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Bylaws

BYLAWS

 

 

AMERICAN SOCIETY OF

COST SEGREGATION PROFESSIONALS, INC.

 

A non-profit corporation exempt from US federal income taxes under

the Internal Revenue Code of the United States of America

 

 

 

ARTICLE I.  CORPORATE NAME AND ACRONYM

 

The name of this non-profit corporation is: American Society of Cost Segregation Professionals, Inc., and, when appropriate, it may be designated by its own unique acronym “ASCSP”.

 

 

 

ARTICLE II.  CORPORATE OFFICES

 

Section 1.  Location of Corporate Offices.  The principal office and place of business of ASCSP is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware; however, ASCSP may establish its principal office or offices, or may establish such other offices in other locations, as the Board of Directors may deem necessary.

 

Section 2.  State of Incorporation.  ASCSP is incorporated in the State of Delaware.

 

 

 

ARTICLE III.  MISSION AND PURPOSE

 

Section 1.  Mission.  The mission of ASCSP is:  to develop industry standards for the cost segregation industry through technical certification of individuals, implementation of a code of ethics and public awareness.

 

Section 2.  Purpose and Objectives.  The purposes for which the ASCSP is formed shall be:

 

a).     Develop technical standards for cost segregation professionals

 

b).     Provide a forum for qualified cost segregation consultants

 

c).     Provide a centralized venue for consumers to learn about cost segregation and to validate the credentials of cost segregation consultants

 

d).     Create industry awareness

 

e).     If requested, serve as a liaison between the industry and the IRS

 

 

 

ARTICLE IV.  ADVISORY BOARD

 

Section 1.  Appointment of Advisory Board.  The Board of Directors of ASCSP may appoint an Advisory Board.  This Advisory Board shall have no executive powers and none of its members shall be a current member of the Board of Directors, but shall serve as ex-officio members of the Board of Directors without voting privileges. The Advisory Board will not be established until beginning of ASCSP’s third year of existence and shall include at least 50% membership of ex-Board Members.

 

Section 2.  Duties of the Advisory Board.  By virtue of their experience, personal expertise and or position, the duties of the Advisory Board shall be to advise and assist ASCSP on matters involving public relations, legislation, finances and other such matters deemed necessary by the Board of Directors.

 

 

 

ARTICLE V.  MEMBERSHIP, VOTING RIGHTS AND OTHER RIGHTS AND

                           DUTIES

 

           

Section 1.         Classes of Members.  There are two (2) classes of members: voting and non-voting.

 

Section 2.         Membership Categories.

 

A)      Membership Categories.  The number of categories shall be unlimited as the Board of Directors may determine.  Current membership categories and benefits (other than voting rights, which are specified in Section 4, below) are:

 

Technical/Individual Memberships – Regular Membership Class

 

(1)        Certified Cost Segregation Professional (CSSP):  Any individual shall be eligible to hold membership in ASCSP, so long as, upon application to and acceptance by the Board of Directors, s/he can demonstrate to the Board (in the Board’s discretion) at least a five-year history of cost segregation.   Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided.  Certified members in good standing shall be permitted to certify cost segregation reports performed by qualified ASCSP senior members or members.

 

(2)       Senior Cost Segregation Professional (SCSP): Any individual shall be eligible to hold membership in ASCSP, so long as, upon application to and acceptance by the Board of Directors, s/he can demonstrate to the Board (in the Board’s discretion) at least a two-year history of cost segregation.   Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided. 

 

(3)        Cost Segregation Professional (CSP):  Any individual shall be eligible to hold membership in ASCSP, so long as, upon application to and acceptance by the Board of Directors, s/he can demonstrate to the Board (in the Board’s discretion) at least a two-year history of cost segregation and commitment to sit for and pass the SCSP exam within 3 years. Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided. 


4)         Junior Member:  Any technical individual with one year or less cost segregation experience shall be eligible to hold membership in ASCSP.

 

 

Company Memberships

 

(1)        Associate Member:  Any firm, organization or corporation of the United States of America shall be eligible to hold membership in ASCSP, so long as, upon application to the Board of Directors, it can demonstrate to the Board (in the Board’s discretion) (i) that its objectives are in agreement with those of ASCSP, and (ii) at least a five-year history of performing cost segregation under its current trade name or directly owned and controlled, related entities. Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided. 

 

 

Individual Memberships – Non-Providers

 

 (1)       Affiliate Member:  Any non-profit firm, organization or corporation of the United States of America or governmental agency shall be eligible to hold membership in ASCSP, so long as, upon application to and acceptance by the Board of Directors, it can demonstrate to the Board (in the Board’s discretion) that its objectives are in agreement with those of ASCSP.   Continuation of such membership shall be contingent on fulfilling all requirements for membership as hereinafter provided.  Affiliate Members in good standing shall be permitted to participate in ASCSP conferences, training sessions and may be appointed to sub-committees at the discretion of the Board of Directors.

 

(2)        Life Member.  A Life Member is a person who has been nominated and accepted by the Board of Directors as a Life Member under such rules and regulations as the Board has adopted for this class of membership.

 

(3)        Patron Member.  A Patron Member is a person who has been nominated and accepted by the Board of Directors as a Patron Member under such rules and regulations as the Board has adopted for this class of membership.

 

Section 3.  Applications for Membership.  All applications for Certified Cost Segregation membership are subject to approval by the Board of Directors of ASCSP and must include at least two written references from existing Certified members.

 

 

Section 4.         Voting Rights. 

 

A).        Voting Rights Limited to Certain Classes.  The only membership class carrying voting rights is the Regular membership class and voting is limited to Board Members.  Said Members in good standing shall be entitled through their elected Delegates to cast one(1) vote on every matter submitted to a vote of the Regular Members.

 

B).        Determination of Voting Eligibility.  The Board of Directors shall determine the voting eligibility (if any) of membership classes other than Regular Members.

 

Section 5.         Proxy and Cumulative Voting Prohibited.  Both proxy and cumulative voting are prohibited at all levels, including Board Meetings, Executive Committee Meetings and Membership Meetings.

 

Section 6.         Dues.  Membership dues for each class of members shall be established by the Board of Directors and assessed on an annual basis.  In December of each year, the Treasurer of ASCSP shall send to each Member a bill for dues for the insuring year.  Any Member whose dues are not paid within sixty (60) days of being billed by the Treasurer may have its membership terminated as further set forth herein

 

Section 7.         Voluntary Termination of Membership.  Any member may resign by filing with the Secretary of ASCSP a written resignation.  Dues paid in advance shall not be refunded nor prorated.  Such resignation shall not relieve such resigning member from the obligation to pay dues, fees or special assessments that have accrued to the date of such resignation and remain unpaid.

 

Section 8.         Involuntary Termination of Membership. 

 

A.         Default in Payment of Dues.  Any member in default in payment of dues as provided in Section 6 above may be terminated from membership and all privileges of membership.

 

B.         Suspension, Expulsion or other Action.

 

 (1)  Reasons for Suspension or Expulsion.  A Member of ASCSP may have any or all of its membership privileges suspended for a period of time, or may be expelled with loss of all membership privileges, or any other disciplinary action by a super majority vote of the Board of Directors, for the following reasons:  any cause or conduct which is contrary to or in violation of the Bylaws of ASCSP; for having obtained membership in ASCSP by a material false or misleading statement; or, without limitation, for any conduct disruptive of the orderly operation of ASCSP in pursuit of its goals; for willfully making false statements or misrepresentations about ASCSP or any of its representatives; for otherwise violating its obligation of loyalty to ASCSP and its objectives; violation of ASCSP’s Code of Ethics; or for any other good cause as determined by Supermajority vote by the Board of Directors.

 

 (2)  Emergency Suspension. 

 

(a)  A Member of ASCSP may have any or all membership privileges suspended by a super majority vote of the Executive Committee, provided that there is reasonable information available to the Executive Committee that an emergency situation exists and that failure to take immediate action may be reasonably expected to result in harm to ASCSP or its Members.

 

(b)  No such suspension may last for more than ninety (90) days unless reconsidered and reaffirmed by a super majority vote of the Board of Directors.

 

(c)  The Member subject to an emergency suspension shall be immediately notified in writing of the reasons for the suspension, and shall be given an opportunity to be heard at the first reasonable time available.

 

 (3)  No Obligation of Repayment.  No Member suspended or expelled will be entitled to any refund of dues or contributions already paid.

 

Section 9.  Duties of the Members.  It shall be the duty of the Regular Members through their Delegates to (a) elect the officers and directors of the ASCSP; (b) to vote on and establish the position of the ASCSP on all matters of major policy; and (c) to report to their respective organizations the proceedings of the ASCSP.

 

           

 

ARTICLE VI.  MEETINGS OF MEMBERS AND DELEGATE MATTERS

 

Section 1.  Annual Meetings of Members.  An Annual Meeting of Members shall be held each year at a date, time and place to be determined by the Board of Directors, to receive such reports as the Officers and Directors may give, to receive a report of election of new Directors, and to transact such other business as may properly come before the meeting.  All such meetings shall be open to all Members in good standing.

 

Section 2.         General Meetings.  A General Meeting of the Members shall be held at least once during each quarter of each calendar year at a date, time and place to be determined by the Board of Directors.

 

Section 3.         Special Meetings of Members.  Special Meetings of the Members may be called by the President, by twenty-five percent (25%) of the Board of Directors, or by twenty-five percent (25%) of the Regular Members and any such meetings shall be held at a date, time and place to be determined by the President.

 

Section 4.         Notice of Meetings.

 

A.         Notice to be Mailed.  Notice of the date, time, place and purpose of the Annual Meeting, of each General Meeting and of any Special Meeting shall be mailed to the Members at the address of record with ASCSP at least thirty (30) days prior to such meeting.

 

B.         Mailed Notices Deemed Delivered Five Days After Mailing.  Any mailed notices required or permitted by these Bylaws shall be deemed delivered five days after they are deposited in the United States mail, addressed to each member at his address of record with ASCSP, with postage thereon fully paid.

 

 

Section 5.         Delegates to Member Meetings.

 

 

A.         Officers and Directors are Delegates.  The ASCSP officers and each Director shall be entitled to vote and to all rights of the Delegates at the Annual, General and Special Meeting of the ASCSP.  The presiding officer of the meeting, however, shall not vote at any Member meeting except in case of a tie.  Past Presidents of the ASCSP shall be entitled to vote at all such meetings and to all rights of Delegates at all such meetings.

 

Section 6.         Quorum for Members Meeting. 

 

A.         Quorum.  A majority of the Regular Members (not Delegates) in good standing shall constitute a quorum for the transaction of business at each Member meeting (a quorum refers to the number of members present, not to the number actually voting on a particular question).  In the absence of a quorum, any business transacted is void, and cannot be waived even by unanimous consent.  However the Chair may recess the meeting from time to time pending the presence of a quorum, or may adjourn the meeting for lack of a quorum.  In like manner, a majority of those present may move to recess the meeting from time to time pending the presence of a quorum, or may move to adjourn the meeting without notice for lack of a quorum.

 

B.         Quorum Is Presumed if Absence of Quorum Is Not Noted.  Notwithstanding the above, in a meeting of Members, a quorum is presumed unless the Chair or any member makes a point of order that a quorum is not present.  And, in like manner, once a quorum is established, the continued presence of a quorum is presumed unless the Chair or a member takes note that a quorum is not present.

 

Section 7.  Votes Required.

 

A.  Majority.  A majority of the votes cast at a Member meeting where a quorum is present shall be required to determine any question presented at such membership meeting, unless a greater percentage of votes on a question is required by these Bylaws or by applicable State or Federal laws.

 

B.  Super Majority.  When a super majority vote is specified in these Bylaws, it shall mean a two-thirds majority of those present and voting.

 

 

 

ARTICLE VII.  OFFICERS

 

Section 1.  Officers.  The officers of the ASCSP shall be President, Vice President, Secretary and Treasurer.  In addition, the Board may elect such other Assistant Officers as it may determine to be necessary.

 

Section 2.  Qualifications - Member in Good Standing.  To be eligible to hold office, an Officer must subscribe to the objectives and purposes of ASCSP, and must complete forms or questionnaires regarding no conflicts of interest.

 

Section 3.  Election, Terms of Office and Limitations.

 

A.  Limitation on Terms.  The President shall be limited to two successive two-year terms; however, there shall be no limit to the number of terms to which the other Officers may be elected.

 

B.  Officers Elected Bi-Annually.  The Officers shall be elected bi-annually by the Members at the Annual Meeting of the Members in each even numbered year and shall serve until their successors assume office.

 

C.  Terms Begin.  Each elected Officer shall take office immediately following his election and shall hold office for a period of two years until his successor is elected and assumes office. 

 

D.  Inability of President to Serve.  In case of an inability or refusal of the President to serve, the Vice President may be elected by the Executive Committee, subject to confirmation by the Board of Directors, to perform the duties of the President on an interim basis, under such terms and conditions as the Executive Committee and Board may prescribe.

 

E.  Vacancy in the Office of President.  In the event a vacancy occurs in the office of President, such vacancy shall be filled by the Vice President on an interim appointment made by the Executive Committee, subject to election of a President by the Board of Directors as soon as possible.

 

F.  Vacancy in the Office of Vice President.  In the event a vacancy occurs in the office of Vice President, such office shall be filled by the Treasurer on an interim appointment made by the Executive Committee, subject to election of a Vice President by the Board of Directors as soon as possible.

 

G.  Vacancy in the Office of Secretary or Treasurer.  In the event a vacancy occurs in the office of Secretary or Treasurer, the vacancy may be filled by the Vice President on an interim appointment by the Executive Committee, subject to election of a Secretary or a Treasurer by the Board of Directors as soon as possible.

 

H.  Disqualification of Immediate Past President.  An immediate past President shall not be entitled to hold any elective position within ASCSP for a period of one (1) year following expiration of this term or terms as President.

 

I.  Elected Officers to Receive No Compensation.  Except as might be specifically authorized by the Board of Directors, no elected Officer may receive compensation for his services in such office, but shall be entitled to reimbursement of expenses as authorized by the Board of Directors.

 

J.  Candidate Questionnaire.  All candidates for election as Officers of ASCSP are required to complete questionnaires indicating that they do not have any employment conflicts nor conflicts of interest concerning ASCSP.

 

Section 4.  Suspension or Removal of an Officer.

 

A.  Suspension or Removal.  Any Officer may be suspended or removed from office for cause by a super majority vote of the Board of Directors present at any regular or special meeting of the Board called for that purpose.

 

B.  30 Day Notice Before Vote on Suspension or Removal.  No vote on suspension or removal may be taken unless at least a 30 day notice in writing shall have been given to the Officer of the charges preferred against him, and of the time and place of the meeting of the Board of Directors at which such charges will be considered.

 

C.  Accused Officer May Be Represented by Counsel.  At such meeting, the Officer against whom the charges have been preferred shall be accorded a full hearing, and may be represented by legal counsel.

 

D.  Notice to Directors of Hearing.  Notice of the time, place and purpose of such meeting, with a full copy of the charges preferred, shall be mailed to each member of the Board of Directors at least 30 days in advance of the meeting.

 

 

Section 5.  Duties and Powers of Officers.

 

A.  The President.  The President shall provide leadership and policy guidance and management direction to ASCSP and its members, performing all duties usually incident to the office of President, including supervision of ASCSP’s affairs, and shall perform such other duties as may properly be assigned to him by the Board of Directors or the Executive Committee.  The President shall be subject to the authority of the Board of Directors and the Executive Committee.  More specifically, he shall:

 

(1)  Preside at all meetings of the Members, of the Board of Directors and of the Executive Committee;

 

(2)  Sign official correspondence of ASCSP, and co-sign any necessary corporate documents with any other designated officer authorized by the Board of Directors;

 

(3)  Officially represent ASCSP and speak on its behalf in the public sector;

 

(4)  After conferring with the Executive Committee on creation of new standing or special committees, and regarding his appointment of Chairman and members of such new committees, he shall make such appointments.

 

(5)  Be an ex-officio member of all Committees, with vote, except for the Nominating Committee.

 

(6)  The President shall t be eligible for membership on the Nominating Committee, and shall be involved in the deliberations or decisions of the Nominating Committee with respect to selection or rejection of any prospective candidates for any office that is under the jurisdiction of the Nominating Committee.

 

B.  The Vice President.  Subject to Sections 3.D. and E. above, the Vice President shall be assigned and will perform such duties as the President or Board of Directors shall direct.  The Vice President shall also assume the duties of the President in the latter’s absence.

 

C.  The Secretary.  The Secretary or his Delegate shall:

 

(1)  Prepare agendas for all meetings of the Members, of the Board of Directors and Executive Committee, at the direction of the President or the Executive Committee;

 

(2)  Ensure that notices of any meetings of the members, of the Board of Directors or of the Executive Committee, are distributed in accordance with these Bylaws, or as may be directed by the Board of Directors or Executive Committee, or as required by law;

 

(3)  Keep a permanent record of the minutes of meetings of the members, of the Board of Directors and of the Executive Committee which shall be the official record of all business transacted at these meetings;

 

(4)  To the extent possible, ensure that a list and register of the addresses, telephone and telefax or other electronic numbers of each Officer, Director and member of ASCSP (including the Officers, Delegates and Alternate Delegates of each Member) is maintained on a current basis;

 

(5)  Conduct correspondence of ASCSP (including the Officers, Delegates and Alternate Delegates of each Member) with its members and with others, maintain records of such correspondence;

 

(6)  Be the custodian of all ASCSP records, except for those of the Treasurer;

 

(7)  Perform such other duties as the President, the Board of Directors or the Executive Committee may assign.

 

D.  The Treasurer.  The Treasurer shall:

 

(1)  Have charge of the books of accounts of ASCSP, and assist the firm of Certified Public Accountants selected by the Board of Directors to make an annual audit of the books of account of ASCSP; shall prepare a statement of financial condition as of the close of each fiscal year and for each Member meeting and Board of Directors meeting; and shall furnish a copy of such statements to each member of the Board of Directors;

 

(2)  Coordinate with the Board of Directors in the placement of funds of the corporation in such banks as may be designated by the Board of Directors;

 

(3)  Have custody of all ASCSP funds and keep them in a bank or other financial institution, except for a petty cash fund not to exceed One Hundred Dollars ($100.00) and expenses exceeding this amount shall be paid by check signed by both the Treasurer and such officer or officers as the Board of Directors may designate.

 

(4)  Have such other duties as may be assigned to him from time to time by the President, the Executive Committee or the Board of Directors.

 

(5)  Be adequately bonded for the faithful performance of his fiduciary obligations in an amount sufficient to fully protect both ASCSP and its members unless the same is waived by the Board of Directors.

 

 

 

ARTICLE VIII.  BOARD OF DIRECTORS

 

Section 1.  Board of Directors.  The property, affairs, business and policies of ASCSP are managed by the Board of Directors, which shall consist of the Officers, the immediate Past President and nine (9) Directors elected as hereinafter provided.

 

Section 2.  Duties of Directors.  It shall be the duty of the Board to carry on all business of ASCSP which is not specifically assigned in these Bylaws to the Delegates or a particular officer.

 

Section 3.  Election and Terms of Directors.  All Directors of ASCSP except for the Officers shall be elected by ballot at the Annual Meeting of the Members.  For the first year following the adoption of these Bylaws, all Directors shall serve for a term of one (1) year.  Thereafter directors, shall be elected for three (3) year terms, and shall serve until their successors are elected, and assume the duties of office, except that initially the terms shall be so staggered as to assure an annual election of one-third (1/3) of the nine (9) Directors.

 

Section 4.  Inactive Directors.  If any elected Director of ASCSP fails to attend three (3) meetings of the Board in any fiscal year without giving prior notification to an officer of ASCSP, the Board shall notify that Director that such non-attendance constitutes grounds for removal from the Board.  Following such notice, if the Director fails by or at the next Board Meeting to explain such absences, the Board shall declare the position vacant and the vacancy shall be filled as prescribed in Section 5 below.  However, for good cause shown, this provision may be waived by a majority vote of the Board.

 

Section 5.  Vacancies.  Vacancies occurring on the Board of Directors shall be filled by the Board of Directors.  A Director so elected shall hold office for the unexpired term of his predecessor.  Any Board member may nominate a person to fill a vacancy.  A nomination of a person to fill a vacancy on the Board of Directors after being made shall be tabled until the monthly meeting of the Board after the monthly meeting at which the Nominating Committee makes its report on the nominee’s qualification for the Board position.  At the second monthly meeting of the Board after the monthly meeting at which the nomination was made, the Nominating Committee shall present a report on the nominee’s qualifications for election as a Director.

 

Section 6.  Quorum of Directors.  After due notice has been provided to all members 60% of the members of the Board shall constitute a quorum at Board meetings.  In absence of a quorum, the President or a majority of Board members present may recess the meeting from time to time without notice until a quorum has been obtained, or the President may adjourn the meeting.  However, a quorum may be presumed unless the issue of a lack of a quorum is raised on a point of order.

 

Section 7.  Action by Directors.  When a quorum is present, the vote of a majority of the Directors shall be the act of the Board, unless a greater percentage of votes on any question is required by these Bylaws or by applicable State or Federal law.

 

Section 8.  Meetings of the Board.  Regular monthly meetings of the Board of Directors may be scheduled at any time and place fixed by the Board of Directors and shall, except when the Board determines otherwise be held on the third Wednesday of each month by conference call. at.  Special meetings may be scheduled upon the call of the President, or upon the request of three  (_3_) or more members of the Board.  Special Meetings shall be held at the time and place determined by the President when he calls the special meeting or by the members of the Board of Directors requesting the special meeting. 

 

Section 9.  Notice of Meetings. 

 

A.  Notice by Telephone, Telefax, Email or Mailing.  Notice may be transmitted by telephone, telefax, electronic device, email or mail posted to the address of record for each member, and shall state the place, date and time and purpose of the meeting, and shall also indicate that it is being issued by or at the direction of the Board or by the President.  If the notice is sent by mail, it shall be deemed received five (5) days after the post mark date.

 

B.  Notice Unnecessary if the Meeting is Fixed by the Board.  Meetings of the Board of Directors, regular or special, may be held without notice if the dates, times and places of such meetings are fixed by the Board of Directors.

 

C.  Otherwise, 5 Day Notice is Required.  Otherwise, notice for such meetings shall be given to all Board members at least fifteen (15) days in advance of the date set forth the meeting.

 

D.  Waiver of Notice.  Notice is sufficient as to any Officer or Director who submits a signed Waiver of Notice, whether before, during or after the meeting, or who attends the meeting without protesting the lack of notice.

 

Section 10.  Voting by Mail, Telephone or Telefax.  In the event that it shall be necessary for the Board to carry out the corporation’s business, and it is impractical for the Board to meet, then the President or the Executive Committee may direct the Secretary to poll all Directors by personal contact, email, mail, telephone or telefax on any specific matter or matters being placed before the Board; and the Secretary shall keep a permanent written record of the matters discussed, and of the number of votes cast for or against every matter voted upon. 

 

Section 11.  Recording of Written Ballots.  If a vote is taken by written ballot, the Secretary shall record the specific matters placed before the Board for decision, the result, and shall attached thereto the ballots received.

 

Section 12.  Recording of Oral Votes.  If a vote is taken by ayes and nays at a meeting of the Board, the Secretary shall record in the minutes of the meeting such specific matters as were placed before the Board for decision, and whether such measure was adopted or failed.

 

Section 13.  Proxy Voting and Cumulative Voting are Prohibited. 

 

(a)        Proxy voting and cumulative voting are prohibited at any meeting of the Board of Directors or Executive Committee.

 

(b)        It is the intent of this provision that every member of the Board who is present and voting at a Board or Executive Committee meeting is entitled to one vote only, even though the member qualifies for membership at the meeting in more than one capacity.

 

Section 14.  Minutes of Meetings Recorded.  Minutes of the preceding meeting of the Board of Directors shall be read and approved (as corrected) at each meting of the Board of Directors, unless the reading of the minutes is waived by the members present.

Section 15.  Treasurer’s Report.  At each regular meeting of the Board of Directors, the Treasurer shall make a report of receipts, expenditures and of the financial conditions of the corporation.

 

Section 16.  Duty of Loyalty; Areas of Possible Conflict of Interest; Private Inurement. 

 

A.  Duty of Loyalty.  All members of the Board of Directors owe a duty of loyalty to ASCSP and its purposes, missions, goals and objectives, as defined by these Bylaws.

 

B.  Void or Voidable Contracts by Officers or Directors.  Any contract or transaction between ASCSP and one or more of its Officers or Directors, or between ASCSP and any other corporation, firm, association or entity in which an Officer or Director of ASCSP serves as an official or employee, or otherwise has a financial interest, is void, unless it is the best interests of ASCSP and unless all of the conditions of Delaware General Corporation Law pertaining thereto are met as required by such law.

 

C.  Involved Officer or Director Counted for Quorum.  Involved Officers or Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or the Executive Committee (or any other committee) where such business is considered.

 

D.  Disclosure of Conflicts and Violations.  All candidates for election as Directors of ASCSP are required to complete questionnaires indicating that they do not have any employment conflicts nor conflicts of interest concerning ASCSP, and indicating whether or not they have been convicted of any wildlife offense, or of any felony.

 

E.  Private Inurement Prohibited.  No member of the Board of Directors of ASCSP or of any committee of the Board may utilize his membership on such Board or such committee in such a way as to directly benefit his personal business interests other than the utilization of ASCSP logo on Board members’ websites or respective marketing collateral consistent with guidelines establish for use of same for all members of ASCSP.  This does not prohibit Board members or committee members from responding to requests from other members of the Board or committees or members of ASCSP relating to his personal business, but he shall not utilize ASCSP letterhead or in any other way utilize his position as a member of the Board or such committees to directly pursue or seek business opportunities, within or outside of ASCSP, so long as he remains a member of the Board or such committees.  Every member of the Board or of any such committees of such Board shall be required to sign a certification prior to entering into his position confirming his agreement to comply with the provisions of this section of the Bylaws.

 

Section 17.  Compensation Prohibited.  No Director of ASCSP shall be entitled to receive any compensation for his or her services to ASCSP in such capacity; however, nothing herein shall prevent any Director from serving ASCSP in any other fully-disclosed capacity, and receiving compensation therefor, upon approval of the Board of Directors.

 

Section 18.  Removal of a Director or Officer.  The ASCSP Board of Directors has the power and authority at any time to remove any Director for cause by a super majority vote of the Board, and to declare the office of such Director vacant, provided, however, that the removal under this Section pertains only to removal from office, not from the membership rolls, unless such action by the Board of Directors specifically calls for removal from membership as well as removal from office as a Director.

 

 

 

ARTICLE IX.  EXECUTIVE COMMITTEE.

 

Section 1.  Executive Committee Membership.  The Executive Committee, a creature of the Board of Directors, operates as a managerial but miniature board within the Board of Directors when the full Board is not in session, and consists of the President, the Vice President, the Secretary, the Treasurer and the immediate Past President.

 

Section 2.  Oversight Responsibilities.  The Executive Committee shall exercise oversight responsibility over the activities of all committees of ASCSP.

 

Section 3.  Powers of the Executive Committee; Limitations. 

 

A.  Powers of the Executive Committee.  The Executive Committee shall exercise all the powers of the Board of Directors when the Board is not in session, except the following responsibilities of the Board which are prohibited and may not be exercised by nor be delegated to the Executive Committee.

 

B.  Limitations of the Executive Committee.  The Executive Committee may not:

 

(1)  Repeal or amend the Bylaws, nor adopt new Bylaws;


(2)  Fill vacancies of the Officers or on the Board of Directors;


(3)  Fix the compensation of Officers, Directors or officials of ASCSP;


(4)  Remove a Director or Officer, with or without cause;


(5)  Amend or repeal any resolution of the Board which by its terms shall not be amendable nor repealable;


(6)  Adopted and disseminate a fundamental change of view of basic policy of ASCSP;


(7)  Bypass the Board by approving the submission of matters to the Members, or by submitting any action requiring member approval under an applicable law;


(8)  Purchase, sell or mortgage real property of ASCSP, nor adopt a corporate resolution recommending the sale, exchange or other disposition of all or substantially all the assets of ASCSP;


(9)  Present a petition for judicial dissolution, nor adopt any plans of merger, or consolidation, or for nonjudicial dissolution;


(10)  Authorize indemnification of any Officers, Directors nor members, or employees;


(11)  Formulate such other corporate policy decisions nor perform other corporate activities of such major significance as to warrant action by the full Board of Directors;


(12)  Amend or change the ASCSP annual budget.

 

Section 4.  Meetings of the Executive Committee.

 

A.  Regular Meetings.  Regular meetings of the Executive Committee may be scheduled at any time and place fixed by the Executive Committee itself.  Regular meetings may also be held on the call of the President.

 

B.  Special Meetings.  A special meeting of the Executive Committee shall be called by the President at any time upon request in writing signed by a majority of the Executive Committee, stating the object of the proposed meeting.

 

Section 5.  Quorum.  Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.

 

Section 6.  Notice of Meetings of the Executive Committee.

 

A.  Notice by Telephone, Telefax, Email or Mailing.  Notice may be transmitted by telephone, telefax, email or mail posted to the address of record for each Executive Committee member, and shall state the place, date, time of the meeting and shall also indicate that it is being issued by or at the direction of the Executive Committee or by the President.

 

B.  Notice Unnecessary if the Meeting is Fixed by the Executive Committee.  Meetings of the Executive Committee, regular or special, may be held without notice if the dates, times and places of such meetings are fixed by the Executive Committee.

 

C.  Waiver of Notice.  Notice is sufficient as to any member of the Executive Committee who submits a signed Waiver of Notice, whether before, during or after the meeting, or who attends or participates in the meeting without protesting the lack of notice.

 

Section 7.  Voting by Mail, Email, Telephone or Telefax.  In the event that it shall be necessary for the Executive Committee to carry out its business, and it is impractical for the Executive Committee to meet, then the President may direct the Secretary to poll all Executive Committee members by personal contact, email, mail, telephone or telefax on any specific matter or matters being placed before the Executive Committee; and the Secretary shall keep a permanent written record of the matters discussed and the numbers of votes cast for or against every matter voted upon.

 

 

 

ARTICLE X.  EXECUTIVE DIRECTOR

 

Section 1.  Executive Director.

 

A.  Terms of Employment.  The Board of Directors shall, in its sole discretion, employ an Executive Director at such rate of compensation as it shall determine necessary.  The contract of employment shall be in writing, shall embody all of the terms and conditions of employment, and shall be approved by the Executive Committee and ratified by the Board of Directors.

 

B.  Ex Officio Member on Board and Executive Committee.  The Executive Director shall serve as an ex officio member of the Board of Directors and the Executive Committee, without vote; however, he is not authorized to be present in any executive session without specific approval of the body.

 

C.  Operations Manager of Staff.  The Executive Director shall provide overall managerial direction and leadership to the staff of ASCSP and shall be responsible for the day-to-day administrative operations of the corporation.

 

D.  Accountable to President, Executive Committee and Board.  The Executive Director shall be accountable and report to the President, the Executive Committee and the Board of Directors, and shall assume such responsibilities and perform such duties as may be assigned by the President, the Executive Committee or the Board of Directors (but not by individual members of such bodies). 

 

 

 

ARTICLE XI.  STANDING AND SPECIAL COMMITTEES OF ASCSP.

 

Section 1.  Responsibilities of Committees.  The President or the Board of Directors shall assign responsibilities to the committees that relate to the administration, conduct, regulation, or oversight of particular activities or special areas or endeavors of ASCSP; except that no corporate authority may be delegated to any committee unless all members of such committee are members of the Board of Directors of ASCSP, and unless such committee has been delegated such authority by a resolution adopted by the Board of Directors.

 

Section 2.  Committee Members Appointed by the President. 

 

A.  Appointment.  The President may appoint the members of, and the Chairman and Vice Chairman of, such Standing or Special Committees as may be established, or as may be established by him and such Committee Members shall serve at his pleasure or until their successors have been appointed and assume the duties of office.  The membership of such committees shall not be restricted to officers, directors,  Delegates and Alternate Delegates.

 

B.  Right of Committee Chairmen to Review Committee Appointments and Removals.  Committee Chairmen shall have the right to consult with the President concerning appointment of members to their respective Committees, and to approve appointments to or removals from the Committee made by the President.

 

Section 3.  Committees Advisory to Board and Executive Committee.  All of the ASCSP committees shall be advisory to the Board of Directors and to the Executive Committee.

 

Section 4.  Staff Liaison Assigned to Committees.  Each Committee shall have such staff liaison as may be appointed by the Executive Director.

 

Section 5.  Limitations on Powers of Committees.  No standing or special committee of ASCSP shall exercise any powers prohibited to the Executive Committee, nor delegated to other committees unless directed by the Board of Directors, the Executive Committee, or these Bylaws.  The Committee Chairmen, through their respective staff liaisons, are authorized to schedule committee meetings, and shall issue the official notice, stating the date, time, place and purpose of such meeting.

 

Section 6.  Standing Committees of ASCSP. 

 

A.  The Standing Committees are as follows:

 

(1)  Nominating/Membership

(2)  Technical Standards

(3)  Ethics and Business Practices

 

B.  Annual Reports of Committees.  At least once each year, each committee shall submit an oral or a written report to the Board of Directors at a regular meeting of the Board, or at such other time as may be requested by the President.  Each committee may make other oral or written reports or recommendations to the Board or Executive Committee at any time as it deems necessary.

 

C.  Nominating Committee.  No later than the third regular meeting of the Board of Directors following the Annual Meeting, the President shall appoint a Nominating Committee responsible for nomination of the Officers and Directors eligible for election.

(1)  Composition of the Nominating Committee.  The Nominating Committee shall be composed of at least three members of the Board of Directors and one Officer, not the President.

 

(2)  Nomination as an Officer on the Executive Committee. 

 

(a)  Nominating Committee Report.  Prior to the appropriate Annual meeting the Nominating Committee shall nominate at least one nominees for each of the following offices:  the office of President, the office of Vice President, the offices of the Secretary and Treasurer.  In like manner, each year the Nominating Committee shall nominate at least one candidate for all positions of Director for directorship requiring election in such year.

 

(b)  Notice of Nominating Committee Report.  The annual report of the Nominating Committee shall be provided to all members of the Board of Directors at the last regular meeting of the Board of Directors prior to the Annual Meeting and shall be presented to the Members at the Annual Meeting.  Every nominated candidate, if he desires, shall have the opportunity to briefly address the members at the Annual Meeting.

 

(c)  Nominations by Petition.  Anyone desiring to be nominated to any of the offices listed in (2)(a) above, or who desires to nominate another person for any one of such offices, may do so by a Petition in writing signed by not less than 10 Delegates or 10 members of the Board of Directors, and filed with the Secretary not less than 30 days prior to the Annual Meeting.  If such Petition is mailed, the date of the post mark shall establish the time of filing the Petition.

 

(d)  Nominations from the Floor.  Once the floor is opened by the Chair for nominations, any nominations shall be in order for Officers and Directors and any nominee not elected to a higher position sought as an Officer may thereafter be nominated from the floor for any other available office.

 

(e)  Procedural Rules.  After the Chair opens the floor for nominations, a member or a director need not be recognized by the Chair in order to make a nomination and no second is required for a nomination, but sometimes one or more members may wish to second a nomination to indicate endorsement.

 

(f)  Motion to Close Nominations.  A motion to close nominations is out of order if any Delegate is seeking the floor to make a nomination.  When there is no further response to an inquiry from the Chair for nominations, the Chair will declare th