CONSTITUTION

Article I. Name and Incorporation
The Name of the Association is the American Association for Clinical Chemistry, Incorporated. Pursuant to the original certificate of incorporation, this Association shall conform to the provisions of the Membership Corporation Law of the State of New York.

Article II. Purpose
The purpose for which the Association is formed is to further the public interest by encouraging the study, advancing the science, and improving the practice of clinical chemistry. To achieve these objectives the Association shall:

1. Establish standards for education and training in the field of clinical chemistry.
2. Encourage the creation, promotion and maintenance of standards for certification of individuals in the field of clinical chemistry.
3. Encourage individuals in the field to pursue advanced studies and to engage in scientific investigations.
4. Promote scientific knowledge of clinical chemistry through meetings, seminars, discussions, reports and publications.
5. Initiate and participate in programs related to clinical chemistry that are in the interest of the public.
6. Promote programs for the recognition of the profession of clinical chemistry.

BYLAWS

Article I. Membership

1. The Association shall consist of Members, Honorary Members, Emeritus Members, Affiliates, and Student Associates.
2. Persons admitted as Members shall a) possess an earned baccalaureate or higher degree in science or medicine or the academic equivalent of the above, and b) be engaged in professional activities commonly associated with the practice of clinical chemistry. (Membership in the Association is not to be construed as certification).
3. Scientists who have attained distinction by their contributions to clinical chemistry may be elected as Honorary Members of the Association upon nomination by the Board of Directors and by vote of the House of Delegates. Such Members shall neither vote nor hold office in the Association, but shall be entitled to certain privileges.
4. An individual who has been a Member in good standing for a period of ten or more years, and who is retired from the field of clinical chemistry because of age or illness, may, upon written notification of the association become an Emeritus Member. An attained age of 55 years shall fulfill the age requirement. An Emeritus Member retains all the Membership rights, is exempt from the payment of dues, and may receive the Association publications at a reduced charge.
5. Persons who have an interest in the field of clinical chemistry may be admitted as Affiliates.
6. Admission as a Member, Affiliate, or Student Associate shall be by application on a form approved by the Association.
7. Only Members who are in good standing shall have any right, title or interest in the property and funds of the Association. Only Members may hold Association office or Association board, commission, committee or task force memberships, and vote in elections of the Association or any of its units. Only Members may represent the Association in professional matters. Wherever the terms Member or Members appear in the Bylaws, they shall be construed to include Emeritus Member(s), except with respect to payment of annual dues and right to receive Association publications as set forth in Article I, Section 4 of the Bylaws.
8. Students, graduate or undergraduate, majoring in clinical chemistry or closely related academic disciplines, shall be entitled to become Student Associates at a discount in membership dues as long as they annually certify that they are undergraduate or graduate students doing full-time academic studies. "Full time" is to represent any combination of course work, teaching and/or research assistantships or fellowships that the respective institution considers a full-time load. In all cases, the institution shall be acceptable to the Association.
9. Reinstatement. After a lapse of more than one year subsequent to resignation, reinstatement shall be through the usual procedure required for election to any class of membership: application, election, and payment of dues for the current year in advance. Within a period of one year following resignation, reinstatement to previous status may be effected by the payment of all indebtedness to the Association.

II. Discipline

1. Any person holding membership of any classification in this Association who has engaged in conduct which is contrary to or destructive of its purpose or which in any way tends to injure the Association, or to affect adversely its reputation shall be subject to discipline in the manner prescribed in the following section.
2. The formal charges shall be made in writing by at least two Members to an ad hoc Ethics Committee who shall forward the same, together with their findings, to the Board of Directors. When so warranted, the Board of Directors shall fix a time and place for a hearing. A copy of the charges together with notice of the time and place of the hearing shall be forwarded by registered mail to the individual against whom the complaint has been lodged, at the most recent address known to the Association, at least forty-five days before the date fixed for the hearing. The individual may file with the Board of Directors, not less than ten days prior to the hearing, a written answer to the charges. The Board of Directors shall have power to dismiss the charges, to censure, to announce suspension of Membership, or expulsion of the individual, as the findings warrant; and such action shall be duly recorded in the Association's files. Reinstatement subsequent to suspension but not to expulsion, may be effected by means of the usual procedure required for Association Membership, provided prior approval of the Board of Directors is obtained.
3. Non-payment of dues: Privileges of Membership begin with the payment of dues following election to Membership, and payment of dues for each successive year is an annual obligation of Membership unless the written resignation of the Member is received by the Executive Vice President prior to January 1 of the effective year of resignation. A Member who has not paid dues, publication charges, or any other duly authorized assessment or obligation shall be classed as delinquent unless all financial obligations are paid by April 1 of the year for which payment is due, and notified of the forfeiture of Membership by the Executive Vice President. Request for reinstatement is a matter of right, and shall require reapplication and approval preceded by the liquidation of all indebtedness to the Association.

Article III. Officers

1. The officers of this Association, elected by the Members, shall be a President, who shall serve for one (1) year; a President-Elect, who shall serve for one (1) year in effect as vice president, and be designated as President for the following year; a Secretary and a Treasurer, each of whom shall serve for three years; and the Immediate Past President, who shall serve in that office for one (1) year. The Secretary and the Treasurer shall serve for not more than two (2) consecutive terms, or six (6) consecutive years. The terms of the Secretary and Treasurer shall not coincide; in such event, the next term of the Secretary shall be three (3) years and of the Treasurer two (2) years, and thereafter three (3)years. The powers and duties of the officers of this Association shall be those usually vested in their respective positions or specified in the Bylaws, and as fixed by the Board of Directors to the extent not provided for in the Bylaws.
2. The President shall be the Chief Executive Officer of the Association, and the President-Elect shall be the second-ranking Executive Officer of the Association.
3. Each officer shall hold office for the elected term and until a successor has been elected and qualified.
4. Only the President, President-Elect, Past President, Secretary, Treasurer, Executive Vice President, and the Association's Legal Counsel may make official statements on behalf of the Association. This limitation does not apply to the conduct of routine business transactions.
5. Indemnification of Directors and Officers. This Association shall indemnify any expenses, including, but not limited to, counsel fees, judgments paid, and amounts paid in settlement (before and after legal proceedings are commenced) as approved by the Court, actually and reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or otherwise in nature, where involvement occurred by reason of being or have relation to matters as to which such director or officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty to the Association pursuant to the laws of incorporation. A conviction or judgment, whether based on a plea of guilty or nolo contendere or its equivalent, or after trial, in a criminal action, suit, or proceeding shall not be deemed an adjudication of liability for negligence or misconduct in the performance of duty to the Association, if such director or officer acted in good faith believing such action to be in the best interests of the Association.

Article IV. Organization

1. The organization of this Association consists of the original New York Metropolitan Section and other Local Sections now existing or to be formed in the future.
2. Local Sections of the Association may be formed subject to the approval of the House of Delegates upon application in writing by not less than 15 Members of the Association in good standing who reside in a geographical area. The area of each Section shall be officially delineated by the House of Delegates. Upon dissolution of a Local Section, in accordance with a compulsory clause to that effect in its bylaws, sums remaining in its treasury after the payment of all debts shall revert to the Association.
3. Membership in any category in the Association is a prerequisite for membership in a Local Section or Division. Only Members of the Association shall hold office in Local Sections or Divisions.
4. Each Section shall have local autonomy in all matters not defined, limited, or reserved by
   the Association in its Constitution or Bylaws, or by statements of policy officially adopted by the House of Delegates and Board. However, Local Section activities involving the interests, policies, and operations of the Association, as differentiated from matters of concern, activity, and authority limited to the Local Section, must be approved by the Board of Directors and/or the House of Delegates. There shall be nothing in a Local Section Constitution or Bylaws contrary to the interest of the Association. The fiscal year of the Local Section shall begin on January 1 and end on December 31. Results of elections of Local Section officers shall be reported to the National Office by November 15, prior to the year in which the officers-elect will serve.

Article V. House of Delegates
     1. Powers, Duties, and Functions. The House of Delegates, as the Representative Body of the Association, represents the membership. The House of Delegates also:
        (a) Shall serve as a communications link between the National Association and Local Section Members.
        (b) Shall have authority to formulate goals and long range plans, and to indicate priorities for programs and activities of the Association.
        (c) Shall have authority to propose statements of policy, which upon concurrence by the Board of Directors, shall constitute official Association policy.
        (d) May require reports from any Association officer or body or Local Section Chair.
        (e) Shall have authority to establish, and alter or amend as required, rules and procedures governing the proceedings and meetings of the House of Delegates which are not inconsistent with the Articles of Incorporation or Bylaws.
        (f) Shall have those powers, duties and functions otherwise provided in the Bylaws.
     2. Membership and Terms of Office.
        (a) The membership of the House of Delegates, known as Delegates, shall consist of representatives of Local Sections and of ex officio members. Only Members of the Association shall serve as Delegates or Alternates.
     Every Local Section shall be entitled to one (1) Delegate irrespective of the size of its membership. Every Local Section shall also be entitled to designate one (1) or more Alternates for its Delegate, such Alternate(s) shall serve only in the absence or disability of the Delegate. The manner of selection of its Delegate and Alternate(s) shall be within the discretion of each Local Section.
     The National officers and members-at-large of the Board of Directors shall be ex officio Delegates during their respective terms of National office, without vote in the House of Delegates. The Chair of the House Steering Committee, while serving in that office, shall be the Chair of the House of Delegates. The Chair-Elect of the House Steering Committee shall be the Chair-Elect of the House of Delegates.
        (b) The term of office of a Delegate shall be three (3) years, with the following exceptions: (1) The terms of ex officio Delegates (the officers and members-at-large of the Board of Directors) shall coincide with those of their respective national offices. No Delegate, other than ex officio Delegates, shall serve more than two (2) consecutive full terms in that office, a period of three (3) years must elapse before a Delegate can again represent the same section in the House.
     3. Meetings. The House of Delegates shall meet regularly at the stated Annual Meeting of the
Association and at any time and place designated by the Chair of the House of Delegates for an interim or special meeting of the House. Upon receiving a petition signed by a majority of the House members the Chair of the House of Delegates shall call a special or interim meeting of the House. It shall be the responsibility of each Local Section to be represented at officially convened meetings of the House of Delegates by the duly authorized representative or in their absence by the qualified alternate chosen by the Section. A quorum of the House of Delegates for any meeting shall be a majority of the members thereof or their qualified alternates. The Chair of the House of Delegates shall appoint a Parliamentarian who shall serve at the pleasure of the Chair.
     4. The Secretary of the Association shall serve as Secretary to the House of Delegates.
     5. House Steering Committee:
        (a) Composition. The House of Delegates shall have a Steering Committee, consisting of a Chair, Chair-elect and two (2) at-large members. This Committee shall be elected from and by the House, as follows: The Chair-Elect shall be elected for a one-year term, following which he or she shall become the Chair (for a one-year term); the at-large members shall be elected for two-year terms which shall begin on January 1 of the year following their election. The House may choose to elect at-large members for a one-year term when necessary to stagger the terms of the at-large members for continuity or when a Delegate has only one year remaining on his or her term as Delegate. The Immediate Past President and the Secretary of the Association shall serve on the Steering Committee without vote. The Immediate Past Chair of the House of Delegates shall serve as an adviser without vote to the committee. The Immediate Past Chair shall serve in this advisory role even in the event that his or her term as a Delegate expires.
        (b) Duties. Functions of the Steering Committee are: (1) to prepare the agenda for House of Delegates meetings, (2) to serve as liaison to the Board of Directors, (3) to manage House of Delegates affairs, and (4)to monitor Association affairs.

Article VI. Board of Directors
     1. Powers, Duties, and Functions. Responsibility and authority for the management and control of the properties, funds, and activities of the Association shall be vested in a Board of Directors as the Governing Board of the corporation. The Board also:
        (a) Shall have authority and responsibility or establishing objectives, and assigning responsibility for the programs and activities of the Association.
        (b) Shall have authority to initiate, formulate, and adopt statements of official policy for the Association.
        (c) May require reports from any Association officer or body or Local Section Chair.
        (d) Shall render reports to the House of Delegates and to the membership at each of their respective meetings.
        (e) Shall have authority to establish, and alter or amend as required, rules and procedures governing the proceedings and meetings of the Board of Directors which are not inconsistent with the Articles of Incorporation and the Bylaws.
        (f) Shall have authority to appoint, discharge, and fix the size and responsibilities of internal committees and task forces of the Board of Directors from among its own membership.
        (g) Shall have authority and responsibility for other duties and functions customarily incumbent upon the governing board of a corporation, or enumerated in the Certificate of Incorporation or in the Bylaws, or imposed by law.
        (h) Shall have those powers, duties, and functions otherwise provided in the Bylaws.
     2. Membership. The Board of Directors shall consist of the officers of the Association and six (6) members-at-large elected from and by the Members, two (2) each year in rotation, each to serve a term of three (3) years. Not more than two (2) members-at-large may be from the same Local Section insofar as apparent at the time of nomination. Members-at-large so elected to the Board of Directors shall be ineligible for re-election in that capacity to the Board for an interval of at least one (1) year. The President shall serve as Chair of the Board of Directors.
     3. House of Delegates Liaison. The Chair and Chair-elect of the House Steering Committee shall have authority to attend and participate, without vote, in meetings of the Board of Directors.
     4. The officers of the Association and members-at-large of the Board of Directors shall, during their respective terms of office, also serve as ex officio members of the House of Delegates, without vote.
     5. Meetings. Regular meetings of the Board of Directors shall be held at least twice yearly, once at the Annual Meeting of the Association and otherwise as may be determined by the President or by a majority of the members of the Board of Directors. Regular meetings of the Board of Directors may be held without notice if the time and place of such meetings are fixed by the Board of Directors. Special meetings of the Board of Directors may be called, and their time and place fixed, by the President, or a majority of the members of the Board and shall be held upon due notice to the Directors. A quorum of the Board of Directors for any meeting shall be a majority of the members thereof.
     6. Executive Committee:
        (a) Composition. The Board of Directors shall have an Executive Committee, consisting of the officers of the Association and one (1) member-at-large of the Board. The President shall serve as Chair of this Committee, and the Executive Vice President shall function, without vote, as its Secretary. A quorum of the Executive Committee shall consist of a majority of its voting members, and its formal actions shall require a majority vote unless otherwise provided in the Bylaws.
        (b) House of Delegates Liaison. The Chair of the House Steering Committee, or the Chair-elect of the House Steering Committee as the Chair's alternate, shall have authority to attend and participate, without vote, in meetings of the Executive Committee.
        (c) Authority. The Executive Committee shall be empowered to act for and on behalf of the Board of Directors on matters which require urgent action between meetings of the Board, except as otherwise provided in the Bylaws. Actions taken by the Executive Committee shall be reported to the full Board of Directors as soon as practicable, shall be subject to review and ratification by the Board, and shall be recorded in the minutes of the Board of Directors.
     7. Actions by the Board of Directors and the Executive and Other Committees. Any action required or permitted to be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the Board or the respective committee, as appropriate, consent in writing to the adoption of a resolution authorizing the action, which shall be filed with the respective minutes. Any such action may also be taken by means of a telephone conference call; and one or more members of the Board, or of its committees, may participate in their respective meetings by means of a conference telephone call or similar means.
     8. Executive Vice President. The Board of Directors shall select an Executive Vice President who shall function without vote as Secretary of the Board, and serve at its pleasure. The Board shall designate the duties and authorities of the Executive Vice President in addition to those provided for in the Bylaws, and fix the compensation.

Article VII. Commissions, Committees and Task Forces
     1. Commissions, Committees and Task Forces. The Association shall have such standing Association commissions and committees as the Bylaws provide, or require, and may have such other Association commissions, committees and task forces as may be required and are established from time to time by the Board of Directors, which shall have authority to discharge any such other Association commissions, committees or task forces. Each commission shall consist of such standing and other committees and task forces of the Association as fixed, from time to time, by the Board of Directors. The Board of Directors and the House of Delegates may also each establish, appoint, discharge, and fix the size and responsibilities of internal committees and task forces composed of their respective members. The duties, responsibilities, and functions of each commission, committee, and task force shall be those usually implied by their titles and such others as are specified in the Bylaws or by the cognizant body; and their basic purpose is to aid both the Board of Directors and the House of Delegates in the performance of their functions and in achieving the Association's charter purposes.
     2. Standing Association Commissions and Committees:
        (a) The standing commissions accountable to the Board of Directors shall be those so established by the Board. The standing committees accountable to the Board of Directors shall be: Finance and Committee Appointments.
        (b) The Committee on Committee Appointments shall consist of the President-Elect as its Chair, the President, the Immediate Past President and the Chair, House of Delegates.
        (c) The Constitution and Bylaws Committee shall be accountable to the House of Delegates.
        (d) There shall be an elected Nominating Committee accountable to the Association membership.
     3. Ethics Committee. When and for the period required to discharge the functions pertaining to discipline of members set forth in Article II of the Bylaws, an ad hoc Ethics Committee shall be appointed by the President with the advice of the Committee on Committee Appointments.
     4. Membership, Appointment, and Terms of Office. Unless otherwise specified in the By-laws, the following policies and procedures shall apply to all Association commissions, committees and task forces.
        (a) Membership. Standing commissions and committees of the Association shall consist of a chair and not more than eight (8) other members, as fixed by the Board of Directors. Other Association commissions, committees and task forces may be established by the Board of Directors, and shall consist of a chair and such number of additional members as fixed by the Board of Directors. Only Members may serve on Association commissions, committees and task forces.
        (b) Manner of Appointment. The chair of a standing or other commission, committee or task force of the Association shall be appointed by the President with the advice of the Committee on Committee Appointments and, to the extent feasible, of the Executive Committee of the Local Section with which the prospective chair is affiliated, if any. Appointment of additional members of standing and other commissions, committees and task forces shall be made by the President in the same manner and with the advice of the chair of the commission, committee or task force concerned. The Chair and members of the Constitution and Bylaws Committee shall be appointed by the Chair of the House of Delegates with the advice of the Committee on Committee Appointments, and with the advice and consent of the President.
        (c) Terms of Office. Unless otherwise provided for in these Bylaws or by specific resolution of the Board of Directors, the term of office of all members of standing commissions and committees shall be one (1) year, beginning on January 1 and ending when their successors have been selected and qualified. Members of standing commissions and committees shall not serve more than five (5) successive full one (1) year terms on any given commission or committee. The chair of a standing commission or committee shall serve a one (1) year term in that position, beginning January 1 and ending when a successor has been selected and qualified. A chair is eligible for reappointment to one (1) year terms within the above limits of the basic term as a standing commission or committee member.
The term of office of all members of other-than-standing commissions, committees and task forces shall be for the duration of existence of the commission, committee or task force specified by the Board of Directors but shall not exceed five (5) consecutive years. The chair of an other-than-standing commission, committee or task force shall serve for the duration of existence of such body specified by the Board of Directors, if one (1) year or less. The term of office and eligibility for reappointment of the chair of other-than-standing commissions, committees or task forces of greater specified duration shall be, to the extent feasible, one (1) year terms within the above limits of the basic term as a commission, committee or task force member.
To the maximum extent feasible, the members of all commissions and committees shall be appointed for rotating (overlapping) terms.
     5. "Sunset" Provision, Review and Termination:
        (a) Annual Review. Notwithstanding the foregoing other provisions relating to commissions, committees and task forces, all appointments and reappointments of chairs and other members thereof shall be subject to annual review by the Committee on Committee Appointments.
        (b) Termination. Standing commissions and committees of the Association specified in the Bylaws shall be permanent in nature. Other-than-standing commissions, committees and task forces shall cease to exist upon the completion of their respective assigned functions; or at the earlier expiration of their duration of existence fixed by the Board of Directors, unless extended by the Board.
        (c) "Sunset" Provision. Reviews of all other-than-standing commissions, committees and task forces shall take place by the Board of Directors annually. An affirmative majority vote of the Board of Directors shall be required for the continued existence of each such commission, committee and task force beyond a three year limit from the date of its initial establishment. It shall not be necessary to reappoint any chair or additional member of any other-than-standing commission, committee or task force thus revitalized or continued, until the expiration of their respective previously established normal terms of office.
     6. Reports. The chair of each Association standing commission and committee shall render an annual report to both the Board of Directors and the House of Delegates, to be received in the National Office at least thirty (30) days prior to the stated Annual Meeting of the Association. The chair of each other-than-standing commission, committee and task force shall render a report to the Board of Directors upon completion of its assigned function, or as otherwise instructed by the Board of Directors; and shall also render a timely report to the Board of Directors prior to each stated Annual Meeting of the Association.
     The Chair of every Association commission, committee or task force shall render an interim report whenever requested by the President or directed by the Board of Directors or the House of Delegates. Commission and Committee reports may be published in the Association's publications, or other appropriate places, when authorized by the President.

Article VIII. Divisions
     1. Divisions of the Association may be established in order to advance the charter purposes of the Association.
     2. Membership of any category in the Association is a prerequisite for membership in a division. Only Members of the Association shall hold division office.
     3. Provisional Divisions may be established, for a maximum period of five years, by approval of the Board of Directors.
4. After three years of operation, a Provisional Division may petition for permanent status. Permanent Division status may be granted by the Board of Directors.
     5. Management and operations of divisions shall be subject to the authority of, and periodic review by a committee appointed by the President and reporting to the Board of Directors, one representative of which shall be a Delegate who shall report to the House on the status and activities of all Divisions as directed by the Chair, House Steering Committee.

Article IX. Finances
     1. Finance Committee:
        (a) This committee shall consist of the President, President-Elect, Past-President, Secretary, Treasurer, and two Members elected by the House of Delegates to serve two-year staggered terms, who shall be the Chair and Chair-Elect of the House of Delegates.
The Treasurer of the Association will serve as Chair of the Committee. Immediately following the term of office, the past Treasurer will serve for one year as an ex officio member of the Committee.
        (b) The duties of the Finance Committee are:
              (1) Prepare an annual budget and present it to the Board of Directors for approval.
              (2) With the approval of the Board of Directors, revise or amend the budget as required.
              (3) Monitor all financial activities (including publications, commissions, committees, divisions, National Office operations, national meetings and investments) and provide guidance as required or requested; and arrange for an annual audit by a certified public accountant.
              (4) Devise and implement mechanisms for all Association financial operations and recommend financial policies to the Board of Directors.
              (5) Report all Finance Committee actions at each Board of Directors meeting and submit an annual report to the House of Delegates.
     2. Dues. Changes in the assessment of dues for the forthcoming calendar year, for each class of membership, shall be proposed by the Finance Committee and determined by majority vote of the House of Delegates. Dues shall include a sum, determined by the House of Delegates, returnable to the Local Section in the form of an allotment toward the expense of Section operations and activities. Such allotments shall be based upon the recorded membership of each Local Section as of June 1 in each year. Dues are not refundable.
     3. Distribution on Dissolution. In the event of lawful dissolution of the Association, following the payment of all just debts and obligations of the Association, the net assets of the Association shall be conveyed pursuant to designation by the House of Delegates to one or more organizations devoted to purposes and activities similar to those of the Association, provided that such organization or organizations so designated shall be exempt from Federal Income Tax under Section 501(c)(3)of the Internal Revenue Code.

Article X. Fiscal Year
     The fiscal year of the Association and its Local Sections shall begin on January 1 and end on December 31. The tenure of all officers and members of commissions and committees shall normally begin on January 1 following their election or appointment. They shall serve until their successors are elected or appointed.

Article XI. Elections and Vacancies in Office
     1. The Nominating Committee shall consist of eight (8) Members of the Association from eight (8) different Local Sections, elected for staggered two-year terms, half of which expire each year. The vacancies on this Committee shall be filled by election of Members of the Association from a list of six (6) nominees for four (4) elected positions. No incumbent member of the Nominating Committee may be a candidate for re-election to that Committee. The nominee receiving the highest number of votes shall be Chair-elect of this committee and shall succeed to the Chair in the second year of service on the Committee. No officer of the Association may serve on this Committee during the officer's term of office.
     2. Nominations:
        (a) Nominations by the Nominating Committee. The Nominating Committee shall transmit to the Association Secretary, not later than April 15 of each year, a list of qualified persons nominated by them for election as officers of the Association (other than President and Immediate Past President) and for election to other positions to be filled by vote of the Membership in accordance with the Bylaws. The Association Secretary shall announce these nominations to the Membership at the time of the Annual Meeting of the Association and may also give notice of them, after receipt, in one or more of the official publications of the Association.
        (b) Nominations by Petition. Members of the Association may, by petition, nominate qualified persons for election as officers of the Association (other than President and Immediate Past President) and for election to other positions to be filled by vote of the Membership in accordance with the provisions of the Bylaws. A nominating petition shall contain the signatures of at least five (5.0) percent of the number of Members then in good standing and shall be transmitted, not later than five (5) months before the beginning of the next fiscal year of the Association, to the Association Secretary, who shall determine the validity and sufficiency of the petition. To be valid, the signature of a Member on a nominating petition may not appear on behalf of more than one (1) candidate for the same office or position.
        (c) Nominations by the Nominating Committee and by petition shall be equally subject to the restrictions with respect to geographical and other qualifications of candidates and office holders provided for in the Bylaws. Nominees for election as members-at-large of the Board of Directors shall be so selected that not more than two (2) persons affiliated with any one (1) Local Section will serve as members-at-large on the Board of Directors at the same time, insofar as apparent at the time of their nomination.
     3. Elections:
        (a) The Association shall, not sooner than five (5) months nor later than three (3) months before the beginning of the next fiscal year of the Association, provide to each Member in good standing a ballot showing vacancies to be filled and the names of persons nominated by the Nominating Committee, and by petition, if any. Whenever more than one (1) person has been validly nominated for a given office or position, the rank order of their listing on the ballot shall be determined by lot; and persons nominated by petition shall not be so identified on the ballot.
When technically feasible, the order of candidates’ names shall be randomized, such that each candidate’s name appears in the first position an equal number of times.
        (b) Ballots returned within thirty (30) days of being made available to the Members shall be counted under the supervision of the Secretary of the Association who will work in consultation with election Tellers appointed by the president and who shall certify the vote count and shall preserve the records of the election. No Member who is a current candidate for office may be appointed as an election teller.
        (c) For each office or position on the ballot, the nominee receiving the largest number of valid votes cast shall be declared elected. In the event of a tie vote for any office or position, the House of Delegates shall, by secret ballot of the voting Delegates, conduct a run-off election among the tied candidates. The person thus receiving the largest number of valid votes cast shall be declared elected.
     4. Delegates. Each Local Section shall, not later than thirty (30) days before the national meeting, inform the National Office of the name(s) of its duly chosen representative(s) to the House of Delegates.
     5. Vacancies:
        (a) In the event of a vacancy in the office of President, the President-Elect shall succeed to the presidency for the remainder of the unexpired term and for the following fiscal year of the Association. In the event of a vacancy in the office of Secretary, or Treasurer, or among members-at-large of the Board of Directors, the incumbent Board of Directors shall appoint a qualified person to discharge the duties of that office until the January 1 following the next regularly scheduled election, at which election a nominee will be elected to fill the unexpired term, beginning January 1. In the event of a vacancy in the office of Immediate Past President, that office shall devolve upon and its duties and functions shall be carried out by the most recent Past President able to serve.
        (b) In the event of a vacancy in the office of President-Elect, the Nominating Committee shall transmit within thirty (30) days after the time of vacancy to the Association Secretary a list of qualified persons nominated by them for election to fill the unexpired term as President-Elect (if applicable) and to succeed to the office of President. Within sixty (60) days after the vacancy, the Association Secretary shall provide to each Member in good standing a ballot showing the names of persons nominated by the Nominating Committee. Whenever more than one (1) person has been validly nominated for this position, the rank order of their listing on the ballot shall be determined by lot, or, when feasible, shall be randomized. Provisions of Article XI, Section 3 (b) shall prevail in the conduct of this special election. The incumbent President shall continue in office, if necessary, until a successor has been elected and qualified.

Article XII. Secrecy of Ballot
All election business of the Association shall be so conducted as to preserve and ensure the secrecy and integrity of the election .

Article XIII. Meetings, Notices Thereof and Agenda
     1. The stated Annual Meeting of the Association shall be held at a time and place determined by the House of Delegates.
     2. Notice of the holding of the stated Annual Meeting of the Association will be published in one or more of the official publications of the Association in advance of the meeting. Information concerning the anticipated business for any regular meeting of the Board of Directors or of the House of Delegates shall be mailed to each member of the respective body in advance of such meeting. Special or interim meetings of the Board of Directors or of the House of Delegates shall require due advance notice to each member of the respective body, and shall include information concerning the purpose of the meeting.
     3. At the stated Annual Meeting, there shall be a meeting of the membership of the Association at which the presiding officer shall be the President of the Association. In the absence of the President, the following shall serve as presiding officer in the order stated: President-Elect, Past President, Secretary, Treasurer, a member-at-large of the Board of Directors. A quorum for such a meeting shall be one hundred (100)or more Members in good standing of this Association.
     4. The conduct of all business meetings of the Association and its constituent bodies shall be governed by the rules contained in Robert's Rules of Order, Newly Revised, in all cases to which they are applicable, provided that they are not inconsistent with the Bylaws or rules of order of the Association.

Article XIV. Amendments to the Constitution and Bylaws
     1. Amendments to this Constitution and its Bylaws, in whole or in part, shall be proposed by a majority of vote of the entire House, or by a petition to the Board of Directors signed by at least ten (10.0) percent of all members in good standing.
     2. Upon receipt of a duly proposed amendment or revision, the Association Secretary shall, within forty-five (45) days, mail a letter ballot to each Member in good standing. Ballots returned within thirty (30) days of mailing shall be promptly opened and counted by the Secretary of the Association and a Member appointed by the President as Teller. A proposed amendment or revision shall become effective at the time specified, upon receiving a two-thirds affirmative vote of all valid ballots cast.

Article XV. Effective Date of Present Document
This Constitution and its Bylaws shall become effective at the beginning of the fiscal year following their adoption.

Revised September 2004