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NATIONAL RIPLE ASSOCIATrON ÛP Ausaxca 11250 WAPLlls MILL RoAD
FAJUAx, VIRoINiA 22030
JoHN C, FRAZER
p
secretaryAMdaWt
I, John C. Frazer, Secretary of the National Rifle Association of America, Inc., a 501(C)(4) New York Non-Profit Corporation, with principal offices located at 11250 Waples Mill Road, Fairfhx, Virginia 22030, do hereby attest that at a meeting of the Board of Directors of said corporation on Septññbct 14, 2019, at the Hilton Washington Dulles Airport Hotel, Herndon, Virginia, Article X, Section 6 of the NRA Bylaws was amended to read as follows:
Article X, Section 6: Prohibition of Political Contritiutions:
Neither the Amciatk,a, its Institute for Legislative Action, nor any officer, Director, employee, or agent acting on behalf of the Association or its Institute for Legislative Action, shall make any contribution to a political campaign, candidate, or political commih These prohibitions shall not apply to contributions by the Association or its Institute for Legislative Action to any federal independent-expenditiac-only committee formed pursuant to a resolution of the board of directors, or to any state political committee formed by the Institute for Legislative Action for the exclusive purpose of supporting or opposing a state ballot question initiative, measure, or referendum.
In w f, I ve set my official signature and the seal of the National Rifle Association of s
_
ay of October 2019.See
Commonwealth of Virginia
I, (do f FÒ , a Notary PubIle, do hereby certify that on this sy of
O
c , 201 _,personally appeared before me John C. Frazer. Secretary of the National Rifle Association of America, Inc., a 501(C)(4) New York Non-Profit Corporation, with principal offices located at 1I250 Waples Mill Road, Fairfax, Virginia 22030, known to me to be the person whose name is subscribed to the foregoing instruinent, and swore and acknowledged to me that he executed the same for the purpose and in the capacity therein expressed, and that the statements contained therein are true and cor ect.Notary Publie's signature STEPHEN
CORMICK RaGISTRATIONd7838ssa (703) 267-2062 COMMONWGALTHoF VIRGINtA
DocuSignEnvelopeID: 2BA8E21B-ACD4-4418-8926-AC2B7B848DAB TABLEOF CONTENTS ARTICLE1,NAME...,,,... ) E ARTICUCD,PURPOSBSANDOBJECTIVBS...1 AiUICI.EHI,MEMBERSHIP...,,..., 2 SeedenLBilgIbinty...,,,..,,,...,.. 2 F' Sectkm2.DuesandContrItutions...,... 2 suagan1IndMdustMembers,...,... 2 Section4.AfRIfatedwPartiefputing Organizations...,... 4 Scotions.AdiniulontoMembership...,,...,,.... 5 Section6.RightssndPdvilegesofMembers... 6 Section7,MembersHakilegOffloe'...,,... 7 EcotionB,MeeGngsofMembera(Quorum)....,...7 section9.Dutiesorummb-rs... a Scottonic.WIuntaryTenobstionofMembeahip,. 9 Scotton11,Involuntary'Reminatica ofMembershipandDiselplinary Proceedingp...,,,... 9 Section12,CommitteoanHearings.,...,,,...., 12 ARTICI,E EMBOARDOFDIRECIURS...,.., 12 Sectient.Composithm.,,,,,... 12 Scotlan2.PowersandDudes... 13 Section3,Meo6ngs(Quorum)... 14 sootlan4.IndemnifladlanandAdvanownent . ofExpensesofDirectorsofthcAssociation....15 ARITCf2V,OFFICERS ...,...,.,... 16 Sectionl.NanberandElection...,... 16 [ sectieti2.Dntiesof0ftime.,,... 16 Sectica3.SuspensionandRamoval... 20 section4,½onncies...,,... 21 Sectkm5.Compensation,...,...,.,..,..,,. 21 Booden6,Bands,,,,,,...,..,,.... 22 AR31CLEVLEXECUTIVECOMMITTHE,... 22 Section1,0amposition...,,,,, 22 Scotino2.PowersandDuties...,, 23 Scotionl½cenoicsInthoBxecutlva camnittee.,,...,...?A Scedon4.MeedngroftheExecudve Corumittac(Querum)... 24 ARTICLEVH,EMBCUTIVBCOUNcu...,,... 24 scçtiont.cemposition..., , ,,,,,... 24 Section2.RightsandPrivileges.,...,,,,,... 25 5ection3.Ramovat.,,,,,... 25 ARTICI.EVIH,NOMINATIONAND ... EI.ECTIONPROCSDURES(ForEleetleofDirector bythoMallBanot) ...,,...-.... 2di . section1.NaminatlegCommittee... 26 . Sondon2.NominationandElecdan ofDfrectors... 17 Spadons.NondnadonatDirectorsby Petithm,... 9I SccGon4.ElecdonofOneDirectorat AmmalMeedngofMembers..., 34
-- -x.---=.-=====--.m-a-=.----m-.-.--- -ARTICLE]X,REMOVAf.OFAs8OCIAUON OFFICIALSBYRECALL..,,,....
y aws
SantonJ.PetitionforRenoniby .- --··. --- -.---.-. -·.- ---Sectim2.Pmeadure, sanons.Painsorwmmiaca 34 ReinovalofOfEne-Holde byMambership... ARTICL.E IASSOCIAUCNINSmtfrgpon The name of thla organlantlan fu tim National IMSLATIVEACTION,... __. Rmc Assootationof America
se.en3.wameRMFerzd s«eons.om.m...
s•ei=anamhs... . as ARTICLE II SectfanS.Directives . . ...... 40 PurposesAnd Objectives
canibutlans.... The purpodd9 and :âjâüGrea of the Nationaf ARTICLEX1,STANDINGANDSPECIAI fllffeAssuclettonofAmed66Orn:
COMMtTTEE8OF7153ASSOCIAUON...,..,.,,. Ao 1. To protect and det%nd the Constnunon SeodonLStaMhigComadnees...,,,.,,,.... 40 of the United States, espeolatly with nderence Seat½2,8pco|alcommhtees..,,,..,...,, _,,, 4| to the God-gtven inallenable rlght of the MmbersAppghged Individual American citizen guaranteed by seedon4. áúi ''·'''' 41 such constffutton m sow/m, posseas, cottent, Sectim5.LtmitationsanPowerof ' transPo‡
¾
trans er ownamof, and enjoy the right to use, keep arnt beer goago arms, in order that the people may enervise Meetm88 ..-•... A.2 their hidivkhtal Aghts of self-preservedon and Section7.ConfbranceBlephn ne datimse of famlig pOrson, and paperty and ARTICLEXH,PROIIIBlTIONOFPROXy fe some IR the mMffs of as fs man VOTIN0 ...,, 43 and women lbr the defense at the fhipublic ggy agpo
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ce-memas,aurstatesk
Wdal
andourgnnifof the d of ournstfon; ART ORD FBUSINESS. A To pmos p sa%ty few and ordk,
on2.PurnamentaryA andthe nettonaldeNnsal
Padlanomedan 8. To train members of few enforcement agenotes, the armed forces, the National McedagofMernbers, 45 Guard, the adHtle, and peqple of good repula ARTICLEX¾AMSNDMENTS . As in marksmanship and ln the safe harnGing and O Recth1,ArnendmemsbytheBomÃo aWhdentuse of amallarms;
eniors...,...,,.. 46 4. TO foster, promote and support the . . sentlen1GermineAmendmena.., 46 shooting sports, including the advancement Secdom3.AmendmentsbyMabyshe of amateur end funior competstlorra In Monibership¬...,,... 46 marksmanshigh at the loost, state, ragtonot Scoded.AnthodlytoAmanderRepre( 48 nationak internationet,and olymplclevels ARTICLEXVI,AMENDMENTSMTHE 5. 7bpromote tumter safety,and ro promote CERTIFICATEOFINCORPORATION,.,. 49 and denurd hunting as a shooMng apart, tor .
ScothLReemumendadonbytheBonalof subsistencey and ad a vishle ared necessary .Q Dheelam...,,...,... A9 methedatfosteringtire propagatlan,groastrand
Sectkm2,Ad onbyMembers,,.,,,,.,. conse araf mise use of our- runeWuble Sectius3.PubleadonofNodce.,....,..,, So
MG.EXWJ
VOTING 7tre Assochrtfon may take aH actlans PROCEDUREOFMEMBERS...,,... so neceessy and proper In the furtherence ofitcase purposesandoE$9ctfves.
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ArHofa IK, Seo. 1 Adals W, Gec. 3
membershipbytheBoardofDirectors forecognitfon ARTICLE
m
of outstanding service to the Association on anational scale in any ene ar more of the prknary MembersNP . Heldsofendeavor ofthe National RifleAssoelation of America. Not more than three individuals shall SeedomL ElfgibfNty.
be elected as Honorary Life Members in any one (a) Amy cidzen of the United Stateswho Is and
while he remainsofgood repute,who subscribesto al) therights andprivdeges ofLife Members. the objectives and purposesof theAssociation, or
(c) Lifetime Memben. Benefacter, Patmn, any organization asherelna8er desaibed, shall be . , Endowment, and Life Members are members for eligibletobeamember oftheAssocia¾ provided
&
that oftizens of foreign nations and organizations (d} Associate Memben A person who elects cornposedin whole ar in metjorpart of eittzenaof to pay reduced dues may become an Assoalate foreign nations inay be admittedtornembershipas
member on an unnual basis upon payment at provided in Sections3 and4 ofthis Article.
sooh doesas may be determined by the Board of (b) No individual who 18 a member of, and Directors.
no organizadon composed in whole ar in part of (s) .Tunior Member.A person20 yeam ofago or individuals who are membersof, any organization under, who pays such dues as may be detennined at group having as Rs purpose or one of its
by the Board of Directors, may became a junior purposes the overthruw by forco and violence member, Such status shall continue tfugugh the of the Govermnent of the United 8tates orany
end of the calendar year in which his or her 20th of ita poffdcal subdivisions shall be eligible for birthday occurs.
membership'
(fj Non-Citizen Member. A oftizen of a nation oGer than the United States, whether Section 2. Dues and Contribution8'
-resident within or without the United States, 'Ihe dues or minimum contributions of opch who is interested in the pursuit of the purposes olass of membership shall be fixed by the Board and objectives of the Assoulation may become a of Directora Except for those persons who are member of the Assoclatiort in any of 1heolasses Iffedme memberselectedprior to July 1, 1979,all listed in this Scotlan, subject to the limitation of membersofallolasses withaddressesnotwithin the scodon 6(o) of this Article, upon the Mfillment domestfoUnited Statesmay be required to pay the of any condition for membership within said additional postage costs necessaryfor Association olass.Non-citizen Inembershipsshall be subject to mailings to their stated addressee.
h
impositiontermination or suspensi6nby vote of the Board of of such m1uirement and the amount of anchcosts Irrectors,ortheExecutive Committee,iftheBoard shaHbe determinedadministratively fmm time to is not in session,whenever,by proclamation ofthe time.
President of the United States,or by action of the Congress,the nation of which any such member Secdon 3, Individua!Members,
is a eitizen fa In a state of war or active miHtary (a) hdividual Members. Individual membara hostilides with the United States,and good cause shall be Benefactor Patron, Endowment, Life,
oWar
auchWnadon or suspension. Atmual, and such othermembers asaredesigosted (s) Membership Categories.h
Board of in this acetion.Dheaters rasy establish Membership Categories (b) Honorary Life Member, A person may for individual members of various Membership be nominated for Honorary Lith membership Classea Membership
M
be m accordance by the Executive Council and be elected to suchArtide flt, Seo. 4 Arnde m, Sec.5 . with adminisandve requireme
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" 8°°°rdance with Ai¾adve requirements approved by the Executive Vfee Prest ""d P'°°®'hm by the hecudve Woo Board may provide for reducedor augmenteddues Prasident.for membersbelonging to suchcategories. (b) Non-Cititsa Organtiations
(h) Upgrading Class of Membership. An An arganisation of five or more members, individual member of one class may become a wherever located, composedIn whole or in roajor member of a different class,If qualined
gm
part of citizens of countries other than the United by contributing the minimum dues or contribution States,the purposes of which are consistms with specided by theBoard of Directors fbr the classof thoseofthe National RiHeAssoolation.Barollment d=fJP desired,lessthe contribution speciged shall he in accordance with administative for his ourrentmembership. requirernents and procedures approved by theExecutive Vfce President. Such orgsuization Seedian4. Afultated or Participating membership shall be subject to termination or Organteations, suspension in the same naanner as provided in (a) AfEEnted Organfxatlans. Section3(f) of this article.
The following nSiliated c-a-?.-atia are (c) Participation By Other C-g:--'--a-• organization members: A nonproDt organhation, including a natfonal,
(1) State Association, Anorgedzationin a regional, or state membership organization,educational Institution, smmner camp, or law e
m
or Woryh
pronzotesand supportsenforcement eqpmization, the purposes of which P"'P°8°' ""d ° *°tim. Pohazesandprogratna are not inconsistent with those of tbn National of the National Riffe Association. Membership Rifle Assoelation, may affil.iate with the NRA or shall be carnposedprimarily of individuals, clubs pardeipatela programaof the NRA, in accordance and other organizations of that state or territory+ wnh ••,½h-la··•he to and procedures Affiliation as the official State Association shaf1 approvedby theExecutfve Vice President. be by approval of the Board of Dhectors of the
National Rifle Assüciation, and not mom than one A commercial organization or enterprise, arganizatfon may be so affiliated to representany including a private secudty agency, the purposes . stateor territory. of whiob are not inconsistent with those of the National Rifle Assoolation, may participate in Q) Appmved Organizaffan. An organiza,. speoffe programs of the NRA, la accordance j , tfan other than a local olub, composedprimarily of
ladivfduals and/or olubsfrom a single stateat
terri-approvedby theExecutive Vice President, .. tory, forated to prornate oneor more ofthe
purpos-( , es and objectives of the National Rifle Association g,,g,, s_g... ;; In the state of territory for which it Is organized
' . Affiliation shall be in accordancewie (a) An appmpriate card, certificate or Insigola tive mluirements andproceduresapproved by the shall be issued to each member ps evidenos of Executlye VieuPresident membership.
An caganization whose purposes and/or
@
Any dor anyclassofmembership or programs confilot with thoseofan existing nGillate aSliation may be refused adinission at afullattan In a stateor territory ahall not be afElfated. by theBoard ofDirectors foranymasondeemed by(3) Club. A local organization campased it to be sq@elent, of not less than five citizens of the Un[ted States,
whose purposes are congatent with those of the National Rifle Assoutadon. Affiliation shall be
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Arode HI, 8ec. 8 Artlañe Hl, Sec. 6
Directors, which vote shall be cast as provided in Section 6. Rights and PrivHegasof Members- @eseBylaws. In order for such a member to cast (a)Allmembers who comply withtheregulations a vote at any meeting of members, a propedy andmeet the conditions specifiedfor anyparticu1st completed, fully paid application for lifetime match shall havethepdvilege of competingin such membership must have been received by the match whether conductedby theAssociatiorsor fto secretary on or before the fiftleth (50th) day pdor h affiliated organizations and of qualifying for such to the date of the meeting, or an annual member awardsasmay beestablishedby theAssociatlan. must have five years of consecutive membership, (b) All members shall have the pdvilege of asshown in the Association's membershiprecords, requesting and receiving fkom the Assoolation and such consecutivemembershipmust be in effect such advice and assistanceas may be currently on the fitieth (50th) daypdor to the meeting. available concerning small arms, ammunition and (2) Individual members who are not lifetime accessories,range construction, and organlution members or annual members with five (5) or and management of clubs and competitions, A more consecutive years of membership and reasonablechargemay be madeby the Association who are otherwise qualffled to vote pursuant to for such assistance, Section 6(e)(1) above,shall have the right to vote (c) Except as provided in this subsection,all for the seventysixth (76th) Director onthe occasion individual members of the Association shall be of the Annual Meeting of Members.
entitled to a subscription to the official journal as (f) Any member shaH have the tight a privilege of manbership. The Board of Directors to Cimulate end submit peGNons for may determine reduced dues or c:±P:-.:tic-.:: nominadng Dhuctors, to be signed by ibr Assoofate, Junior or undesignated Family memben entitled to vote, as provided In members of the Association, on the condition that Ardcle WH, 8ection 3,
such members electing to pay reduced dues or (g) Members of the Assoolation entitled to contdbutions shall not be entitled to a subscription vow and any a9illated cq-..:±::dien as definedin to the ofilof al joumal. Except es provided In gecdon 4(a) of this Artfole, shall have the right Article IV, Section l(a)(2), no Associate member, to petition fbr removal of any ofBcer, Director, or funior member, or undesignatedPamily member member of the Executive Council by the procedme shall be entitled to vote, provided in Article IX.
(d) All membersshallhavethe pdvil-p::: attend (h) Members of the Associationantitled to vote and be heard at all oflicial meetings of members, shall have the right to demand a special meeting and shall have the rfght to attend all meetings of of the members by the procedure provided in the Board of Directors, Executive Committee, and Scotion 8(b) of this Article.
standingandspecialcommitteesof theAssociation,
except during executivesessionsthereof Sectlen 7, Members HeMing OfBce.
(e)(I) Fully paid Ilfetime members and annual The holding of any office or membershipon any members with five or more consecutive years committee aball be contingentupon memberablpin of membership, as shown in the Association's goodstanding in this Association.
membership records,who have attained the age of
18 years on or before the flaleth (50th} day prior Sectlen 8. Meetings of Members. to the date of the annualmeeting of membersand .
(a) Annual Meeting of Members. The who are citizens of the United States of America Associatlan shall hold an Annual Meeting of shall be entitled to vote. Bach such member shall
Members to receive the report of the election of be entitled to oast a vote fbr not more than one pirectors sad to transact such other business as person for eachvacancyon the Board of Dhectors propedy'·-h®' --"-- atsuch thne to be fliled by the membershipat any election of "87 """"°'
Arikde 111,Soc. 11 . Artfde III, Sec.9
an arnwal budget and the compledon of an ammal and place as shan be determinedby the Board of audit.
Directors, but in no easefater than November30th
(a) R is the duty of organizatica members to of eachcalendaryear.Notice of thethneandplace
maintuIn their shootingranges in astateof adequate of such meedng shall bepublished mconsecutive
g
m operae ash- ranges in a safe manner lanuesof the ofBein1journal of theAssooladennot
edy
Wiced supervidon and to nonduct lessthan twico prior to theholding ofthemeedng-pmpam of sm11srms instreetion and (b) Speelal Meetings of Members. A special compendon in comp)lancewith theregulationsand meeting of members at the Association may be program of the Assadation ascurrently in ofthct. called at any time by the President,by theBoardof
Directors, or by the Executive Committechontpan Section 10. Voluntmy Drmination or demand,in writing, signed by not lessthan5% of
Membership themembersentitled tovote,andstatingthespedfla
(a) Any indMdual member may terminate bIs purpose of the inoposed racedng. Notice of the
or her membershipat any tbne by a resignationin dm, place and ob.jectof the apecialmeetingshall
writing sent by first ofussUnited states maf1to the be published ha consecutiveissuesof the official
secretary of theAssociation, but suchmemberwill journal of the Assocladon not Iessthantwice prior
not been6dedto anyrefund ofdues or contributions to the balding of themeedng.The thneandplaceof
suchmeeting shall befixed by the President.
(b) Any arganization reemberreay terminateits (c) Quorum. At any annunfor specialmeeting
rnembershipat any time by a vote of a maijority of 100 members entitled to vote shall constitute a
the membera of such organization st amWmgular 'l°°M5"
meeting or apecial meeting called ibr the purpoB4 (d) Pnsentation of Awards. No awardshall be
by a resignation in wriGng seeamparned by a presentedduring any meeting of memberswithout
copy of the minutes of said meedng sent by that theprior approval of theBoard of Directors,
elass Dnited States mail by the Sometary of tbo organizadonto the Secretaryof theAssoolation,but
.-Section 9. Duder of Members•
suchorganization:cember should not be entitled b , 3 (a) R is the duty of each mernber to assistIn
any reibnd of duesalready pald. every feasible manner in proracting the objectiven
of theAssooladonasset forth in Article II of these section IL Invotnutary Rs'mindon of Bylaws sad to actat all tirnesandIn everymatterin Membership sed Disciplinary a mannerbe0tting a sportsmanand agood etizen. Proceedings.
(b) It is the duty of the ofHemsof organisation (a) Default. Any member in defhult in payrnent membersto conduct theaffairs of theirorganization of dues shall be tenninated fran
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and In an ofBefeat manner, in secordancewith their thup all privileges of membership.orgardzatlan bylaws, and such programs and
(b) Discipune, Suspension and ExpuMon; reguladonsasmay,from tirno to time,be adoptedby Any individual or organlzation member may tlñs Association. Ofacers of organization members
be dladptined, suspended,or expelled fbr good shall maintain proper records and shallpromptly
cause, including but not Ibnited to, any conduct render such reports concerning membershish as a member that is contrary fa or in violadan of finances,facilities sad acudiiõs asmayberequested tbo Bylawa of the Assaalâ‡M; for having obtained fmm thne to time by the Association. In addition, rnembership in the AssocIntion by any Iklso or ofBeers of oflilfated orgaalzadon members shall
Inla1eading statement; or, without thnitadon conduct the affairs of the organization In afiscelly
conduct disruptive of the orderly operation of the respormiblemanner, including the developmentof
f-9 8
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ArUcfe W, Sec, 11
AM
4
Sea.n
AssociatJon(a pursuit of its als; viol (4) The Ethics Committee shall detennine obligation at loyalty to the Assonindon an whether the charges if proved would wanent objeofives; or wiGfhity making false
or mmepresentadons about the AssociaGon or
its representatives.No mernber so suspendeda (5) If the Eth es Committee determinus not expelled will be endtled to any reamd of doesor to dismissthe charBesJt shall proposea resolution contributions ahtady paid. providing for suspenslog expulsiog or other (c) Nottso and Kervice by MafL Where discipline as the sppropriate remedy in the event is regnked under this Seedc¾nonficanon"° fbechagos areproved or aheadng is not requested. be by personal service or by a
Amh
h
(6) The Secretary shall promptly notify class mailing and certifiedmah8 (o no address 6e accusedmember of Go proposed
sus¾,
of noord with the Secretary.Nodficationby mall OMPUMOR,of 0%er d by ma g a shall be deemedto bevebeanservedAvedaysader copy of the resolution. The Secrebuyshalf atelose mailing.
a copy of se complaint, the exbtbits If any, and (d) Procedure thr Dhelpline, 8 the Bylaws of the Association. The Secretary ExpaIda ' ª3' shall inthrm the accusedmember of the right to a headng as fuelnuâer provided and further inform (0 Any mornberof the Association In good the member that unless the member tequests a standing anay So a complaint with theSecretary
hearing in writing received by the Seestary within of ne Assooladen as st any Indiv)dual or fbrty-.five days after the date at such notice, the organization member, CompInints regarding a
proposedresolution will be submittedto the Board acraber's performanceor activity at a compet‰a of Dhec¾ra for adoption.
or compedifons shall be filed with theProtest
Committee and shafI be subject to 6 oced (7) If a headng la thnely requested, the ggy Secretary shall Immediately notify the Chairman processing by e E 9 of the Committee on Hearings, A Headng Board composedof three hearlag ofBoersshall be elected The complaint must be in wdtfng,
by and from (bn membershipof the Committee on 2'otarim0 and agned by the complainant. It
Hearings, none of whom shall have any personal must distinctly describe the cause for which me
W
in no proceeding. No more than two such member's discipline, suspension,or expulsion is hearing of5eets may be members of the Board of sought. No complaint shall be filed or considered
Directors or tbo Execodve Connoll. The hearing WA1 reSPectto the same facts or transactless as
officers shall choose a chahman from among acteadier fried cornpl t. Except for a complaint their membershlp, The Hearing Board shall bold hased upon a conviction for an offense whh a hearing opon at least shty days notice to the problbits the personhompossessing ar receMas
complatnant andthe accused. fireanna under federallaw or on facts which could
nothave boondisaawredendler with duediligeno (B) At the hearing, the complainant, the the complaint shall hebasedsolely on thets,ever
and transacdonethardalt have cocurrednot represented by counset The Chahman of the ean 31®° Hearlog Board shall presideat thehearing andmay Att ayears to he o e com la rul on a pro edural matters. Testimony shall be accompanythe complaint.
to the ommitten for B ha e is
omm a to 6e Board of Directors.
40
11
Arude Mr Sea 12 Artue
N
Sea. £ (10) Upon receiving the recommendatl 5 years to be put on the ballot for election to the the Hendog Boer4 or the pro Board of Directors. A request for such a waiver the Ethics Committee in the ovent a umst be substitted to the Secretary and received not thuely requested,the Boml of D not more than 45 days aner the a4lournment of Excoative Session,shan consider the su ™the most recent Armual Mooting of Members. at its next meeting and raay dismiss the On
Eneh such Dirmeter (except suchDirectors elected or, by a three-quartersvote, order the expul to El unexpired temis) shall 11oldomce
h
to suspension ar other discipffne of the adjoununent of the Amual Meeting ofMahm
member. at which his or her election as announced until the a ournment of the third Annual Meeting of n Proceedingsunder this
Members next,following such clection or mtif his or ber successoris elected andqualifledih terms If the accused person allows his or her of ofBee of such Directors shall continue to be so . mmbership to lapse by thiling to pay does or
ananged that one-third (1/3) of such tonne shall by resigning pending fmal disposition of the expire at eachAnnual Meadng of Membersor untl] complaint, then such person shall not be eligible their successornare electedandqualified. 10rejoin theAssociation without permissionof tbo Q) One 0) Director, elected as provided in (; Board ofDirectors. Article VIIE, Section 4, shall bold ofHeefrom the fi
adjournment of the Annual Meeting of Members Section 11 Committee on Henrings. at whloh he was elected until the adjournment of
W
Committeeon Hearings shnil beapW
the next Armual Meethig of Meinbers, or ond1a by the Presidentand composedof minsmembers 8ª°°essor laelected and qualificct
untitled to vote, no more than six of whom shs]I - (b) Cooviction of a felony shall be a bemembersofthe Board ofDhectors orExecut|ve disquallacation fbe notnination to or service onthe Council
Board ofDirectors unlessthe Boardfor goodcause defennines to the contrary.
ARTICLE
N
seenon 2. Powers and Dattes.The Board of Directors shalt fonsulate the .-.', Sourd of Directora
pollelos and govern and have general oversight of flic affairs and paperty of the Assoolation, in -
®Pden'
accordanoewith spplicable law andtheseBylaws. (a) The Board of Dhectors shall consist or The Board shall clect ftom emongits ownmembers seventy six (76) Dütctors asfollows: a President and ane (1) or mose Vice Plesidents. (1) Seventy-five (75) Directors, elected It shall also elcot the Executive Vice PresiderA for three (3) year terms as provided in Article Secretary and "heasurer of the Associatlan, VIII froin lifetime members of the Assoblation members of the Executive Committee, ed may who are entitled to vote and have been lifetime elect mornbers to the Executive Counell AN mainbera for a minhnum of 5 years at the time vacendes In me
Bed
occtm*)g befmpen ofnominathn. 'This tenure requirement shall not MDular electior‡e br eny reason ahell be aEect any director serving as of April 29, 20] 9. #Hed by pamone who tan and test an fhe he Ikecative Committee may, by a vote of the most meant ina# ba#of In mnkoW
of melodty of the mornbers present at a meeting nunabar at mes meeked; and each such called by the President, either by telephone or in Person shanserve unW the adfournment of person, waive this tenure mquIrementand allow a the next Annual Meeting of nfambers ]lfhtime memberwhohas beensuchfbt Awar thenDocuSignEnvelopeID: 2BA8E21B-ACD4-4418-8926-AC2B7B848DAB
.. Attfde IV 8e0.6
or upon demand in writing atatingthe Any , OMcer, or omP o3 e of N)p
object of the proposedmeeting and aIgnedby not Assoofedon who b also a member of the
less than a majority of tbo Board, Notice of the govem/ng body of any corporate, thne, place and object of such speoist meetings or other entity (whether ea trustee, di ector, shall be mailed to each Dheetor st least 30 days
0M8ar, parbten or the Rhe) before the date otholding suchmeetings. which receives hwn the Association any
payment(s) hw goods or services which
kts/ /n aroese of 4000 eRher wlmh of the Board of Directors 25 m a year or purauant to any contract or Con'*¤'® * 4""®
conhacts originatfng within a year shall
(d) Upon a request of 20% of the membership knmediately ñle a wrniert statement of ag of the Board of Directors present, a roll call vote such businese as to the nance and amount shall be taken on any spoolfled quation. EVery thereof, to the best of his or her knowledge, such roll can vote, together wlm the with the 8ecra shaH tranam t such Bp8oliled que8tion, shalt be pubffshed by statement to th 80ant of Directors at its the Secratory In the cMofaf loumsf wMahs nextmeeNng andwho shellincludeaff such 90 days. . statemonts In the Secretary s report et Hre (e) upon requestof 2096of the membershipof next Armual Meeting of Membenh the Board of Dhectors present, the names of the persons voting in the affi-½, in the negative Secthm3.
Meedngs-and the abstaining, p11berecongedin the ntinutes (a) Regular Maedage Thera shaU be #Wee of the meeting but not published in the Official tvgular meetings of the Bosni of Directors Joumah
1 ha each A §rst regular meeting of the
e \ Board Directors shall be held wñbin one section 4. Indenmiscation and Advanceme•t or week alter the Annual Maetmg of Members Expenses of Mrectors of the and after the election and metanathm of Assoclation.
rsewly elected membam of the Board of The indenmification and advancerment of Directors as m.•:wrr.ad at the Atmual e9emes of Directors granted pursuant to, or Meeting of Members. At this meeting of provided by, the corpomte laws af the stateunder the Board of Direclots, the omcers Ibr . whfah the Association is incorporated shall me be ensuing terms shall be elected and such exclusive of pay other rights to which a Director other bushseas transacted as may properly secung cadmeacetion or adyanostnent at come behre the meeting. The second expensesmay be entitled, and eachDirector shall mgular meeting of the Board of Directom be entided to suab indenanticatin and expenses shall be held approximately 120 days sher •·--my to the fuUest extent requested in the Annual Meeting of Members.The third writing tatheseemtaryor ExecutiveVicehendent regrr at meethag at the Board of Dimotors by suchDirector unlessund anly alous 1xchlwed shan be held approximahQy NO days aner by corporare laws of the state under whkh the the Anmraf Meeting of Members, The exact Aw~±·,tha Is incorporated.
time and place of each meeting may be . o determined bythe Bonni of Dhactors at the
peV Ion meedng, reasonable notice bome ohen.
(b) Special Meethngs.A special meeting of the Board of Directors may beheld at any time an the can of TheTresident,or by action of the Executive
Ardcle y Sea.2 NHCM
W
2 Committee on Blactions, the President shall be an ARTICLE Vex omelo membenwim vote, of an commutees. Officere (3) Except as otherwise predded in these
Bylaws, thePresidentshall appoint a(I standingand Beetlan 1. Number and Election. spealalcommitteesof theAssoafation.
(a) The odimers of the Associagan shall be (4)
h
Presidentshall perfbrm all suchother a President, one or more Vice Presidents, an dutiesasusually pertain to the ofRoe,Executive Vice Pmident, a Secretary,ahasurer, (b) Vice Paidents.
h
Vice President shall an Execudve Director of the NanonalHe
pectormthe dudes of the Presidentin the absence Association General Operations,and an Execudye or at the requestof the President.In casea vacancy Dhector of the National Rine AssociationIttstitute shan occur in the ofBoo af the Proaldent, the first fbe Legislative Action.h
President and Vice Vice President shall become President and shall Plesidents shaH be elected annuaDyby and hom serve for the balance of the tena In case more the Board of Dheators.W
ExecuHve viam than oneVice President1selectedby the Board of President, Secretaryandhasuret shall be elected Directors, each Vice Presldent ahall be designated annually by the Board of Directors, andthey shan In ancoessionby manhen and in caseof avacancy serve untlI thoIt successorshave been electedand shall succeed to the next higher office. With qualifred. The Executive woe Presidettt shay . the exceptions of the Nominating Committee, be elected by the Boani of Directore.In me the Committee an Hearings and Conunitteo on enterst that the OffMe of the Executhm VFoe Elections, the Vice Presidents shall be ex ofHolo Freefdent becomes vacant, thesucceedhag members,with vote, of pll committees.&
Vice EDiacuthe Wee PresidentshaH be elected by Presidents ahall perform anch duties as may be the Board of DIractora at its nant meeUng. delegatedby the Presidentor assignedby eitherthe he President may not succeedhimself or herself Presldentor the Board of Directors.more than once, after beingelectedto servea fuu . (c) Executive Vice President. The Bxecutive tenh except that Charlton Heston inay snoceed
-VIce President shall direct all the aftbirs of the himself as President a secondtime for the term . Association in accordancewith the programs and commencingin the year2000and endingIn theyear poHoles established by the Board of Directors. 2001, and a third time for the term commenologin . Among his authorities,the Executive Vice President the year 2001 and ending in the year 2002, and a shallbe empoweredto (1) appoint,suspendwith or fourth time for the termcommenslug in the year
without pay, or remove the Executive Dhootor of 2002 and ending in the year 2003. When two (2) the National R1BeAssoelatim General Operations or tnero candidatesmonominatedfor omce, voting . or the Executive Director of the National Rifle Ibr ofBecesshaUbe by written banot,
Association Institute for Legislative Action; } (b) The Board atay not abolish said s ' suspend with pay the Secretary or the 'Ikeasurer otRoes ssor create any other oAYoes. until the next meedng of the Executive Comraittee or the Board of Directors, whichever occura first; Section 2. Duties of Omeers, and (3) employ, suspendwith or without pay, or
(a) hesident. d1851885"Y 0"P 07°
(1) The PresidentaballpresideataUmeetings Secret e , ader a of the Assoolation, of thoBoard of Dircatara andof direction of the Executive Vice President, shaH the Executive Committee. have the following datles. (1) have charge of
the ambives of the Association; (2) attend to the ) With the excepdons of the Noadnatin8 proper pubIfeation of ofEolal notices and reports, Connnfttee, the Commfttoo on Hearings and the
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ArtMs WSea. 3 The Executfua Dhector
d
foe Nw8onstRNic attestdocuments,andperfoun such other dutiesas Assoolation Instthete tur LeghMn Actlan usually pertalu to the office; (3) have such other the g#fooffend
#ss Oscutive dutiesasinay be assigradâom time to thne by the Wee PresMent Conduct the legislaHuey Bond ofDirectors, 61oExecudn Commutec, and( legal, inthnnellonal, nmd 1816l¤G actf|Mths, ar the hecutin Vice Pasident an4 (4) shall beermflonet, administrative and timmelaf Scoretaryof the Board of Directors, the lhecutive of
h
In#¤e
with the Committee, the Nominating Committee andh
programsand polleles establishedby the Board ofCommittee on Elections,
Directors. The Executive Director of the Institute (e) heasuren
h
hasurer shall operate shall appointa Fiscal Officer who shall havecharge in accordance with the financial policles set of the books of account of the Institute, and said fbrth by the Board of Dhectors or the Exeontive Piscal Officer shall assist the firm of Certified Couunittee, and shall have chargeof the books of Public Accomitants selected to make an annal accountandfinancial opera6onsoftheAssociaGen. audk ofthe hooks of accountof theInstitute, andin The 1kwasumraball regularly report his or her the prepeationofa statementoffinancialconditiœ reconunendations regarding the financial affairs ofthe Institute to be included asa part of the audit of the Assoolation to the Floece Committee. andincorporated in thostatementofcondftionofthe Bxecutive Vice President,the Board of Dhectors, National Rifle Associatfort of America refened to and1heExecutive committee. The hasurer shall insubsection2(e) ofthis Artfole. The fhndsdonated assista thm of certified publio accountantsselected to the Association for the use of the Institute or by the Board of Dhectors to make an annualaudit allocated andtransferred by dhection of the Board of the Association's books of account and prepare of Directors @omthe Association's other funds, a statementof financial conditions as of the close or widch are atherwise received by the Institute, of each fiscal year as may be estabBahedby the shall be placed in such bank or banks, as may be Board ofDheotors, andshall fundah a copyofsuch designatedby the Board of Directors in accounts statement, together with the certifloate of audit, designated as "The Natlanal Rifle Association. to each member of the Board of Directors.‰
Institute Account," and may be withdrawn or on unds of the Association shall be placed in such . cheolcsalgnedby the Fiscal Officer of theInstitute bank or banks as may be designatedby the Board and suchother signaturesasthe Board ofDimotors of Directors. The hasurer shall have such other may prescribet provided, however, that the Board duties asmay be assfgnedto him or her from time of Directors may authorIEethe catablishment of to time by the Board of Directors, the Brecutive special accounts for speelce cperationa ar for Committee, and/or the Executive Vice President. the payment of roudne bills not rerpgring the (f) Executive Director of dhe National Rifle Fiscal Ofilcer's signature. Onec each fiscal year AssocIntlen General Operettens.h
Executive the hasurer of the AssocianongW
an Director of the National Rifle Association General Intemal audit of the books of the hastituteand of operations shall have such powers and duties as Its general Snane1al condition.h
Execathre delegatedtohhn 8um thneto timeby theIkecutive Director, Fiscal Officer and the staff of the Insthute Vice President.In case.of a vacatoy in the offlee shall assistthe Weasurerin suchfatemel aun of the Execgtive Vice President, the Executive (h)h
Executive vies President, the Secretars Director of the National RiSe Association General the Deasurer, the lhmoutive Director of the Operations shall sutomatically bcoome the National Rifle Assoniatfoa General Operationn Brecutive Vice President and serve as such untl! and the Executive Dhector of the National Rifle the next meaffrig of the Boostiof Directors- AssoelationInstitute for I.mgisWyoAedon shall be (g) Exeentive Director of the National RIAe ex ofBaio members,with voicebut without vote, of Association Institute for I.agislative Aceton. the Board of Directons the Execut'1veCommitteeand all compdttees, apecial and standing, of the
ArUcle V Sco. 5 Artue ¾ 8eo, 3
either regular or speelat,of the Board of Directors. Associattan, except the Nefeating Comunittee,
Any suchOscer may be removedwith or widtout ttee on n, cers Compensation
causeat any time by the Board of Dheotors, by a Committco and committee on Elections, and
him·
s (34)
h
vote of the members shall be authorized but not required to attend theof the Board ofDirectors present at any regularor meetings; provided, however, that the aforesaid
specialmeetlag of the Board of Directors. No vote omoors shan not attemi or par1icipatein executive
on removal may be taken unlessat leastfdteen(15) sessions except by invitation of the mspective
dpde
in wddag shal have beengiven to the committee or Board,
agear of the proposedremoval and of arg charges preferred (ff the proposedremoval is fbr eame)and Section 1 Suspeadou and Ramoval
of the time and place of the meetingof the Board of (a) Elected Nen-salaried OfHeers.Any elected Directors at which suchchargesshallbe considered. non-salarfed ofRear of the Association may be Notice ofthe time,place and objectof suchmeethg suspendedwith or without causeby the Execudve vdth a full copy of any chargespreferred shall be Carmnittee by athree-fourths (3/4) affinnative vote maHedto each member of the Board of Dheatorn ofthe membersof theExecutiveCoomdtteepresent at leastfdteen (15) daysIn advane of the meeting, at any regular or spealalmeeting, suchsuspenslen At such meeting, the of&cor whose removal h to be egeodve until the next meeting,eitherregular . proposedaball be secorded a fW1hearing and may or special, of the Board of Directors. Any such be representedby counsel.
ofBeer may be removed with or without eauseby
the Bond of DIrectors, by a 1hree-fomths(3/4) section 4, Vacandes. afBrmative vote of the members of the Board of
Mcept as otherwise provided in Section 2(o) Directors presentat anyregular or specialmeeting
anMi) hereof,in the eventef the death,resignation, . of the Board of Directors. No vote on suspension
suspension,removal or pennaoent disabHhyof any or removal may betakenmitessst leastfifteen (13 ofricer, the vacancy thereby emused2ne be fuled days notice in writing shall have beengiven to the
by theExceutive Coramittee untft the next meeting ofBoer of the proposed:arp=±n or removal and of the Board of Directors. Except as omerwise of anychargespreferred(ifthe proposedsuspenslen
provided in Section2(b) and (c), hereof, theBoard or removal is for cause)and of the dmeandplace p p of Directors shall elect a replacement to serveout of the meedng of the Executive Committee or of ., the balanceof Re term of any anobofRcer. the Board of Directors, at which such chargeswH1 ,
be considomd.Noscc of the time, placeand object Sectlen 5. Compeasation. of such aieeting, with a fbil copy of any charges
(a) No Director or member of the Executive procured shall be mailed to cach member of the
connell shan reeaive any salary or other private Executjve Committee or of the Board of Directors
emalpw
by asoladon at least Afteen(15) daysin advanceof themeeting.a the Board of Directors or an authorfzed At such meeting the ofHeer whose suspensionor
committee thereof, but all such liersons shall be removalis proposedaball beaccordedafbit hearies
entitled to rehabursementfbr expensesIncurred on andmay berepma y counset
behalf of the Association, to such extent asmay be (b) Elected Salarf ad OAlcers. Any Officer authorized ar approvedby the Board of Directora electedby the Board of Directors whois a salaried ·
(b) Them shall to an OfRcers Compensa8on employeemay hesuspendedwith or without cause
Committee, which shall consist of the President, f : andwith or without pay atanytimeby theExecudve
who shall serve as the Chairman, the Pirat Vice Committee by a three-fearths (3/4) affbmative Presides and the SecondVice President. In cano vote of the mornbersof the Executive Committee
thme abaU be no Second Vice President, the present at any regular or speofal meeting. Such
suspensionshall be ofthetive until thenext aneeting,
21 20
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Athe V Sec, 6 ArM6
W, Bec.4 Ptesident shaH appoint a Director to serveIn hfs heroinprovided.
place.
(b) The 20membersoftho ExecutiveCommhtee (c)ArtheM1s-±'.gofthcDIrc0tors,the0herg nominated by to Nominating Committen or tom CompensationCommittee shanrecommendto the the floor at any meeting of the Board of Dircators, Board, and the Board shall, at the samesteedng, and elected anandly by ed @om said Board, establishby maolution the autbadzedcompensation abaHsene untH their successorsam
h
W
Ibr the next budget year for aH electedsalaried quaHfied.emcers, who abaUbethe ExecutiveVicePresident,
the sectatary, and theTreasurer.Nothing contained Section L Powers and Duties.
hereinshall precludeother meetingsof theO$oers The Executive Committee shall exerciseaHthe CompensationCotnmittee anmay be onlledby the
powen of the Board of Directon when soldBoard f0sideRt,Whlch may lnclude considention of the ]g not In gagg]00,OthCt(b32the POWerO salaries of newly clected salarled o&ers or of
(a) or amend the BylawA or adaptmow Prospectivecandtdatesto fill vacanefesamongthe Bylaws·
elected salaried officers pursuant to the provlaions
of Artfofe V,Section 4 of theseBylaws.
M
(b) Fill vacancieson the Board of Dhectors or doHberations by the Board of Directors the Execudve Columktec;concerning anch compensationshall be held in an (c) Pix the compensation of Directors at executive session, at which none of the ofHeers ODicers;
whoeccompensationis to be or is beingestablished
(d) Removea Director, with or withoufoause; may attend,exceptfor the lhnited time andlimited
W
or mal any Mudom
d
theB¾
. . pmpose of answerhig quesdons askedby any which by its terms shall not be amendable or member of the Boanl of Directors at themeedng*
repealable; (d) 'Ihe compensation of the Bxecutive
Director of ibe National Rifle Associathm Ocneral (f) Adopt and dissentinateaMamental change Operations and the B×ecutive Director of the of view, or basic polloy, or basic organizsdonal National Rifle Association Institute for Legisladve structure of the Assoolation;
. Action shau be establishedby theBxecutive Vice
(s) APP1ovethe submleston of matters to the . . President.
members, or submit to the members any action .
requiring member approval under the applicable Section 6. Bonds.
statute;
All ofHocraand emplayceshandlingmoneysat (b) Purchase, seD, rnortgage, or lease real theAssociation shalf be bondedin anchmnountas property of the Asan:ia or edopt a corporate may be determined by the Board of Directors. he resolution recommendingthe sale,leasg exebany expenseof fhrrdshing suchhoodashall bepaidby or other disposition of all or substantiaHyaUthe the Association,
assetsof the Association, or authorize major new constructlan;
(t)Present apetition for judicip1dissolution, or to ARTICLE VI
adoptplans ormerger, consolidation,arnanjudiatal Ereoutlve Committee
hM±
d
h
SaCAW
h
Dimators, members of the Executive Cousell, or employees|or(a) There shall be an ]heoudve Committee j consisting of the President,any Vice Preddontsand 20 membereatectedfrom theBoard of Directors as 22
ArtfoñeV11,Sea 1 Arikse Vll, Sec.3 and the Board of Directors, Any member of ttds Association of such major sigulficance as to Assaolation whose advice and counsel, In the wanant action by the full Board of D1motors· opinion of the Board of Directors, will be valuable to the e-d-±a welfhre of the Assoolationmay be Sec6on 3. Vacaneles in the Executive alectedthereto for life by safd Board of Directors.
(b) Any member of the Association may A vacancy in the Executive Cenunittee may be m-±±-d by any member of the Board of be flUed by a m jority vote of the unthe Board of Directors or Executive Council and be electedto
Dh
the Executive Councl1for life subjectto removal as provided In Scotion 3 by saidBoard of Directors. Section 4. Meetings of the ExecutiveSection L Rights and Privileges,
(a) M e Core/tles (a) The membersof the Executlve Couno[1shall
W
be I eld an Hse ants of the President, havethe right to sit with the Executive Committee assonable notica being given. and Board of Dhectorg at all regular and apacfel (b) A apedal meeting shall be ealled by the meetings,including any executivesessionsthereof. President within twmty, --,- (21) days of receipt The Bxcontive Council members shall have all by the Secretaryof a demandin writing statingthe rights and privileges of membersof the Bxecutive specific ob.tcotof the proposedmeeting andsigned Committee or full Board of Directors, including the by no lessthan a majority of the commktoe. right t0 BponsorBylaw amendments,to introduce (c)Notice of the time andplace of anyExecutive or second motions, debate,serve as a fbII voting Canunittee meeting, and the stated specific object member on, a as chairman or vice chairman of anyspecialmeeting,shallbesentto eachmember of standing or apealat committees; but Council of the conunittee, the Board of Dhectors, and the members who are not members of the Boord of Bxecutiva CococR Other than fbr acoh
Directore aball have no right to vote at meetings of telephone meethig pursuant to Article the Bxecutive Committeeor the Board of Dbectors. Section 7, such notice shall be sent at least five (b) The Excoutive Council aball perfannsuch (5) businessdays in advance of the meeting, For actsandduties asmaybe speefficaUydelegatedto ft a ocnferencetelephone meeting, suchnotice shall by theseBylaws, or by the President,theExecutive be sentat least48 hours in advanceof the meethg, committee or the Board of Directors,exceptthat noticesent lessthan 48 hoursin advance (c) Any member may serve shnultaneously on shall be deemed aufEclent upon cGafiiiaGon of the Board of Directors and the Executive Council. delivery to all membersof the committee.Members
of the Board of Dhectors who are not members Section 3. Removal. of the counmitteeshall be entitled to·attend such
Any member of the Executive Council may
q
meesigs at their own expense' . be removed for causeby the Board of Directora (d) Twelvemembersof theExecutive Cocamlttee at any regular or special meeting of the Board shall constitutea quanan· of Direckira pursuant to procedures outlined in. J Article V, Section3(a).
ARTICLEVfl furthin Article UI, Section 11(b) of these Bylaws.FM the PWPosenof
Mcle
w
is set Exeautlve CouncilSecttamL Compednan,
(a) There shall be an Executive Counell which shall be advisory to the Executive Committee 24
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ArtMe VIff, Sea, 1 Artide VHI, Soc.2
council shaH be electedL In asse of a fle ARTICLE VBI er the test uncancy a run-oW vote shaH . be conducted between Me nominees God. Nomination and Election Pmcedures (For A Director whose tenn earptres at the end Elastion of Director by the Man Ballot) of the ensuksg year shan not be
t\or election to the Nominathe
8ection 1. Nondnating Committee. Notwithetending any other provlabn of (a) At each agular meeting of the Swee Byfaws, no pemon eMahd to Ma Boanf of Directom next followlng the Naninating CwnmRtee sheR be augRde
W
Annual Meadng of Members, the Board electhn as a &nho the tenum of shaH elect, by secret baHot, a NG:;1%jng the Nominathg Canwneaatowhichhe was Commutee which shaH be responsfhte for elected; nor shall any otWcer be a member nomination of Directors, membere of Me or ex otnclo member of the Nominathmg . BrecuNve CommMteer andoincers who are Commhtee,to be elected at the next ammal meethrg (o) No person shall be eligible fby elecdonto the of members or at a subsequent mee0ng Norninating Committeemore oAenthan onceevery ; of the Board of Directors. Any Vacacoyin three years.
the Nominating Comrnittee occuning between
regular amaul elections may be fliled by m ority Section2. Nomination and Elecsion of Directors. vote of the Board of Directors. The ^'c±±# (a) Directors shall be elected from arnong the CommitMe shelf also serve as an appeals lifethne members of the Association. Annual board of first tesort by members seekin8 nominations to fill vacancies on the Board of to 000test a ruHng by the Secretary of the . -- Directors shall be made by the Nomlanting . . . AssoulaUon as to the usHdny of a peGNon
h*an
and by the members through the or nominaUon of a candidate to elected petition process described in this Article. Annual ofRce in the Associetlan• electione shall be by man ballot vote of membus (b) The Nominating Commutee sha1) entitled to vote, The Committee on Blactions shall be composed of nkre mornbors entiUed be responsiblefor the tabulation of the votes, and to Vote, no more than abr of whom shaH shall report the resultsof the election at the Annual be membera of the Board of Directora Meeting of Membem.Theprovisions of this Article or Executive CouncH, Nominations by do not apply to the fmhg of inferim vacancieson election to the Nominating Committee the Board of Directors, asprovided in Artide IV, . shan be made Wom the troar. Followl the section 2.- close of nominations t\or membersh p on
(b) Not later than 240 days prior to each the Nominating Comm.™se, each Director Annual Meeting of Members, the secretary . present at ,the meeting shall recelve one shall provide notico in the offielal Jeumal of the ballot Hating the nominees, ort which he Is Associadon of the date and place of such Annual entitled to cast not more than one vote hr Mooting, of the date and place of the meeting of each of nho nominees, of whom not mom the Nominating Committee at whleh nominations then six may be members of the Board fbr Director will be made, and of the procedure fbr of Directors or the E)tecutive CouncH.,AW r±ª-:.±a and eleetton of Directors, 'nie notino nominees br the NomMathg Committee shall be accompaniedby a blank form requesting shan be voted on together, with the nhe tbo recommaulation of •=1table siomimes to be teceivl the greatoot number of votes considered by the Nombating Committee. An being d; provided, however, that no individual or
-
Sn memberiney make eno more than six nominees who are membemArMeWil Soc.2 ArM6VW,Bea.2
Article HI, Section 6(e)(1) must have beenmet on or more recommendations.
‰
Secretary shall or befom the flNeth (50th) day prior tn the Annual again give notideation of the Ammal Meeting of Meeting of Members, and a properly completed, Membera by publication In the o@clai journal of fully paid application fbrlifbtlma membershipmust the Association not less than 30 days prior to the havebeenreceived, or anannualrnembermusehave time of suchAnnant Meeting of Members- five or more years of consooutivemembership, as (c) Recommendationsfor nomination by the down in the Associetton's membership records, Nominating Committee must be received by the on the fiftieth (50%) day prior to the date of the Secretary not less than twenty days prior to the Annual Meeting at which the election of directors published clateof the meeting of the Nominating Is announced.munittee to select notninees for the omoe of
(2) The ballot shall Ilst thereonthe names, Director. 'Its Secretaryshall promptly confirm th° okies and states of principal residence of at elf gibility ofpersonsrecommendedandtransmit the nomineesproposedby theNominating Committee, recommendationsto the Nondnating
h½'
citid dates of prinolpal .(d) Not less than one hundred olgbty 0 80) residencoofthosenominated bythe petitionprouces days prior to the Annual Meeting of Members the pursuantto the provisions of scetion3 hereof. The Namfnating Commktec shall meet to select from arder of the nameson the ballot shall be rotated among the membersentitled to hold the offica of asdetermined by the Committee on Elections. The Director a list of seminees.Not lessthan sixty (60) ballot shall provide five Nank spacesfor write-days prior to the Annual MeeUng of Members,the in candidates.A retum envelope with means for namesofthe nomineesselectedby the Norninating authentication, including a place for signature and Committee and by the petition process desorlbed addressof the member,sha]]be enclosedwith each in Section 3 shall be published in the ofuctal ballot. The final date on or before whfoh the ballot
ournal of the Assoelation, together with a short must be received by the Association in order fbr It biographloal sketchof each.RippMoal sketches to be counted shall be shown clearly on the face of shall be limited to blographical facts and shaGbe the ballot.
submitted to the Secretary of the Assodation by (f) A member cllgible and desiring to vote each candidateand shall be sworn to or affirmed shall oteady mark his ballot for his choice of by the candidateasbeing truthful In every respect. . Dh·eators.He may make his selection fmm the list Any willful material misrepresentationcontained of candidatesprinted an saidhallot, and/or he may thorcin shall Invalidatethe candidneyprovided that wdh as
m
together wie die eity and state of . ' (1) auchmisrepresentationshall first be brought to prinolpal residency of each other member whom the attention of the candidate by the Secretary,and he wishes to be on the Board and betteves to be (2) the candidatepersists in tba inclusion of such eligible to hold the odice ofDirector.In any event, misrepresentationin the biography by subraitting a if his ballot is to be valid, he must not vote for a flather swom statementor aSlanation reaBhudng number of candidatesgreaterthan the total number the truthfulness thereofW
deemon of the ofDhectors to beolected by the mall ballet Having Sacrataryof the Association in matters conceming markedhis ballot and signedthe authentlottion, the biographiesshall be final• memberamst place and scalthe ballot in the retum C . (e)(1) At least forty-five (45) days prior to envelope. Any ballot received by the Anneciation the date of the Annual Meeting of Members. later (ban the 20th day preceding the date of as the secretary shall mall a printed ballot to each Annual Meeting of Members shall be irtvalid end member entitled to vote as provided in Article III, shall not be openedor counted.Scotton 6(e)(1), dircoted to his Inst address on Pdor b te Anad
Mg
ofMembers the record with the Secretary;provided, however, eat President eachyear shall appalet a Committnc an to recolvesaid ballot all qualifications describedinDocuSignEnvelopeID: 2BA8E21B-ACD4-4418-8926-AC2B7B848DAB
ArtideVW, Sec,2 Artw VlHSea 8
Blectiong no memberof which shall Mmself be a the eIcction shall be deemedto have beenwaived nominee proposedby the Nombiating Committee and the ballots and return swetopes bacluding or by the petition processdescribed In Section 3
hereof to conduct theelectim of Dheotors. It shall
h
Cannuittee on Eleotlans shall serve as be he duty of thatCommitteeto determinewhether election tellers and the chahan of the committee every member elected to the office of Dimotor b shall announce the results of the election when eliEible fo hold the ofHce. The Executive Vice called upon to do so by the presiding ofHourat the President shall, at the request of the President or Annual Meeting of Members. The chabmanof the the Chahmanof the Committeeon Elections,make Committee on Electfons shall include in his report available such employees of the AssociaHon m . thetotalnumber ofballotsrcoelved, thetotalnumber ). may be necessaryto assist the Committee In the of all baHotsjydged valid andjudged invalid, and examination and validation of tbo ballots as set the total aumber of votes recolved by eachperson. for6 in subsecdon(h) of thfs soodon. The chak- shall declareelectedto regular three (h) Upon the receipt of a ballot by (bo oraonswho mnumbersW
Assoolatle on ar befbrethe prescribedlatest date to the number of suc vacanoles,receivethelargest the Committee en Elections shall verify the name munberonze was o and shalfdeclareeW W of the voter againstthe rons of members entitled upecified incomplete terms, if any, beginning with to vote, andverify the allgibility to hold the office the longest ramaining incomplete term or terms, of Director of any write-in armes on the ballot those personswho receive the ner.t largestnumber A ballot shall he invulld if not cast on the ofHoia of votes cast. In the event ofa tia vote betweentwo printed banot fan provided by to ; a or more perannafor the last venancyto befilled m if not received by IbnAssociation on or before the any ten at issue, the tie shall be decided by lot prescribedlatest date specified on the ballot; or if **** °" not authenticatedby a member entitled to vote; er °"AIf more than one ballot is received from the same (k) The maults of the election by anail ballot as voter; ar if the ballor is not olearly marked; or if announcedat the ammalmeeting shall bopublished the ballot containsmore than onevote for a single in the of5chl Jomnal wf thin 90 days after such candidate;or if the ballot contains votes for more announcement,
than the number who are to be elected Directors.
No ballot shall be invalidated for failure to contain Section 3. Nominalton of Directore by Petitfam. avote for enepersonfor eachofthe vacapetesto be (a) of eddnion to such persons as are filled at said electims selected by |he Momhtatlerg commNfee as (1)A ballot judged invalid shall bave the reason provicted hr Sectkm 2 of mla Articfe, an noted thereon and be initiated by the person who hidishhmi qmtimocf to haht oMce may be examined it. All ballots, whether Judged valid 5""-½i 16r Dkeetor by petMon of the or invalid, and sH retened envelopes, ine1mEng memDeta
authentication,ahallbepreservedbytheAssociation (b) Any member ("sponsor¶ may fbr 120days.Up to that time, any mernber entitled citoulate a pe6tion caGing §|or the to vote may make application to the Executive nominetton of a q;:::f¼d member lbr a . Committee er the Bosni of Directors, whlabever the ofMce of Dhwater. A petWon shaH be shall meetthat, fbr acanvassor recount upon anch waWstonly H recehred by the Secretary not terms and conditions as that body inay prescribe, more than 45 days after the atmotatced and for redress thereafter, if appropriate. If no date of the meeting of the IUominatfrw such application is made before the time herem Committee to select namhtese t\or fire specified, alt protests and grievances conceming offloe of DInuctor. A pet\Non may consist
Article VHI, Sea. 3 Article VIU,Sec 3 (c) The Seosetary shaH Immediately sus sted by nomine T detennine the vaudity of an peHthna Secretary shan presodbe the krmet of the
patlHon and hunish krms upon request.
No petMon Mr ac:2ation of a person b . (d) in the e ent the peHtion sheH have for the ofRoe of Director shot contain the been Ibund frwaHd, the Secnetary sicaH name of more than one proposed nominee, . immedMtely nouty me pmposed nominee nor shaH a pentbn be submitted to the and the aponsoWe) stethsg the reasons Secretary which contains the name of more br suoft ruUng. The proposed nominee or then one pmposed nominee per sheat. No & SPOneOf may aPPeel Urls ruHng to the poution thr nomination of a person hr the 'ninating Committes In wdfing within office of Dhector shall be vand without me burteen days of such notice, if me pettiton proposed nominee s mitten permiselon Is rtrkd valid by me NG;n::".g Commntse, Chrd with the Secretery on or behre the proposed nominee shell be oerdHed the last day for submiselon of ®•wm. as a nominee. If the petition is dented by The petition may contain a brieTrade Use NaninaHng CanmHtee, the proposed approved by the proposed nothinee The nominee or a sponsor may appeal to the name of a sponsor(s) shan be Indloated on Bosni of Dkeotors who shan act ort the each sheet of the petition.The petlUon must appeal et the next Board meeting. If saht bear the original henckvilitan signatures, Board rules the petition vaHd, me pmposed .. names, membership IdentHication numbers, nominee shaH be declared a nomhtee tor r . eddresses and date of signing of a the next annual eleotton of Directore.
number of membere eHsible to vote that (e) On the offlolal beHot hr the election is not less than 0.5% of the number' of of Directors, no persons nominated by valid ballots cast In the most recent mall petition nor by the Nominating Committee baHot election of directors, whloh number shan be so designated. Nothing contained shaH be provided by the Secretary to any in this section shall prohibit pubHoetton of member upon request Gaoh petithn shan the Report of the Nc.-frt"-: Commithe indicate the proposed nominee's principal kr any copy of the AssoclaUon's offlolel ofty and state of residence, and not more lournals; nor prohibit an candidate hom , than Hve petithn nominees shaN be from designating the mothe or methods of
, . any one state dur ng any one year. In the nornination M his or her b!caryphical event there are petitions for more than five eketch; nor rohibit ·fd advertisements . proposed nomlnese fmm one state, the Hve hom contal ng such ..h.--9er
proposed nombees who have the greatest (f)AH -•™EceMe rides of Sect½n 2 of thle number of signaturee on the petition shan Artfole sÑÓl apply equauy to an norninese, . be nominated; pmvided, however, that in wlsother selected by petition or Nc:-.Mn:
case of ties, the Nominethrg Committee. Commit ee. sheH select by fot emong those havhrg the
same number of petlHon eignaturna. in no event shaN the date of signhts be prior to the adjoumment of the most recent annual meeting of members,
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At de IX, Soc.2 Section 4. EIaction One Director at Aannot gre or recatving thearms under federal kny, or In One Dimater shall be elected for a one-year casse of newly discoveted evidence whfeh term on the cocasion of eachAnnual Meeting of could not trave been discovered earHat Members by a pluralNy of the votes cast by those evRh due oMgence, shall be based sobly individual mornbers present in person (and not on tacts, events, and trunesothns dat by proxy) who are entitled to vote pursuant to shati have occurred not more thast fisrae Artfole IH, Sectfon 6(c). Such Director shan years prior to the tufng of the petittorv, No be rhosen only &om those penens who were petlUon shaH be tiled or considated with suminated nscandidatesfor electlanlbr Dhector in ;wspect to the same facts or transac6ons thornail ballot (Article VIU)hnmediately preceding as an earlier tiled peUtion tor the arnover amidAnnualMeeting efMembers, but who tsflod to of the same person, or If n coritafns efNM be clected thereby. talso ataternents .or misrepresentations, or
If It to completely wImout merit under law (Incknitng these Byrews), of It It is filed ARTICLE IX to harese or eneficiously hfure enother, to dhrrupt tire orderly operation of the Removal of AccoolatIon Officlels by Roost| Assochrtion In purstst of Its goals, or tor
any other improper purpose.
Sectfen L Petidom for Re2neral by Racan, (2) The peWNon shaW contah the ..' Notwithstanding any other provision of . narnee,adsheeses,membersh identlRoethm .. these Bybrws, any voting member of the . numbers, origirral trandevrlitan signatwwe . Aescaledon ("sportsor") may br a single and dates of signing of a number of · petnion 4s11Ibr ita rernovel of one oWioer, membess eligible to vote Usat to not 1999
or Director, ibr good cause, frr the manner than 6% of the number of valld hetRote acet hereinañer provided. For the purposee of in the meet recent maH beUot election of usis Ardofe, "good causa" is set forth in directors, which number shaft be provkfed Artiote IH, Section 11(b) of these Bylaws. by itse Secretary to any member upon request, A pe0tfon may conelst of mult§Me Bection 2. Procedum pages, but an pages must be submRted by
(a) Not less than 270 days prior to the sponsor.
any Annuar Meeting of Members of the (3) At teast three states of Use (Inhed Assoohttlan, any member entNIed to . States of America shaR.be represented on vote (the "sponsor") may aubmit to the the pettlon by 8se algrretures of no haer Scorehury of the AssociaUon a perman in than 100 tweldents of each such shute, es writing which cathr 165 or pmposes such reflected by each signor's last mñhwes of removal, record turnished to me Secretary
(b) he order to be vaHd: (4) Such petnton shan contain no (1) Such petlifon thr rammet shaH shynature for which due date at signMg k be in wild notarized, and signed ks
pMo
Hedgmot
the amst scent handemos me sponeer,ane imset be Annual Meedng of Mwnbes,tecahed by tim Soonstory no teter than the BI) 8uch petitlan strail clearty etate wrat deatWine specised b subseotlan (a) of this itnesy be withdrawn by the sparreer witheart section.Itshot distinoGydecoribe the cause notice to, or approval by, the signat0thae. for whloh the personie memovaf from oft1oe
(c)(1) The .Secretary shall rule a petition In sought, atni except tbt a poetton based
