BYLAWS FBI NATIONAL ACADEMY ASSOCIATES, INC.

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1 BYLAWS FBI NATIONAL ACADEMY ASSOCIATES, INC. (Revised June 2008) Bylaw 1 - MISSION STATEMENT THE MISSION OF THE FEDERAL BUREAU OF INVESTIGATION NATIONAL ACADEMY ASSOCIATES, INCORPORATED IS: "To provide the membership of the Federal Bureau of Investigation National Academy Associates, Incorporated with continuing education, training, research, and professional development opportunities in law enforcement disciplines which will promote improved law enforcement cooperation, services, and standards of professional conduct in all levels of law enforcement; To provide leadership in law enforcement education, training, research, and cooperation which reflect the standards of excellence instilled in each graduate of the Federal Bureau of Investigation National Academy which will foster increased efficiency in law enforcement services throughout the world, and; To provide professional resources to all levels of law enforcement in the areas of instruction, research, and management." Bylaw #2 - NATIONAL OFFICE AND OFFICIAL NOTICE The FBI National Academy Associates, Inc. is headquartered at the Federal Bureau of Investigation Academy, Quantico, Virginia. Official correspondence to the Executive Board should be addressed to its Executive Director at the following address: Executive Director FBI National Academy Associates, Inc. FBI Academy-Madison Dorm Quantico, Virginia Bylaw #3 RECORDS The FBI National Academy Associates, Inc. maintains official records of the organization at its headquarters at the FBI Academy which are open for public inspection to members who are in good standing as defined in Bylaw #19. Such inspection shall be made on an individual appointment basis with the Executive Director during normal business hours. At other times as deemed appropriate, the Executive Director shall cause to be sent out copies of correspondence relating to Association business to each chapter President with a copy to his/her Secretary/Treasurer. At the beginning of the Annual Chapter President s meeting the Executive Director will provide to each Chapter President and Secretary/Treasurer (if in attendance) the following information 1. Agenda for the meeting 2. List of all current committees and chairs 3. Approved budget for the new year 4. Most current budget showing amount budgeted for the year, amount spent, and amount remaining in each major budgetary category. 5. Most recent audit or review of the organization's financial status During the Annual Chapter Presidents meeting the President will announce a time and place that the Association's Finance Committee will be available to discuss any of the Association's financial matters. Page 1 of 11

2 Chapter Presidents meetings will be held in accordance with all Executive Board protocols and the latest Memorandum of Understanding which is in effect between the FBI and the FBI National Academy Associates, Inc. In years in which there is no Chapter Presidents meeting all materials will be disseminated to each chapter President with a copy to their Secretary/Treasurer via U.S. Mail or in an electronic format. By November 1 of each year Chapter Presidents will mail to the Executive Director the name and contact information for each of its newly elected/appointed Board. The President or Secretary/Treasurer will also forward a copy of the most recent audit or review conducted of the Chapter's Treasury in order to maintain its tax status as specified in Section 501(c)3 of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law). Chapters already chartered as an individual 501(c)3 are requested to submit an audit or review, as well, for the purposes of consistency in record keeping. Bylaw #4 - DISSOLUTION OF CORPORATION In the event a majority of the Executive Board believes the Corporation should be dissolved, the dissolution of the Corporation shall be in accordance with the laws of Virginia as set forth in Article 13 of the Code of Virginia. Upon the dissolution of the Corporation, the Executive Board shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purposes of the Corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, education, religious or scientific purposes or shall at the time qualify as an exempt organization or organizations under Section 501(c)3 of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law), as the (Executive) Board shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. Bylaw #5 MEMBERSHIP Subsequent to the completion of each National Academy session, the Executive Director will provide each Chapter Secretary/Treasurer with a list of those graduates from his/her Chapter who have joined the FBINAA, Inc. and paid national dues. Any National Academy graduate not already a member of the Association may seek membership by making application through the appropriate Chapter. Bylaw #6 - TERMINATION OF MEMBERSHIP Each Chapter of the Association shall be the judge of its own membership, subject to the restrictions of the Constitution and Bylaws of the National Academy Associates, Inc. A member may be suspended or expelled from the Association for conduct detrimental to the Association or for non-payment of dues. Except for non-payment of dues, all charges must be made under oath in writing by the complainant. Prior to a member in good standing losing his/her membership, an opportunity for a full hearing will be given. Any member suspended or expelled after a full and fair hearing by their Chapter will have the right to appeal to the President of the Executive Board of the FBI National Academy Associates, Inc. Said appeal must be in writing and received at the offices of the Executive Board no later than 30 days from the date the member is suspended or expelled. Upon appeal by any member, other than one whose membership has been terminated due to a felony conviction, the President of the Executive Board will have the matter investigated thoroughly and then convene a hearing at the next regularly scheduled meeting of the Executive Board. The decision of the Executive Board is final. If a member is convicted of a felony, membership is automatically terminated. Page 2 of 11

3 Bylaw #7 - EXECUTIVE BOARD VACANCIES PRIOR TO TERM EXPIRATION In the event a Section Representative position on the Executive Board becomes vacant prior to the expiration of his/her term and said vacancy precedes the Annual Business meeting in his/her section by more than six months, the President will notify each concerned Chapter President and his/her Secretary/Treasurer in writing to provide details of the process to be followed in filling the vacancy. The President will convene a meeting of one representative from each Chapter in the Section in which the vacancy has occurred. The Chapter representatives will consider the qualifications and personally hear from of each of the members who have expressed an interest in filling the vacancy and place in nomination one or more names for consideration by the Executive Board. The Executive Board will convene and follow the Constitution of the Federal Bureau of Investigation National Academy Associates, Incorporated, in filling the vacancy. The person selected will serve until the next regularly scheduled annual business meeting for his/her section at which time he/she will be the nominee of the selection committee to fill the unexpired term. The selected candidate will be notified by the President who will also in writing, notify each Chapter President and their Secretary/Treasurer of the outcome. A vacancy occurring in a Vice-President position will be filled by a vote of the Executive Board. Bylaw #8 - NORMAL ELECTION OF OFFICERS Pursuant to Article V, Section 2 of the Constitution, the President will appoint a representative from each chapter present within the section for which the conference is being held to serve on the nominating committee. The Chapter must submit the name of their Nominating Committee representative to the Association s President prior to the commencement of the nominating committee meeting. The President will appoint from the Executive Board a person to serve as chair of the Nominating Committee. The chair will be a non-voting member of this committee. The Committee members will select a recording secretary from within their ranks. The Executive Director will communicate with each chapter president within the section at least 90 days prior to the Annual Training Conference. The Executive Director will advise each Chapter that only members in good standing will be eligible to vote. An eligible voting member need not be registered at the Association s annual training conference. Members of each chapter must produce a valid Association dues card or suitable verification from their chapter Secretary/Treasurer, unless a roster of those members in good standing is provided by the Executive Board. Bylaw #9 - PREPARATION FOR THE NOMINATING COMMITTEE MEETING The time and location of the Committee meetings will be announced by the President in the official conference schedule and on the Association s web site no less than 90 days prior to the date of the meeting. The President will advise all candidates seeking election as Sectional Representative to present themselves (or their representatives) before the Nominating Committee at the scheduled committee meeting. Bylaw #10 - CONDUCT OF THE NOMINATING COMMITTEE MEETING The chair will call the meeting to order and call the roll of all chapter representatives. If a chapter fails to appoint a representative, or said representative fails to appear at the Committee meeting, there is no requirement to delay the proceedings. Those representatives present at the Committee meeting will constitute a quorum. If more than one candidate appears before the Committee, the Chairman will draw lots to ascertain the order of appearance. Candidates may choose to prepare a resume for submission to the Nominating Committee, and sufficient copies should be provided for each Committee member. The Committee Chair will introduce each candidate to the Nominating Committee. Page 3 of 11

4 Each candidate (or his/her representative) will be allowed 10 minutes to make a presentation. An additional 10 minutes will be allowed for questions from the Nominating Committee. The chair will advise each candidate when two minutes remain in his/her allotted time. When the candidate has completed the presentation, the chair will advise the candidate of the nominating procedure and then excuse the candidate. After all candidates have completed their presentations, the Nominating Committee will review the qualifications of each candidate and submit their recommendation to the Chairperson. The Chairperson will present the Committee report to the membership at the business meeting. Bylaw #11 - PREPARATION FOR ELECTIONS Prior to the Association s Annual training conference, the host chapter President will designate a member of the chapter to serve as liaison with the Chair of the Election Committee for the purpose of ensuring that proper arrangements are in place to facilitate the conduct of the election. The person so designated will have no other official duties during the conference. The name of the designee will be provided to the Chair of the Election Committee prior to arrival at the Conference. The duties of the conference liaison are to: 1. Secure, in advance, a room to serve as a polling place on the day of the election. The room must be of sufficient size to accommodate a minimum of three tables for registration, three voting booths (or ballot boxes), and a marking board on which the names of the candidates will be printed. 2. Secure, in advance, three copies of the roster of attendees, to be used by the Election Committee to check off members as they vote (one roster per ballot) in order to ensure that each member votes only once. The duties of the FBI National Academy Associates, Inc. Executive Director are to: 1. Ensure, in advance of the conference, that a sufficient number of ballots are prepared. Two different colored sets of ballots will be printed. In the event a second election is necessary, the second colored ballot will be used to eliminate the possibility of miscounting. 2. Deliver the preprinted ballots to the Election Committee Chair on the first day of the Conference. The ballots will be blank except for wording as specified in the elections protocol. The voting member will either print or write his/her choice on the blank line provided or check the appropriate box. Illegible ballots will be disqualified. The Executive Board is responsible for the conduct of the election and will be assisted by the Sergeants-at-Arm. Bylaw #12 PROCEDURE FOR SINGLE NOMINEE ELECTION The President will request from the Chairperson of the Nominating Committee a report on the committee recommendation for nomination. Acceptance of this recommendation must be received in the form of a motion, and a second, from the floor. After receiving these motions, the President will make three inquiries for any additional nominations from the floor. If no additional nominations are made, the President will entertain a motion by a member of the host section to close the nomination process and call for the question by acclamation. The President will then instruct the Executive Director to record the vote for the candidate. The newly elected Sectional Representative will be afforded the opportunity to offer appropriate acceptance remarks to the membership. Page 4 of 11

5 Bylaw #13 - PROCEDURE FOR MULTIPLE NOMINEE ELECTION If additional nominations are made from the floor, the President will accept them and call for a second to each nomination. When it is apparent that all nominations have been received, the President will make three inquiries for any additional nominations from the floor. Hearing no further response, the President will entertain a motion from a member of the host section to close the nominations. Each nominee will be afforded five minutes for remarks to the membership. These presentations will be in the order nominated. At the conclusion of the presentations, the President will explain the voting procedures. Polls open at a time designated in the official conference schedule and on the Association s web site not less than 90 days prior to the beginning of the training conference. The time allowed for voting is at the discretion of the President. Each candidate for office will be allowed one observer present in the voting area during the election process and while ballots are being counted. The executive board is responsible for the conduct of the election and will be assisted by the Sergeant-at-Arms. The nominee receiving a simple majority (50% plus 1) will be elected. If no nominee receives a simple majority, a second election will be held between the two nominees receiving the most votes on the first ballot. Members will be advised that they will only receive a ballot upon presentation of their current Association dues card, or verification of paid membership. The President will require chapter secretary/treasurers to provide the necessary verification for those members not having their Association dues card, unless a roster of those members in good standing is provided by the Executive Board. After casting their ballot, members will not be allowed to reenter the voting area. The President will announce the results of the election. If no nominee received a simple majority (50% plus 1), the President will direct that a second election be held between the two nominees receiving the most votes on the first ballot. The two nominees will be allowed time to address the general session, not to exceed five minutes each. The President will also explain the procedures for the second election as designated in the official conference schedule and posted on the Association s web site not less than 90 days prior to the beginning of the training conference. The President will announce the results of the election and will entertain a motion from a member of the host section to have the ballots destroyed. Upon affirmation of the vote, the Chair of the Election Committee will destroy the ballots. The elected Sectional Representative will be afforded the opportunity to offer appropriate acceptance remarks. Bylaw #14 - CONDUCT OF ANNUAL MEETING Section 1 Order of Business: A. Call the meeting to order B. Observe a moment of silence for departed members C. Appoint a Sergeant-at-Arms D. Roll call of Officers E. Reading of Minutes of previous meeting F. Report of Executive Director G. Reports of Committees H. Nominations and elections of officers I. Unfinished Business J. New Business K. Adjournment For the conduct of business, "Robert's Rules of Order" newly revised will be followed when not inconsistent with the provisions of the Constitution and Bylaws. NOTE: Persons addressing the assembly will clearly identify themselves by full name, National Academy session, and chapter affiliation. Page 5 of 11

6 Requests or motions from the floor related to the expenditure of FBINAA funds must be reviewed by the finance committee to ensure the Executive Board has met its fiduciary responsibility and the requirements for a 501(c)3 status as defined by the Internal Revenue Tax Code of 1986 (or corresponding provisions of any future United States internal Revenue Law). The Finance Committee will report its findings to the Executive Board at its next regularly scheduled meeting. The Executive Board will then vote to approve or disapprove the expenditure. Bylaw #15 - BOARD MEETINGS The Executive Board will meet three times a year unless otherwise directed by the President. These meetings will be in conjunction with the following: 1) Annual Chapter Presidents meeting 2) Annual Training Conference 3) Fall Meeting to be determined each year by the President Special board meetings may be called by the President or at the request of a majority of the Board. Members are invited to attend and observe all meetings of the Board, except those held in Executive Session. A member who wishes to speak at a Board meeting can do so by requesting in writing prior to the start of the initial Board meeting to the Executive Director that he/she be placed on the Agenda. The request must identify the member's name, topic, and length of time needed to address the issue. Requests or motions from the floor related to the future expenditure of FBINAA funds must be reviewed by the finance committee to ensure the Executive Board has met its fiduciary responsibility and the requirements for a 501(c)3 status as defined by the Internal Revenue Tax Code of 1986 (or corresponding provisions of any future United States internal Revenue Law). The Finance Committee will report its findings to the Executive Board at its next regularly scheduled meeting. The Executive Board will then vote to approve or disapprove the expenditure. The Executive Board is authorized to meet by telephone conference or through other electronic communications as long as all members may simultaneously hear each other and participate during the meeting. A. A Conference meeting must be arranged at least forty-eight (48) hours in advance of the call. B. Each Board member should seek recognition from the Chair before beginning to speak. C. Each Board member should identify himself/herself prior to speaking. D. Motions will be voted on by voice vote. If the Chair has a problem determining the vote, he/she may call for a roll call vote. The roll call vote is for determination of the vote and shall not be recorded in the minutes. E. The minutes of the meeting shall be approved at the next in-person meeting. Bylaw #16- NOTICES The Association s Web Site and The Associate will be the official bulletin boards for postings of meetings. The Associate will be the Association s official method of communication by mail. Page 6 of 11

7 Bylaw #17 - DUTIES OF OFFICERS The elected Officers of the Association s Executive Board shall also serve as its Corporate Board. Vacancies on the Corporate Board will be filled through the normal Executive Board Election process used at the Annual Business meeting and as outlined for other vacancies in the Constitution and Bylaws. The Executive Board has a fiduciary responsibility for all the business affairs of the FBI National Academy Associates, Inc. and activities of subordinate chapters which are chartered by the FBI National Academy Associates, Inc. Chapters in good standing will enjoy all benefits of membership with the FBI National Academy Associates, Inc. to include permission to use the seal and FBINAA name and the 501(c)3 status as defined by the Internal Revenue Tax Code of 1986 (or corresponding provisions of any future United States Internal Revenue law) which is extended to each of its subordinate chapters. President It will be the duty of the President to preside at all meetings of the Association and of the Board, to appoint all committees, to be an ex-officio member of all committees, with the right to debate and to vote, and to interpret all rules of parliamentary procedures. The President will be a voting member of the Board. 1st Vice-President It will be the duty of the 1st Vice-President to perform the duties of the President in absentia, and to perform other duties directed by the President. The 1st Vice-President duties will include attending meetings and training conferences within the section and maintaining liaison with the Section Representative. 2nd Vice-President It will be the duty of the 2nd Vice-President to perform the duties of the President and the 1st Vice-President during their absence, and to perform other duties as directed by the President. The 2nd Vice-President duties will include attending meetings and training conferences within the section and maintaining liaison with the Section Representative. 3rd Vice-President It will be the duty of the 3rd Vice-President to perform the duties of the President, 1st Vice-President and 2nd Vice-President during their absence and to perform other duties as directed by the President. The 3rd Vice- President? duties will include attending meetings and training conferences within the section and maintaining liaison with the Section Representative. Each Vice-President is the Board s liaison to the General Chairperson of the Annual Conference in his/her Section. Section Representatives The Section Representatives will maintain a line of communication with the chapter presidents and other members within their respective sections and will present issues of importance as necessary to the Executive Board for consideration. The Section Representative duties will include attending meetings and training conferences within the section and maintaining liaison with the Section Vice-President. They will serve on committees and perform such other duties as directed by the President and their Section Vice-President. Immediate Past President The Immediate Past President will remain as a member of the Executive Board for the year following a term as President. The Immediate Past President will provide guidance and counsel to the Executive Board. The Immediate Past President will be a voting member of the Executive Board. The Immediate Past President is also the Chair of the Professional Development Fund and Past Presidents Committees. Page 7 of 11

8 Executive Director The Executive Director is contractually employed by the Executive Board to serve as Chief Executive Officer of the Association. The Executive Director serves the Executive Board, reporting directly to the President. The Executive Director is nonvoting member of the Executive Board. Appointed Positions The President may make non-voting appointments to the board as is necessary to effectively carry out the duties and responsibilities of the FBI National Academy Associates. All appointed positions serve at the pleasure of the President. Should the President make a decision to end an appointment under normal circumstances, the individual serving in this capacity will be given a minimum of 60 days in which to return all issued equipment and provide for an effective transition of business to the Executive Director. Bylaw #18 COMMITTEES In addition to Operations, Training & Education, Public Relations, Member Services, and Professional Development the President may appoint other committees as deemed necessary. These Committees will recommend policy and procedures governing aspects of all business pertinent to that Committee. The President will appoint a chairperson for each committee, who may call a meeting at any time for the purpose of transacting committee business. At the conclusion of these meetings, the chair will forward within 30 days after the meeting a report of the events of the meeting to the Association s Executive Director. Bylaw #19 DUES Article VIII, Section 2 of the Constitution provides the dues of the Association will be established by the Executive Board based on a two-thirds majority vote of the Board. Dues are the primary source of funding for the operations and activities of the Federal Bureau of Investigation National Academy Associates, Incorporated. The dues period for the FBI National Academy Associates, Inc. is from January 1 of each year through December 31 of the same year. It is the responsibility of each Chapter s leadership, to their members and to the greater Association, to send out timely dues notices and reminders to all current Chapter members so that the entire Chapter membership has the opportunity to renew. Each Chapter shall be the judge of how and when it sends out dues notices, provided that the Chapter fully meets the responsibility described above. If for any reason a Chapter is unable, due to exigent circumstances, to carry out timely dues renewal notification it is the responsibility of the Chapter President and/or Secretary/Treasurer to immediately advise the Executive Office in writing of the situation and if desired, request assistance. However, no member may remain on the active FBI National Academy Associates, Inc. roll, nor of any of its affiliate Chapter rolls, after September 30th if the member s dues remain unpaid. To be eligible to vote, hold office, and enjoy the full benefits of the Association, a member must be in good standing having a paid dues card for the year in which the activity, election, or event takes place. In order for a Chapter to remain in good standing, it must abide by all the provisions of the Constitution, Bylaws and, procedures of the FBI National Academy Associates, Inc. Failure of a Chapter to meet its responsibility of dues renewal notification as described above, or to forward dues in a timely manner as prescribed by Executive Office Policy will result in a Chapter losing it s good standing. The annual dues for each member of the Association shall be $60 for active duty law enforcement members, $30 for retired from active duty law enforcement members and $15 for members of International Chapters and Puerto Rico, whether active or retired. Retired from active duty law enforcement is defined as a member who is not engaged in law enforcement duties, the nature of which would qualify a candidate for admittance in the National Academy. Page 8 of 11

9 There can be no dues adjustment without the Executive Board first having held a comprehensive discussion on the subject at the annual Chapter Presidents meeting. In years in which no Presidents meeting is held, full disclosure of a dues adjustment will be made by mail with an allowance for Chapter feedback. Upon enactment of a dues adjustment it will go into effect as determined by the Executive Board. However, the Executive Board will allow Chapters adequate time to properly inform their membership. The Association s Executive Office may collect dues for a Chapter. Dues so collected will be remitted to the Chapter no later than 30 days after the close of the Association s fiscal quarter within which the dues were collected. However, the Chapter must be in good standing as outlined earlier in this By-Law. Effective January 1, 2007, the FBI National Academy current Session graduates first year association and chapter dues were required to be collected by the Association s Executive Office, rather than by the FBI. The FBINAA, Inc. Executive Office will remit the graduates Chapter dues back to the Chapter no later than 30 days after the close of the Association s fiscal quarter within which the dues were collected. The Chapter must be in good standing as outlined earlier in this By-Law. The Association s Executive Office may collect dues for and remit to a Chapter upon request by that Chapter. Dues so collected will be remitted to the Chapter no later than 30 days after close of the fiscal quarter within which the dues were collected. Effective January 1, 2007, the FBI National Academy graduates first year national and chapter dues will be collected by the FBI National Academy as part of the student s administrative fees due upon arrival to the Academy. The FBINAA, Inc. office will remit the graduates chapter dues back to the chapter. Bylaw #20 - BYLAW CHANGES; NOTIFICATION Prior to the annual business meeting each Chapter President and Secretary/Treasurer will be advised of any changes to the Bylaws through the minutes of all previous Executive Board Meetings as posted on the Association s web site or in The Associate. Bylaw #21 - CHANGES AND AMENDMENTS TO THE BYLAWS PROCESS Any member in good standing may request in writing that the Executive Board make, alter, amend, or repeal a Bylaw, except those that are Constitutionally based. Member requests must be forwarded through the member s Chapter Board for consideration and approval. Upon approval by the Chapter Board, the matter will be referred to the President who will refer the issue to the Constitution and Bylaw Committee. The Committee will report to the full board at a regularly scheduled meeting. The President will report back to the Chapter President the action taken by the board in the matter. If a member wishes to have further discussion on the matter they may request of the President in writing that the matter be placed on the Agenda of the next annual business meeting. A member may request that the issue be brought before the membership for a vote by requesting a special meeting on the topic. This request must be made by the member s Chapter President and Board in writing to the President at least 180 days prior to the Annual Conference so that adequate notice to all chapters takes place. Special meetings requested by the membership will take place only at the annual business meeting. The special meeting can take place only after all other business has been completed and the regular business meeting is closed. The President will open this special meeting at which only the requested topic can be considered. During a special meeting it will take a motion followed by a second and two-thirds vote of those members in good standing present at the conference to make, alter, amend, or repeal any specific bylaw. Any vote by the membership at the annual meeting to make, alter, amend, or repeal the bylaws shall be conducted by written ballot. Any member who presents a current dues card will be allowed to vote. No other proof of membership will be accepted. Bylaw #22 - CHANGES AND AMENDMENTS TO THE CONSTITUTION PROCESS Page 9 of 11

10 Proposed amendments to the Constitution will be forwarded in writing by the President of the Chapter proposing the amendment to the concerned Section Representative for presentation to the Executive Board. The recommendation proposal will contain the following as a minimum: A letter of recommendation from the Chapter President outlining the following: A. The problem; B. Other courses of action rather than a Constitutional Amendment which may be considered to resolve the problem; C. Exact language to be considered and where it should go in the Constitution; D. Statement showing the date and time of the meeting in which the Chapter voted to fully support the submission; and E. Letters of support from three fourths of all Chapters Executive Boards showing that they have reviewed the package and alternatives and concur with the recommended course of action. The President, after a determination that all requirements have been fulfilled, will forward the issue to the Constitution and Bylaws Committee. Should the Committee provide other, more reasonable alternatives, they shall caucus with the originator of the proposal. Acceptance of the alternative will serve as a withdrawal of the request for a Constitutional Amendment request. Should a Constitutional election take place, the Executive Board will provide direct mail service of ballots to the members in good standing of those chapters who have provided the Executive Director with an up-to-date mailing list in the format prescribed by the Executive Board. Individual members will have the responsibility of postage for the return of the ballot to the National Executive Office. Bylaw #23 - EXECUTIVE BOARD INELIGIBILITY NOTICE It is the responsibility of each member of the Executive Board to disclose to the President immediately any circumstances which could render the member ineligible to serve on the Executive Board. In such situations, the President will bring the facts to the attention of the Board, which shall determine the eligibility of that member. If a member is ineligible, he/she may notify the President immediately and request of the Board in writing they grant a 90-day exception. The Board, by majority vote, may grant a one-time exception of up to 90 days. Bylaw #24 - ETHICAL CONSIDERATIONS "It is hereby declared to be the policy of the FBI National Academy Associates, Inc., that the proper operation of a democratic association requires that elected officials, Association employees or appointees be independent, impartial and responsible only to the members of the organization; that said decisions and policy should be made in the proper channels of the National Academy Board structure; that no officer, employee, or appointed member of the Board or of any National Academy Committee should have any monetary investment, direct or indirect, or engage in any business, transaction or professional activity or incur any obligation of any nature which is in conflict with the proper discharge of his/her duties. Ethical issues of concern may be brought before the board by any member to seek clarification and full disclosure in the matter. Whenever, the President is made aware of a potential violation of this bylaw he/she will assemble a committee to investigate the alleged activity. The committee will be made up of one elected board member from each Section and will contain no member associated directly or indirectly with the incident as alleged. The Committee will prepare a factual report of its findings to the President at the earliest possible date. The President will assemble the Board to determine if any action should be taken. No action will be taken without a two-thirds vote of the Executive Board and due process being provided to the Board Member in question. Bylaw #25 INDEMNIFICATION Page 10 of 11

11 The FBI National Academy Associates, Inc. Executive Board shall provide for indemnification by the corporation of any or all of its past, present, and future: elected officer, appointed member, or paid employee of the association. Providing however, that such indemnification shall extend to any actual or threatened claim, action, suit, or proceeding (civil, criminal, administrative, and investigative), or other matter brought against the corporation and/or said individuals. Indemnification is available when the action taken against the corporation and/or individual was by reason of them having been elected officers, appointed members, or paid employees of the association who were acting in good faith in the association's behalf or in response to direction from the organization. Indemnification is not available to a person adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of his/her duty. A settlement agreement is not face evident proof of misconduct. Indemnification is not deemed exclusive of any other rights which the specified parties in this bylaw would be entitled to under law. The provisions of indemnification shall insure to the benefit of the heirs and legal representatives of persons entitled to indemnification and shall be applicable to actions, suits, or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption of this bylaw. The corporation may purchase insurance for the purposes of indemnification and any such indemnification shall always be subject to the financial condition of the organization and the coverage in effect at the time of the action. The National Executive Board may elect to provide or offer umbrella indemnification coverage to Chapter Executive Boards where appropriate and feasible to do so. Bylaw #27 SECTIONS For the purpose of electing members to the Association s Executive Board, the Membership of the Association will be divided into Sections based on geography and a desire for regional affiliation as follows. Section I Alaska, Arizona, Asia Pacific, California, Hawaii, Monida (Montana / Idaho), Nevada, New Mexico, Oregon, Rocky Mountain (Colorado / Wyoming), Utah, and Washington. Section II Arkansas, Eastern Missouri, Illinois, Indiana, Iowa, Kansas / Western Missouri, Louisiana, Mediterranean / Mid East / Africa, Mexico, Michigan, Nebraska, Northwest (Minnesota / North Dakota / South Dakota), Oklahoma, Texas, Wisconsin. Section III Alabama, District of Columbia, Florida, Georgia, Kentucky, Latin America / Caribbean, Maryland / Delaware, Mississippi, North Carolina, Puerto Rico, South Carolina, Tennessee, and Virginia. Section IV Connecticut, European, New England (Maine / Massachusetts / New Hampshire / Rhode Island / Vermont), New Jersey, New York / Eastern Canada, Ohio, Pennsylvania, Western Pennsylvania, and West Virginia. Bylaw #28 -CONFERENCE ROTATIONS It is the intent of the FBI National Academy Associates to hold the Annual Training Conferences in each Section of the Association on a rotation following the numerical designation of the Sections (e.g. Sections I, II, III, IV) in a manner that is consistent with the Constitutionally required process to elect members to the Executive Board. In the event that no Chapter in a Section is identified as a co-host for an Annual Training Conference or if a proposed conference venue is deemed inappropriate for an Annual Training Conference, the Executive Board may seek another venue within or without the Section after contacting the Chapter Presidents in the affected Section seeking their council and advice. ***** Page 11 of 11

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