MEMBERS

1) Manner of Joining. Individuals may become members in the organization by giving written notice to the organization. The notice shall contain the applicant’s namefull mailing address or immediate means of contact such as electronic mailing address, and state of residence, and a signed affirmation that the applicant has read the Declaration of Principles and desires to support the activities of the organization.

2) Limitations on Membership. Membership in the corporation is limited to persons interested in furthering the objects of the corporation.

3) No Dues. The corporation shall not assess dues. However, the organization may assess reasonable mailing fees and fees for services rendered and materials provided to members and chapters.

4) Resignation. A member may withdraw from the corporation by delivering to the corporation a written resignation.

5) Expulsion by the Board. Membership may be suspended or revoked by a 2/3 vote of the Board of Directors for non-compliance with the rules and regulations or engaging in actions sufficiently contrary to furthering the objects of the corporation. Reinstatement of members expelled by the Board may be conducted through another 2/3 vote of the Board or a 2/3 vote of the general membership in accordance with Article 13 of the ASFAR bylaws.

6) Expulsion by the Members. The members may require a member to resign for any reason the membership deems fit upon an affirmative vote of three-fourths of the members voting on the ballot for the annual meeting.

a) Motion to Remove. The ballot item for removal of a member shall set forth the reasons for removal, attested to by any five members of ASFAR, at least two of whom shall not be directors or officers of ASFAR at the time the attestation is made. The reasons shall be supported by such evidence as the accusers see fit.

b) Notice to Adverse Party. The accusations is set forth in writing to the accused member at least thirty days before the ballot is to be sent to the membership. The accused member shall have the right to refute the charges in writing and at length, and to have the refutation included in the ballot packet along with the charges against him.

c) Single Question. The question upon which the vote is taken shall have the form: “Shall [name] be expelled from this corporation for committing one or more of the acts alleged?” It is the intention of ASFAR that a single question should be asked, containing both the question of guilt and the question of expulsion, so that the reputation of exonerated members should not be sullied by a finding of guilt.

d) Intention. It is the intention of ASFAR, in adopting this procedure, that the members shall have the ultimate right to expel any member whose reputation, conduct or behavior is, in the judgment of the members, detrimental to ASFAR’s work.

MEETINGS OF THE CORPORATION

7) Annual Meeting. The corporation shall meet annually at a place within the United States between the fifteenth and thirty-first day of January, inclusive, the specific time, place and manner to be determined by the president of the organization.

8) Rules of Order. The annual meeting of the corporation is governed by the rules of order adopted by the Board of Directors or, if the Board does not adopt any rules of order, then by Robert’s Rules of Order, Newly Revised.

9) Notice of Agenda. The agenda of the annual meeting shall be mailed to the members no later than thirty days before the meeting.

10) Items Conducted by Ballot. The election of the directors, the amendment of the bylaws and articles of incorporation, and the amendment of the Declaration of Principles shall always be conducted by a single free and secret ballot to be mailed with the agenda of the annual meeting.

11) Other Questions Decided by Live Vote. Every question except the election of the Board of Directors and the adoption and amendment of bylaws, articles of incorporation and the Declaration of Principles is amendable by the annual meeting and decided by voice vote or division in substantially the manner called for by Robert’s Rules of Order.

12) Rights of Members. Every member has the right to speak and be heard on all issues being debated at the meeting, and to cast one vote on any and every motion requiring a vote. A member shall possess the right to be allotted a minimum of fifteen minutes of debate time on any issue, as measured by a direct countdown of a block of time from the period that the member begins his or her address. At the point at which this fifteen minutes has expired, a motion to silence the member via a 2/3 majority vote may be introduced

13) Powers of the Members. A general meeting of the members has all the powers of the Board of Directors, including the power to reconsider acts of the Board of Directors.

14) Annual Report. Before proceeding to the regular business of the annual meeting, the outgoing officers shall give the members a frank and honest appraisal of the state of the corporation, and shall report on their activities for the previous year.

15) Program. The president shall propose the program of ASFAR for the coming year. The treasurer shall propose ASFAR’s budget for the coming year. Both the program and the budget are amendable and shall be adopted by live vote according to the rules of order. The Board of Directors shall define the scope of the program and budget.

16) Special Meeting Called by Board. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation.

17) Special Meeting Called by Members. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights.

18) Quorum. A quorum of members shall exist if a number of members equal to the lesser of ten members or one-tenth of the number of ballots cast, and in no case fewer than three members, is present at the meeting, and if at least one of those members is not an outgoing director or incumbent officer of ASFAR.

19) Proxies permitted for Board of Directors meetings. Directors may vote by proxy on any question determined by live vote. Directors voting by proxy shall be considered present only for purposes of determining quorum and vote count. Directors voting by proxy should provide a written statement of their intent to vote by proxy. The director should identify the proxy in their written statement. Directors must send notice of their intention to vote by proxy, and identify the proxy holder, to all other directors prior to the vote in which the proxy vote is cast. Proxies expire after each meeting unless specifically stated by the Director otherwise.

BOARD OF DIRECTORS

20) Role of the Board of Directors. The property and business of the corporation is managed by a board of directors. The role of the Board of Directors is to plan and direct the corporation and to regulate the activities of the corporation.

21) Number of Directors. The number of directors shall be fixed by the outgoing board of directors in the resolution calling the election and the annual meeting. In no case shall the board consist of fewer than six directors.

22) Qualifications of Directors. Directors must be individuals who are able to read and write English and perform the duties of directors. There shall never be any age floor for the office of director.

23) Manner of Election. The Directors shall be elected annually by the members of the corporation, and shall serve until the annual meeting immediately following their election, at which their successors shall commence to serve. The directors shall be elected in substantially the following manner:

a) Call for Candidates. The president shall call for candidates for election no later than sixty days before the annual meeting.

b) Manner of Volunteering. Interested persons shall submit a statement to the secretary as to their qualifications and as to any other subject they consider relevant.

c) Nominations. Every person who submits a statement no later than thirty-five days before the annual meeting shall be considered nominated.

d) Mailing of Ballots. The statements of all the nominees shall be mailed to the members along with a ballot containing the names of the nominees and an instruction to choose up to seven of the nominees; provided, that if there are seven or fewer nominees, there shall instead appear a binary question as to each nominee asking if said nominee should be elected.

24) Automatic Vacancy. The office of director is automatically vacated:

a) By Resignation: if a director has resigned their office by delivering a written resignation to the secretary of the corporation;

b) For Insanity: if a director is found by a court to be of unsound mind;

c) By the Membership: if at a general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office;

d) By Dying: on death; or

e) For Absenteeism: if a director fails to attend three consecutive or four cumulative meetings of the Board of Directors in a given year, except during extenuating circumstances as determined by the Board of Directors.

25) Expulsion. The Board of Directors may expel a member for any cause it sees fit by a two-thirds vote, the member being subjected to expulsion not counting toward a quorum in the matter.

26) Filling Vacancies. If any director is to resign, automatically vacate or be expelled from the Board of Directors, the president shall announce this fact to the members of the corporation and solicit a substitute from among the members of the corporation. The Board of Directors shall appoint the most qualified replacement from among the volunteers by a majority vote at the first meeting at which any qualified volunteers are known. Every member who is eligible for Board service has the right to be placed on the list from which the new director shall be chosen if he so chooses.

27) Meetings. The board of directors shall meet once or more per year, the time, place and manner to be determined by the president with the assent of the Board of Directors.

28) Notice Does Not Affect Validity. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

29) Rights of Directors. Each director has the right to speak and be heard on every item of business and to exercise one vote on every motion requiring a vote.

30) All-Volunteer Board. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from a director position as such; provided that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained is construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation for such other service.

31) Tenure of Office. Retiring directors shall remain in office until the dissolution or adjournment of the meeting at which their retirement is accepted and a successor is invested with the office of director.

32) Books and Records. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

33) Indemnities to Directors and Officers. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

a) Legal Costs: all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability; and

b) Miscellaneous Expenses. all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

34) Powers of the Board of Directors. The directors of the corporation may administer the affairs of the corporation in all things, and all the affairs of ASFAR shall be conducted under the ultimate supervision and authority of the Board of Directors.

a) Elastic Clause. Except as otherwise provided in these Bylaws, the directors may exercise all powers, perform all acts, and contract all contracts that the organization is authorized by law, by regulation or by its Articles of Incorporation to exercise, perform and contract.

b) Committees. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid.

c) Appropriation Authority. The directors shall have power to authorize expenditures on behalf of the corporation from time to time. This authority may not be delegated without limit except to the treasurer of the corporation.

d) Remuneration Authority. The board of directors may, by resolution, fix and authorize reasonable remuneration for all officers, employees and committee members.

e) Investment Authority. The directors shall have the power to invest or entrust some or all of the assets of the corporation such that the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

f) Solicitation Authority. The board of directors shall do whatever they deem fit to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

g) Limits on Refusal of Gifts. The board of directors shall not refuse any unsolicited gift unless they determine that the gift would hinder ASFAR or interfere with its rights or functions, or that the cost of accepting the gift would substantially outweigh the actual usefulness of the gift to ASFAR.

35) Board Subordinate to Membership. The Board of Directors is subordinate to the corporation as a whole. The Board of Directors may not override any decision of the corporation taken at the annual meeting or by ballot.

36) Source of Authority. No director, officer or agent of ASFAR shall ever have any authority not vested in them by the Board of Directors, except as otherwise specified in these Bylaws.

OFFICERS

37) Role of Officers. The role of the officers of the corporation is to operate and manage the corporation and carry on its exempt functions.

a) Regular Officers. The regular officers of the corporation are a president, vice-president, secretary and treasurer. Officers must be members. Among the officers, only the president and vice-president must be directors.

b) Appointment of Officers. The regular officers shall be elected annually by members of the corporation at a meeting of that body to be held two weeks after the election of the Board of Directors at the annual meeting. Resolutions to remove regular officers shall be implemented through a 2/3 affirmative vote at a meeting of the general membership.

c) Tenure of Office. The regular officers of the corporation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead.

d) Elastic Duties. In addition to their enumerated duties, the officers shall perform such other duties as the Board of Directors or their supervisor require of them.

e) Subordinate Officers. The duties of the subordinate officers shall be such as the Board of Directors and the president require of them.

f) Powers Limited. The powers of officers are limited to those granted to them by bylaw and to those granted them by the Board of Directors.

38) President. The president is the chief executive officer of the corporation with the rights and responsibilities pertaining thereto.

a) Power and Duty to Preside. The president shall preside over all meetings of the corporation and of the board of directors. The president shall rule on all questions of procedure and order in meetings, and the ruling of the president on such questions is final except as stated in the rules of order.

b) Power and Duty of Management. The president shall generally and actively manage the functions of the corporation and employ such staff officers as the president deems necessary to carry on the functions of the corporation, subject to the program and budget of ASFAR and to the assent of the Board of Directors.

c) Power and Duty of Enforcement. The president shall see that all orders and resolutions of the board of directors are carried into effect.

39) Vice-President. The vice-president is the chief operating officer of the corporation with the rights and responsibilities pertaining thereto.

a) Substitution. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president.

b) Chief of Staff. The vice-president is the most senior member of the staff, and shall have responsibility for counseling and directing the president’s staff and subordinate officers.

c) Duty of Fluency. The vice-president shall be sufficiently informed of political goings-on to advise the president.

40) Secretary. The secretary is the secretary of the corporation with the rights and responsibilities pertaining thereto. The secretary shall carry out the duties of that position under the general supervision of the president, but the president shall not have the authority to assign duties to the secretary as though the secretary were a subordinate officer to the president.

a) External Correspondence. The secretary shall carry on all the official correspondence of the corporation and shall represent the corporation in all its corporate affairs not consisting of the exempt functions of the corporation, including before regulatory bodies and before the State of Illinois.

b) Board Records. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall attend all meetings and record all votes and minutes of all proceedings in the books to be kept for that purpose.

c) Publication. The secretary shall compile and publish the orders and resolutions of the board of directors and make the same available to the members of the corporation.

d) Custodian of the Seal. The secretary is custodian of the seal of the corporation which they shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

e) Security; Elastic Clause. The secretary shall secure the records of the private members of the corporation and hold them in the strictest confidence. The secretary is empowered to make and enforce all policies the secretary deems necessary to carry out this duty.

41) Treasurer. The treasurer is the chief financial officer of the organization with the rights and responsibilities pertaining thereto. The treasurer shall carry out the duties of that office under the general supervision of the secretary.

a) Custody. The treasurer shall have the custody of the funds and securities of the corporation.

b) Accounts. The treasurer shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation.

c) Duty to Deposit. The treasurer shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time.

d) Duty to Disburse and Account For Monies. The treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation.

42) Staff Officers. The Board of Directors, the president, the secretary and the treasurer have the right to maintain a staff sufficient to support their duties upon the assent of the Board of Directors to the determination of necessity and to the appointment of an incumbent as a staff member generally.

a) The staff members reporting directly to the president are staff officers who are officers, but not regular officers, for purposes of these bylaws. The president may require staff officers to report in the interim to other staff officers as long as the president retains the ultimate supervisory authority over the staff officers.

b) The staff members reporting regularly to the secretary, the treasurer, or a subordinate officer shall not have the power of officers and shall act under the direct supervision of the officer to whom they report.

c) Staff members other than staff officers shall not supervise other staff members.

43) No Executive Director. No officer or employee of ASFAR other than the president, secretary and treasurer shall carry on the activities of ASFAR under the direct supervision of the Board of Directors. All the staff and officers of ASFAR shall carry on their functions under the ultimate direction of the president, the secretary, and/or the treasurer. No officer or staff member of ASFAR shall ever have a title or designation containing the phrase “executive director”.

44) Confidentiality. The officers, staff and staff officers shall not disclose the confidential data and information of ASFAR, and every director, officer and employee of ASFAR who is assigned to come in contact with ASFAR’s confidential data and information shall be bound by a non-disclosure agreement binding such persons to compliance with the privacy policies set by the Secretary. The board of directors may, but needs not, require officers and staff whose duties are especially sensitive to be bonded in an amount and by a surety sufficient to secure the performance of such a person’s duties under the non-disclosure agreement.

MISCELLANEOUS PROVISIONS

45) Execution of Documents. Contracts, documents or any instruments in writing requiring the signature of the corporation shall be signed by any two officers and all contracts, documents and instruments in writing so signed is binding upon the corporation without any further authorization. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring and dealing with any stocks, bonds, and other securities of the corporation.

46) Financial Year. Unless otherwise ordered by the board of directors, the fiscal year-end of the corporation is December 31.

47) Auditors. The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors by resolution.

GOVERNING DOCUMENTS

48) Articles of Incorporation. The Articles of Incorporation of the corporation are incorporated by reference as though they were set forth in their entirety herein.

49) Bylaws. These Bylaws are the basic law of the corporation and shall govern all the activities of the corporation to the extent that they are not inconsistent with the Articles of Incorporation.

50) Standing Rules. The Board of Directors may adopt such rules and regulations (hereinafter “standing rules”) as it deems expedient.

51) Declaration of Principles. The organization shall set out its philosophical beliefs in a Declaration of Principles, which shall not normally vary from year to year.

52) Program. The president shall propose a program of activities to the annual meeting. When adopted, the program shall govern the activities of ASFAR for the term for which it is adopted.

53) Budget. The president shall present a proposed budget to the annual meeting. When adopted, the budget shall govern the activities of ASFAR for the term for which it is adopted.

54) Amendment by the Board. These Bylaws and the Articles of Incorporation of the corporation may be amended according to the following procedure:

a) The Board of Directors shall determine the language of the amendment by a simple majority.

b) The question of whether the proposed amendment shall be adopted shall be approved by a meeting of the general membership. If two-thirds of the members voting on that question vote in favor of the amendment, the amendment shall be adopted.

55) Bylaw Amendments by the Membership. A petition of the members, none of whom are presently directors or regular officers of ASFAR, demanding that an amendment be presented to the people shall have the same effect as a resolution of the Board of Directors for purposes of amending the bylaws not encompassed by the Articles of Incorporation if and only if such a petition is signed by the lesser of fifteen such members or the number of such members having three percent of the voting rights in the corporation.

56) Manner of Amending. The amendment may be done by striking text, by inserting text at a definite point, by appending an article, or by replacing specified text with proposed text.

INTERPRETATION

57) Number and Gender. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words, importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

58) Writing. A notice given by electronic mail to a member who has consented to receive communications by electronic mail is a written notice for the purpose of these Bylaws. The secretary or other director or officer receiving the notice is empowered to take reasonable steps to verify the identity of the sender and the presumed sender’s knowledge of the notice before honoring the notice.

59) Electronic and Virtual Meetings. The president may order that the meetings of the directors or the meetings of the members shall be held electronically by such means of telecommunication that facilitates the right of all members entitled to participation to participate without cost to such members as has been approved by the directors.

60) Signatures. An electronic signature, as that term is commonly used, is a signature for all purposes of these Bylaws except where the context requires otherwise.