AMENDED AND RESTATED
BY-LAWS
 OF
 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES

ARTICLE 1
PREAMBLE

1.1       Name.  The name of the Association shall be National Association of Bankruptcy Trustees (“Association”).

    1. Registered Office.  The registered 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 registered office from time to time.

 

    1. Purpose.  The Association is committed to improving the administration of bankruptcy by promoting professionalism, education, and the open exchange of ideas and concerns among its members and other members of the bankruptcy community and actively promoting the understanding by its members of the responsibility of each member to promote and defend the integrity of the bankruptcy system.

ARTICLE 2
MEETINGS OF THE MEMBERS

    1. Annual Meeting.  An annual meeting of members shall be held each year at such time and place as may be directed by the Board of Directors.

 

    1. Notice of Meeting.  Written notice of the time and place of the annual meeting shall be mailed to all members of the Association at least 30 days prior to the date fixed pursuant to Section 2.1.  The notice shall be in the form required pursuant to Section 3.1, but may be included in the materials promoting the annual convention.
    1. Order of Business.   The order of business at the annual meeting of the members shall be as follows:

 

  1. Report of President
  2. Report of Treasurer
  3. Transaction of Other Business
  4. Adjournment

Notwithstanding the foregoing order of business, the presiding officer, in the
absence of any objection, may vary the order of business in his discretion.  If there is an objection to the order of business, it shall be set by the vote of a majority of the members present at the meeting.

    1. Special Meetings.  Special meetings of the members may be called at any time by

the President, or by a majority of the Board Directors.  Upon receipt of written specifications setting forth the date an purpose of a special meeting, signed by the President, or by a majority of the Board of Directors, the Secretary or the Executive Director shall prepare, sign and mail notice of the special meeting to the members at least fourteen (14) Days prior to the date fixed for the holding of any special meeting.   Such notice shall contain the time, place, and purpose of such meeting.

    1. Quorum.   Fifty (50) members entitled to vote represented in person at meeting

shall be necessary and sufficient to constitute a quorum at any meeting of the members.

    1. Voting.  Only Trustee members as defined in Section 4.1(a) may participate in

and vote at the annual meeting or any special meetings of members.  Associate, Supplier, Governmental and Trustee Associate members shall not have the power to vote on any matter brought before the Association but are encouraged to offer suggestions and proposals to the Board of Directors and the general membership. 

ARTICLE 3
NOTICE OF MEETINGS

    1. Form of Notice.   All notices required to be given by any of the provisions of

these By-laws shall state the authority pursuant to which they are issued (viz.  “By Order of the President”, or “By order of the Board of Directors” as the case may be) and shall bear the written, stamped, typewritten, or printed signature of the Secretary or Executive Director.   Except as provided in Section 2.2. regarding the notice of annual meeting,  every notice shall be deemed duly served when the same has been deposited in the United States Mail, with postage fully pre-paid, addressed to the addressee at his or her last address appearing upon the membership records of the Association.

    1. Waiver of Notice.  Notice of the time, place, and purpose of any meeting of the

members or the Board of Directors, may be waived by telegram, facsimile, or other writing either before or after such meeting has been held.

    1. No Proxies.   Trustee members may not appoint any proxy, in writing or

otherwise and, any attempted vote by proxy is void and of no force and effect.

ARTICLE 4
MEMBERS

    1. Classes.   The Association shall have five classes of membership:

 

  1. Trustee- A member who is a Trustee appointed under the Bankruptcy Code.
  1. Associate – A member who is qualified as defined by section 327 of the

Bankruptcy Code to be employed by a Trustee, other than those who are Trustee Assistants.

  1. Governmental – A member who is a Government employee.

 

  1. Supplier – A member who provides services to Trustees (e.g. banks, computer

software businesses, insurance services, etc.)

  1. Trustee Assistant- A member who serves as staff of a trustee member and who is a non-lawyer (e.g. secretary, legal assistant, paralegal, etc.)

 

    1. Rules and Regulations; Membership Fee.   All members shall agree to abide by

the rules and regulations of the Association and shall pay an annual membership fee as determined from time to time by the Board of Directors.

    1. Revocation of Membership.   The Board of Directors reserves the authority to

revoke upon the vote of two-thirds (2/3 adopted 6/05 Board meeting) of the Directors present 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.

    1. Failure to Pay Fees.   If a member of the Association does not pay annual fees

when due, he or she may be dismissed from the Association and any obligations of the Association to said member shall be terminated.   Any Director who fails to pay the annual fees 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, provided such dismissal is consistent with South Carolina law. 

    1. Honorary Members.  Honorary members may be elected by the Board of

Directors.  Honorary membership may be bestowed upon persons not otherwise eligible for membership.

ARTICLE 5
DIRECTORS

    1. Number and Powers.  The business of the Association, including the

establishment and collection of annual membership fees, shall be managed by a Board of Directors of not less than eleven (11) nor more than twenty-five (25) persons, as determined by the Board of Directors.   The Board shall have the power to decrease the number of Directors, so long as the number shall not be reduced below eleven (11), but no decrease shall have the effect of shortening the term of any incumbent director.  The term as Director of the President and Immediate Past President shall, if their term as a Director would have expired prior to the expiration of their term in office as President or Immediate Past President, be extended to be co-terminus with their term as President or Immediate Past President, as the case may be.

    1. Term.  Any person elected as a Director who is not an Incumbent Director shall

be elected for an initial term not to exceed three (3) years, with the duration of such term to be set by the Board.   Any Incumbent Director who is re-elected as a Director shall be elected for a term of three (3) years.

    1. Additional Board Positions.  The Board of Directors may include six (6)

additional nonvoting members from the non-Trustee membership, who shall be designated “Associate Directors”.  Associate Directors shall not have the power to vote on any matter brought before the Board of Directors, but are encouraged to attend meetings and to offer suggestions and proposals to the Board of Directors.  Associate Directors may be elected by the Board of Directors for two year terms.  Whenever Associate Directors shall be elected, their number shall not be counted in calculating the maximum number of Directors.  Associate Directors shall have no role in the management of the Association.  References in these By-law to “Director”, “Directors”, or “Board of Directors”, apply only to the voting members of the Board and not to any Associate Directors.

    1. Eligibility.  Except as otherwise provided herein, only Trustee members who have

been Trustee members of the Association for at least two (2) consecutive years immediately proceeding the date at which they take office are eligible or qualified to be a Director.  Upon completion of his or her term as Immediate Past President, such person shall not be eligible to hold a seat on the Board of Directors until one year after his or her term as Immediate Past President shall end.

    1. 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.   The Board of Directors shall elect all officers of the Association.   The Board may employ an Executive Director who shall serve at the pleasure of the Board.

    1. Vacancies.  A vacancy on the Board of Directors shall be filled by a majority vote

of the remaining Directors.  The person elected to the vacancy shall serve a one year term of his or her predecessor or until a successor is elected and qualified.

    1. Removal.  The Board of Directors may, in its discretion, by a two-thirds majority

vote of all Directors present at a regular meeting, or at a special meeting called for that purpose, remove any Director with or without cause.

    1. Meetings.  Meetings of the Board of Directors may be held a the registered office

of the Association or at such place as the President or a majority of the Directors may from time to time designate.  At least two (2) regular meetings must be held each year.  Notice of regular meeting of the Board shall be given to each Director at least ten (10) days prior to the meeting.  The dates and places of regular Board meetings to be held before the next annual meeting shall, to the extent possible, be announced at the annual 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 of Directors shall take place prior to the annual meeting of the members of the Association.  Immediately after this meeting, a meeting of the incoming Board of Directors shall commence.

    1. Waiver of Notice.  Either before or after any meeting of the Board, a Director

may waive notice of such meeting in writing and such waiver shall be deemed equivalent to the giving of such notice.  Such waiver must be written.   Attendance by a Director at such 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 at any meeting of the Board shall constitute a waiver of notice.

    1. Absences.  A Director shall communicate to the President the reason for his

absence form 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 majority vote of the Directors, his resignation shall be deemed to  have been tendered and accepted.

    1. Attendance by Non-Directors.   Any Trustee member of the Association may
attend any regular meeting of the Board of Directors.  The Board may conduct such sessions, designated “executive sessions”, as it shall determine are necessary.  Any executive session shall be open only to the Officers of the Association, the Board of Directors, and such persons as shall be specifically made a part of any executive session by affirmative vote of the Board.
ARTICLE 6
OFFICERS

    1. Officers; Election.  The executive officers of the Association shall be the

President, President-Elect, Vice President, Secretary, Treasurer, and the Immediate Past President.   All officers other than the President and Immediate Past President shall be elected annually by the Board of Directors for terms of one year or until their successors are elected and qualified.  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.  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.  The election of officers shall take place as provided in Sec. 6.3. The President for the upcoming year may vote for officers, the provisions of section 7.1 notwithstanding.  The elevation of the President-Elect to the Presidency creates a vacancy in the Board of Directors which shall be filled pursuant to 5.6.

    1. Vacancy.  A vacancy among the officers may be filled by a majority vote of the

Directors.  The person elected to fill a vacancy shall serve for the unexpired term of his or her predecessor and until a successor is elected and qualified.

    1. President-Elect.  The President-Elect shall assume the position of President at the

conclusion of the final meeting of the outgoing Board, and shall preside at the meeting of the incoming Board.  The first item of business for this meeting shall be the election of officers for the next year.   Following the election of officers, the Directors and the newly elected Officers shall be installed.

    1. Introduction of Officers.  The newly elected Officers shall be introduced at the

opening session of the annual convention.  The ceremonial passing of the gavel shall take place a the final banquet of the convention.

    1. Removal of Officers.  Any officer may be removed at any time with or without

cause by a two-thirds majority vote of the Directors present.

    1. Eligibility.  No person shall be elected as an officer of the Association until they

shall have served at least one (1) year as an elected Trustee-member of the Board of Directors.

ARTICLE 7
DUTIES OF OFFICERS

    1. President.   The President shall perform all duties and functions of the Chief

Executive Officer of any corporation and be responsible to the Board of Directors for carrying out the goals and purposes of the Association as set by the Board.  The President shall also serve as the Chairman of the Board of Directors.   The President shall not vote on any matter requiring a vote of the Board of Directors, unless a tie shall occur, in which case the President shall cast the tie-breaking vote and except as provided in Section 6.1.

    1. President-Elect.   The President-Elect shall serve as the executive assistant to the

President in the day-to-day conduct of the business of the Association.  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 he or she be required to do so.  The President-Elect shall become the President of the Association at the annual meeting of members in the year following his or her election and 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, no successor shall be elected; the President-Elect shall serve as President until the next annual meeting of members, and during the term that he or she would have served as President.  There shall be no succession or required prior office that must be held to be eligible to be elected as President-Elect except as provided in Section 6.6.  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.

    1. Vice President.  The Vice President(s) shall also serve as (an) additional

assistant(s) to the President in the day-to day conduct of the business of the Association.  Their duties shall be assigned from time to time by the President and the Board.  The Vice Presidents shall serve on all liaison committees and report to the Executive Committee on the activities of those Committees.  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 duties set forth herein.

    1. Secretary.  The Secretary shall keep minutes of the all business meetings and

perform such other duties as may be assigned by the President or the Board of Directors.

    1. 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 of Directors.  The signature of the Treasurer or Executive Director shall be required on all checks of the Association.  The Board of Directors 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 its 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.

    1. Executive Director.   The Executive Director, if any, shall be employed by the

Board at its pleasure and shall be responsible for the day-to-day business of the Association and performance of such 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.

    1. 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 and the Immediate Past President may attend such meetings as requested by the President.   The Immediate Past President retains a right to vote on all Board matters.

ARTICLE 8
EXECUTIVE COMMITTEE

    1. Composition of Executive Committee.  The Executive Committee shall consist of

the officers of the Association and the NABTalk Editor.  Should the Immediate Past President refuse or in any other manner be unable to serve on the Executive Committee, the President may be designate another person to serve on the Executive Committee.  Said person selected shall be either (1) any previous President of the Association, or (2) a member of the Board of Directors, priority in selection being given to a previous President of the Association.  If the person selected by the Board of Directors as the NABTalk Editor shall not be an elected member of the Board of Directors, said person shall be an ex efficio member of the Executive Committee and the Board of Directors without any voting right.

    1. Power.  During the intervals between the meetings of the Board, the Executive

Committee, possesses and may exercise all powers of the Board in the management of the Association.  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 and all actions of the Committee shall require approval by a majority of the members present and voting and such action shall be reported to the Board of Directors at its next succeeding meeting.  Nothing contained herein shall prohibit the Executive Committee from conducting such business as shall be necessary by means of telephone conferences, provided that appropriate notice has been given, and that minutes of any telephone conference shall be maintained as for any other meeting.
 

ARTICLE 9
ASSOCIATE, GOVERNMENTAL AND SUPPLIER MEMBERS

    1. Policy Decisions.   Policy decisions adopted by the Board of Directors shall not

be binding upon Associate, Supplier, and Governmental members who do not choose to endorse the same.

ARTICLE 10
COMMITTEES

10.1     Chair.  The President shall appoint a Chairperson and members for standing, special and ad hoc committees as may be established by either the President or the Board of Directors.

10.2     Reporting.       The Chairperson of each Committee shall be responsible for the effectiveness of that Committee and shall report to the Board of Directors in a meaner as may be prescribed by the Board.

10.3     Authority.       A Chairperson may not speak on behalf of the Association without the prior approval of the Board of Directors.

ARTICLE 11
INDEMNIFICATION

    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 shall be 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 the State of South Carolina, or of the Untied States of America.

    1. Bad Faith.   The Association shall not indemnify any director, agent, or officer of

the Association if, in the opinion of the Board of Directors, the individual acted in bad faith to the detriment of the Association.

    1. Insurance Limitation.   To the extent any officer, director, or other agent of the

Association is entitled to be indemnified by the Association, said indemnification shall be limited in accordance with the terms and conditions of the Directors and Officers Insurance Policy or Policies which would provide coverage for the acts or omissions which serve as a basis for the claim against the officer, director, or other agent of the Association.

ARTICLE 12
ELECTION OF DIRECTORS

    1. Nomination Committee.  Nominations for candidates to serve on the Board of

Directors shall be made by a Nomination Committee appointed by the President.  The committee shall be composed of the Immediate Past President, who shall be the Chairperson of the Nominating Committee, and four (4) members of the Association, none of whom shall be candidates for election and at least two (2) of whom shall not be current Directors.

    1. Nominating Report.  The committee shall file its report containing no more than

two (2) 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.

    1. Disclosure of nominees; Additional Nominations.   No later than April 1 of each

year the names of those persons nominated by the Nominating Committee shall be disclosed to the membership.  Thereafter, any other eligible member may be nominated by the filing of a nominating petition signed by at least fifteen (15) Trustee members of the Association with the Executive Director not later than April 30.

    1. Mailing of Ballots.  Secret ballots for the election of Directors shall be mailed to

the Trustee members entitled to vote on or before May 15.   Ballots must be signed by the Trustee member entitled to vote and must be received not later than June 1 of each year.   Facsimile ballots will be accepted, provided they are received by 5:00 PM Eastern Daylight Time, June 1.  Incumbent Directors, defined as those Directors who are currently serving on the Board, shall be designated “Incumbent” on the ballot.   Members shall be entitled to vote for any number of candidates not to exceed the number of Directors to be elected.  Cumulative voting shall not be permitted.  The counting of ballots shall be done by the Executive Director.

    1. The canvas of ballots shall be by the Executive Director, and the Executive

Director shall be responsible for the counting of ballots.  The Board of Directors may also establish reasonable rules and regulations to ensure the integrity of the voting procedure.  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.

    1. Results.   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.   For purposes of this provision, a facsimile request shall constitute a writing.

    1. Notification of Results; Appeal.   The Executive Director or other person

supervising the election shall notify all candidates of the results within seventy-two (72) hours after the ballots have been counted.  Any appeal from the results as announced or any written request for a recount of the ballots shall be made within five (5) days thereafter.  A recount shall be automatically granted upon request.  All other appeals shall be decided by the Board of Directors.  However, no Director who is personally involved in the contested election shall participate in the appeal process.

    1. Installation.  Elected Directors shall be installed at the Installation of Officers and

their term commence at the conclusion of the annual meeting of members following their election.

    1. Inability to Serve.  Should a person, who has been elected by the membership as a

Director pursuant to this Article, be unable to begin the term due to death, disability, resignation, or for any other reason, said person shall be removed form the Elected Director List, and the List shall be reordered by the Executive Director.

ARTICLE 13
PROCEDURES

    1. Procedures.  Robert’s Rules of Order ,to the extent not inconsistent with these By-

Laws, shall govern the proceedings of all meetings of the Association.

    1. Communications Equipment.  Participation in a meeting by conference telephone

or similar communication equipment shall constitute the presence of such person or persons at a meeting, provided that all participating in the meeting can hear each other.

ARTICLE 14
RESOLUTIONS

    1. Written Submissions.  Resolutions pertinent to the profession, or to the objects of

the Association, or for other appropriate purpose, may be submitted in writing by any member of the Association in good standing for consideration by the Board of Directors.  The Board of Directors may approve, disapprove or modify any such resolution.

ARTICLE 15
REPRESENTATION OF BEHALF OF THE ASSOCIATION

    1. No Authority.  No member of the Association or committee thereof shall

represent the Association unless authorized to do so by the Board of Directors or, in case of an emergency, by the Executive Committee.

    1. No Liability.  No member of the Association or Committee thereof, or any officer

or member 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 of Directors.  Such authorization may be delegated by the Board of Directors to the Executive Committee.

    1. Proposed Legislation.  The Association may take a position or action concerning

proposed legislation only if either (1) at a duly called meeting, the Board of Directors determines (a) by a vote of two-thirds of the Board of Directors present and voting that the proposed legislation concerns a proper subject matter, and (b) by a vote of two-thirds of the Board of Directors present and voting to take a position or action, or both; or (2) the Executive Committee, by a majority vote of those voting at a duly called meeting, determines either that legislative position or action could not reasonably be timely submitted to the Board of Directors or that a material change in circumstance since a previous meeting of the Board of Directors makes immediate legislative action necessary, determined (a) by an affirmative vote of at least four (4) of its members, that the proposed legislation concerns a proper subject matter, and (b)( by an affirmative vote of at least four (4) of its members to take a position or action, or both.  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 of Directors may determine to take no position on proposed legislation that is or may be factional, partisan or narrow in interest.

ARTICLE 16
AMENDMENT

    1. Required Vote.   These By-laws may be altered, amended, or repealed at any

regular or special meeting of the Board of Directors by a vote of two-thirds (2/3) of the Directors in attendance except that Sections 4.3 and 16.1 of these By-laws my be amended only a the annual meeting of members by vote of two-thirds (2/3) of the Trustee members in attendance.

    1. Notice of Amendment.  Before any alteration, amendment, or repeal of the By-

laws shall occur, a notice of not less than thirty (30) days shall be given to the members of the Board of Directors or the Trustee members of the Association (in the case of those Sections which may only be amended by a vote of the Trustee members). 

    1. Waiver of Notice of Amendment.  Notwithstanding the provisions of this Section

16.2, the Board of Directors, may, by a 4/7ths majority, vote to waive said thirty (30) day notice in the case of an alteration, amendment, or repeal of these By-laws which do not require the vote of the Trustee members.

ARTICLE 17
CONSTRUCTION

    1. Construction.  These By-laws shall be construed so as to give words their ordinary

meaning.  The singular includes the plural, and masculine gender includes the feminine.