ARTICLE III. Officers, Board of Directors, Committees
Section I. Officers
A. Elective Officers. The elective officers of ACTFL shall be the President, the President-Elect, the Past-President, and the Treasurer.
1. President-Elect, President, Past-President
a) Qualifications. A nominee for President-Elect must have been a member of ACTFL continuously during the preceding five years and served on the Board of Directors, as a major committee chair, or in another major leadership role in the profession.
b) Election. The President-Elect shall be elected by the individual members of ACTFL by mail or electronic ballot and shall be so elected on a regular annual basis.
c) Term of Office
1) The President-Elect shall serve for one year beginning January 1 of the year following election, and then be installed as President the following year.
2) The President shall serve for one year beginning January 1 of the year following their year as President-Elect, or until a successor is installed.
3) The Past-President shall serve for one year after their term as President has been completed.
d) Compensation. With the exception of the Executive Director, no officer or director shall be compensated for services as an officer or director of ACTFL.
1) President. The President shall be a voting member of the Board of Directors and shall have such powers and perform such duties as pertain to the office of president and such other powers and duties as are provided in these bylaws and ACTFL’s Policy Manual or as assigned by the Board of Directors. They shall preside at all meetings of the Board of Directors and at the Annual Business Meeting. They shall appoint all committees, subject to the approval of the Board of Directors, and serve as an ex officio member of all committees.
2) President-Elect. The President-Elect shall be a voting member of the Board of Directors and shall perform such duties as the President or the Board of Directors may assign.
3) Past-President. The Past-President shall be a voting member of the Board of Directors and perform such duties as the President or the Board of Directors may assign.
f) Absence of President. In the event that the President dies during their term or is incapacitated, resigns or is absent, the President-Elect shall assume and exercise all responsibilities and authority of the President and, in the absence of a President-Elect, then the immediate Past President shall assume such responsibilities and authority.
2. Treasurer. The Treasurer shall be elected by the Board of Directors from among the sitting members of the Board. The Treasurer shall render such reports as the Board of Directors may request.
B. Executive Director. The Executive Director of ACTFL shall be the only appointive officer.
l. Appointment. The Executive Director of ACTFL shall be appointed by the Board of Directors.
2. Term and compensation. The Executive Director shall be appointed for a term and compensated as designated by the Board of Directors.
3. Duties. The Executive Director shall be the chief executive and operating officer of ACTFL and shall exercise general supervision over the day-to-day affairs of the corporation. They endeavor to carry out the policies formulated by ACTFL, the Board of Directors, and the Executive Committee. their shall keep a record of the proceedings of all membership meetings and of the Board of Directors and of the Executive Committee, and shall be the official custodian of all such records and of the seal of ACTFL. The Executive Director serves as an ex officio, non-voting, member of the Board of Directors and shall be present (or have a designated representative present) at all meetings of the Board and the Executive Committee.
Section II. Directors
A. Number. In addition to the officers, including the Executive Director, who shall not have voting privileges, there shall be twelve directors of ACTFL. Seven of the directors shall be at-large directors elected by the members of ACTFL. Each of the five regional organizations appoints one of the five remaining directors.
B. Qualifications. A nominee for director must have been a member of ACTFL continuously during the preceding three years and have served on a committee of ACTFL, in another leadership role in ACTFL, or in a leadership role in an affiliated group, or leadership role in the profession.
C. Election. The at-large directors shall be elected by the individual members of ACTFL by mail or electronic ballot. At least one at-large director shall be elected each year and, in any given year, such other directors may be elected as may be necessary to maintain a Board with seven elected at-large directors on a triennial rotation basis. An announcement inviting members of ACTFL to suggest nominees for elective offices shall be published in an appropriate publication of ACTFL at least six months prior to thethe election. There shall be placed in nomination at least two persons for each elective office, and the Board shall instruct the executive director to mail ballots or provide for electronic voting for all individual members at least forty-five (45) days before the Annual Business Meeting. A date for the closing of the balloting shall appear on the printed ballot or in any electronic voting system.
D. Tenure. The elected and appointed directors shall serve for a term of three years or until their successors are installed.
Section III. Board of Directors
A. Composition. The voting members of the Board of Directors shall consist of all the elected at-large directors, the directors representing the five regional organizations, and all of the officers other than the Executive Director, who shall be a nonvoting member.
B. Duties. The Board of Directors shall have general supervision of the activities of ACTFL, supervise the expenditure of funds, fix the salary of the Executive Director, fill vacancies ad interim in any office or on the Board of Directors, and make all appointments not specifically delegated to the President.
C. Resignation and Removal. Any member of the Board of Directors may resign at any time by sending written notice of such resignation to the Board. Any member of the Board may be removed, for cause, by a majority vote of the Board of Directors.
D. Vacancies. Any vacancy in the Board of Directors occurring by reason of death, incapacity, disqualification, resignation, or removal of a member of the Board, may be filled by the vote of the majority of the members of the Board in office even though that number may be less than a quorum. Each member elected by the Board to fill a vacancy shall hold that office for the remainder of the unexpired term of the director being replaced.
Section IV. Committees
A. The Executive Committee of the Board of Directors shall consist of the President as chair; the immediate Past President, the President-Elect, the Treasurer and, as a nonvoting member, the Executive Director.
l. Duties. The Executive Committee shall act for the Board of Directors when the Board is not in session and shall report actions taken as a committee at the next meeting of the Board. It shall also act in an advisory capacity to the President.
B. A Nominating Committee shall be appointed each year by the President.
C. The President shall, subject to the approval of the Board of Directors, appoint whatever standing and special committees are deemed necessary to carry out the purposes of ACTFL.
D. The Board of Directors may organize itself by forming such other committees as it may designate from time to time for the purpose of facilitating the work of the Board.
ARTICLE IV. Meetings
A. There shall be at least one meeting of the individual members each year, which shall be called the Annual Business Meeting, at such time and place (or by remote communication) as the Board may direct. Financial and membership reports from the Board of Directors shall be presented at the Annual Business Meeting.
B. Special membership meetings shall be called by the President under the authorization of a majority of the members of the Board of Directors. Notice of a special meeting of the members shall be given to the individual members by the Executive Director at least thirty days prior to the date set for said meeting.
C. At the Annual Business Meeting and any special meeting of the members, a quorum shall consist of the lesser of 100 voting members or 10% of the voting members present in person or by proxy.
D. The Board of Directors shall hold a meeting at the time of or prior to the Annual Business Meeting. Additional meetings of the Board shall be held at the call of the President or on the written request of two-thirds of the voting members of the Board. Notice of any meeting of the Board other than regular meetings herein provided shall be given to each member of the Board at least fifteen days prior to the date set for such meeting.
E. Board of Directors meeting may be held in person or via remote communication, provided that all Board members may hear each other at the same time. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business. The act of a majority of Board members at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law, the Certificate of Incorporation, or these Bylaws.
F. Any action requiring a vote of the Board of Directors may be taken without a meeting upon unanimous written approval, including via electronic communication, of the Board of Directors.
G. Roberts Rules of Order, Revised, shall govern the conduct of all meetings of the Executive Committee, Board of Directors, and ACTFL.
H. Wherever these Bylaws provide for nonvoting members of the Board of Directors, the Delegate Assembly, or any committee, such members shall have all rights and authority of their office except the right to vote or any other right expressly limited by these Bylaws to voting members. The rights of nonvoting members include, but are not limited to, the right to introduce motions and to engage freely in discussion of pending matters.
ARTICLE V. Delegate Assembly
Section I. The Delegate Assembly
A. The Delegate Assembly shall be a non-voting advisory body comprised of representatives from member organizations and other affiliated organizations. The Assembly shall hold a meeting annually and shall serve as a forum for considering and responding to the activities and policies of the Board of Directors and ACTFL, and may make recommendations to the Board of Directors regarding the activities and policies of ACTFL.
ARTICLE VI. Indemnification
A. ACTFL shall (1) indemnify any person made a party to an action by or in the right of the corporation to procure a judgment in its form by reason of the fact that they, their testator or intestate, is or was a director or officer of the corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by them in connection with the defense of such action, or in connection with an appeal therein; and (2) indemnify any person made, or threatened to be made, a party to any action or proceeding other than one by or in the right of the corporation to procure a judgment in its favor, whether civil or criminal, by reason of the fact that they, their testator or intestate is or was a director or officer of the corporation, or served any other corporation, partnership, joint judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, in each case to the fullest extent possible under Sections 721 through 726 of the Not‑for‑Profit Corporation Law or the successor indemnifications provisions of that law or any successor statute by which the activities of the corporation are governed.
ARTICLE VII. Amendments
These Bylaws may be amended or repealed, and new Bylaws may be adopted by resolution adopted by a majority of the entire Board of Directors at any regular or special meeting, and any Bylaw or amendment to the Bylaws adopted by the Board of Directors may be amended or repealed by the Board. Any Bylaw so amended or repealed by the Board may be reinstated by vote of the Individual Members entitled at the time to vote for the election of members of the Board of Directors, in which case the Board of Directors shall not take any action with respect to the Bylaws which is inconsistent with the action so taken by vote of the individual members.
Adopted by the Board, November 2006
Revised by the Board May 2022