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Bylaws of the
Conference of Consulting Actuaries
(As restated September 25, 2011)
Article I - Name, Organizational
Basis, and Location
Section 1. Name.
This organization shall be
named “The Conference of Consulting Actuaries,” hereinafter referred to as
the “CCA” or the “Conference.” From its inception in 1950 through
August 31, 1991, it was named the “Conference of Actuaries in Public
Practice.”
Section 2. Organizational Basis.
The CCA is a not-for-profit corporation, organized and
operated under the Illinois Not For Profit Corporation Act. The CCA is
a tax exempt organization under Section 501(c)(6) of the Internal Revenue
Code.
Section 3. Location. Offices of the CCA shall be located in the State
of Illinois and/or in such other localities as may be determined by the
Board of Directors of the CCA, hereinafter referred to as the “Board,”
“Board of Directors,” or “Board of the CCA”.
Article II - Objectives
The
objectives of the Conference of Consulting Actuaries are as determined by
the Board:
CCA shall
hold meetings, audiocasts, webcasts, and discussions, conduct studies, host
communities of interest, make or sponsor investigations, and undertake such
other activities as may appear desirable and necessary to achieve the
objectives.
Article III - Membership
Section 1. Classes.
The CCA shall consist of
the following classes of members:
a)
Fellow of the CCA, who shall be entitled
to use the designation FCA.
b) Associate of
the CCA, who shall be entitled
to use the designation ACA.
Section 2. Retired
Status.
In general, members in the categories indicated above are subject to the
annual continuing education requirement described in Article III, Section
4. A member who retires from the profession may maintain membership in the
CCA by satisfying any one of the following three independent criteria:
a) annually fulfilling the continuing education requirement, in which case
they are entitled to continue to use the membership designation to which
they were entitled prior to retirement;
b) provided the member no longer performs work as an actuary, appending "-R"
to the member's former designation; or
c) performing voluntary work in leadership roles as a Board or Committee
member or officer of or volunteer for one or more of the actuarial
organizations as identified by the Board of the CCA and qualifying for
retiree status as long as no other actuarial work is being performed by that
individual, appending “-R” to the member’s formal designation.
Section 3. Requirements
for Admission.
a) Approval and
Confirmation.
A candidate for membership who meets all of the following requirements for
the class of membership for which application is made shall become a member
of such class, provided the candidate's application meets the requirements
set by these Bylaws, according to a procedure defined by the Board of the
CCA to implement these Requirements for Admission.
b) General
Requirements.
A candidate for any class of membership must:
(1) Be highly proficient in the scientific and practical application of the
mathematics of financial contingencies and of other techniques relating
directly or indirectly thereto; and
(2) Abide by the Code of Professional Conduct as adopted by the Board.
c) Fellow of
the CCA.
A candidate for membership as a Fellow must, as of his or her date of
application, be substantially engaged in consulting actuarial practice; in
work as an actuary of a governmental unit; in work as an Enrolled Actuary;
in work at an insurance company; or in teaching actuarial science and
satisfy any one of the following three independent criteria:
(1) Have completed six years of experience in responsible actuarial work,
three of which are in actuarial consulting, and attained the designation of
ASA (Associate of the Society of Actuaries), or ACAS (Associate of the
Casualty Actuarial Society), or EA (Enrolled Actuary), or MAAA (Member of
the American Academy of Actuaries), or MSPA (Member of the American Society
of Pension Professionals and Actuaries) or the equivalent designation for
any international actuarial organization accepted by the Board of the CCA;
(2) Have been an active
member in the CCA for a period of three consecutive years after attainment
of the Associate membership designation, be in good standing, and practicing
as a consultant; or
(3) Have attained the
designation of FSA (Fellow of the Society of Actuaries), FCAS (Fellow of the
Casualty Actuarial Society), or FSPA (Fellow of the American Society of
Pension Professionals and Actuaries), or the equivalent designation for any
international actuarial organization accepted by the Board of the CCA.
Additionally, applicants must meet such other qualifications and
requirements as may be required from time to time by the Board.
d) Associate of
the CCA.
A candidate for membership as an Associate must, as of his or her date of
application:
(1) Have attained the designation of ASA (Associate of the Society of
Actuaries), or ACAS (Associate of the Casualty Actuarial Society), or EA
(Enrolled Actuary), or MAAA (Member of the American Academy of Actuaries),
or MSPA (Member of the American Society of Pension Professionals and
Actuaries); or the equivalent designation for any international actuarial
organization accepted by the Board of the CCA; and
(2) Meet such other qualifications and requirements as may be required
from time to time by the Board of the CCA.
e) In-house actuarial advisors shall be considered consulting actuaries for
purposes of this Section. Actuaries shall not be deemed to lose their
qualifications solely because they rise to executive levels and supervisory
roles in their organizations, or because their activities are diminished by
partial retirement. "Responsible actuarial work," is work which requires
knowledge and skill in solving actuarial problems.
Section 4. Continuing
Education.
To remain a member in good standing, the members of any classification,
other than those electing Retired Status in accordance with Article III,
Section 2, must satisfy, in addition to any other requirements for remaining
in good standing, such Continuing Education requirements as the Board may
specify. The Treasurer shall, after due notice has been given to a member,
report to the Board the failure of that member to fulfill such requirements
whereupon the Board shall strike the member from the rolls of membership.
Such member may, however, be reinstated by the Board subject to such terms
as the Board may prescribe.
Section 5. Transfer of
Classification.
An Associate may make application to the Board for transfer from
Associateship to Fellowship. The requirements shall be as though the member
were a new candidate for Fellowship.
Section 6. Resignation.
Any member may file his or her intent to resign in writing with the
Treasurer. Pending resignations will be considered by the Board at periodic
Board meetings, and, if accepted by the Board, shall become effective as of
the date filed. The Board may reject a resignation for any reason it deems
appropriate. If any complaint or charge is pending with any actuarial
discipline body, the Board will generally reject the resignation. However,
the Board may in its discretion, permit the resignation of a member against
whom a complaint or charge is pending. The Board, on written application of
a member who has resigned, may reinstate the member subject to such
conditions as it may prescribe.
Article IV - Meetings of
Members
Section 1.
Annual Meeting.
The Annual Meeting of the CCA shall be held at a time and place designated
by the Board.
Written notice of the date or dates and place of the Annual Meeting shall be
given to the membership by the Secretary at least thirty (30) days prior to
the date of such meeting. At all meetings, attendance by a member shall
constitute a waiver of this notice provision.
Section 2.
Special Business Meetings. A special business
meeting of the CCA may be called at any time at the request of a majority of
the Board. Written notice of the date or dates and place of a special
business meeting shall be given to the membership by the Secretary at least
thirty (30) days prior to the date of such meeting and will specify the
purpose for which the meeting has been called.
Section 3.
Record Date.
The record date for any meeting shall be the date on which notice of the
meeting is communicated.
Section 4.
Voting.
Each Fellow and Associate will be entitled to cast one vote upon all
questions brought before the annual or any special business meeting of the
CCA. There shall be no voting by proxy at any meeting of the CCA.
Section 5.
Quorum.
The quorum required to conduct any business of the CCA shall be one-tenth
(1/10) of the Fellows and Associates then entitled to vote.
Section 6.
Voting by Mail or Other Means. Any vote, including
the election of Directors/Officers, may be conducted in writing by mail,
facsimile or other electronic means in such manner as the Board shall
determine, consistent with these Bylaws, or as may otherwise be allowed by
law.
Section 7.
Attendance by Telephone or Otherwise. Members may participate in and act
at any meeting of the CCA through use of a telephone conference or similar
communications equipment by means of which all persons participating in the
meeting can communicate with each other or through any technology allowable
under law, but only to the extent allowed by the Board. Such participation
in the meeting shall constitute attendance in person at the meeting.
Section 8.
No Informal Action.
All member action taken pursuant to these Bylaws must be taken at an annual
business meeting or other meeting of the members. Informal member action by
mail, email, or other electronic means is not permitted.
Article V - Antitrust Compliance
All meetings of the CCCA will be
conducted in compliance with Federal and State antitrust laws and any
discussion of anticompetitive activities among members is strictly
prohibited.
Article VI - Board of Directors
Section 1.
Composition.
The Board shall consist
of eighteen elected Directors, as provided below, plus any individual who,
though not an elected Director, is President, President-Elect, or, for a
period of two years following his or her presidency, a Past President.
Section 2.
Election and Term of Office. All members of the
Board shall be Fellows of the CCA and shall have been a member of the CCA
for at least one year before becoming a Director. At each Annual Meeting of
the CCA, six members of the Board shall be elected by the members, each to
serve for a period of three years beginning at the time of election and
continuing until a successor has been elected. Additional members of the
Board shall be elected by the Board as needed to fill any existing vacancies
for the unexpired terms.
An elected member of the Board shall be eligible for re-election at the
expiration of his or her term of office, provided that no Director shall be
eligible for re-election after having served as a Director for the two
immediately prior consecutive terms, disregarding any period for which he or
she was elected to fill a vacancy.
Any Director ineligible for re-election under the preceding paragraph shall
be eligible for election as a Director after a period of one year has
elapsed since he or she last served as an elected member of the Board.
A Past President shall be eligible for election as a Director after a period
of three years have elapsed from the time when his or her ex officio
membership on the Board as a Past President has expired. No more than two
Past Presidents (excluding the ex officio members) may be on the Board at
any time.
No election to the Board shall cause more than three actuaries from any one
firm, proprietorship, or organization employing actuaries, to serve as
Directors at the same time.
Section 3.
Duties.
The Board shall manage the affairs of the CCA. It shall fill all mid-term
Board vacancies, for the remainder of the unexpired term, occasioned by
death or resignation or from any other cause; authorize the appointment of
such committees as it may deem necessary for the conduct of the affairs of
the CCA; appoint the chair of the Budget and Finance Committee; promulgate
rules of professional conduct for members of the CCA and interpretations
relating thereto; authorize the compensation of all employees of the CCA;
and assign any additional duties to officers and committees.
Section 4.
Meetings.
An annual meeting of the Board shall be held during the date or dates and
at the place of the Annual Meeting of the CCA at such time or times as may
be designated by the President. Other meetings of the Board may be called by
the President, to be held at such place as he or she may designate, or by
any three Directors, to be held at the main office of the CCA, or at such
other place as a majority of the Board may agree. Notice of such other
meetings must be in writing at least ten (10) days prior to the time of
meeting stated in such notice.
Section 5.
Quorum.
The quorum required to conduct any regular or special meeting of the Board
shall be seven Directors.
Section 6.
Voting by Mail or Other Means.
Any vote may be conducted by mail, facsimile or other electronic means in
such a manner as the Board, in its discretion, shall determine, consistent
with these Bylaws, or as may otherwise be allowed by law.
Section 7.
Attendance by Telephone or Otherwise.
Directors may participate in and act at any meeting of the CCA through use
of a telephone conference or similar communications equipment by means of
which all persons participating in the meeting can communicate with each
other or through any technology allowable under law, but only to the extent
allowed by the Board. Such participation in the meeting shall constitute
attendance in person at the meeting.
Section 8.
Vacancies.
Any vacancy occurring in the Board shall be filled by the affirmative vote
of a majority of the remaining Directors even if less than a quorum. A
Director elected to fill a vacancy shall serve for the unexpired term of
his/her predecessor.
Section 9.
Removal of a Director. A
Director may be removed with or without cause by an affirmative vote of
two-thirds (2/3) of the members present and entitled to vote on removal of
Directors, at a meeting at which a quorum is present, provided written
notice of the meeting is delivered to all such members stating that a
purpose of the meeting is to vote on removal of the named Director(s).
Article VII - Officers
Section 1. Composition.
Officers of the CCA shall consist of a President, a President‑Elect, one or
more Vice Presidents, a Secretary, and a Treasurer. All officers shall be
members of the Board.
Section 2. Election and Term of Office.
At each Annual Meeting of the Board, the Directors present, by a vote of a
majority of the current Board, shall elect from among the members of the
incoming Board, including all proposed Board nominees to be approved by the
membership at the Annual Meeting, separately and in the order named, a
President‑Elect, one or more Vice Presidents, a Secretary and a Treasurer,
to serve from the close of that Annual Meeting until the close of the next
succeeding Annual Meeting of the CCA (notwithstanding the election of their
successors as Directors). Notwithstanding the foregoing, the Directors may
elect, as President‑Elect, an individual who, although not a member of the
incoming Board, was a member of the outgoing Board.
Except as herein provided, the President‑Elect shall automatically succeed
the President at the close of the first Annual Meeting of the CCA subsequent
to his or her election, and shall serve as President until the close of the
next following Annual Meeting of the CCA.
In the event that the office of President becomes vacant, the
President‑Elect shall automatically succeed to fill the vacancy for the
unexpired term, and shall serve as President until the close of the Annual
Meeting of the CCA next following the expiration of such unexpired term.
In the event that the offices of both President and President‑Elect become
vacant, the Vice President, or if there be more than one, the Vice President
designated by a majority vote of the whole Board, shall serve as President
until the next Annual Meeting of the CCA. At such meeting, the Directors,
by a vote of a majority of the whole Board, shall, prior to the election of
the President‑Elect, elect a President to serve from the close of such
meeting until the close of the next Annual Meeting of the CCA.
A retiring President who was elected as President or President‑Elect shall
thereafter be permanently ineligible for election as President or
President‑Elect.
In the event of a vacancy in the office of Vice President, Secretary, or
Treasurer, the Board shall, by majority vote of the whole Board, elect a
successor to fill the vacancy for the unexpired term.
Section 3. Duties. In
addition to such duties as may be assigned to officers from time to time by
the Board, the officers shall perform the following:
a) President.
The President shall preside at all meetings of the CCA, the Board, and the
Executive Committee. He or she shall have the power to appoint all task
forces. He or she shall appoint all committees authorized by the Board.
b) President‑Elect.
The President‑Elect shall have such duties as may be assigned by the
President or by the Board. In the absence of the President, or in the event
of his or her inability or refusal to act, the President‑Elect shall perform
the duties of the President.
c) Vice Presidents.
Each Vice President shall have such duties as may be assigned by the
President or by the Board.
d) Secretary.
The Secretary shall record and file minutes of all meetings of the CCA, the
Board, and the Executive Committee; oversee the corporate records of the CCA;
and in general perform all customary duties of the office of Secretary.
e) Treasurer.
The Treasurer shall oversee all CCA funds; oversee collection of the annual
dues; oversee all bills approved and/or paid by the CCA for expenditures;
receive a detailed accounting of all receipts and expenditures, which shall
be audited/reviewed annually by an independent accounting firm approved by
the Board and present a financial statement to the membership annually.
Section 4. Removal of an Officer.
An officer may be removed with or without cause by an affirmative vote of a
majority of the Board or two‑thirds (2/3) of the Board present and voting at
any regular or special meeting of the Board1, whichever is greater. A vote
for removal shall occur only after the officer has been advised of the
impending vote and has been given reasonable opportunity to present a
defense before the Board. If the officer being removed is a President or
President-elect who became a member of the Board solely because of a vote of
the Board into that officer position, and not by a membership vote, a
successful vote by the Board to remove such officer shall result in the
officer’s removal from both the officer position and from the Board.
However, if the officer being removed is a President or President-elect who
is serving out the remainder of his/her three-year Board term while assuming
their position as President or President-elect, a successful vote by the
Board to remove such officer shall result in the officer’s removal from the
officer position only and any removal of the officer from the Board would
require a membership vote (see Article VI).
Article VIII - Executive Committee
Section 1. Composition.
The Executive Committee shall consist of the President, the President‑Elect,
the Vice Presidents, the Secretary, the Treasurer, and the most recent Past
President.
Section 2. Duties.
All powers of the Board shall, between meetings of the Board, vest in the
Executive Committee except the power to:
a) Pass upon applications for membership;
b) Propose amendments to the Bylaws;
c) Establish any qualifications or requirements for any class of membership
in the CCA;
d) Accept resignations or reinstate any member who has resigned or has been
disciplined;
e) Reprimand, suspend, or expel any member;
f) Approve the independent accounting firm; and/or
g) Fill vacancies among the officers or Board membership.
Section 3. Meetings.
The Executive Committee shall meet upon the call of the President or upon
the call of any three of its members.
Section 4. Quorum.
The quorum required to conduct any meeting of the Executive Committee shall
be three members of the Executive Committee.
Article IX - Finances and Contracts
Section 1. Dues.
All dues of members shall be due and payable as of the beginning of each
calendar year for such calendar year.
a) The amount of dues for each class of membership shall be determined
annually by the Board, with any change subject to confirmation by a majority
vote of the voting members present and voting at the Annual Meeting of the
CCA before such dues become effective. Annual dues shall be payable for a
full calendar year or for any part of a calendar year during which the
person was a member of the CCA, provided that when a person is admitted as a
member after the Annual Meeting of any year, the dues shall apply for the
calendar year beginning on the succeeding January 1.
b)
Waiver
of Dues.
The Board may, in its discretion, upon a member’s written request, waive
payment of all or any part of dues by any member who has become totally
disabled or who has attained an age as specified by the Board from time to
time, or who is no longer substantially engaged in active actuarial work.
In order to remain in waived membership status, a member must notify the CCA
in writing and pay any dues that may be required. If notification is not
received, the Treasurer shall notify the member in writing that a response
was not received. After such notification, if the waived member fails to
respond, the Treasurer shall report the individual’s name to the Board,
whereupon the Board may strike the name of such member from the rolls, at
which time he or she shall cease to be a member of the CCA.
Section 2. Delinquencies.
The Treasurer shall notify a member in writing when that member’s dues
become in arrears, accompanied by a copy of this section of the Bylaws.
Following such notification, if the dues remain unpaid, the Treasurer shall
report the delinquency to the Board. If any complaint or charge is pending
with any actuarial discipline body, the Board may or may not remove the
member from the rolls and from membership. If no actuarial disciplinary
complaints are pending, the Board shall strike the name of such member from
the rolls, and he or she shall cease to be a member of the CCA. Such member
may, however, be reinstated by vote of the Board and upon payment of such
arrears of dues as the Board shall direct.
Section 3. Contracts.
The Board may authorize any officer, agent or staff employee to enter into
any contract or execute and deliver any instrument in the name or on behalf
of the CCA, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or staff employee shall
have any power or authority to bind the CCA by any contract or engagement or
to pledge its credit or to render it liable monetarily for any purpose or in
any amount.
Section 4. Checks. All
checks, drafts, or other orders for the payment of money, notes, or other
evidence of indebtedness shall be signed by such officer(s) or agent(s) of
the CCA as shall from time to time be determined by the Board.
Section 5. Deposits. All
funds of the CCA not otherwise employed or invested shall be deposited to
the credit of the CCA in such banks, trust companies, or other depositories
as the Board may select.
Article X - Discipline
Section 1.
Referral of Complaints.
Complaints concerning alleged violations of the CCA's Code of Professional
Conduct, and all questions which may arise as to the conduct of a member, in
the member's relationship to the CCA or its members, or in the member's
professional practice, or affecting the interests of the actuarial
profession, constitute matters for serious consideration.
Such complaints
and questions shall be referred to the following national organization if
the action occurred in that nation: The Actuarial Board for Counseling and
Discipline (ABCD) in the United States, the Canadian Institute of Actuaries
(CIA) in Canada, and the Colegio Nacional de Actuarios (CONAC) in Mexico, or
such other successor organization(s). The CCA Disciplinary Committee shall
be the appropriate body to hear disciplinary complaints against CCA members
unless the matter at issue is subject to a joint discipline process pursuant
to a joint agreement for discipline among various actuarial organizations
(“a joint discipline agreement”) to which the CCA is a party.
Section 2.
Matters Covered by a Joint Discipline Agreement.
Disciplinary matters, including appeals, that are covered by the scope of a
joint discipline agreement shall be conducted consistent with any such
agreement. Should a decision arising under a joint discipline agreement
require referral to the CCA for a final review and disposition, then the
President shall appoint a six-person Special Appeal Panel from among the
members of the Board to consider and act on such matter. The member who is
the subject of such matter shall have the right to appear personally and by
Counsel (at the member's expense) before the Special Appeal Panel to explain
why the decision arising under the joint discipline process should not be
followed. The member involved shall be notified not less than forty-five
(45) days in advance as to the time, date, and place where the Special
Appeal Panel will consider the matter. The notification may be made by
certified mail or in such other manner as the Special Appeal Panel may
direct. The time limit may be waived by mutual agreement of the parties.
The Special
Appeal Panel shall review the record created in the joint discipline process
and determine whether to affirm, or reduce the penalty under, the decision
that arose under the joint discipline process in accordance with any
restrictions imposed by the joint discipline agreement. An affirmative vote
of two-thirds (2/3) of the whole membership of the Special Appeal Panel is
required to change or affirm the decision reached under the joint discipline
process. In the event a two-thirds (2/3) vote is not obtained, the matter
will be referred to the Board of the CCA for determination of the final
disciplinary decision at its next regularly scheduled meeting in accordance
with any restrictions imposed by the joint discipline agreement.
Section 3.
Other Disciplinary Matters. When a joint discipline agreement does
not apply, the President shall appoint a six-person Disciplinary Committee
to consider and act on a recommendation from the ABCD, the CIA, CONAC, or
successor organization(s) for discipline of a CCA member. Disciplinary
action includes a private reprimand, a public reprimand, suspension of CCA
membership, or expulsion from the CCA. Public reprimand, suspension and
expulsion are all forms of public discipline. Members who have been
expelled shall lose all rights and privileges of membership. Members who
have been suspended shall lose all rights and privileges of membership while
suspended and shall not have the right to serve on committees/task forces or
the Board for a period of one (1) year after the conclusion of the
suspension. Members who have been publically reprimanded shall retain all
rights and privileges of membership except the right to serve on
committees/task forces, community steering committees or the Board for a
period of one (1) year from the effective date of the public reprimand.
The member who
is the subject of a disciplinary recommendation from the ABCD, the CIA,
CONAC, or successor organization(s) shall have the right to appear
personally and by Counsel (at the member's expense) before the Disciplinary
Committee to explain why that recommendation should not be followed.
The member
involved shall be notified not less than forty-five (45) days in advance as
to the time, date, and place where the Disciplinary Committee will consider
the matter. The notification may be made by certified mail or in such other
manner as the Disciplinary Committee may direct. The time limit may be
waived by mutual agreement of the parties.
An action of
the Disciplinary Committee to reprimand, suspend or expel a member requires
an affirmative vote of two-thirds (2/3) of the whole membership of the
Disciplinary Committee.
An action of
the Disciplinary Committee to reprimand, suspend the membership of, or to
expel a member is effective forty-six (46) days after the date of action, if
the member does not appeal the action to the Board of the CCA. In the event
of such an appeal, the action is effective on the date when the appeal is
decided by the Board.
A member
against whom an order of reprimand, suspension or expulsion has been
rendered shall, upon application to the Board within forty-five (45) days
after the action of the Disciplinary Committee, be entitled to appeal to the
Board of the CCA at its next regularly scheduled meeting, under the
following conditions:
·
All rights and privileges of
membership shall be retained during the pendency of the appeal;
·
The notice of appeal shall be
in writing. The appealing member shall be deemed to consent to all Board
members receiving a copy of all applicable evidence received to date, as
deemed appropriate by the Chair of the Disciplinary Committee;
·
The member may appear
personally and by Counsel (at the member's expense) before the Board when it
meets to hear the appeal; and
·
The decision of the
Disciplinary Committee may be affirmed, reduced, or set aside by a majority
of the members of the whole Board. Members of the Board who serve on the
Disciplinary Committee may participate and vote in deliberations of the
Board.
The Board shall
notify CCA members in all instances in which a member is subject to public
discipline. At the same time notification is given to the members, the Board
shall also give notice of the public discipline to all other actuarial
organizations of which the individual is a member and to other
organizations, including governmental entities, which, in the opinion of the
Board, should also receive notice of the action. The Board may also give
notice of public discipline in the manner it may select.
In the case of an
action by the Disciplinary Committee and/or the Board to publicly reprimand,
suspend or expel a member, the notification should take place forty-six (46)
days after the Disciplinary Committee's action or, in the case of an appeal,
as soon as practicable after the Board’s resolution of the appeal.
Except as
otherwise provided in this Section of these Bylaws or by waiver of the
person under investigation, all proceedings under this Section shall be
confidential and kept secret.
Section
4. Expulsion. An individual who has
been expelled from the CCA may be reinstated only through an action of the
Board. In the
event of subsequent reinstatement of an expelled member, the Board shall
give notice of such action to all members and also to entities previously
advised by the Board of the expulsion.
Section 5.
International Agreements.
Notwithstanding the foregoing, the discipline procedures of the CCA are
subject to the provisions of the Cross-Border Discipline Agreement between
the US and Canadian actuarial organizations (and any successor agreement{s})
or any similar agreements between the CCA and other actuarial organizations
located outside the United States, as may be adopted by the Board from time
to time.
Article XI -
General Provisions
Section 1. Fiscal Year.
The fiscal year of the CCA shall be as determined by the Board.
Section 2. Books and Records.
The CCA shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Board, and
Committees, and shall keep a record giving the names and addresses, both
post office and electronic, of all members at the CCA headquarters. Any
voting member shall have the right to examine, in person or by agent, at any
reasonable time or times, the CCA’s books and records of account and
minutes, and to make extracts therefrom, but only for a proper purpose. In
order to exercise this right, a voting member must make a written demand
upon the CCA, stating with particularity the records sought to be examined
and the purpose therefore. If the CCA refuses examination, the voting
member may file suit in the circuit court of the county in which either the
registered agent or principal office of the CCA is located to compel by
mandamus or otherwise such examination as may be proper. If a voting member
seeks to examine books or records of account, the burden of proof is upon
the voting member to establish a proper purpose. If the purpose is to
examine minutes, the burden of proof is upon the CCA to establish that the
voting member does not have a proper purpose.
Section 3. Delivery of Notice.
Any notice required to be given by law, or authorized or approved by the
Articles of Incorporation or these Bylaws, shall be deemed to be delivered
according to the following rules: upon personal delivery; if by mail, when
deposited in the United States mail in a sealed envelope, properly
addressed, with postage prepaid; if by facsimile, when the facsimile is sent
via the facsimile number shown for the member/Director in the records of the
CCA; if electronically, when transmitted to such email address show for the
member/Director in the records of the CCA; and if by overnight mail, when
deposited with the shipping company in a sealed envelope, properly
addressed, with shipping charges prepaid or billed to sender’s account.
Section 4. Waiver of Notice.
A written waiver of any notice required to be given by statute, the Articles
of Incorporation or these Bylaws, signed by the person(s) entitled to such
notice whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance at a meeting shall
constitute a waiver of notice of such meeting, except where a person attends
a meeting for the express purpose of objecting to the holding of the meeting
because proper notice was not given.
Section 5. Use of Funds and Dissolution.
The CCA shall use its funds only to accomplish the objectives and purposes
specified in its Articles of Incorporation and Bylaws, and no part of its
funds shall otherwise inure or be distributed to the members of the CCA.
Upon dissolution of the CCA, any funds remaining after payment of all debts
and liabilities shall be distributed in the manner specified in the Articles
of Incorporation and Bylaws of the CCA.
Section 6. Compliance With I.R.C. Section 501(c)(6).
The CCA shall operate and conduct its activities in accordance with those
permitted a nonprofit association under Internal Revenue Code Section
501(c)(6).
Section 7. Bonding.
The Board may require any officer, Director, employee, or agent of the CCA,
to furnish at the expense of the CCA, a fidelity bond, in such a sum as the
Board shall prescribe.
Section 8. Writing.
Actions required to be “written” or “in writing,” or to have written consent
or written approval of, members, Directors, or committee members shall
include any communication transmitted or received by electronic means or by
any other technology permitted by law and not prohibited in the Articles of
Incorporation or by policy or procedure of the Board. A requirement for a
signature shall be satisfied by any means recognized by law, e.g.,
electronic signature, unless prohibited by policy or procedure of the Board.
Section 9. Executive Director.
The Board shall employ or retain a person or firm to administer, manage and
direct all functions and activities of the CCA. He or she shall have the
title of Executive Director, shall serve as the chief operating officer of
the CCA, shall have authority to executive contracts on behalf of the CCA,
and may act as Secretary of the CCA. The Executive Director shall be
responsible to the President and to the Board, and shall perform such other
duties as the Board may assign from time to time.
Article XII - Indemnification
Every current or past
Director, officer, staff member, employee of the CCA, committee/task force
member, or member of any disciplinary board of the CCA (and his or her
heirs, executors, administrators, and personal representatives) and such
others as specified from time to time by the Board shall be indemnified by
the CCA against all costs and expenses (including but not limited to legal
fees, amounts of judgment paid, and amounts paid in settlement) reasonably
incurred in connection with the defense of any claim, action, suit, or
proceeding, whether civil, criminal, administrative, or other, in which he
or she or they may be involved by virtue of such person being or having been
a Director, officer, staff member, employee of the CCA, committee/task force
member, or member of any disciplinary board of the CCA or in connection with
any appeal therein, provided, however, that in the event of a settlement,
the indemnification herein provided shall apply only when the Board approves
such settlement, and provided further that such indemnity shall not be
operative with respect to any matter as to which such person shall have been
finally adjudged liable in such claim, action, suit, or proceeding on
account of his or her own willful misconduct or malfeasance in the
performance of his or her duties.
The rights accruing to any
person under this Article shall be without prejudice to any rights or
benefits given by the Board inconsistent therewith in special cases and
shall not exclude any other rights or benefits to which he or she may be
lawfully entitled. This section shall be interpreted under current state law
relating to the indemnification of Directors, officers, staff members,
employees, committee/task force members, or members of any disciplinary
board of the CCA, and shall be deemed to be automatically amended to conform
to any changes in the law that may conflict.
Article XIII - Amendments
Section 1.
Any proposed amendment must be approved by a majority of the members of the
Board.
Section 2.
As soon as practicable after approval by the Board, but not less than
thirty-five (35) days prior to the date set by the Board for the return of
ballots, a copy of the proposed amendment shall be sent in writing by the
Secretary to the Fellows and Associates of the CCA.
Section 3.
An amendment shall become effective when approved by at least fifty percent
(50%), plus one, of the Fellows and Associates who express their vote
electronically or otherwise. All Fellows and Associates must be given notice
of the proposed amendment. Notices shall be effective five (5) days after
delivery thereof when sent to the address or email address of each Fellow
and Associate as currently listed in the records of the CCA. Ballots, to be
valid, must be returned to the Secretary on or before the date specified by
the Board and included in the notice, which date shall be not less than
thirty-five (35) days after the date the notice was sent.
Section 4.
Notwithstanding the foregoing, administrative, editorial, and technical
amendments to the Bylaws that do not involve questions of policy or affect
the substantive rights of the CCA’s members may be approved by a majority of
the members of the Board. |
