SPA - By Laws
Article I - Name, Seal and Office
1.1 Name
The Board (as hereinafter defined) of the Society of Professional Assessors (the “Society”) may change the name of the Society from time to time.
1.2 Seal
The corporate seal of the Society is, and until otherwise ordered by the Board of Directors of the Society (herein the "Board of Directors" or the "Board") shall consist of, a flat-faced circular die with the words “Society of Professional Assessors” together with the date of incorporation cut or engraved thereon. The Board may change the form of the seal of the Society or the inscription thereon at its pleasure from time to time.
1.3 Offices
The place of the offices of the Society, within and without the State of New Jersey, shall be determined from time to time by the Board for the convenience of its Directors and officers and where meetings of the Directors (as hereinafter defined) and officers may be held.
Article II - Membership
2.1 Membership Categories
There shall be five categories of Members (as hereinafter defined) of the Society.
2.1.1 Associate |
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2.1.2 Professional |
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2.1.3 Inactive Membership ("S.P.A.E") |
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| 2.1.4 Corporate |
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2.1.5 Affiliate |
2.2 Credentials
Application for membership shall be subject to the approval of the Board. The application process shall be established by the Board.
2.3 Suspension
The membership of any Member in any one of the classes of membership may be permanently, temporarily or indefinitely suspended by the Board whenever the Board rules that such suspension will serve the best interests of the Society.
2.4 Membership Dues
Annual membership dues, as may be established by the Board, are payable in advance. The Board shall be entitled to suspend any Member delinquent in the payment of dues for a period of six (6) months, and notice of such suspension shall be given by mail by the Secretary. Whenever a suspension for dues delinquency becomes effective, the suspended Member may not be re-admitted to any membership class except upon formal application to and approval of the Board.
2.5 Meetings
All meetings of Members of the Society shall be held at such place, either within or without the United States, as may be designated from time to time by the Board.
2.6 Annual Meeting
Notice of time and place of the annual meeting of Members of the Society shall be given by the Secretary of the Society not less than ten (10) nor more than sixty (60) days prior to such meeting.
2.7 Special Meetings
Special meetings of the Members shall be held at the call of the President or upon written request of five (5) Directors (as hereinafter defined) of the Board. The call of the President or the request of five (5) Directors of the Board shall list the subjects to be considered at the special meeting, and no other matters shall be considered at such meeting without unanimous consent of all Members, present or absent.
2.8 Quorum
A majority of the Members of the Society, excluding Affiliate Members, shall constitute a quorum.
2.9 Voting at Meetings
At all membership meetings of the Society, all classes of Members may participate. Associate Members and Professional Members shall be entitled to vote on the adoption of any resolution presented at the meeting.
2.10 Action by the Members
Subject to the limitations of the statutes of the State of New Jersey, the Certificate of Incorporation of the Society (the “Certificate of Incorporation”) and these By-Laws, any action within the power of the Members of the Society may be taken at any annual or special meeting of the Members, without special notice thereof, by a majority vote of the Members present or represented at such meeting at which at which a quorum is present.
2.11 External Meetings and Events
The Society shall sponsor state, provincial, regional, national or international in-service training institutes, schools and conferences under such terms and conditions as the Board shall prescribe.
Article III - Chapters
3.1 Chapters
State, provincial or local chapters of the Society may be organized under such regulations as the Board may provide.
Article IV - Chapters
4.1 Board of Directors
The governing body of the Society shall be the Board. It shall have power to pass any motion or resolution it may deem necessary to accomplish the objectives of the Society not in conflict with any provision of the constitution, these By-Laws, or any applicable law.
4.2 Number of Directors
The Board shall consist of the President, Vice-President, Immediate Past President, Executive Director, Secretary and Treasurer and not less than three (3) nor more than fifteen (15) elected Members at large (collectively, the “Directors” and each a “Director”). Notwithstanding the foregoing, if at any time the Board deems it desirable that the number of Directors of the Board be increased, an additional Director or Directors of the Board may appointed by the Board to serve until the next annual meeting of the Members of the Society and until their successor(s) are elected and qualified.
4.3 Election
The Directors shall be elected by a majority vote of the Members at each annual membership meeting and shall hold office for one year or until the successors of such Directors shall have been elected and qualified, except that vacancies in the Board, including vacancies arising from an increase in the number of Directors may be filled in such manner as these By-Laws may provide.
4.4 Vacancy
In case of any vacancy in the Board by death, resignation or otherwise, the remaining Directors of the Board, even if less than quorum, shall have the power to fill such vacancy for the unexpired portion of the term of such Director.
4.5 Removal or Suspension
Directors of the Board may be removed or suspended at any time for cause, including the failure to attend three successive regular and special Board meetings, or because such Director is unable to perform the duties of Director upon the affirmative determination of two-thirds (2/3) of the Members of the Society, excluding Affiliate Members, at any regular or special meeting of the Members of the Society called for that purpose, that such Director has become unable to perform the duties of Director or that cause for his or her removal or suspension exists. Any such determination shall be recorded by instrument in writing, signed by the Members, and delivered to the Secretary of the Society. No act of the Board during the period when any Director has been removed or suspended shall be impugned or invalidated if the removal or suspension is thereafter rescinded or invalidated.
4.6 Resignation
Any Director may resign at any time by giving written notice of such resignation to the Board. Any such resignation shall be effective upon receipt thereof by the Board or at such subsequent time as shall be specified in the notice of resignation and accepted by the Board.
4.7 Place of Meetings
Meetings of the Board shall be held at such place within or without the State of New Jersey as may be designated by the Board from time to time.
4.8 Notice of Regular Meetings
Other than with respect to special meetings of the Board, all regular and annual meetings of the Board may be held without special advance notice to the Directors and any business within the power of the Board to act on behalf of the Society may be considered and acted upon at such meeting. In addition to the annual meeting, the Board shall have regular meetings, the frequency of which shall be consistent with the needs of the Society as determined by resolution of the Board from time to time.
4.9 Annual Meeting
The annual meeting of the Board for the election of officers and for the transaction of such other business as may properly come before the meeting shall be held at such time and date as established from time to time by the Board.
4.10 Special Meetings
Special meetings of the Board shall be called by the Secretary of the Board upon the oral request of the Chairman or President or upon the written request of any two (2) Directors of the Board.
4.11 Notice of Special Meetings
Notice of all special meetings of the Board shall be transmitted at least forty-eight (48) hours in advance of the meeting. Notice of special meetings of the Board shall specify the time, date, and place of such meeting and the business to be transacted at the meeting and, unless all Directors are present and consent to or acquiesce in the consideration and action upon other business, the only business that may be transacted at such meeting is the business specified in such notice.
4.12 Quorum
At all meetings of the Board, one-third (1/3) of the Directors, but not less than three (3) Directors then in office, shall constitute a quorum. Action may be taken and motions and resolutions adopted by a majority vote of those present at any duly convened regular or special meeting. A motion to adjourn the meeting may be adopted by the affirmative vote of a majority of Directors present, whether or not a quorum is present. Any vote which is required by these By-Laws or by law to be approved by a majority of the entire Board shall be approved by a majority of all Directors then in office.
4.13 Voting
At every meeting of the Board, or a committee thereof, each Director or member of a committee, as the case may be, shall be entitled to one vote. No Director or member of a committee, as the case may be, may vote by proxy.
4.14 Action of the Board
Subject to the laws of the State of New Jersey, the Certificate of Incorporation and these By-Laws, any action within the power of the Board without special notice thereof may be taken in any duly convened meeting of the Board.
4.15 Committees
The Board may appoint by resolution adopted by a majority of the entire Board from among the Directors, an admission committee and such other committees as it may deem proper in the administration of the affairs of the Society, each such committee to consist of at least two (2) of the Directors. Such committees shall have and may exercise all of the authority of the Board but only to the extent delegated by the Board to each such committee, and may delegate to officers of the Society such powers and authority as the Board may prescribe. The Board also may receive reports from committees designated to make investigation and to report to the Society.
4.16 Nominating Committee
The Nominating Committee shall be composed of a Chairman and not less than two (2) other Members. In addition to the Chairman, the additional Members shall be appointed by the President, at least two (2) of whom, if available, shall be Past Presidents. Provided, unless and until additional Past Presidents are available, the President shall appoint Professional Members in good standing to complete the committee.
4.17 Nominations
At each annual meeting of the membership, the Nominating Committee shall present its nominations for officers and Directors, subject to the restriction stated in Section 4.2. Additional nominations may be made and seconded from the floor by any Professional Member in good standing.
4.18 Elections
The manner of holding elections, including forms to be used, methods of voting, counting of ballots, and rules of procedure pertaining thereto, shall be as prescribed by the Board, provided that a secret ballot shall always be conducted in any contested election.
Article V - Officers
5.1 Additional Officers
The Board may elect from time to time such Assistant Treasurers, Assistant Controllers, Assistant Secretaries and such other officers or agents, including an Executive Director, of the Society as it may deem necessary or advisable for the conduct of the Society’s affairs who shall perform such duties as may be designated or assigned to them by the Board, so far as is consistent with the laws of the State of New Jersey, the Certificate of Incorporation and these By-Laws.
5.2 Removal
All officers and agents of the Society chosen, elected or appointed by the Board shall be subject to removal by the Board at any time, with or without cause, and, in the case of the absence of any officer or agent of the Society, or for any other reason that may seem sufficient to the Board, the Board may, without removal, delegate the powers and duties of such office to any other officer, agent or other suitable person for such period as the Board shall deem necessary or appropriate.
5.3 Resignation
Whenever a Professional Member holding any elective or appointive position in the Society shall withdraw from or otherwise terminate his service in the public position which made him eligible to be a Member, the office or position he held in the Society shall become vacant one (1) year thereafter, unless during said period, he acquired a new position which in the judgment of the Board re-qualifies such person as a Professional Member.
5.4 President
The President shall be the Chairman of the Board and preside at all membership meetings held for the purpose of transacting Society business. The President shall appoint all committees, except as herein otherwise provided either on his own initiative or at the recommendation or request of the Board and perform such other duties as may from time to time be assigned to the President by the Board. The President shall serve ex officio on all committees.
5.5 Vice-President
The Vice-President shall exercise all the powers and duties of the President during his absence or inability to act and shall perform such other duties as may be assigned to the Vice President by the Board.
5.6 Treasurer
The Treasurer, when required to act, shall be the chief financial agent of the Society and shall exercise such authority, perform such duties, and be subject to such regulations as may be prescribed by the Board. The Treasurer shall have custody of all funds, securities, and legal instruments of the Society and shall be responsible for their safekeeping. To this end, the Treasurer may, subject to the approval of the Board, determine the place and manner of depositing and safekeeping of such funds, securities and legal instruments.
5.7 Executive Director
The Executive Director shall be responsible for the general administration of the affairs of the Society, subject to the provisions of this constitution and such regulations as may be adopted by the Board. When required, the Executive Director shall annually prepare a budget for the Society, and upon its approval by the Board shall have authority to spend the sum appropriated. When required, the Executive Director shall be responsible for any moneys of the Society coming into the Executive Director’s possession; for the keeping of the accounting records; and the preparation of financial statements in such form and in accordance with such procedure as may be required by the Board. The Executive Director may appoint and discharge any employees or subordinates, prescribe their duties, and fix their compensation within the limits provided in the approved budget and may enter into such agreements on behalf of the Society as will permit the Executive Director to perform the duties entrusted to him.
5.8 Secretary
When required to act as Secretary of the Society, the Secretary shall give notice and keep minutes of all meetings, have custody of records of the Society and its seal, and attest all necessary instruments.
Article VI - Participation in Meetings By Other Means of Communications
6.1 Alternate Means of Communication
Any or all Members of the Society, Directors or members of any committee of the Board may participate in a meeting by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other. The Secretary or the person designated to act as the secretary of the meeting shall state in the minutes of the meeting the means of communication employed and the names of participating Directors and Members and whether each stated the ability to hear all others participating in the meeting.
Article VII - Action by Consent/Rules
7.1 Written Consent
Any action required or permitted to be taken at any meeting of the Members of the Society, the Board or any committee thereof may be taken without a meeting if, prior to or after such action, a written consent thereto is signed by all such Members, Directors or members of such committee, as the case may be. Consent may be given in writing or facsimile or via electronic mail provided that such electronic consent is sent from the consenting person’s e-mail address that is on file with the Board.
7.2 Filing of Consent
All such written consents shall be filed with the minutes of the proceedings of the Members, Board or committee thereof, as the case may be.
7.3 Rules
The Board may adopt, amend or repeal rules (not inconsistent with applicable law, the Certificate of Incorporation, or these By-Laws) for the management of the internal affairs of the Society and the governance of the officers, agents, members of committees and employees of the Society.
Article VIII - Conflict of Interest Policy
8.1
To ensure adherence by the Members of the Society, Directors and staff of the Society to the highest ethical standards in all matters affecting the Society’s administration and operations, the Board may adopt from time to time a conflict of interest policy. This policy shall be designed to identify conflicts of interest and shall require full disclosure by the individual involved of any conflict or potential conflict of interest.
Article IX - Indemnification and Insurance
9.1 Right to Indemnification
To the fullest extent from time to time permitted by law, and as more fully set forth in the By-Laws, a Director or officer of the Society shall not be personally liable to the Society for damages for breach of any duty owed to the Society, except that this provision shall not relieve a Director or officer from liability from any breach of duty based upon an act or omission (i) in breach of such person’s duty of loyalty to the Society; (ii) not in good faith or involving a knowing violation of law; or (iii) resulting in receipt by such person of an improper personal benefit.
Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding as a witness or otherwise (hereinafter a “proceeding”), whether civil, criminal, administrative, arbitrative or investigative, including, without limitation, an action or suit by or in the right of the Society, by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a Director or officer of the Society or is or was serving at the request of the Society as a Director or officer of another corporation or of a partnership, joint venture, sole proprietorship, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in official capacity as Director or officer, or in any other capacity, shall be indemnified and held harmless by the Society to the fullest extent and manner authorized or permitted by the laws of the State of New Jersey, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Society to provide broader indemnification rights than said law permitted the Society to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors, administrators and assigns; provided, however, that, except as provided in Section 9.4 hereof, the Society shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Society. The right to indemnification conferred in this Article VIII shall be a contract right and each person to whom this right to indemnification applies shall be a third party beneficiary of such right and shall be entitled to enforce against the Society all indemnification and other rights granted to such person by this Article. Such right shall include the right to be paid by the Society the expenses incurred in any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses incurred by a Director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Society of an undertaking, by or on behalf of such Director or officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or officer is not entitled to be indemnified under this Article VIII or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees, agents or fiduciaries of the Society or to any person who is or was serving at the request of the Society as an employee, agent or fiduciary of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to any employee benefit plan, with the same or lesser scope and effect as set forth herein and in the other Sections of this Article IX. If and to the extent that the laws of the State of New Jersey require that indemnification be provided in a given instance only if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful, then termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal proceeding, that he or she had reasonable cause to believe that his or her conduct was unlawful.
9.2 Denial of Right to Indemnification
Indemnification under Section 9.1 of this Article IX shall be made by the Society unless a determination is reasonably and promptly made that indemnification of a Director or officer is not proper in the circumstances because of grounds for denying indemnification under this Article VIII or under applicable law, including that a judgment or other final adjudication adverse to the Director or officer has established that his or her acts or failures to act (a) were in breach of his or her duty of loyalty to the Society, (b) were not in good faith or involved a knowing violation of law, or (c) resulted in receipt by the Director or officer of an improper personal benefit. Such determination may be made only (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such proceeding (“Disinterested Directors”), or (ii) if such quorum is not obtainable, or even if obtainable, if a quorum of Disinterested Directors so directs, by independent legal counsel in a written opinion. Failure to make a reasonable and prompt determination that indemnification or advancement of expenses is not proper shall constitute authorization of the Board of Directors of the Society of indemnification or advancement of expenses.
9.3 Expenses in Successful Defense
Notwithstanding any other provisions of this Article IX, to the extent that a Director or officer of the Society has been successful on the merits or otherwise in any proceeding referred to in Section 9.1 of this Article IX or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
9.4 Right of Claimant to Bring Suit
If a claim under Section 9.1 of this Article IX is not paid in full by the Society within thirty (30) days after a written claim has been received by the Society, the claimant may at any time thereafter apply to a court for an award of indemnification against the Society to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Society) that the claimant has not met the standards of conduct which make it permissible under the laws of the State of New Jersey for the Society to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Society. Neither the failure of the Society (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standards of conduct set forth in the laws of the State of New Jersey, nor an actual determination by the Society (including its Board of Directors or independent legal counsel) that the claimant has not met such applicable standards of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standards of conduct.
9.5 Non-Exclusivity of Rights
The rights to indemnification and the payment of expenses incurred in a proceeding in advance of its final disposition conferred in this Article IX shall not be exclusive of any right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of Disinterested Directors or otherwise.
9.6 Insurance
The Society may maintain insurance, at its expense, to protect itself and any Director, officer, employee, agent or fiduciary of the Society or another corporation, or of a partnership, joint venture, trust or other enterprise against expense, liability or loss under the laws of the State of New Jersey. The Society may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the Society, whether or not such insurer does business with other insureds.
9.7 Not in Restriction of Other Privilege
The indemnification and advancement of expenses provided herein shall be in addition to, and not in restriction or limitation of, any other privilege or power which the Society may have with respect to the indemnification or reimbursement of agents; provided that no indemnification shall be made to or on behalf of an agent if a judgment or other final adjudication adverse to the agent established that the agent’s acts or omissions (1) were in breach of the agent’s duty of loyalty to the Society, (2) were not in good faith or involved a knowing violation of the law or (3) resulted in receipt by such agent of an improper personal benefit.
9.8 Appearance as Witness
This Article IX does not limit the power of the corporation to pay or reimburse expenses incurred by an agent in connection with the agent’s appearance as a witness in a proceeding at the time when the agent has not been made a party to the proceeding.
9.9 Interpretation
For purposes of this Article:
(a) References to “the Society,” upon written resolution of the Society’s Board of Directorsshall include, in addition to the Society, any constituent corporation (any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors or officers, so that any person who is or was a Director or officer of such constituent corporation, or is or was serving at the request of such constituent corporation as a Director or officer of another corporation, shall after such written resolution for purposes of this Article VIII be deemed to hold the same position in the Society as he or she held in such constituent corporation. |
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(b) A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Society” as referred to in this Article IX. |
9.10 Amendment or Repeal
This Article IX may hereafter be amended or repealed; provided, however, that no amendment or repeal shall reduce, terminate or otherwise adversely affect the right of a person who is or was a Director or officer to obtain indemnification or advancement of expenses with respect to a proceeding that pertains to or arises out of actions or omissions that occur prior to the effective date of such amendment or repeal, which date cannot be retroactive.
Article X - Meetings
10.1 Prohibited Distributions
No Director, officer, Member, employee or member of a committee of, or person connected with, the Society, or any other private individual, or any organization created or operated for profit shall receive at any time any of the net earnings or pecuniary profit from the operations of the Society. Notwithstanding the foregoing, nothing contained in this paragraph shall prevent the payment to any such person or entity of such reasonable compensation for services rendered to or for the Society in effecting any of its purposes as shall be fixed by the Board of Directors in their discretion.
10.2 Dissolution
In the event of the liquidation, dissolution or winding up of the Society (whether voluntary, involuntary or by operation of law), the Society’s property or assets shall not be conveyed or distributed to any Director, officer, Member, employee or member of a committee of, or person connected with, the Society, or any other private individual, nor to any organization created or operated for profit; but, after deducting all necessary expenses of liquidation, dissolution or winding up, as the case may be, all the remaining property and assets of the Society shall be distributed in such amounts as the Board of Directors shall in its discretion determine, or as may be determined by a court of competent jurisdiction upon application of the Board of Directors for such purposes, exclusively to such other organizations as shall then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or to the United States or one or more state or local governments for a public purpose.
Article XI - Investments
11.1 Investments
The Society shall have the right to retain all or any part of the securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a Director is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the Society if such action is a prohibited transaction or would result in the denial of tax exemption under the provisions of Section 503 or Section 507 of the Code.
Article XII - Force and Effect of By-Laws
12.1
These By-Laws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation, as they may be amended or superseded from time to time. If any provision of these By-Laws is inconsistent with a provision of the Act or the Certificate of Incorporation, first, the provisions of the Act and, then, the Certificate of Incorporation, if applicable, shall govern to the extent of such inconsistency.
Article XIII - Interim Action
13.1
This constitution and these By-Laws may be amended only by a majority vote of the Professional Members present and voting at the annual meeting of the membership, provided that notice in writing of any proposed amendment shall have been sent to all Professional Members not less than thirty (30) days prior to such meeting.
13.2
Amendments may be proposed either by petition signed by at least ten (10) Professional Members or by resolution by the Board.
Article XIV - Interim Action
14.1
When circumstances arise winch require interim action by this Society necessitating approval by the Board or the membership, notice of such proposals shall be mailed to persons entitled to vote thereon. A majority affirmative vote, in writing within a prescribed time, of those entitled to vote shall validate such action.