BYLAWS OF THE NATIONAL ASSOCIATION OF ASSISTANT UNITED STATES ATTORNEYS ARTICLE I NAME

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1 BYLAWS OF THE NATIONAL ASSOCIATION OF ASSISTANT UNITED STATES ATTORNEYS ARTICLE I NAME Section 1. Name. The name of the corporation shall be The National Association of Assistant United States Attorneys (the "Association"). ARTICLE II REGISTERED AGENT AND OFFICES Section 1. Registered Agent. The Association shall designate and maintain a registered agent in the District of Columbia, having an office within the District of Columbia. The registered agent of the Association shall be appointed by and serve at the pleasure of the Board. Section 2. Other Offices. The Association also may have offices at such other places both within and without the District of Columbia as the Board may determine or the business of the Association may require. ARTICLE III MEMBERS AND DELEGATES Section 1. Categories. The Membership of the Association shall consist of six categories: General Members, Special Assistant United States Attorney Members, United States Attorney Members, Associate Members, Lifetime Members, and Honorary Members. Section 2. General Members. A General Member of the Association shall be an individual paying such membership dues as may be prescribed by the Board and who is currently an Assistant United States Attorney ( AUSA ). An AUSA means a person who is so appointed and designated by the Attorney General of the United States of America and whose principle duties include enforcement of the laws of the United States of America through the investigation and prosecution of crime or who represents the United States of America and its various agencies before the Federal Courts of the United States of America. General Members shall have no voting rights in their capacity as members, except the right to vote to elect Delegates. Section 3. Special Assistant United States Attorney Members. A Special Assistant United States Attorney Member of the Association ( SAUSA Member ) shall be an individual paying such membership dues as may be prescribed by the Board and who is currently a Special Assistant United States Attorney ( SAUSA ). A SAUSA means a person who is so appointed and designated by the Attorney General of the United States of America and whose principle duties include enforcement of the laws of the United States of America through the investigation and prosecution of crime or who represents the United States of America and its various agencies before the Federal Courts of the United States of America. SAUSA Members shall have no voting rights in their capacity as members, except the right to vote to elect Delegates. 1

2 Section 4. United States Attorney Members. A United States Attorney Member shall be an individual who is a current or former United States Attorney paying such membership dues as may be prescribed by the Board. United States Attorney Members shall have no voting rights. Section 5. Associate Members. An Associate Member shall be an individual who is a former AUSA paying such membership dues as may be prescribed by the Board. Associate Members shall have no voting rights in their capacity as members. Section 6. Lifetime Members. A Lifetime Member of the Association shall be a current or former AUSA who is selected by a majority of the Board to recognize significant contributions to the Association. Lifetime Members will not pay dues. Lifetime Members who are current AUSAS are eligible to serve as Delegates or as members of the Board of Directors. Lifetime Members shall have no voting rights in their capacity as members, except the right to vote to elect Delegates. Section 7. Honorary Members. An Honorary Member of the Association shall be an individual selected by a majority of the Board to recognize contributions to safeguarding justice for Americans. Honorary Members will not pay dues. Honorary Members shall have no voting rights. Section 8. Membership Regions. The General Members and SAUSA Members of the Association shall be divided into sixteen (16) regions ( Regions ) consisting of one or more Federal judicial districts ( Districts ), as may be determined from time to time by the Board of Directors. Regions shall be reviewed by the Board every third year; to the extent it deems necessary, the Board shall adjust the composition of each Region. Such adjustments are to be based primarily on distribution of the General Members and SAUSA Members but the Board may consider such other factors as it deems necessary. The newly configured Regions will become effective immediately following the close of elections held in the year of reconfiguration. General Members and SAUSA Members shall belong to the Region where the United States Attorney s Office to which they are assigned is located. Associate Members shall belong to the Region where the United States Attorney s Office to which they were last assigned is located, or where they presently reside, if different from the location of the United States Attorney s Office to which they were last assigned. Section 9. Delegates. a. Powers. The Association shall have a body of Delegates, who shall be entitled to vote on behalf of the membership to elect the members of the Association s Board of Directors, and to vote on amendments to the Articles of Incorporation of the Association (the "Articles") as provided therein. b. Number, Qualifications, Election, and Term. Only individuals who are current AUSAs shall be eligible for election as Delegates. The General Members and SAUSA Members of each District within each District shall elect one or more eligible members from their District to serve as Delegate(s) to the Association. The number of Delegate seats per Region shall be determined from time to time by the Board of Directors. Elections of Delegates shall be held in accordance with procedures adopted by the Board of Directors. Each Delegate shall be elected to serve 2

3 for a term of three (3) years; provided, however, that Delegates shall serve until their successors have been duly elected and qualified. c. Vacancies. Any Delegate vacancy shall be filled by vote of those General Members and SAUSA Members entitled to elect the vacating Delegate. Section 10. Meetings. a. Membership Meetings. A meeting of the voting membership shall be held at least once each year on a date set by resolution of the Board (the "Annual Membership Meeting"). Special meetings of the voting membership may be called by or at the request of the President or the majority of the entire Board of Directors. b. Delegates Meetings. Unless otherwise determined by resolution of the Board of Directors, voting by the Delegates in any election of the Board or amendment of the Articles shall be conducted by ballot without a meeting. Special meetings of the Delegates may be called by or at the request of the President or the majority of the entire Board of Directors. c. Electronic Meetings. Unless otherwise determined by resolution of the Board of Directors, any meeting of the voting membership or the Delegates shall be held solely by means of the Internet or other electronic communications technology pursuant to which the participants have the opportunity to read or hear the proceedings substantially concurrently with their occurrence; to vote on matters submitted to the members or Delegates for action, if any; to pose questions; and to make comments. Section 11. Notice. Notice of any meeting of the voting members or Delegates shall be delivered to each voting member or Delegate by mail, electronic mail or other mode of electronic communication, or any other form of transmittal permitted by law, not less than ten (10) days and not more than sixty (60) days before the date set for such a meeting, and must include the time, date, and place (if any) of such meeting. Notice of a special meeting must also include the purpose for which the meeting is called. Any members or Delegates may waive notice of any meeting before, at or after such meeting. The attendance of a voting member or Delegate at any meeting shall constitute a waiver of notice of such meeting, except where he or she attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 12. Quorum and Manner of Acting. Ten percent of voting members or Delegates shall constitute a quorum for the transaction of business at any meeting of the voting membership or Delegates, respectively. The affirmative vote of a majority of those voting at a meeting at which a quorum is present shall be the act of the voting membership or of the Delegates, respectively, except as otherwise provided by law, by the Articles, or by these Bylaws. Section 13. Action by Ballot. Any action that may be taken at a meeting of the voting members or Delegates may be taken without a meeting if the Association delivers a ballot, by mail, electronic mail, or any other form of electronic communication permitted by law, to every individual entitled to vote on the matter. A ballot must set forth each proposed action and provide an opportunity to vote for or against each proposed action and, in the case of elections of Directors, provide an opportunity to vote for, or withhold a vote for, each candidate for election as a Director. Solicitations for votes by ballot shall indicate the number of responses needed to 3

4 meet the quorum requirements; state the percentage of approvals necessary to approve each matter other than election of Directors; and specify the time by which a ballot must be received by the Association in order to be counted. For action by ballot to be a valid act of the voting members or Delegates, the number of votes cast by ballot must equal or exceed the quorum required to be present at a meeting, and the number of approvals must equal a majority of the votes cast. Section 14. Suspension, Removal or Resignation. Membership in the Association may be suspended or terminated if a member does not pay all required membership dues, in full, by the due date established by the Board of Directors, pursuant to procedures established by the Board of Directors. In addition, the Board of Directors may, by the affirmative vote of two-thirds of the Directors in office, terminate a member s membership for cause after an appropriate hearing. Grounds constituting cause shall be determined by the Board of Directors in its sole discretion. Such member shall be given reasonable notice of the proposed termination for cause and shall be entitled to a hearing in person, by electronic conferencing, or in writing before the Board of Directors at the next regularly scheduled meeting of the Board. Membership in the Association also may be terminated by the death of a member, by the timely (as determined by the Board of Directors) submission of written notice of membership resignation or non-renewal, or by the failure of a member to continue to satisfy the relevant membership requirements. Termination or suspension of membership does not relieve the member from any financial obligations incurred or commitments made prior to the termination or suspension. ARTICLE IV DIRECTORS Section 1. General. The affairs of the Association shall be managed by or under the direction of a Board of Directors, which may exercise all such powers of the Association and do such acts and things as may be permitted by law to be done by a District of Columbia not-for-profit corporation consistent with the status of organizations described in Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States revenue laws). Section 2. Eligibility. Only individuals who are Delegates of the Association, Associate Members, or Lifetime Members are eligible to serve as a member of the Board of Directors (each a Director ). Directors of the Association need not be residents of the District of Columbia. Section 3. Number, Election and Term. One (1) Director shall be elected from each Region by a majority vote of the Delegates from that Region to serve on the Board for a three (3) year term or until a successor shall have been elected and qualified or until his or her earlier resignation, removal, or death. In the event that the Delegates of a Region are unable to elect a Director by majority vote, the election of a Director from that Region shall be determined by a majority vote of all Delegates in office. In addition to the Regional Directors, three (3) Directors-at-large will be elected by the Delegates to serve on the Board for a three (3) year term. There will be a maximum of nineteen (19) Board members. Section 4. Vacancies. Any vacancy occurring in the Board shall be filled by a majority vote of the Delegates that elected the vacating Director. In 4

5 the event that the Delegates are unable or fail within two (2) months of a vacancy to fill the vacancy by majority vote, such vacancy shall be filled by the appointment of a Director by a majority vote of the Board of Directors. A Director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Section 5. Resignation and Removal. Any Director may resign at any time by giving written notice to the President, the Secretary, or the Board. Such resignation shall take effect at the time specified therein. Any Director elected to the Board by the Delegates may be removed at any time, with or without cause, by an affirmative vote of two-thirds of the Delegates in office. Any Director elected to the Board by the members of the Board may be removed at any time, with or without cause, by an affirmative vote of two-thirds of the Board in office. Section 6. Regular and Special Meetings. A regular meeting of the Board shall be held at least once each year at such time and place, either within or without the District of Columbia as may be set by resolution of the Board (the "Annual Board Meeting"). Additional regular meetings of the Board may be held at such time and place, either within or without the District of Columbia, as designated by resolution of the Board of Directors. Special meetings of the Board may be called by the President or a majority of Directors in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the District of Columbia, as the place for holding any special meeting of the Board of Directors called by them. Section 7. Notice of Meetings. Notice of the time and place of all regular and special meetings shall be given to each Director by one of the following methods: (i) by mailing the notice to each Director at least seven (7) days before the meeting, or (ii) by delivering notice to the Director personally, by telephone, facsimile, electronic mail or other means of electronic transmission at least three (3) days before the meeting; provided, however, that at the beginning of each one-year period, a single notice of all regularly scheduled meetings for the year may be provided without having to give notice of each such meeting individually. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice. A Director may waive notice, either before or after the meeting for which the notice is required to be given; waiver must be made in the form of a record signed by the Director, which shall be filed with the minutes of proceedings of the Board of Directors or the corporate records. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 8. Meetings by Teleconference. Any or all Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at such meeting. Section 9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board or a committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may be, consent thereto in writing. Consent may be provided by electronic means, including . The consent may specify the time at which the action taken in 5

6 the consent is to be effective. Such consent or consents shall be submitted to the Secretary and shall be filed with the minutes of proceedings of the Board. Section 10. Quorum; Action by Board. A majority of the Directors in office shall constitute a quorum. The affirmative vote of a majority of Directors present at a meeting at which there is a quorum shall be the act of the Board. ARTICLE V OFFICERS Section 1. Positions. The officers of the Association shall be a President, a Secretary, a Treasurer, a Vice President for Policy, a Vice President for Operations and Membership, and such other officers as the Board from time to time may appoint (each an Officer ). The Board shall appoint from among the members of the Board the President, Vice President for Policy, Vice President for Operations and Membership, Secretary, and Treasurer by an affirmative vote of the majority of the Directors in office. The Board shall appoint all other Officers by an affirmative vote of a majority of Directors present at a meeting at which a quorum is present. Two or more offices shall not be held simultaneously by the same person. No Officer shall execute, acknowledge or verify any instrument in more than one capacity. An individual serving as President, Vice President for Policy or Operations and Membership, Treasurer or Secretary is limited to serving two (2) three (3) year terms in that position. Section 2. Term of Office. Officers shall hold office for a term of three (3) years or until their successors are chosen and qualified or until their earlier death, resignation, removal, or disqualification. Section 3. Vacancies. A vacancy in the office of the President because of death, resignation, removal, disqualification or otherwise, shall be filled by the Vice President for Policy, or in the event that the Vice President for Policy is unwilling or unable to serve, shall be filled by the Vice President for Operations and Membership. A vacancy in the offices of Secretary, Treasurer, Vice President for Policy, or Vice President for Operations and Membership because of death, resignation, removal, disqualification or otherwise, shall be filled by an affirmative vote of the majority of the Directors in office. A vacancy in any other office shall be filled by an affirmative vote of a majority of Directors present at a meeting at which a quorum is present. Individuals who fill a vacancy will serve for the unexpired portion of the term of his or her predecessor in office. Section 4. Resignation and Removal. An Officer may resign at any time by giving written notice to the President, the Secretary or the Board. Such resignation shall take effect at the time specified therein. An Officer may be removed at any time, with or without cause, by an affirmative vote of two-thirds of the Directors in office. Section 5. President. The President shall preside at all meetings of the Board, act as Chairperson of the Executive Committee, ensure that all orders and resolutions of the Board are carried into effect, and in general perform all duties normally incident to the office of President and such other duties as may be prescribed by the Board. 6

7 Section 6. Vice President for Policy. In the absence of the President or in the event of the President s inability or refusal to act, the Vice President for Policy shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President for Policy shall be responsible for providing leadership with regard to Association program initiatives and on policy matters before Congress upon which the Association s input is sought. The Vice President for Policy shall perform such other duties and have such other powers as the Board or, if authorized by the Board to do so, the President may prescribe. Section 7. Vice President for Operations and Membership. In the absence of both the President and Vice President for Policy, or in the event of the inability or refusal to act by both the President and Vice President for Policy, the Vice President for Operations and Membership shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President for Operations and Membership shall be responsible for providing leadership on internal Association matters, including membership support, membership recruitment and corporate sponsorships. The Vice President for Operations and Membership shall perform such other duties and have such other powers as the Board or, if authorized by the Board to do so, the President may prescribe. Section 8. Secretary. The Secretary shall attend all meetings of the Board and shall cause to be recorded all the proceedings of such meetings of the Board in a book to be kept for that purpose, and shall perform like duties for the committees of the Board, when so requested; when unable to perform such duties, the Secretary may delegate the taking of minutes to another Board member. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws, or as required by law or as directed by the Board or the President. The Secretary shall see that the books, reports, statements, certificates, and all other documents and records required by law are properly kept and filed, and shall perform such other duties as may be prescribed by the Board or by the President, under whose supervision the Secretary shall function. The Secretary shall have custody of the corporate seal of the Association, and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary. The Board may give general authority or specific authority to any other officer to affix the seal of the Association and to attest the affixing by such officer s signature. The Secretary also may attest all instruments signed on behalf of the Association by the President or any Vice President. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board or, if authorized by the Board to do so, the President. Section 9. Treasurer. The Treasurer shall be responsible for all funds of the Association and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board. The Treasurer or his/her designee(s) shall disburse the funds of the Association as ordered by the Board, taking proper vouchers for such disbursements. The Treasurer shall render to: (1) the Board or any Director upon request; (2) any Delegate upon request; and (3) the General Members at the Annual Membership Meeting, an account of all the Association s financial transactions and the 7

8 Association s financial condition. The Treasurer shall perform all other duties incidental to the office of Treasurer and such other duties as may be assigned by the Board, or if authorized by the Board to do so, the President. Section 10. Execution of Documents. All deeds, mortgages, bonds, contracts, and other instruments may be executed on behalf of the Association by the President, together with such Officer or Officers as may be authorized by the Board (unless such power is restricted by Board resolution or is required by law to be otherwise signed or executed). ARTICLE VI COMMITTEES Section 1. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees of the Board, each of which shall consist of one or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Association. Other committees not having and exercising the authority of the Board in the management of the Association may be designated and appointed by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed upon the Association or the Director by law. Unless otherwise specified in a resolution of the Board, at all meetings of each such committee, a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, each member of the committee shall have one vote, and the affirmative vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall appoint a Chairperson of the committee, who shall be responsible for calling meetings of the committee. Notice of committee meetings shall conform to the same standards for notice applicable to meetings of the Board as set forth in Article IV of these Bylaws. Each committee shall keep regular minutes of its meetings and report the same to the Board. Section 2. Executive Committee. The Board shall by resolution establish an Executive Committee consisting of the President, Vice President for Policy, Vice President for Operations and Membership, Secretary, Treasurer and three other members of the Board. The Executive Committee shall be considered a committee of the Board, and to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association between meetings of the Board. The Executive Committee shall promptly report its actions to the Board. Section 3. Nominating Committee. The Board shall by resolution establish a Nominating Committee, which shall consist of the President, Vice President for Policy, and Vice President for Operations and Membership. The Nominating Committee shall be responsible for nominating a slate of candidates for the Director-at-large seats. Candidates for the three Director-at-large seats must be approved by a two-thirds vote of the Nominating Committee to be included on the ballot. 8

9 ARTICLE VII INDEMNIFICATION AND RELATED MATTERS Section 1. Indemnification. The Association shall indemnify a person made or threatened to be made a party to a proceeding by reason of that person s former or present official capacity as a Director, Officer, or Delegate of the Association against liability incurred in the proceeding in accordance with and to the fullest extent permitted by the District of Columbia Nonprofit Corporation Act, as that law presently exists or hereafter may be amended (the Act ). Advances against reasonable expenses may be made by the Association on terms fixed by the Board in accordance with and to the extent permitted by the Act, subject to an obligation to repay if indemnification proves unwarranted. Such indemnification shall not be deemed exclusive of any other rights to which such Director, Officer, Delegate or committee member may be entitled under any Bylaw, agreement, vote of the Board or otherwise, including rights under any insurance policy that may be purchased by the Association, and shall not restrict the power of the Association to make any indemnification permitted by law. Section 2. Limitation of Liability. In accordance with and to the extent permitted by the Act, a person serving without compensation as a Director, Officer, Delegate, or other volunteer of the Association shall be immune from civil liability in connection with his or her volunteer service. Section 3. Insurance. The Association shall purchase and maintain, to the fullest extent permitted by the laws of the District of Columbia as they presently exist or hereafter may be amended, insurance on behalf of any Director, Officer, Delegate, employee, trustee or agent of the Association and any person who is or was serving at the request of the Association as an officer, director, employee, trustee or agent of another enterprise against any liability asserted against him or her or incurred by him or her in any such capacity or status. Pursuant to the Act, the Association shall maintain liability insurance with a minimum limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence. ARTICLE VIII GENERAL PROVISIONS Section 1. Prohibition Against Sharing in Corporate Earnings. (a) No part of the earnings of the Association shall inure to the benefit of or be distributable to its incorporators, Directors, Officers or other private persons (except that reasonable compensation and reimbursement for reasonable expenses incurred in connection with services rendered to or for the Association in effecting one or more of its purposes may be paid). (b) All Directors and Officers of the Association shall be deemed to have expressly consented and agreed that, upon dissolution or winding up of the affairs of the Association, the Board shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of the remaining assets of the Association exclusively for the purposes set out in the Articles of Incorporation. 9

10 Section 2. Exempt Activities. In all events and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Association, voluntary or involuntary or by operation of law, (a) The Association shall not have or exercise any power or authority either expressly or by interpretation or operation of law, nor shall it directly or indirectly engage in any activity, that would prevent it from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law). (b) Neither the whole, nor any part or portion, of the assets or net earnings of the Association shall be used, nor shall the Association ever be organized or operated, for objects or purposes other than those set out in the Articles of Incorporation. Section 3. Fiscal Year. The fiscal year of the Association shall be fixed by resolution of the Board. Section 4. Checks, Notes, etc. All notes, drafts, checks, acceptances, orders for the payment of money, and negotiable instruments obligating the Association for the payment of money shall be signed by at least one officer of the Association or by such other number of officer or officers or employee or employees as the Board may direct. Section 5. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Association, the year of its organization, and the state of incorporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Section 6. Deposits. All funds of the Association not otherwise employed shall be deposited promptly to the credit of the Association in such banks, trust companies, or other depositories as the Board, or, if authorized by the Board to do so, the President or Treasurer, may direct. For the purpose of making such deposits, checks, drafts, and other orders for the payment of money that are payable to the Association may be endorsed, assigned, and delivered by any officer of the Association or in such manner as may from time to time be determined by resolution of the Board of Directors. Section 7. Compensation. The Association shall not pay any compensation to Directors or Officers for services rendered to the Association in their capacity as such, except that Directors and Officers may be reimbursed for reasonable expenses incurred in the performance of their duties to the Association pursuant to a policy established by the Board of Directors, and nothing herein shall be construed to preclude a Director or Officer from serving the Association in any other capacity and receiving reasonable compensation therefor. Section 8. Loans. No loans shall be contracted for or on behalf of the Association and no evidence of indebtedness shall be issued in the name of the Association unless authorized by a resolution of the Board. Such authority may be general or may be confined to specific instances. Section 9. Fidelity Bonds. The Association may secure the fidelity of any or all of its Officers or agents by bond or otherwise. Section 10. Voting Securities of Other Corporations. The President shall have the authority to vote on behalf of the Association those securities of any other corporation which are owned or held by the Association and may attend meetings of stockholders or execute and deliver proxies for such purpose. 10

11 Section 11. Form of Records. Any records maintained by the Association in the regular course of its business, including its books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable time. The Association shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 12. Procedure. Roberts Rules of Order, as they may be amended from time to time, shall govern the parliamentary procedure of Association meetings whenever such rules are not in conflict with these Bylaws, the Articles, the Act, or rules adopted by the Board of Directors for the conduct of the meeting. ARTICLE IX AMENDMENTS Section 1. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted only by an affirmative vote of the majority of Directors in office. Approved October 7, 1992 Amended October 6, 1993 Amended September 12, 1994 Amended January 25, 1995 Amended December 4, 1998 Amended January 21, 2005 Amended March 24, 2006 Amended October 14,