue to meet the requirements for membership. This requalification procedure shall include a questionnaire on such matters as ownership, organization, client services, general method of operations, and standards of professional conduct and practice. The requalification procedure may require member firms or similar entities to furnish a list of clients served during the two (2) preceding years, including the general nature of services rendered in each case.

The President shall check a representative sample of clients to determine whether they have been served with competence, objectivity, and integrity. The President shall furnish a complete report of this requalification review of each member firm or similar entity to the Membership Committee.

The Membership Committee shall study the President’s report, including all non confidential supporting data, and make a recommendation to the Board regarding continued membership of each member firm or similar entity. An affirmative vote of two thirds of the Board shall be required for continuation of membership.

Section 16: Duration of Membership

The membership of a member firm or similar entity shall terminate when it no longer fulfills the requirements for membership. It is the responsibility of each member firm or similar entity to notify the President of any changes in its ability to meet the requirements for continued membership. The Membership Committee shall review the issues and make its recommendations to the Board with respect to each such firm or similar entity. After the member firm or similar entity in question has had an opportunity to be heard, an affirmative vote of two thirds of the Board, shall be required for continuation of membership.

Section 17: Discontinuance of Consulting Practice

The Board shall terminate the membership of any member firm or similar entity which ceases to be actively engaged in the practice of consulting to management.

Section 18: Resignation

A member firm or similar entity may resign by sending a written resignation to the President of the Association. Such resignation shall be presented to the committee at its next succeeding meeting. Resignations shall be effective upon fulfillment of all obligations in accordance with Article X. Interests of a member firm or similar entity in the Association shall cease on the termination of membership.

Section 19: Reinstatement

Member firms or similar entities whose membership has been suspended or terminated by reason of failure to comply with any of the applicable conditions of membership specified above or other membership requirements determined by the Board, may be reinstated when the disqualifying condition is removed, except as specified in Section 21 below. Upon submission of a membership application, the member firm or similar entity may be reinstated by an affirmative vote of two thirds of the Board without requalification or payment of an entrance fee.

Section 20: Suspension or Expulsion from Membership for Failure to Pay Dues

A member firm or similar entity may be suspended or expelled from membership for failure to pay dues and assessments, by an affirmative vote of two thirds of the Board.

Section 21: Censure, Suspension, or Expulsion for Reasons Other Than Failure to Pay Dues

A member firm or similar entity may be censured, suspended, or expelled from membership by an affirmative vote of two thirds of the Board in accordance with Article XIII and the enforcement procedures as may be established from time to time by the Association. Causes of such action include violation of the By Laws or the Code of Ethics adopted by the Association, commitment of an act which brings discredit to the profession, or finding by a court of law that a fraud or any other felony has been committed by the firm or similar entity.

Section 22: Reapplication

A member firm or similar entity who has been expelled from membership in accordance with Section 21 above may petition the Board for reinstatement after five (5) years from the date of expulsion. Such candidate must be able to demonstrate ethical and technical qualifications for membership and shall pay the full entrance fee.

Article V: GOVERNANCE

Section 1. Board of Directors

General control and administration of the activities funds, membership, property and programs of the Association shall be vested in an Board of Directors composed in accordance with Article VI.

Section 2: Committees

Responsibility for implementation of policies established by the Board shall be vested in the various standing and/or appointed committees and trusts of the Association, in accordance with Article VIII.

Section 3: President

Day to day control and administration of the activities, funds, membership property, and programs of the Association shall be the responsibility of the President who shall maintain and be guided by the By Laws of the Association specifying: the amounts and manner of payment of entrance fees, annual dues and assessments for members; application procedures; procedures for determining whether applicants meet the requirements for membership; procedures for enforcing the standards of professional conduct; procedures for revoking membership; and such other provisions as may be appropriate for governing the Association in accordance with its By Laws.

Section 4: Manual of Duties and Procedures

There shall be an official manual of duties and procedures (the Manual) of the Association. It shall be consistent with these By Laws and aid in their implementation.

Article VI: BOARD OF DIRECTORS

Section 1: Composition

The Board shall consist of a Chair, a President, and not less than eight (8) nor more than thirteen (13) members for a total of not less than ten (10) nor more than fifteen (15) persons. The Chair shall be the Chair of the Board.

Each member and officer of the Board, with the exception of the President, shall be a partner or equivalent or a full time professional staff person of a member firm or similar entity. No firm or similar entity shall have more than one (1) person on the Board, including such firms or similar entities as may have wholly owned or substantially owned divisions, affiliates, subsidiaries, associated partnerships or corporations which are also members of the Association.

The Chair and President shall be members of the Board with the right to vote. The Chair shall be the Chair of the Board. The size of the Board may change from time to time in accordance with the needs of the Association as determined by the Chair, subject to a majority vote of the members of the Board. The number of members of the Board shall be set in sufficient time for the Nominating Committee to act in accordance with Article VIII. The size of the Board shall not be reduced in such manner as to remove any duly elected member from the Board prior to the expiration of his/her term of office. The Board, in accordance with the procedure provided above, may decide not to fill any seat vacated by expiration of a term of office, by resignation, or by any other reason, provided the total voting members of the Board shall not be fewer than (10) members.

Section 2: Manner of Election and Term

The President shall be elected in accordance with Article VII Section 5. All other members of the Board shall be elected at the Association's annual business meeting by ballot cast by the official representative or alternate of each member firm or similar entity in person or by proxy, fax, postal (or courier) mail, or e-mail. A sufficient number of members to fulfill the composition of the Board as determined under Section 1 above shall be elected each year to serve for a term of three (3) years or until successors have been elected and assumed office. They shall assume office immediately upon election.

Section 3: Re election of Board Members

Members of the Board, with the exception of the President, may serve two consecutive, full three (3) year terms after which they shall not be eligible for re election until at least two (2) years have elapsed. However, a member may continue beyond two three (3) year terms if he/she is elected Chair. A person filling a vacancy under Section 9 below shall be eligible for election to two full three (3) year terms upon completion of the unexpired term.

Section 4: Nominations

The nominating committee acting in accordance with Article VIII, Section 3, shall present to the membership at least thirty (30) days before the Annual Business Meeting, one (1) nomination for each seat on the Board which is about to expire and which the Board has decided to fill, except for that of President, and for each new seat that is to be filled in accordance with Section I above. Independent nominations may be made in accordance with Article VIII, Section 4.

Section 5: Calling of Meetings

The annual meeting of the Board shall be held within one hundred twenty (120) days after the beginning of the fiscal year. Other meetings of the Board may be called at any time by the Chair or by any five (5) members of the Board. Notice of such meetings shall be given to each member of the Board not less than fifteen (15) days in advance. Notice of meetings called by other than the Chair shall contain a statement of the purpose of such meeting, and the business shall be confined to that purpose, unless other items for discussion are approved by a majority of the Board during the meeting.

Section 6: Quorum

A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any lesser number shall adjourn until a quorum is present. Action by a majority (or 2/3 where required by these By Laws) of members present at the meeting at which a quorum in present shall constitute action of the Board. Any one or more members of the Board may participate in a meeting of the Board by means of a conference call or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 7: Voting Rights

Voting rights of a member of the Board shall not be delegated to another nor exercised by proxy.

Section 8: Means of Voting

Action may be taken by a postal (or courier) mail, fax, telephone, or e-mail ballot of the members of the Board; and when unanimous consent of all members is received, it shall constitute a valid action of the Board, if reported at the next regular meeting of the Board.

Section 9: Vacancies

Any vacancy occurring on the Board shall be filled by a majority vote of the remaining members of the Board for the remaining period of the unexpired term of the member(s) leaving, subject to the provisions of Section 1 above.

Section 10: Compensation

Members of the Board and elective officers, with the exception of the President, shall not receive any compensation for their services.

Section 11: Past Chair on Board

The immediate past Chair shall remain a member of the Board for one (1) year as an ex officio member, without the right to vote, if she/he is not eligible to serve under other provisions of these By Laws.

Section 12: Removal of Board Member or Officer

Any Board member or Officer who misses two [2] consecutive regular Board meetings is automatically removed from the Board and/or Office. The remaining Board, by a two-thirds vote, may reinstate the removed Board member or Officer. By way of illustration, not limitation, the Board would be expected to give more favorable consideration to reinstatement if the absence[s] were the result of extenuating circumstances of a personal, not business, nature.

Article VII: OFFICERS

Section 1: Officers

The officers of the Association to be elected by the member firms or similar entities shall be a Chair and a Chair-Elect. Other officers shall include a President and such other officers as the Board shall determine, and the President and such other officers, if any, shall be elected by the Board. The Chair and the Chair-elect are to be elected by the official representative or alternate of each member firm or similar entity during the Annual Business Meeting of the Association, and to serve until a successor has been duly elected and assumed office. Election shall be by ballot, in person or proxy, and a majority of votes shall elect. The Chair and Chair-elect shall assume office immediately upon election; the President and other officers shall assume office on a date to be determined by the Board. The Chair and President shall be members of the Board with a right to vote; other officers may, but need not, be members of the Board.

Section 2: Nominations and Election of Chair and Chair-elect; Eligibility to serve as an Officer.

In accordance with the procedures specified in Article VIII, Section 4 – The Nominating Committee shall prepare nominations for Chair of the Association and submit these to the official representative of each member firm or similar entity at least thirty (30) days before the Annual Business Meeting. Any person(s) so nominated shall have given prior consent to nomination and election. Independent nominations may be made in accordance with Article VIII, Section 5. Any partner or equivalent of a member firm or similar entity in good standing shall be eligible for nomination and election to any office of the Association. The President need not be employed in any capacity by a member firm or similar entity.

Section 3: Term of Office of Chair; Removal of Officers

The Chair shall serve for a term of' one (1) year, or until a successor is duly elected and qualified. Upon completion of this term, the Chair may be re elected for the next succeeding year. The Chair shall not be eligible for re election to the same office for two (2) years after the initial term of one (1) year or the term of two (2) years. Any officer may be removed from office by the Board at any time for cause, by an affirmative vote of two thirds of the remainder of the Board.

Section 4: Vacancies

Vacancies in any of the offices of the Association may be filled for the balance of the unexpired term by the Board at any of its meetings. In the temporary absence or incapacity of the Chair, the Board, by majority vote, shall select one of its members who shall act in his/her stead during the period of absence or disability. If the Chair resigns, becomes permanently incapacitated, dies, or is removed from office by the Board, the President shall as soon as possible, call for a vote of the Board to, by a majority vote, elect one of its members to fill the unexpired term as Chair.

Section 5: Term of office and Compensation of President

The Board shall have the power to elect a President for a term of office as may be decided by the Board, and shall determine his/her compensation.

Section 6: Duties of Officers

The duties of the Chair and President shall be such as their titles by general usage would indicate, as may be specified by the Board, or as assigned to them from time to time as may be required by law, or as described in these By Laws and the Manual.

Article VIII: COMMITTEES AND TRUSTS

Section 1: Standing Committees

The standing committees of the Association shall be education, government relations, international advisory management practices, membership development, and nominating. The Chair, subject to ratification by the Board, shall appoint the committee chairs from among the members of these standing committees. The Chair shall also make any necessary replacements of standing committee chairs, subject to ratification by the Board.

The chairs and members of the standing committees, except nominating, shall be appointed within seventy five (75) days after the beginning of the fiscal year and shall serve until the end of the fiscal year or until replaced. The chair and members of the nominating committee shall be appointed by November of the fiscal year.

The standing committees shall have the authority and responsibilities as defined in the Manual or by the Chair subject to approval by the Board.

Section 2: Ad Hoc Committees

The Chair shall designate ad hoc committees as necessary and shall appoint the committee chairs. The Chair and the committee chairs shall appoint the members of the ad hoc committees. The Chair shall make any necessary replacements of ad hoc committee chairs, subject to ratification by the Board. The chairs and members of ad hoc committees shall be appointed within thirty days after the determination of need for such a committee and shall serve until the defined need or mission is satisfied. These ad hoc committees shall have the authority and responsibilities as defined by the Chair, subject to approval by the Board.

Section 3: Administrative and Special Boards and Trusts

The Board may appoint, or authorize the Chair to appoint, other administrative or special committees from the members as needed and delegate authority and responsibilities to such committees and revoke them and terminate the existence of such committees as the committee sees fit. The Board may also create trusts for special purposes and appoint or authorize the Chair to appoint the trustees thereof and revoke and terminate any such trusts as the Board sees fit.

Section 4: Nominating Committee

A Nominating Committee of five partners or equivalent or persons from professional staffs of member firms or similar entities ( who are either not eligible for re-election to the Board or, if he/she is a current Board member, shall have at least one year remaining in his/her term of service on the Board), shall be appointed by the Chair, subject to ratification by the Board at its next meeting, and shall be announced to the member firms or similar entities thirty (30) days before the annual business meeting. The Nominating Committee shall invite suggestions from the member firms or similar entities regarding suitable candidates for the office of Chair and a sufficient number of nominees for the Board to fulfill the composition as determined under Article VI, section 1, prior to the annual business meeting.

The report of the nominating committee shall be presented to the official representative of each member firm or similar entity by the President at least thirty (30) days before the Annual Business Meeting, and the nominations shall be voted on during that meeting.

Section 5: Independent Nominations

Independent nominations may also be made by any five (5) member firms or similar entities by submitting then in writing to the President at least twenty (20) days prior to the date of the Annual Business Meeting. When this happens, the President shall, at least fifteen (15) days before the Annual Business Meeting, mail to the official representative of each member firm or similar entity a second ballot containing both the names of those candidates nominated by the nominating committee and those nominated independently to be voted on during the annual business meeting.

Article IX: MEETINGS OF MEMBERS AND VOTING

Section 1: Annual Business Meeting

The Annual Business Meeting of the Association for the election of Board members and officers, and for the transaction of other business, shall be held within one hundred twenty (120) days after the beginning of the fiscal year, at a time and place to be designated by the Board at least thirty (30) days in advance of the meeting.

Section 2: Regional Meetings

Regional meetings of the Association may be held at such times and places as shall be approved by the Board or the Chair, subject to ratification by the Board.

Section 3: Special Meetings

Special meetings may be called by the Board at any time or shall be called by the Chair upon written request of at least ten (10) member firms or similar entities, within fifteen (15) days after the filing of such requests with the President. The business to be transacted at each special meeting shall be stated in the notice thereof and no other business may be considered at that time.

Section 4: Notices
Within five (5) business days following the designation of a time and place for the Annual Business Meeting by the Board, the President shall mail a written notice of the meeting to the official representative at the office address of each member firm or similar entity as it appears in the records of the Association. At least fifteen (15) days in advance of the Annual Business Meeting, the President shall mail to the official representative of each member firm or similar entity a supplementary notice listing the principal items of business to come before the meeting.

Section 5: Voting

At all meetings of the Association, each member shall have one (1) vote by its official representative or alternate who may vote in person or by proxy. Unless otherwise specifically provided in the By Laws of the Association, a majority vote of the membership shall govern.

Section 6: Quorum of Members

A majority of the member firms or similar entities, represented by their official representative or alternate or by proxy, shall constitute a quorum. If a quorum is not present at any meeting, the representatives present shall adjourn the meeting from time to time as may be necessary until a quorum is present.

Section 7: Proxies

A member firm or similar entity shall vote by proxy at any annual, regional, or special business meeting, if it is impossible for their official representative or any alternate to be present in person. Each proxy shall be executed in writing and shall be valid only for the meeting at which it is presented.

Section 8: Rules of Order

The current edition of Robert's Rules of Order shall govern at all meetings of the Association, of the committee, and of all standing or ad hoc committees on any point not covered by the By Laws of the Association.

Section 9: Minutes of Association Meetings

Within thirty (30) days after any business meeting of the member firms or similar entities, the President shall distribute minutes of the meeting to the official representative at the office address of each member firm or similar entity as it appears in the records of the Association. The official representative of any member firm or similar entity shall request corrections or amendments to the minutes by submitting such in writing to the President. If no corrections or amendments have been received in the Association office thirty (30) days after the day on which the minutes were distributed, the minutes shall be considered to be approved as submitted. When ordered by the Board or the Chair, the President shall mail corrected minutes to the official representative of member firms or similar entities.

Article X: ENTRANCE FEE, DUES AND ASSESSMENTS

Section 1: Entrance Fee, Dues and Assessments

The entrance fee, annual dues, and any special assessments and manner of payment shall be determined by a majority vote of the Board. However, before any change in the entrance fee, annual dues, and special assessments is determined, the proposed change shall be submitted to the member firms or similar entities for consideration and comment for a period of not less than thirty (30) days.

Section 2: Payment of Dues and Assessments

Payment of dues and assessments shall be made annually in January, or semiannually (January and July), during the Association's fiscal year which begins on January 1 and ends on December 31. Any changes to this schedule shall be subject to ratification by the Board.

Section 3: Suspension or Termination of Membership for Failure to Pay Dues and Assessments

Member firms or similar entities who fail to pay their dues and assessments within thirty (30) days from the time they become due shall be notified by the President. If payment is not made within fifteen (15) days from the date the President's notice is mailed, they shall be reported to the Board as delinquent. If approved by a majority vote of the Board, such delinquent member firms or similar entities shall be suspended from membership, or may, without further notice and without hearing, be dropped from membership and thereupon forfeit all rights and privileges of membership. Any suspension or termination shall be subject to ratification by the Board.

Section 4: Dues and Assessments in the Event of Resignation or Suspension

Member firms or similar entities that resign or are suspended from membership shall be liable for payment of the fiscal year's dues and assessments, unless such resignations are received or suspensions take place within thirty (30) days following the annual billing for dues and assessments on January 1, the beginning of the fiscal year.

Section 6: Dues and Assessments in the Event of Expulsion or Termination of Membership

Member firms or similar entities expelled from membership, or whose membership terminates for any reason other than resignation, shall pay a proportionate part of the dues and assessments for the fiscal year in which their membership terminated.

Article XI: FINANCES

Section 1: Fiscal Year

The fiscal year for the Association shall commence on January 1st and end on December 31st of each calendar year.

Section 2: Bond

The Chair, President, and other signatories authorized by the Board, may sign checks, execute contracts, or incur financial obligations as provided in the By Laws of the Association or as set by the Board. They shall furnish a surety bond in such amount as the Board may determine, the cost to be paid by the Association.

Section 3: Annual Budget

The Board, at its final business meeting of the fiscal year, shall project an income and expense budget covering all expenses and activities for the next fiscal year, as well as the proposed entrance fee, dues, and assessment structure.

Section 4: Annual Report

During the Annual Business Meeting, the Board shall furnish the member firms or similar entities with a review of the year's activities, a report on changes in the membership, an estimated financial report for the fiscal year compared with the budget, and the recommended budget for the next fiscal year. The final financial report for the fiscal year shall be exhibits appended to the minutes of the Annual Business Meeting distributed to the official representative of each member firm or similar entity.

Section 5: Annual Audit

An annual audit of the accounts of the Association shall be made, either by a certified public accountant, or a firm of certified public accountants. The audit reports including the financial statements shall be submitted to the Board by the President within ninety (90) days following the close of the fiscal year.

Article XII: CORPORATE SEAL

Section 1. Corporate Seal

The Association shall have a corporate seal of such design an the Board may adopt, subject to ratification by the Board.

Article XIII:

ENFORCEMENT OF STANDARDS

Section 1: Enforcement Procedures

The Association shall enforce its standards of professional conduct by means of the procedures contained in the Association’s Code of Ethics.

Article XIV: AMENDMENTS

Section 1: Amendments to By Laws

These By Laws shall be amended, repealed, or altered in whole or in part, by a majority vote of the official representative or alternate of each member firm or similar entity, voting in person or by proxy, at any duly organized meeting of the Association, or by a majority vote of the official representative or alternate of member firms or similar entities voting by a thirty (30) day mail ballot. Notice of such proposed changes shall be sent in writing to the official representative of member firms or similar entities thirty (30) days before the meeting or before the mail ballot is due.

Amendments may be proposed by the Board on its own initiative, or upon petition of any ten (10) member firms or similar entities addressed to the Chair. Such proposed amendments shall be presented to the member firms or similar entities by the Board with or without recommendation.

Article XV: LIMITATION OF LIABILITIES

Section 1. Limitation of Liabilities

Nothing herein shall constitute members of the Association as partners for any purposes. No director officer, employee or member of this Association shall be liable for the acts or failure to act on the part of any other director, officer, employee or member of the Association. Nor shall any director, officer, employee, or member be liable for his acts or failure to act under the By Laws of the Association excepting only acts or omissions to act arising out of his/her willful malfeasance.

Section 2: Indemnification of Officers and Directors

Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he/she, his/her testator or intestate, is or was a member of the Board or elective officer of the Association shall be indemnified by the Association, and the Association may advance his/her related expenses, to the full extent authorized or permitted by law.

Article XVI: DISSOLUTION OF THE ASSOCIATION

Section 1: Dissolution

The Association may be dissolved by a resolution adopted by the Board and shall require an affirmative vote of two thirds of the official representatives or alternates entitled to vote at any duly authorized meeting of the Association. The official representatives or alternates may vote in person, by mail, or by proxy.

Section 2: Responsibility for Carrying Out Dissolution

In the event of dissolution of the Association, the Board or a committee appointed by the Board, shall be responsible for its liquidation.

Section 3: Distribution of Assets

In case of dissolution of the Association, the Board shall authorize the payment of all indebtedness of the Association, authorize the payment of reasonable separation pay to the Association's employees, and arrange for the distribution of the remaining net assets according to the applicable provisions of Law.

Section 4: Audit

An independent certified public accountant shall be retained to determine the pro rate distribution, and, excepting for fraud or error of fact, his/her determination shall be final.

Article XVII: GRIEVANCES

Section 1. Grievances

Any controversy or claim arising out of, or relating to actions taken in accordance with the By Laws of the Association; or the breach thereof. shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.