Article I – Name and Mission

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Section 1.  NAME. 

The name of the Association shall be the EUROPEAN BRANCH of the AMERICAN COUNSELING ASSOCIATION; herein after referred to as the Association, or EB-ACA.

1. The private organization (PO) will operate within the USAREUR command wide, with membership and activities beyond the scope of a single ASG. This organization is established according to CDoDI 1000.15, AR 210-22, and AE 210-22.

2. The PO will request approval from the commander of each ASG concerned and from the Region Director, United States Army Installation Management Agency, Europe Region Office (IMA-Europe), for operating USAREUR wide. The installation commander may revoke permission for this organization to operate at any time.

3. This organization is not an instrumentality of the United States, will be self-sustaining, and may not receive financial assistance from the U.S. Army or non-appropriated funds. This organization will not in any way duplicate or compete with a non-appropriated fund instrumentality operation or appropriated funded Governmental function.

 

Section 2. 

The EB-ACA is organized under the North Atlantic Region as a State Branch (Europe) of the American Counseling Association.

 

Section 3.  MISSION. 

European Branch-American Counseling Association is a unified partnership of diverse counseling professionals promoting the shared purpose of developing a deeper understanding of the profession, oneself, the individuals we serve, and to promote public confidence and trust in the counseling profession.

 

Section 4. Purpose.

1. To enhance individual human development.       

2. To advance the disciplines of Counseling, Guidance, Psychology, and Personnel work.

3. To stimulate, promote, and conduct programs of education and research in the above fields by:

   1. Conducting and fostering educational, professional, and scientific meetings, conferences, and professional development workshops in these fields.

   2. Publishing and disseminating information on the above to both the professional community and the general public.

   3. Serving as a central clearinghouse for information pertinent to the above fields.

4. To develop and promote the highest standards of professional conduct among professionals working in the above fields in Europe.

5. To establish, promote, and maintain improved communications among professionals working in the field both in Europe and elsewhere in the world.

 

Section 2. Guidelines.

1. This association shall be non-partisan, non-sectarian, and shall not discriminate in policies, procedures, or membership on the basis of age, color, national origin, race, religion, gender, mental or physical disability, or sexual orientation.

2. Activities of EB-ACA will not seek to deprive individuals of their civil rights.

3. This association will neither accept invitations from nor participate in any activity or organization that does not support an equal opportunity or non-discrimination policy.

4. This organization will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the government.

 

Article II – Membership

 

Section 1. Classes of Membership.

1. Membership with voting rights shall be available only to individuals who are supportive of the EB-ACA mission. Membership shall be individual. 

2. There shall be two classes of voting membership: Professional and Regular

   1. Professional members shall hold a master’s degree or higher in counseling or a closely related field from a college or university that was accredited when the degree was awarded by one of the regional accrediting bodies recognized by the Council for Higher Education Accreditation. Professional members must present proof of academic credentials upon request.

   2. Regular members shall include persons whose interests and activities are consistent with those of the Association, but who are not qualified for Professional membership.

3. There shall be two classes of non-voting membership: Retired and Student.

   1. Retired Professional members shall include persons who were members of the Association in good standing at the time of retirement. Retired members may not receive payment for any counseling or counselor education related work activities.

   2. Student members include any person who is actively pursuing a degree in counseling or a closely related field which can be documented by at least six (6) hours of course enrollment. When applying for membership student members require a professor’s signature on the application form or proof of enrollment to verify their status as graduate students and receive discounted dues.

4. Members must abide by the ACA Code of Ethics. Membership in ACA is encouraged.

5. The Board of Governors of the Association may create additional non-voting membership classes.

 

Section 2. Dues.

1. Annual dues for members shall be established by the action of the Board of Governors (BOG) and reviewed at each general membership meeting.

2. The Board of Governors may authorize reduced dues or dues waivers for special categories of members in accordance with policies and procedures established by the Board of Governor.

3. No other charges or assessments are levied against membership in regard to membership dues.

 

Section 3. Severance of Membership.

1. A member may be dropped from membership for any conduct that tends to injure the EB-ACA or affect adversely its reputation, or that is contrary to or destructive of its mission according the EB-ACA By-Laws and the ACA Code of Ethics and Standards of Practice. A motion to revoke a member will be made in writing to the Board of Governors. The member will be afforded the opportunity to respond in writing to the Board of Governors before the revocation vote is taken. A majority vote of Board of Governor members present is required for revocation of membership.

2. A member shall be dropped from membership for the nonpayment of dues. Members shall be dropped from membership and mailing list if dues are not paid within sixty (60) days following the expiration date of current membership.

 

Article III – Meetings and Actions of the Membership

 

Section 1. Notice of Membership Meetings and Actions. 

1. Membership will meet once a year in conjunction with the annual conference. The annual membership meeting shall be for the purpose of:

1. Conducting such business as is required.

2. Receiving reports from officers and committee chairs.

3. Formally introduce the newly elected officers and elected and appointed Board of Governors.

4. Receiving and acting upon any resolutions in accordance with these Bylaws. 

b)   Routine meetings of the Board of Governors shall be called by the President or by no less than one-third of the voting members of the Board. Each member of the Board shall be notified ten days prior to the meeting. There will be at least two meetings of the Board each year to handle routine and defined business of the Association. At a minimum, general business meetings will be held at the annual conference. 

c)   Other meetings may be called by the Executive Board of the Board of Governors which shall give reasonable notice to the membership when possible. 

d)   General membership of the Association shall be notified at least ten days prior to the date of the meeting. Meeting notice may be provided by association newsletter or email. 

e)   These meetings shall be concerned with the business of the Association and consideration of professional matters of concern.

 

Section 2. Manner of Acting and Decision-Making.

1. A majority of the votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these Bylaws.

2. Routine meetings of the Executive Board shall be called by the President. Each member shall be notified prior to the meeting. If so arranged by the President, meetings of the Executive Board may be conducted were members are voting by means of a conference telephone or other telecommunication device that allows all persons participating in the meeting to hear each other and to have their views heard. Such participation in a meeting shall be deemed presence in person at such meeting.

3. Members present at a business meeting of the Association shall constitute a quorum. A majority of the voting membership of the Board of Governors shall constitute a quorum.

 

Article IV – Business Affairs of the Association

 

Section 1. Severable or Transferable Interest. 

No member shall have any severable or transferable interest in the property of the Association.

 

Section 2. Control and Management. 

All assets of the Association shall be subject to the control and management of the Board of Governors. Any accumulation or disposal of real property, except upon dissolution of the Association, must be approved in advance by the Board of Governors.

 

Section 3. Disposal Upon Dissolution. 

On dissolution or final liquidation, the Board of Governors shall, after paying or making provision for the payment of all the lawful debts and liabilities of the Association, distribute all the assets of the Association to one or more of the following categories of recipients as the Board of Governors of the Association shall determine:

1. A nonprofit organization or organizations which may have been created to succeed the Association, as long as such organization or each of such organizations shall then qualify as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code as an organization described in sections 170(c)(2) and 501(c)(3) of such Code; and/or

2. A nonprofit organization or organizations having similar purposes as the Association and which may be selected as an appropriate recipient of such assets, as long as such organization or each of such organizations shall then qualify as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code as an organization described in sections 170(c)(2) and 501(c)(3) of such Code.

 

Section 4. Appropriation of Association Funds.

1. No appropriations of Association funds shall be made except pursuant to the authority of the Board of Governors.

2. Checks drawn on the association for $500.00 or less shall require one authorized signature. Checks drawn on the association for more than $500.00 shall require two authorized signatures. The authorized signatures shall be those of the President, the President-Elect, and the Treasurer. The President, President-Elect, and Treasurer shall be bonded.

3. The Board of Governors shall adopt an annual budget.

 

Section 5. Association Year.  

The fiscal year and the governance year of the Association shall be July 1 – June 30.

 

Section 6. Reports. 

Members of the Board of Governors shall be sent quarterly income and expense reports from the Treasurer showing the financial state of the Association. Members of the Board of Governors shall also be sent the auditors’ report each year. A signed copy of the BOG and General Membership meetings minutes along with an approved financial statement will be sent to the approving authority when required.

 

Section 7. Limitations on Activities. 

EB-ACA is organized and shall be operated exclusively for charitable and educational purposes within the meaning of sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code. No part of the net earnings of EB-ACA shall inure to the benefit of or be distributable to the members of its Board of Governors, officers, members of its committees, other private individuals, or organizations organized and operated for a profit (except that EB-ACA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as herein above stated). No substantial part of the activities of EB-ACA shall be the carrying on of propaganda or otherwise attempting to influence legislation, and EB-ACA shall be empowered to make the election authorized under section 501(h) of the Internal Revenue Code. EB-ACA shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, EB-ACA shall not carry on any activities not permitted to be carried on -

1. by an organization exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3) of such Code, and/or

2. by an organization, contributions to which are deductible under sections 170(c)(2), 2055(a)(2), or 2522(a)(2) of the Internal Revenue Code.

 

Section 8. Internal Revenue Code. 

References herein to sections of the Internal Revenue Code are to provisions of the Internal Revenue Code of 1986, as amended, as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law. The association will comply with all Federal, State, local and Host Nation tax laws and codes. Before considering any type of resale activity, the association will seek legal advice.

 

Section 9. Liability.

1. According to host nation laws the membership of the EB-ACA will be personally liable to creditors if the assets of the PO are insufficient to discharge liabilities incurred through contract for services or equipment.

2. Neither the Department of the Army, USAREUR, nor the installation will assume any responsibility for this organization’s debts or actions.

3. EB-ACA agrees to reimburse the Army for utility expenses, unless use is incidental.

 

Section 10. Activities.

1. This PO does not participate in charitable activities nor raise money in any manner other than annual dues or payment for educational services provided to the membership. The EB-ACA sponsors no major fund raising events.

2. EB-ACA hosts an annual fall conference and general membership meeting. The conference provides educational, professional, or scientific presentations and professional development workshops.

3. EB-ACA seeks to annually provide a minimum of three professional Learning Institutes (LI) of interest to the membership and specific groups within the organization for professional development.

4. The General Membership meeting at the fall conference is to render annual reports by president, treasurer, and committees and announce newly elected officers for the next year.

 

Article V – Officers of the Association

 

Section 1. Officers and Terms of Office.

1. The elective officers of the Association shall be the President, the President-Elect, the immediate Past President, Secretary, and the Treasurer. These officers constitute the Executive Board. The Executive Board shall act for the association between meetings of the Board of Governors. Report to the BOG at the next meeting on any action so taken. Officers of the Association are required to be members of the American Counseling Association.

2. All elective officers of the Association, except the Treasurer, shall be elected at large from among the professional members of the Association and shall serve one year terms and their successors are elected. The Treasurer shall be elected at large from among the professional members of the Association and shall serve a two year term and his/her successor is elected, and shall be an ACA member in good standing.

3. The Board of Governors is comprised of the Executive Board and four (4) additional members who must be members of the American Counseling Association and are elected from the EB-ACA membership at-large for staggered two years terms.

4. The term of office of any elected officer of EB-ACA, any Division, or any Region, shall begin on July 1 following the election, and shall be for a period of one year (two years for Treasurer) and until a successor takes office.

5. All Committee Chairpersons shall be appointed by the President to serve during the President’s term of office.

 

Section 2. Duties of Officers.

1. The President shall preside at all general meetings of the Association; act as Chairperson of the Board of Governors and Executive Board, be the Association’s voting delegate at governance meetings of organizations to which the Association is affiliated unless otherwise specified, appoint all members of committees unless the method of selection is otherwise specified, hold ex-officio membership without vote on all committees except the Nominations Committee, and assume other duties assigned to a president. The President shall perform the duties customary to that office and such additional duties as directed by the Board of Governors. Submit an annual written report of association’s activities to the President of the ACA in accordance with ACA Bylaws. In no case later than thirty (30) days prior to the annual ACA conference. Represent EB-ACA at the ACA Annual Conference.

2. The President-Elect shall act in the absence or incapacity of the of President at all Association, Board of Governors, and Executive Board meetings when the President is unable to attend; develop the Association’s Programs for the year based on the needs and concerns of the members; and chair the Professional Development Chair and Chair of the Annual Conference. Should the office of the President become vacant due to death, resignation, or any other reason, the President-elect shall assume the Presidency and all the responsibilities of that office. The President-Elect shall assume such additional duties as directed by the Board of Governors. If the President-Elect becomes incapacitated, the term is to be completed by the candidate with the next highest vote on the same slate of candidates.

3. The immediate Past President shall chair the Nominations Committee and coordinate all convention activities. The immediate Past President shall assume such additional duties as directed by the President or Board of Governors.

4. The Treasurer shall represent the Association in assuring the receipt and expenditure of funds in accordance with the directives established by the Board of Governors, perform the duties customary to that office, and perform additional duties as may be directed by the Board of Governors. The Treasurer will submit an annual written financial report outlining the previous year’s expenditures at the business session of the Fall meeting, and submit a proposed budget for the coming year that can be presented to the Board of Governors by January 30 of each year. The Treasurer will submit updated reports for each meeting of the Executive Board and the Board of Governors. Arrange for an annual audit of association funds. The treasurer shall prepare books for the audit within ninety (90) days following the close of the annual conference as directed by the BOG. Prepare and submit all financial reports and audit results to ACA, as required, chair the Association Finance Committee and serve as ex-officio member of any regular or special committee dealing with funds. A vacancy in the office of Treasurer shall be filled by appointment by the president with the advice and consent of the BOG.

5. The position of Secretary shall record and maintain minutes of all meetings of the association, the BOG, and the Executive Board. Maintain the correspondence of the association at the direction of the President, the Executive Board or the BOG. Issue notices of special and regular meetings of the association and the BOG. A vacancy in the office of Secretary shall be filled by appointment by the President with the advice and consent of the BOG.

6. Each officer shall prepare an annual report to be presented to the membership. These reports shall be prepared in accordance with policies adopted by the BOG. All officers shall turn all association material over to their successors at the close of the association year.

 

Section 3. Nominations and Election of Officers.

1. The Immediate Past President shall chair a Nomination Committee of at least three members. The committee shall plan, conduct, tabulate, and announce the results of the elections. The Election Committee will determine that nominees meet the qualifications for office and will formally advise the President thereof.

2. General elections will be held once a year to elect the offices of President-Elect, Treasurer (even years), Secretary, and two (2) BOG positions. Nominations of candidates for the elective offices of the Association shall be by petition. A petition signed by at least ten non-elected members or officers of the EB-ACA shall place a person in nomination as a candidate for the petitioned office. The petition must be filed with the Immediate Past President by November 15. In the event a petition has not been filed by the deadline specified for an office, the Election Committee shall nominate two candidates for that office.

3. The Election Committee shall publish names and platform statements of candidates prior to the election in the Winter EB-ACA Newsletter.

4. Voting shall be by secret ballot and all office elections will be conducted electronically through the EB-ACA website beginning on January 2. Voting will be closed on February 1. Election shall be by plurality vote. Winners will be announced in the Spring EB-ACA Newsletter.

5. Special Elections will be held at the discretion of the BOG.

6. No provisions are made for proxy voting.

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Section 4. Compensation and Expenses of Officers.

Elected officials of the Association shall carry out their prescribed duties as outlined and receive no compensation for services. Necessary expenses of the elected officials may be paid from funds of the Association under provisions established by the Board of Governors.

1. None of the elected officers of the Association shall receive any compensation for their services as such to the Association, with the exception that the Board of Governors can approve compensation for the President, President-Elect, and Immediate Past President.

2. The Treasurer may be paid such compensation from the funds of OCA as may be fixed from time to time by the Board of Governors.

 

Section 5. Removal of Officers.  

Any elected Officer may be removed from office, with or without cause, upon a vote of a majority of the Board of Governors then in office to remove him or her from the Officer position, whenever the Board of Governors members’ judgment the best interest of the Association would be served thereby, provided that all the Board of Governors members have at least ten days’ notice of the proposed removal and the Officer at issue has an opportunity personal to address the Board of Governors prior to the removal vote. Any officer appointed by the President may be removed with or without cause by the President.

 

ARTICLE VI – The Board of Governors of the Association

 

Section 1. Composition. 

A Board of Governors of the Association shall serve as a governing board for the formulation and recommendation of policies to the Association and shall carry on such business as specified by the By-Laws. The Board of Governors of the Association shall be composed of the elected officers, the immediate Past President and four (4) additional members shall constitute the Board of Governors for this association. All members of the BOG must concurrently be members of the American Counseling Association.

1. The General Membership shall elect two members of the BOG each year in conjunction with the regular elections.

2. Conditions of service for BOG members:

   1. BOG members who miss three consecutive board meetings will be removed from the BOG and a replacement election held.

   2. BOG members may be removed from the Board for non-fulfillment of duties or unethical behavior as defined by the ACA Code of Ethics.

   3. A BOG member may be removed by majority vote of the BOG after a full review and discussion of charges or conduct.

   4. BOG members must have the ability to communicate/conduct business for the BOG, which includes having an active email address.

   5. Members of the BOG who depart for permanent change of station or other personal reasons will be replaced by election from the general membership.

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Section 2. Powers and Functions of the Board of Governors of the Association. 

The Board of Governors of the Association shall:

1. Have general supervision of the association.

2. Establish policies and procedures to govern the affairs of the association in accordance with these Constitution/Bylaws and the Bylaws, policies and procedures of ACA.

3. Grant and revoke Division or Region charters.

4. Act on the reports of Divisions, Regions, Standing Committees, and such Special Committees and Task Forces.

5. Approve proposed Constitution/Bylaws, amendments or propose such amendments to be presented to the general membership at the annual conference in accordance with these Constitution/Bylaws.

6. Exercise such other powers and functions as may be necessary or desirable in the best interests of the Association, not in conflict with the By-Laws.

7. Implement the program of the association under the direction of the President and the President-Elect.

8. Advise the President on all appointments and give approval as appropriate.

9. Establish the strategic plan of the Association.

10. Establish broad, long-term professional directions for the Association.

 

Section 3. Meetings of the Board of Governors.

1. The Board of Governors shall meet quarterly at a minimum and when necessary more often. A meeting will be held immediately prior to or following the annual conference. Expenses incurred in participation in Board of Governors meetings will be paid by EB-ACA in accordance with EB-ACA policies and procedures.

2. The President of the Association shall preside at meetings of the Board of Governors and, in the President’s absence, the President-Elect shall preside.

3. A majority of the voting members of the Board of Governors shall constitute a quorum.

4. At each meeting, and at any other time when so requested in writing, each Division, Region, officer of EB-ACA, and each Standing and Special Committee and Task Force as specified in the By-Laws of EB-ACA shall make a written report to the EB-ACA President who shall distribute the report to the Board of Governors.

5. There will be no advisers or honorary officers.

 

Section 4. Executive Board.

1. The Executive Board shall consist of the President, President-Elect, Immediate Past President, Treasurer, and Secretary.

2. The Executive Board shall act for the Board of Governors but within the limits established by the By-Laws. The Executive Board shall function primarily to address those issues which are necessary for the efficient operation of EB-ACA where the time requirements necessitate immediate action. All actions and activities of the Executive Board shall be communicated to the Board of Governors through minutes which are e-mailed within ten working days of an Executive Board meeting. The actions taken by the Executive Board must be submitted for ratification by the Board of Governors at the next Board of Governors meeting. Any subsequent decision by the Board of Governors that is contrary to an action taken by the Executive Board shall (to the extent permitted by law) be given only prospective effect.

3. The Executive Board shall meet twice per year in addition to the Board of Governors meetings. Other meetings may be called only in an emergency which is determined by the President or the Board of Governors.

 

Section 5. Manner of Acting and Decision-Making.

1. A majority of votes cast on a matter where a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or these By-Laws.

2. Any action required by law to be taken at a meeting, may be taken without a meeting is a consent in writing, setting forth the action so taken, is presented by postal mail or email from all of those entitled to vote with respect to the subject matter thereof, provided that in the event of email votes it can be confirmed that the vote is being cast by the intended individual.

3. Any one or more members of the Board of Governors or a committee may participate in a meeting of the Board or committee by means of conference telephone or other telecommunications device or arrangement that allows all persons participating in the meeting to hear each other and to be able to have their views heard. Such participation in a meeting shall be deemed presence in person at such meeting.

4. If and when the law is amended to so permit, the Board of Governors shall be empowered to conduct and participate in meetings by electronic communications in which the words are transmitted to all participants.

 

Section 6. Removal of Governing Council Members. 

Any elected Board of Governors member may be removed from office, with or without cause, upon a vote of a majority of the Board of Governors then in office to remove him or her from the position, whenever in the Board of Governors’ judgment the best interest of the Association would be served thereby provided that all the Board of Governors members have at least ten days’ notice of the proposed removal and the Board of Governors member at issue has an opportunity personally to address the Board of Governors prior to the removal vote. Board of Governors members appointed by the President, if any, may be removed by the President.

 

Article VII – Publications

 

Section 1. Publications Policy. 

The Board of Governors shall determine and direct the basic publications policy and program of the Association, and shall have the authority to hire, discharge, and fix the compensation of the persons serving as editors of the publications and other media of the Association.

 

Section 2. Official Publications. 

The EB-ACA Newsletter is the official newsletter of the Association and shall be distributed without additional charge to all members in good standing of the Association.

 

Section 3. Copyright. 

The Association shall own the copyright for the original and any renewal term for any writing that is published by the Association. The author of any such writing shall have the right to make a non-profit or non-commercial use of the work provided that there be affixed to each copy the copyright notice used by the Association when the writing was first published. The author shall have the right to make or authorize the profit or commercial use of any such writing only after first obtaining the written consent of the Association.

 

Section 4. Division and Region Publications. 

Nothing in this Article shall be interpreted as limiting the freedom of any Division or Region to produce, select, and copyright publications of its choice.

 

Article VIII - Committees

 

Section 1. Standing Committees and Special Committees.  

The standing committees and special committees of EB-ACA shall be those committees recommended to and approved by the Board of Governors. Special Committees must be approved annually by the Board of Governors for a specific time limit, an assigned task, or temporary purpose. All committees shall be listed in the EB-ACA Manual of Policies and Procedures along with operational guidelines, oversight, purpose, lifespan, and procedures for review.  Committee members and Chairs are appointed by the President-elect subject to approval by the Board of Governors.

Section 2. Elimination of Standing Committees.  Standing Committees shall be reviewed every five years, and shall renew and continue automatically unless eliminated by the vote of the Board of Governors during a review.

 

Article IX – Indemnification

 

Section 1. Provision. 

EB-ACA shall indemnify each member of its Board of Governors, as described in Article X, and each of its officers, as described in Article IX, and each member of its committees, as described in Article XII for the defense of civil or criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these By-Laws, in a manner and to the extent permitted by applicable law. The association will procure commercial insurance coverage to protect the association and its officers, employees and agents for acts and omissions of the association or against other possible claims. The association will procure adequate insurance as protection against liability, claims, property damage claims, or other legal actions arising from Private Organization (PO) activities, one or more of the P0’s members acting on its behalf, or the operation of any equipment, apparatus, or device under the control and responsibility of the P0.

 

Section 2. Implementation. 

EB-ACA shall indemnify each of its Board of Governors members and officers and committee members, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorney’s fees, actually and necessarily incurred or imposed as a result of such action or proceedings, or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a Board of Governors member or officer or committee member and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner hereinafter provided that he or she acted in good faith or for the purpose which he or she reasonably believed to be in the best interests of EB-ACA and, in the case of a criminal action or proceeding, in addition had no reasonable cause to believe that his or her conduct was unlawful. This indemnification shall be made only if EB-ACA shall be advised by its Board of Governors acting (1) by quorum consisting of Board of Governors members who are not parties to such action or proceedings upon a finding that, or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of independent legal counsel that, the Board of Governors member or officer or committee member has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the Board of Governors, it may rely, as to all questions of law, on the advice of independent legal counsel.

 

Section 3. Inclusion. 

Every reference herein to a member of the Board of Governors or officer or committee member of EB-ACA shall include every Board of Governors member and officer and committee member thereof or former Board of Governors member and officer and committee member thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any Board of Governors member or officer or committee member of EB-ACA might otherwise be entitled and the provisions hereby shall neither impair nor adversely affect such rights.

 

Article X – Nondiscrimination

 

Section 1.  

There shall be no discrimination against any individual on the basis of ethnic group, race, religion, gender, sexual orientation, age, and/or disability.

 

Article XI – By-Laws and Articles of Incorporation

 

Section 1. Amendments to By-Laws.

1. Except as provided in Section 2 below, amendments to the By-Laws may be acted upon at the business meeting of the Association if presented in writing to all members of the Association at least thirty days before the meeting at which the proposed change is to be considered. Such an amendment may be adopted by a two-thirds vote of the members present. Any amendments to such proposed amendments or any amendment not presented in writing to all members of the Association thirty days in advance of the meeting may be adopted by at least a four-fifths vote of the members present.

2. If, in the judgment of the Board of Governors, action upon a proposed amendment is desired before the next meeting, it may be taken through a mail or electronic ballot and presentation of the amendment in writing to all members of the Association. If two-thirds of the members returning ballots within the succeeding thirty days vote affirmatively, the amendment shall be adopted.

3. These By-Laws shall take effect immediately following its adoption and shall supersede any previous By-Laws and all provisions and amendments thereof.

4. The amended by-laws, with amended sections noted, should be sent to the Chair of the ACA By-Laws committee for review by the ACA By-Laws Committee.

 

Section 2. Policies and Procedures. 

Proposed amendments to the Articles of Incorporation or the Bylaws of the Branch shall be reported in writing to the ACA President no later than fourteen weeks prior to the Governing Council meeting at which the change may be considered. The ACA President shall transmit the written proposed amendments to the ACA Bylaws and Policies Committee which will transmit to the Governing Council such proposed amendments with or without a recommendation regarding each proposed change at least six weeks before the next regularly scheduled meeting of the Governing Council. Any such proposed amendment cannot take effect until approved by the ACA Governing Council.

 

Section 3. Amendments to Articles of Incorporation.

1. The EB-ACA Articles of Incorporation may be amended by having a majority of the Board of Governors present at a meeting where there is a quorum adopt a resolution setting forth the proposed amendment and direct that the amendment be submitted to a vote at a meeting of the members.

2. Written or printed notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within 10-50 days of such meeting. If the meeting be an annual meeting, the proposed amendment or such summary shall be included in the notice of such annual meeting. To be adopted, the amendment must be approved by two-thirds of the votes entitled to be cast by those voting members present at an annual or special meeting of the membership, including by the procedures set forth herein at Article III, Section 2.

3. Upon the issuance of the certificate of amendment by the appropriate National official, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly.

 

Article XII – Rules of Order

 

Section 1. Parliamentary Authority. 

The current edition of Robert’s Rules of Order, Newly Revised, (edited by Henry M. Robert III and William J. Evans and published by Perseus-HarperCollins) shall govern the proceedings of all bodies of the Association except where otherwise specified in these Bylaws.

 

Section 2. Parliamentarian. 

The Parliamentarian shall without vote advise the President and the Board of Governors regarding parliamentary law and parliamentary procedure.