ACA BYLAWS (as revised and approved February 2016)
ARTICLE I: OFFICES and INCORPORATION
Given that ACA is primarily a virtual organization, the organization’s incorporation status shall be moved from the realworld incorporation status in Iowa to an online legal service and will be incorporated in a state in which the online legal service has representatives. The principal virtual location of the Corporation shall be located at http://www.americancomm.org. The Corporation may also have such offices at such other places within or outside of the State as the Board of Directors may from time to time determine.
ARTICLE II: MEMBERS
1. Eligibility and Qualifications for, and Admission to, Membership
a. The persons signing the original Certificate of Incorporation (in Iowa) as Incorporators shall be listed as the first members of the Corporation, unless they shall have resigned as such members or unless membership shall otherwise have been terminated. Thereafter, the eligibility and qualifications for membership, and the manner of an admission into membership, shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the ByLaws of the Corporation and made available at the principal virtual location, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership.
b. The right of interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion, dissolution or liquidation of the Corporation.
2. Member Meetings
a. Annual Discussion of Members of the Corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of the Corporation. The first Annual Discussion shall be held on a date within twelve months after the formation of the Corporation. Each successive Annual Discussion shall be held on a date not more than twelve months following the preceding Annual Discussion. Special Discussions of members may be held on such date or dates as may be fixed by the Board of Directors of theCorporation from time to time and by the members on such date or dates as shall be permitted by law.
b. Any Annual or Special Discussion of Members may be held at an url as the Board of Directors of the Corporation may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event members are entitled to call or convene a Special Discussion in accordance with law, then, in such event, such meeting shall be held at the principal virtual office of the Corporation.
c. Annual or Special Discussions of Members may be called by the Board of Directors or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a Special Discussion, and shall be called by the Secretary on behalf of the members, when required to do so by law.
d. Written notice stating the place, day and hour of Special Discussions shall be given for all Special Discussions. Such notice shall state the person or persons calling the Special Discussion. Notice for an Annual Discussion shall state that the Annual Discussion is being called for the acclamation of directors and for the transaction of such other business as may properly come before the Annual Discussion. Notices of Special Discussion shall state the purpose or purposes for which the Special Discussion is called. At any Special Discussion, only the business stated in the Notice of Special Discussion may be transacted thereat. Notice of Special Discussion shall be given by electronic mail not less than 7 days nor more than 15 days before the date of the Special Discussion to each member at his address recorded on the records of the Corporation. Notice shall be deemed to have been given when posted to the primary ACA online discussion. Any Special Discussion of members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given during the discussion so adjourned. In the event the Board of Directors fixes a new record date for an adjourned Special Discussion, a new notice shall be given in the same manner as herein provided. The attendance of a member at the Special Discussion without protesting the lack of notice of a Special Discussion, shall constitute a waiver of notice by such member. Any notice of Special Discussion to members relating to the election of directors shall set forth any amendments to the ByLaws of the Corporation adopted by the Board of Directors, together with a concise statement of the changes made.
e. At every Annual or Special Discussion of members, participants are defined as decisionmakers. Any member choosing not to participate in the Special Discussion waives their right to be part of the procedure.
3. At each Annual Discussion of Members, the Board of Directors shall present an Annual Report. Such report shall be posted at the principal virtual location of the organization, filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Discussion of Members.
4. Special Discussions
a. Special Discussions of the members shall be chaired by the member who has called the Special Discussion. If this person is not available, the discussion will be facilitated by the President, or if not available, the VicePresident or, if neither is present in the Discussion, by a Chair to be chosen by the members in attendance. The Secretary or an Assistant Secretary of the Corporation shall act as Secretary of every Annual or Special Discussion. When neither the Secretary nor an Assistant Secretary is available, the Chair may appoint a Secretary of the discussion.
b. The order of business at all annual or special discussions of members shall be as follows:
■ Report of the minutes of the preceding special or annual discussion.
■ Report of standing committees.
■ Officers’ reports.
■ Old business.
■ New business.
5. Every member may authorize another person to act for him by proxy in all matters in which a member may participate, including waiving notice of any discussion, voting or participating in a discussion, or expressing consent or dissent without a discussion. Every proxy shall be formally introduced to the discussion by the member prior to any participation by the person designated to act for him by proxy, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from its date.
6. The directors may, but need not, appoint one or more inspectors to act in any discussion or any adjournment thereof. If inspectors are not appointed, the chair of the discussion may, but need not, appoint inspectors. Each appointed inspector shall post an oath faithfully to execute the duties of inspector with strict impartiality and to the best of his or her ability. The inspectors shall determine the number of memberships outstanding, the eligibility for participation of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall determine the positions of the discussants and do such acts as are proper for generating a simple majority among all participants. The inspectors shall make a report in writing of all matters determined by them with respect to such a meeting.
7. Except as provided by law, the members participating in the discussion shall constitute a quorum for the transaction of any business. The members present may adjourn a discussion despite the absence of a quorum. Each membership shall entitle the holder thereof to one voice. In the acclamation of directors, a simple majority of the members participating shall appoint. Except to the extent provided by law, all other action shall be by a simple majority of the members participating. Whenever a simple majority of members is required or permitted, such action may be taken without a Special Discussion on the written consent setting forth the action taken signed by all the members entitled to participate. Members who participate, but do not expressly vote in assent or dissent to proposals, will be considered to have silently approved such proposals.
8. The Board of Directors of the Corporation shall fix a record date for the purpose of determining members entitled to notice of, to participate, to express consent or dissent from any proposal without a Special Discussion, to determine members entitled to receive distributions or allotments of rights, or for any other purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such discussion or consent or the date on which any distribution or allotment of rights, as the case may be, is to be made. In the event no record date is fixed, the record date for the determination of members entitled to participate in a discussion of members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the discussion is held. The record date for determining members for any purpose other than that specified in the preceding sentence shall be the close of business on the day on which the resolution of directors relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any discussion, unless a new record date is fixed by the Board of Directors for such adjourned discussion.
9. The Board of Directors may cause to be issued certificates, card or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be nontransferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signature or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof.
10. In the event any capital contribution shall be made or accepted pursuant to authorization conferred by the Certificate of Incorporation of the Corporation, each certificate evidencing such capital contribution shall conform to the law of the State of Incorporation.
ARTICLE III: BOARD OF DIRECTORS
1. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and shall be a member of the Corporation during his or her directorship. The initial Board of Directors shall consist of three persons. Thereafter, the number of directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the members or the Directors. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require a simple majority of the entire Board of Directors. Nonvoting board members will be considered to have silently affirmed any proposal. No decrease shall shorten the term of any director then in office.
2. The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the first Annual Discussion of Members, and until their successors have been duly acclaimed and qualified. Thereafter, at each Annual Discussion of Members, the membership shall acclaim directors to hold office until the next Annual Discussion. Each director shall hold office until the expiration of the term for which he or she was elected, and until his or her successor has been duly acclaimed and qualified, or until his or her prior resignation or removal as hereinafter provided.
3. Board Member Departure
a. Any or all of the members of the Board of Directors may be removed with or without cause by a simple majority of the members of the Corporation that choose to participate. Members who participate, but do not expressly vote in assent or dissent to proposals will be considered to have silently approved such proposals.The Board of Directors may remove any director thereof for documentable cause only. Removal will require a simple majority of the members of the Board. Board members who do not expressly vote in assent or dissent to proposals will be considered to have silently approved such proposals.
b. A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
4. Newlycreated directorships or vacancies in the Board of Directors may be filled by simple majority of the Board of Directors then in office. Nonvoting board members will be considered to have silently affirmed any proposal. Vacancies occurring by reason of the removal of directors without cause shall be filled by acclamation of discussion participants. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.
5. Annual Board of Directors Discussion
a. A regular Annual Discussion of the Board of Directors shall be held immediately following the Annual Discussion of the Members. All other meetings or discussions shall be held at such time and place as shall be fixed by the Board of Directors from time to time.
b. No notice shall be required for regular discussions of the Board of Directors for which the time and place have been fixed. Special discussions or meetings may be called by or at the direction of the chair of the Board, the President, or by a majority of the directors then in office.
c. Written, oral, or any other method of notice of the time and place shall be given for special discussions or meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any discussion or meeting need not specify the purpose of such discussion or meeting. The requirement for furnishing notice of a discussion or meeting may be waived by any director who signs a Waiver of Notice before or after the discussion or meeting or who attends the discussion or meeting without protesting the lack of notice to him or her.
6. Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a quorum shall consist of a majority of the directors participating in such meeting. A majority of the directors present may adjourn a meeting to another time and place. Except to the extent provided by law and these ByLaws, the acts of the Board of Directors shall be by simple majority of those present in the discussion. Nonvoting board members will be considered to have silently affirmed any proposal. Any action authorized by resolution, in writing, by all of the directors entitled to participate thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by simple majority at a duly called discussion or meeting of the Board.
7. The President, shall preside at all meetings of the Board of Directors. If there be no President or in his absence, the member calling the meeting or any other director chosen by the Board shall preside.
8. Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.
ARTICLE IV: OFFICERS
1. The Board of Directors shall elect for an annual appointment, a President, one or more VicePresidents, a Chief Information Officer, and a Chief Financial Officer. Additionally, they may elect other project leaders as needed, such as Journal Editor, for annual appointments. Every six years they will also elect an Executive Director for a six year appointment. All officers shall become members of the Board of Directors.
2. Each officer with the exception of Executive Director shall hold office until the Annual Discussion of the Board of Directors, and until his or her successor has been duly elected and qualifies. The Executive Director will hold position for a six year term. The Board of Directors may remove any officer for documentable cause only. Removal will require a simple majority of the members of the Board. Board members who do not expressly vote in assent or dissent to proposals will be considered to have silently approved such proposals.
a. The Executive Director shall maintain organizational continuity across multiple annual administrations. She or he will work with the CFO and CIO to ensure that Corporation records are maintained, archived, and readily available. He or she will also work with the President and VicePresidents to ensure that annual Corporation required activities are completed as well as overseeing the administration of voluntary Corporation activities.
b. The President shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. He or she shall serve all notices for the Corporation which shall have been authorized by the Board of Directors and provide an annual report at each Annual Discussion.
c. During the absence or disability of the President of the Corporation, the VicePresident, or, if there be more than one, the Executive VicePresident, shall have all the powers and functions of the President. The VicePresident shall perform such duties as may be prescribed by the Board of Directors from time to time.
d. The Chief Information Officer shall ensure that that external communication channels are kept up to date and active. This includes the organization website as well as any discussion boards, social media, and other communication channels used by the group. The CIO shall also ensure that all meetings are held via appropriate online or in person methods and that electronic records of meeting activities are recorded. Finally, the CIO shall work with the executive director to ensure that these items are archived for the future. In order to maintain these wide and varied duties, the CIO may appoint members to a communication committee to assist in these duties.
e. The Chief Financial Officer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The CFO shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when countersigned by the president and executive director; he or she may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors. He or she shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors, and shall have charge of all books and records of the Corporation.
ARTICLE V: MISCELLANEOUS
1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors.
2. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.
3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
4. ByLaws Modification
a. All ByLaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by a simple majority of the members that choose to participate and that are entitled to participate in the election of directors, at a special discussion of the members called for such a purpose. Members who participate, but do not expressly vote in assent or dissent to proposals will be considered to have silently approved such proposals.
b. The Board of Directors shall have the power to make, alter or repeal, from time to time, ByLaws of the Corporation, except that the Board may not amend or repeal any bylaws in which control thereof is vested exclusively in the members. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next discussion of members for the election of directors, the bylaw so made, amended or repealed, together with a concise statement of the changes made.