TABLE OF CONTENTS |
|
| Article 1: | The Association |
| Article 2: | Membership |
| Article 3: | Meetings of the Membership |
| Article 4: | Board of Directors |
| Article 5: | Meetings of the Board of Directors |
| Article 6: | Election of Board of Directors |
| Article 7: | Associate Directors and Others |
| Article 8: | Officers |
| Article 9: | Duties of Officers |
| Article 10: | Executive Committee |
| Article 11: | Other Committees |
| Article 12: | Actions on Behalf of the Association |
| Article 13: | Indemnification |
| Article 14: | Notices |
| Article 15: | Procedures |
| Article 16: | Resolutions, Policies, and Official Positions |
| Article 17: | Construction |
| Article 18: | Bylaw Amendments |
BYLAWS OF NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
Adopted December 5, 2009
ARTICLE 1 THE ASSOCIATION
1.1 Name
The name of the Association shall be National Association of Bankruptcy Trustees ("Association").
1.2 Principal Office
The principal office of the Association shall be located at One Windsor Cove, Suite 305, Columbia, South Carolina 29223. The Board of Directors may change the location of the principal office from time to time.
1.3 Purpose
The National Association of Bankruptcy Trustees is the voice of the Chapter 7 Bankruptcy Trustee community, serving its interests and needs through education, communication and promotion of the profession.
ARTICLE 2 MEMBERSHIP
2.1 Classes The Association shall have the following classes of membership:
- (a)
- Trustee Member: Trustees appointed under the Bankruptcy Code.
- (b)
- General Member: Any person in any way interested in the activities of the Association may become an Associate member.
2.2 Membership Fee
A person eligible for membership shall become a member, or continue to be a member, upon payment of the annual membership fee, which fee shall be set by the Board, or upon submission of a membership application if no fee is due. Eligibility and classification for membership shall be determined each year at the time of application. If a current member of the Association does not pay the annual membership fee when due, the member may be dismissed from the Association, at which time any obligation of the Association to said member shall be terminated.
2.3 Rules and Regulations All members shall agree to abide by the rules and regulations of the Association.
2.4 Revocation of Membership
The Board reserves the authority to revoke, upon the vote of two-thirds of the Directors in attendance, the membership of any member whose conduct is detrimental to the integrity of Trustees, is prejudicial to the interests of the Association, or reflects poorly on the Association, its goals and purposes. Any such person will be ineligible for membership until deemed eligible by the affirmative vote of two-thirds of the Directors in attendance.
ARTICLE 3 MEETINGS OF THE MEMBERSHIP
3.1 Annual Meeting
An annual meeting of the Trustee Members shall be held each year at such time and place as may be directed by the Board.
3.2 Notice of Annual Meeting
Written notice of the time and place of the annual meeting shall be mailed to all Trustee Members at least 30 days prior to the date fixed for the meeting. Notice of the meeting may be included in the materials promoting the annual convention.
3.3 Order of Business The order of business at the annual meeting of the Trustee Members shall be as follows:
- (a) Report of President
- (b) Report of Treasurer
- (c) Transaction of Other Business
- (d) Adjournment Notwithstanding the foregoing order of business, the presiding officer may vary the order of business, absent any objection. If there is an objection, the order of business shall be set by a vote of the majority of the members present at the meeting.
3.4 Special Meetings
Special meetings of the Trustee Members may be called at any time by the President or by a majority of the Directors, who shall notify the Secretary or Executive Director in writing of the date and purpose of the meeting. The Secretary or the Executive Director shall provide the Trustee Members with at least fourteen days notice of the special meeting, which notice shall contain the time, place, and purpose of the meeting, and the written, stamped, typewritten, or printed signature of the party providing the notice.
3.5 Quorum
Fifty Trustee Members entitled to vote and appearing in person shall be necessary and sufficient to constitute a quorum at any meeting of the Trustee Members.
3.6 Voting
Only Trustee Members may attend, participate in and vote at the annual meeting or any special meetings of members. Trustee Members may not appoint any proxy, in writing or otherwise, and any attempted vote by proxy is void.
ARTICLE 4 BOARD OF DIRECTORS
4.1 Terminology
References in these Bylaws to "Director," "Directors," "Board," or "Board of Directors," apply only to the voting members of the Board and not to any Associate Directors, the Executive Director, or Ex Officio Directors.
4.2 Number of Directors
The business of the Association shall be managed by a Board of Directors of not less than eleven and more than twenty-five persons. The Board shall have the power to increase or decrease the number of Directors, so long as the number shall not be reduced below eleven, but no decrease shall have the effect of shortening the term of any incumbent Director.
4.3 Term
Directors elected by the membership shall be elected for three-year terms. If the term of the President-Elect, President, or Immediate Past President as Director would have expired prior to the expiration of their term in that office, their term as Director shall be extended until the end of their service as an Officer.
4.4 Eligibility
Only Trustee Members who are members of the panel of private Trustees established under 28 U.S.C. § 586(a)(1) or are appointed through the U.S. Bankruptcy Administrator Program to serve as a private panel trustee in chapter 7 cases are eligible to serve as Directors. In addition, only those who have been members of the Association for at least two consecutive years immediately preceding the date at which they take office are eligible to be a Director. After completion of a term as Immediate Past President, that member shall not be eligible to hold a seat on the Board until one year after the term as Immediate Past President ended.
4.5 Quorum
A majority of the Directors must be present to constitute a quorum for any regular or special meeting of the Board. A majority of the Directors present shall have the power to vote on any policy or decision affecting the Association, except as otherwise stated in these Bylaws or required by law.
4.6 Vacancies
A vacancy on the Board shall be filled by a vote of the remaining Directors at the next meeting of the Board. The person elected to the vacancy shall serve until the position is filled through the next regular election.
4.7 Failure to Pay Fees
Any Director who fails to pay the annual membership fee when due shall forfeit the right to vote on any matter before the Board and the right to any reimbursement for any cost or expenses incurred by such Director. Said Director shall be dismissed from the Board one month after demand for payment is made in writing by the President.
4.8 Removal
The Board may, by a two-thirds vote of Directors in attendance, remove any Director with or without cause.
ARTICLE 5 MEETINGS OF THE BOARD OF DIRECTORS
5.1 Board Meetings
Board meetings may be held at any place designated by the President or by a vote of the Directors. At least two regular meetings must be held each year. Notice of regular meetings of the Board shall be given to each Director at least ten days prior to the meeting. Special meetings of the Board may be called by the President on such notice as is reasonable under the circumstances. The last meeting of the outgoing Board shall take place prior to the annual meeting of the members of the Association.
5.2 Telephonic Meetings
Meetings may be conducted telephonically, provided that appropriate notice has been given and minutes are maintained as for any other meeting, and that all persons attending can effectively participate. Participation in a meeting by telephone or similar communication equipment shall constitute the presence of any such person at a meeting.
5.3 Waiver of Notice
Either before or after any meeting of the Board, a Director may waive notice of the meeting in writing. Attendance by a Director at a meeting, except where the Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, shall constitute a waiver of notice.
5.4 Absences
A Director shall communicate to the President the reason for the Director’s absence from any regular or special meeting. If a Director is absent from two consecutive meetings (including any regular or special board meeting, executive committee meeting or the annual meeting of the members), for reasons deemed insufficient by a vote of the Directors, that Director’s resignation shall be deemed to have been tendered and accepted.
5.5 Attendance by Non-Directors
Any Trustee Member of the Association may attend any regular Board meeting. The Board may conduct "executive sessions" which shall be open only to the Officers, Directors, and such persons as shall be specifically made a part of any executive session by a vote of the Directors.
5.6 Unanimous Written Consent of Directors Without A Meeting
Any action required or permitted to be taken at a Board meeting may be taken without a meeting, prior notice or a vote, if a written consent to the action is provided by all of the Directors and filed in the corporate records with the minutes of meetings.
ARTICLE 6 ELECTION OF BOARD OF DIRECTORS
6.1 Nominating Committee
Nominations for candidates eligible to serve on the Board shall be made by a Nominating Committee. The Committee shall be composed of the Immediate Past President, who shall Chair the Committee, and four members of the Association appointed by the President, none of whom shall be candidates for election and at least two of whom shall not be current Directors.
6.2 Nominating Report
The Nominating Committee shall prepare its report containing no more than two names for each position to be filled at the next annual election of Directors. The report shall be filed with the Executive Director no later than March 15 of each year. No later than April 1 of each year, the names of those persons nominated by the Committee shall be disclosed to the membership.
6.3 Nomination by Members
After disclosure of the Nominating Report to the membership, any other eligible member may be nominated by filing with the Executive Director, by April 30 of that year, a nominating petition signed by at least fifteen Trustee Mmbers.
6.4 Mailing of Ballots
On or before May 15 of each year, the Executive Director shall mail secret ballots for the election of Directors to the Trustee Members then entitled to vote. Those Directors who are then serving on the Board shall be designated "Incumbent" on the ballot.
6.5 Voting
Only Trustee Members may vote for Directors. Trustee Members may vote for any number of candidates, not to exceed the number of Directors to be elected. Cumulative voting shall not be permitted. Ballots must be signed by the voter and must be received by the registered office by June 1 of each year; facsimile ballots must be received by 5:00 PM EDT on that day. If June 1 falls on a Saturday, Sunday, or holiday, the deadline for casting ballots shall be extended to the first business day following June 1.
6.6 Rules and Regulations
The Board may establish reasonable rules and regulations to ensure the integrity of the voting procedure.
6.7 Election Results
The Executive Director shall be responsible for counting the ballots. The Executive Director shall rank the persons elected in descending order of number of votes received to establish the Elected Director List. If an election results in a tie vote, the winner shall be determined by lot, using a method related and supervised by the Executive Director. The Executive Director shall disclose only to the Board, and any candidate who shall request in writing, the vote totals of said election and the Elected Director List.
6.8 Notification of Results
The Executive Director or other person supervising the election shall notify all candidates of the election results within seventy-two hours after the ballots have been counted.
6.9 Appeals and Recounts
Any appeal from the results as announced, or any written request for a recount of the ballots, shall be made within five days. A recount is automatically granted upon request; all other appeals shall be decided by the Board. However, no Director who is personally involved in the contested election shall participate in the appeal process.
6.10 Inability to Serve
Should a person who has been elected by the membership as a Director be unable to begin serving the term for any reason, said person shall be removed form the Elected Director List, and the List shall be reordered by the Executive Director.
ARTICLE 7 ASSOCIATE DIRECTORS AND OTHERS
7.1 Associate Directors
The Board may designate up to eight additional members as "Associate Directors." Associate Directors shall not have the power to vote on any matter brought before the Board and shall have no role in the management of the Association, but are encouraged to attend meetings and to offer suggestions and proposals to the Board. Associate Directors shall be selected by a vote of the Directors. Associate Directors shall serve for one-year terms.
7.2 Ex Officio Director
If the NABTalk Editor is not an elected member of the Board, the Editor shall be an ex officio member of the Board so long as he or she is Editor, and shall not have the power to vote on any matter brought before the Board.
7.3 Executive Director
The Board may employ an Executive Director who shall serve at the pleasure of the Board. The Executive Director, if any, shall be responsible for the day-to-day business of the Association and performance of any duties assigned by the Board. The Executive Director shall provide the Association with a fidelity bond, in an amount to be determined by the Board.
ARTICLE 8 OFFICERS
8.1 Designation
The executive officers of the Association shall be the President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President. Additional vice presidents may be elected if the Board so desires. Any two of these offices may be filled by the same person, except that the President shall not hold any other office during his or her term as President.
8.2 Eligibility
Only those members who have served at least one year as a Director and who are currently serving as a Director are eligible to be elected as an Officer. The only prior office that must be held shall be in the succession to the office of the President from the office of President-Elect. Other than this requirement, there shall be no succession or required prior office that must be held to be eligible to be elected as an Officer.
BYLAWS - Page 8 Adopted December 5, 2009 8.3 Ascension
The office of the President shall be filled by the President-Elect from the prior year and the office of Immediate Past President shall be filled by the President from the prior year. The President-Elect of the outgoing Board shall assume the position of President of the incoming Board at the conclusion of the final meeting of the outgoing Board, and shall preside at the meeting of the incoming Board.
8.4 Election
All Officers, other than the President and Immediate Past President, shall be elected annually by the Board and from the Board for terms of one year. The first item of business for the incoming Board at the annual meeting shall be the installation of those Directors elected by the membership, followed by the election of Officers for the incoming Board. The President of the incoming Board may vote for Officers, notwithstanding other provisions in these Bylaws. Following the election of Officers, any vacancies on the Board (including the vacancy created by the elevation of the President-Elect to President) shall be filled.
8.5 Vacancy of President’s Position
The President-Elect shall assume the office and duties of President should the President be unable to continue his or her duties due to death, incapacity, resignation, or removal. In the event that the President-Elect shall assume the duties of President under this provision, no successor shall be elected at that time; the President-Elect shall serve as President until the next annual meeting of members, and also during the term that he or she would have served as President.
8.6 Other Vacancies
A vacancy among the Officers (including the vacancy created by the elevation of the President-Elect to President) shall be filled by a vote of the Directors; the Directors may also vote not to fill a vacancy. The person elected to fill a vacancy shall serve until the next regular election of Officers.
8.7 Removal of Officers
Any Officer may be removed at any time, with or without cause, by a two-thirds vote of the Directors in attendance.
ARTICLE 9 DUTIES OF OFFICERS
9.1 President
The President shall perform all duties and functions of the Chief Executive Officer of any corporation and be responsible to the Board for carrying out the goals and purposes of the Association. The President shall also serve as the Chair of the Board of Directors. Except as otherwise provided in these Bylaws, the President shall not vote on any matter requiring a vote of the Board, unless a tie shall occur, in which case the President shall cast the tie-breaking vote.
9.2 President-Elect
The President-Elect shall serve as the executive assistant to the President in the performance of his or her duties and functions. The President-Elect shall become familiar with all of the duties and functions of the President and shall be prepared at all times to assume the duties of the office of President should it become necessary.
9.3 Vice President
The Vice President(s) shall also serve as (an) additional assistant(s) to the President and shall perform those duties assigned by the President and the Board. In the absence of the President and the President-Elect, the Vice President shall fulfill the duties of President. If there shall be more than one Vice President, the President shall designate which Vice President shall carry out the President’s duties.
9.4 Secretary
The Secretary shall keep minutes of all business meetings and perform such other duties as may be assigned by the President or the Board. If the Board does not employ an Executive Director, the Secretary shall assume responsibility for the Executor Director’s duties, as set forth in these Bylaws.
9.5 Treasurer
The Treasurer shall be responsible for all moneys received and disbursed by the Association, and such other duties as may be assigned by the President or the Board. The signature of the Treasurer or Executive Director shall be required on all checks of the Association. The Board may require the Treasurer to provide a bond to the Association with security or sureties acceptable to the Board, conditioned on the faithful performance by the Treasurer of his or her duties. The Treasurer shall be a member of each convention and spring seminar committee, shall oversee the budget for each meeting, and shall regularly advise the President, Convention/Seminar Chair, and Executive Committee as to the budget and projected revenues and expenses for each convention and seminar.
9.6 Immediate Past President
The Immediate Past President shall serve in such capacity and provide such assistance as requested by the President. All duties or assignments shall be voluntary. The Immediate Past President retains a right to vote on all Board matters.
ARTICLE 10 EXECUTIVE COMMITTEE
10.1 Composition
The Executive Committee shall consist of the Officers of the Association and the NABTalk Editor. The NABTalk Editor shall serve as an ex officio member of the Executive Committee, without the right to vote on any matter before the Executive Committee. Should the Immediate Past President be unwilling or unable to serve on the Executive Committee, the President may designate another person to so serve. Said person shall be either a Past President of the Association, or a current Director, priority in selection being given to a Past President.
10.2 Powers
During the intervals between Board meetings, the Executive Committee possesses and may exercise all powers of the Board.
10.3 Meetings
Except as otherwise provided herein, all meetings of the Executive Committee shall be held at a place designated by the President upon notice to the members of the Executive Committee. The presence of a majority of the members of the Committee shall be necessary and sufficient to constitute a quorum. All actions of the Committee shall require approval by a majority of the members present and voting. A report of any Executive Committee meeting shall be made to the Board at its next meeting.
ARTICLE 11 OTHER COMMITTEES
11.1 Establishment
Standing, special and ad hoc committees may be established by either the President or the Board of Directors.
11.2 Composition The President shall appoint the Chair and members for all committees.
11.3 Reporting
The Chair of each Committee shall be responsible for the effectiveness of that Committee and shall report to the Board in a manner as may be prescribed by the Board.
ARTICLE 12 ACTIONS ON BEHALF OF THE ASSOCIATION
12.1 No Authority to Represent
No member of the Association or a Committee thereof shall represent the Association unless so authorized by the Board, or, in case of an emergency, by the Executive Committee.
12.2 No Authority to Incur Liabilities
No member of the Association or a Committee thereof shall have the power to incur any liability on behalf of the Association for any debt or other obligation whatsoever; except upon the authorization of the Board. Such authorization may be delegated by the Board to the Executive Committee.
ARTICLE 13 INDEMNIFICATION
13.1 Right to Indemnification
Any Officer, Director or other agent of the Association who is acting in or on behalf of the Association in good faith, who is subjected to any legal or threatened legal action, or who is held accountable for damages of any sort, shall be indemnified by the Association unless that person is prohibited from being so indemnified by the laws of South Carolina or the United States of America.
13.2 Bad Faith
The Association shall not indemnify any Officer, Director, or other agent of the Association if, in the opinion of a majority of the Directors, the individual acted in bad faith to the detriment of the Association.
13.3 Insurance Limitation
To the extent any Officer, Director, or other agent of the Association is entitled to indemnification under this Section, said indemnification shall be limited in accordance with the terms and conditions of the applicable insurance policy(ies).
ARTICLE 14 NOTICES
14.1 Form of Notice All notices required to be given by these Bylaws shall be in writing.
14.2 Manner of Notice
Notice of the annual meeting shall be provided as set forth in Section 3.2 of these Bylaws. Any other notice required by these Bylaws shall be deemed duly served when the same has been deposited in the U.S. Mail, postage pre-paid, addressed to the member’s address; or has been sent by electronic mail to the member’s email address; or has been transmitted by telefacsimile to the member’s fax number, using the contact information contained in the membership records of the Association.
14.3 Waiver of Notice
Notice of the time, place, and purpose of any meeting of the members or the Board may be waived by telegram, telefacsimile, electronic mail or other writing, either before or after such meeting has been held.
ARTICLE 15 PROCEDURES
15.1 Procedures
Robert’s Rules of Order, to the extent not inconsistent with these Bylaws, shall govern the proceedings of all meetings of the Association.
ARTICLE 16 RESOLUTIONS, POLICY DECISIONS, AND OFFICIAL POSITIONS
16.1 Written Resolutions
Resolutions pertinent to the profession or to the purposes of the Association, or for any other appropriate purpose, may be submitted in writing by any member of the Association in good standing for consideration by the Board. The Board may approve, disapprove or modify any such resolution.
16.2 Policy Decisions
Policy decisions adopted by the Board shall not be binding upon those General Members who do not choose to endorse them.
16.3 Proposed Legislation
The Association may take a position or action concerning proposed legislation only if either (1) at a duly called meeting, the Board determines by a vote of two-thirds of the Directors in attendance that the proposed legislation concerns a proper subject matter, and that the Association should take a position and/or action; or (2) the Executive Committee determines by a majority vote, that the matter cannot reasonably be timely submitted to the Board or that a material change in circumstance since a previous Board meeting of makes immediate legislative action necessary; and the Executive Committee further determines, by an affirmative vote of at least four of its members, that the proposed legislation concerns a proper subject matter, and that the Association should take a position and/or action. Proper subject matter shall be only that which concerns the administration of the bankruptcy system, the integrity of the bankruptcy judiciary, or improvement of the law. The Board may determine to take no position on proposed legislation that is or may be factional, partisan or narrow in interest.
ARTICLE 17 CONSTRUCTION
17.1 Construction
These Bylaws shall be construed so as to give words their ordinary meaning. The singular shall be read to include the plural.
ARTICLE 18 BYLAW AMENDMENTS
18.1 Required Vote
These Bylaws may be amended or repealed at any regular or special meeting of the Board of Directors by a vote of two-thirds of the Directors in attendance except that Section 4.3 (Revocation of Membership) and this provision may be amended only at the annual meeting of Trustee Members by a vote of two-thirds of the members in attendance.
18.2 Notice of Amendment
Before any amendment or repeal of the Bylaws shall occur, a notice of not less than thirty days shall be given to all Directors, or in the case of those sections which may only be amended by a vote of the Trustee Members, to the Trustee Members. The Board, may, by the affirmative vote of two-thirds of the Directors, vote to waive said thirty day notice in the case of an amendment or repeal of these Bylaws which does not require the vote of the Trustee Members.