Constitution & Bylaws
Amended: December 3, 2025
Section 1 – Name of the Association
The name of the Association shall be the Northeast Association of Fish & Wildlife Agencies, Inc.
Section 2 – Objectives of the Association
The Association was incorporated in the State of Delaware on September 29, 2005 as a nonprofit corporation. The Association was organized and received its tax-exempt determination from the Internal Revenue Service under section 501(c)(4) of the U. S. Internal Revenue Code for the purpose of promoting the conservation and management of fish and wildlife resources.
The objectives of the Association are as follows:
Section 3- Membership
Membership includes the governmental agencies responsible for the management of fish and wildlife resources in Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, Pennsylvania, New Jersey, Delaware, Maryland, Virginia, West Virginia, and the District of Columbia, and provinces of: Ontario, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island.
Affiliate membership shall be extended to regional federal agencies responsible for fish and wildlife resources and that exercise authority in the member states and provinces.
Upon application to and approval by the member states and provinces, individual membership may be extended to persons engaged in policy making, administrative or executive functions in fish and wildlife resource agencies of the member states, provinces, and regional federal agencies.
Upon application to and approval by the member states and provinces, contributing membership may be extended to a nongovernmental organization, institution, foundation, society, or corporation that supports the objectives of the Association.
Section 4 – Voting, Proxies, and Quorum
Consistent with the provision regarding voting included in Section 17 (Amendment of Bylaws), the President, with the approval of the Executive Committee, may call for voting by mail (including email), in lieu of a meeting to address any official business of the Association.
Only member states and provinces may vote. Affiliate, contributing and individual members shall have all the privileges of the Association except that affiliate, contributing, and individual members are not voting members of the Association.
Each member shall be represented by the official of the fish and wildlife (or equivalent) agency that has specific responsibility for fish and wildlife resources in the respective state or province.
In those jurisdictions where responsibility for fish and wildlife resources is vested in a single agency, the member may cast two votes. In those jurisdictions where responsibility for fish and wildlife resources is vested in two separate agencies, each agency may cast a single separate vote. For example, in Pennsylvania, the Game Commission is entitled to one vote and the Fish and Boat Commission is entitled to one vote.
Votes shall be cast by the member agency representative or a proxy having been duly appointed in writing by the representative.
Proxies must be in writing, signed and dated, and must be received by the President or the Executive Secretary prior to any meeting during which the proxy will be exercised. Any copy, facsimile telecommunication, email, or other reliable reproduction of the writing may be substituted or used in lieu of the original writing.
Representatives of eight members entitled to vote and present in person or by a proxy shall constitute a quorum.
Section 5 – Membership Dues
Annual dues shall be on a calendar year basis and shall become payable no later than July 1 each year. All payments shall be made in U.S. dollars. Notice stating that annual dues are payable shall be mailed to all members before January 15th by the Executive Secretary.
Annual dues shall be specified in the Association’s Operations Manual (Section 6).
The Treasurer is authorized to collect dues and other payments via a commercial credit card or on-line payment provider. If such a provider charges a transaction fee or commission for each such use, the Treasurer shall adjust the required payment to ensure that the funds yielded to the Association are no less than those authorized in the Operations Manual.
Dues may not be changed except by a two-thirds vote by the members in attendance at the annual spring meeting, fall business meeting, or special meeting
Section 6 – Operations Manual
The Association shall maintain an Operations Manual that will serve as documentation of administrative functions and policies. The manual provides guidance to the officers of the Association and to the Executive Secretary to ensure that all business-related elements of the Association’s work are well described, including critical deadlines. The Manual also provides a summary of key responsibilities for both incoming officers and the Executive
Secretary. The Manual is the primary document for Internal Controls for all financial matters, and ensures continuity during periods of transition (i.e., new officers or Executive Secretary or both).
The contents of the Operations Manual shall include, but not be limited to:
(a) Procedures for internal financial controls; (b) Documentation of incorporation and tax status; (c) Position description for the Executive Secretary; (d) Description of committee responsibilities; (e) Management of Association meetings and awards; (f) Procedures for awarding internal grants; and (g) Association dues structure.
The Operations Manual shall be amended using the following procedures:
(a) Non-substantive technical, clerical, or typographical amendments shall be made by the Executive Secretary following notice of those changes to the Executive Committee.
(b) Amendments to the Association dues structure requires a two-thirds majority vote by voting members at the annual spring meeting, fall business meeting, or a special meeting.
(c) All other amendments shall be approved by a simple majority of voting members at the annual spring meeting, fall business meeting, or a special meeting.
Section 7 – Expenditures
The fiscal year for the Association shall be January 1 to December 31, annually. All monies received as dues, proceeds from the annual spring conference, donations, grants, and contracts shall be collected by the Treasurer and deposited in an account for the benefit of the Association. All funds shall be used for conducting the business of the Association, including but not limited to sponsoring the Northeast Fish Wildlife Conference, and will be budgeted annually on a fiscal year basis and approved by the members at the fall business meeting of the Association.
The Association was not established to be a financial granting organization but will consider requests to fund activities that meet the Association’s objectives. Any request for funds for projects shall be reviewed by the Executive Committee. The Executive Committee shall recommend to the Association, at its fall business meeting, projects that meet the purposes of the Association. Funding requests shall be approved by a majority vote by the members in attendance at the annual spring meeting or special meeting, provided that a quorum must be present. Costs for approved projects will be incorporated into the annual budget.
Requests for funds must include: (1) the amount of funding requested; (2) details of the project, including goals, objectives, objectives and time frames; (3) other sources of funding; (4) the need for funding; and; (5) a statement of consistency with the bylaws.
The President may approve payments for expenses approved in the annual budget and other necessary expenses to a limit of $1,000, or, with Executive Committee approval, a higher amount not to exceed $5,000.
Any single expenditure over $5,000 shall be approved by a two-thirds vote of the members in attendance or by proxy, provided that a quorum must be present.
Section 8– Meetings
The annual spring meeting shall be held in conjunction with the Northeast Fish and Wildlife Conference, or in the event that the Conference is not held, at a time and place determined by the Executive Committee.
The Association shall maintain a meeting schedule for the annual spring meeting. All member states shall, in accordance with the approved schedule, act as host or co-host. Provinces may also host or co-host an annual spring meeting upon approval of the Association.
A fall meeting shall be held each year typically in October to conduct Association business. The Association shall identify a host for the fall meeting prior to adjourning the spring meeting.
Special meetings of the members may be held at any time with ten (10) days advance notice, upon call of the President.
A member of the Association or Executive Committee may participate in a meeting by means of conference telephone or other communications equipment if all members participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
Section 9 – Order of Business
The following shall be the order of business at the annual spring and fall business meetings of the Association:
Section 10- Officers and Executive Committee
The Association officers shall consist of a President, Vice President, and a Treasurer. The President and Vice President are elected at the annual meeting held in the spring every
other year. The term of the President and Vice President begins on October 1st following the annual meeting and expires on September 30th of the second year. The Treasurer is elected for a three-year term commencing at an annual meeting and concluding on September 30th of the third year.
The Executive Committee shall consist of the elected officers of the Association and the Immediate Past President. In the event that the Past President is unable to serve on the Executive Committee, the elected officers may, at their discretion, appoint a voting member of the Association to serve on the Executive Committee until a subsequent Past President is available to serve on the Executive Committee.
The Executive Committee shall organize annually, before the close of the annual spring business meeting, by the election of a Chair from its own membership, said Chair to be someone other than the President.
Meetings of the Executive Committee may be held at any time on call of the Chair. The meeting may be held via conference telephone call or similar communication methods. Should two-thirds of the members of the Executive Committee request a meeting, such meeting shall be called by the Chair, notwithstanding the foregoing provision.
President
The President shall preside at the meetings of the Association and endeavor to be present at all meetings of the Executive Committee and to aid the Chair of the Executive Committee with said meetings. Also, the President shall: have general charge and supervision over all affairs of the Association; and, serve as an ex officio member of the Executive Committee of the Association of Fish and Wildlife Agencies. The President may appoint committees as hereinafter authorized.
Vice President
If the President is unable to serve for any reason, the power exercised, and the duties of the President shall be discharged by the Vice President with approval of the Executive Committee.
Treasurer
The Treasurer shall be responsible for the financial and administrative operations of the Association. At the direction of the President, the Treasurer shall perform all duties incident to the office including maintaining care and custody of Association funds. The Treasurer shall oversee the preparation and dissemination of financial reports. The Treasurer shall also be responsible for the collection of dues, deposit of funds into a suitable bank and shall have the direct authority to disburse funds from the Association, upon approval by the President
Section 11 – Elected Officer Vacancies
For a vacancy or anticipated vacancy of any elected officer, the Association shall call a special election, except if the vacancy is for a period of less than 6 months of the last year of the vacated officer’s term, when the Executive Committee may appoint an officer to fill the vacancy. For a special election, the Executive Committee shall serve as a nominating committee to identify one or more candidates. An officer elected by special election shall serve the balance of the term of the office vacated.
Section 12 – Removal of Officer with cause
Any officer may be removed, with cause, by a three-fourths majority vote of all the members of the Association pursuant to the process set forth in Attachment I which is incorporated herein by references as it set forth verbatim.
Section 13 – Committees
The President may appoint standing and special committees from among the members of the Association, which committees shall, under direction of the President, have general charge and supervision over matters entrusted to their care. The President may also appoint temporary committees as necessary.
Standing committees shall be those committees primarily concerned with the conduct of annual meetings, nominating, awards, resolutions, and administrative matters (e.g., bylaws or auditing). All appointments shall be for one year.
The Audit Committee, in cooperation with the Treasurer, will conduct an annual review of the Association financial and administrative operations and report the findings to the Association at the annual spring meeting.
Section 14 – Technical Working Committees
The Association may establish Technical Working Committees as deemed necessary to conduct the affairs of the Association. Upon establishment, these committees shall adhere to the following:
Section 15 – Authority to Enter into Contracts and Agreements
Pursuant to the general authority and powers granted to nonprofit corporations under Delaware’s General Corporation Law, 8 Del. C. 1953, section 122, the Association may enter into an agreement to obtain the services of an independent contractor to assist the Association in carrying out its official business or to undertake projects consistent with or to further the objectives of the Association.
The Association may enter into agreements with member states and provinces to further the purpose of the Association and with other entities to carry out the business functions or objectives of the Association.
Contracts for an audit of the Association finances will be entered into and conducted with a certified auditing firm every three years or at the end of the term of the Treasurer. This contract and audit will be managed by the President and the Executive Committee.
Section 16– Other Association Positions or Executive Secretary
To assist the Association in carrying out its official business, the Association may pursuant to written agreement retain the services of a person to perform the duties of an Executive Secretary which shall be a nonvoting member. The written agreement shall set forth the terms of compensation. The duties of an Executive Secretary include, but are not limited to, maintaining Association records and record books; recording, keeping and circulating meeting minutes; assisting the Treasurer as needed in collecting dues; depositing funds; executing checks to pay bills or disburse funds; and to generally assist the President of the Association to coordinate and communicate with the members of the Association and affiliated organizations.
Section 17 –Amendment of Bylaws
The Constitution and Bylaws (Bylaws) of the Association may be amended at any regular meeting by a majority vote of a quorum; provided, however, a written copy of such proposed amendment shall have been received by the President and the Secretary/Treasurer and sent to members at least thirty (30) days before the regular annual meeting or special meeting called for that purpose. Proposed Bylaws amendments should be presented to, or generated by, the Bylaws Committee and reviewed by the Executive Committee prior to submitting to voting members of the Association for their consideration. With approval of the Executive Committee, the President may call for voting by mail (including electronic mail) in lieu of a meeting. In this event, the thirty (30) day notice shall still apply, the date of opening ballots shall be previously announced, notice sent to each member within forty-eight hours of vote tabulation by the Treasurer, and all ballots shall be kept for one year following the vote.
Section 18 – Indemnification of Officers, Directors, Employees and Agents
To the extent permitted by 8 Del. C. 1953, section 145, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any proceedings, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fine and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.
Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of the Executive Committee or members, or otherwise.
Section 19– Director Immunity
To the extent permitted by 8 Del. C. 1953, section 102, a member of the Executive Committee (Board of Directors) shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, provided that the Director has not (i) breached his/her duty of loyalty to the Association or its members; (ii) performed acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; or (iii) derived an improper personal benefit.
Section 20 - Dissolution
The Association may be dissolved by majority vote of the member agencies at any annual meeting provided that written notice of such vote shall be sent each member agency at least thirty (30) days prior to the annual meeting.
Upon the dissolution of this organization, assets remaining after payment or provision for payment of all debts of the corporation, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state(s) or local government(s) for a public purpose.
Section 21 - Robert's Rules of Order
The Association shall adopt Robert’s Rules of Order, Newly Revised, 11th Edition and when available, subsequent editions of Robert’s Rules of Order, as its parliamentary authority.
Revisions to Bylaws:
April 2001 Revisions
October 2003 Fall Meeting Revisions
October 4, 2007 Fall Meeting Revisions
November 5, 2008 Fall Meeting Revisions
April 26, 2010 Spring Meeting Revisions
April 13, 2014 Spring Meeting Revisions
April 3, 2016 Spring Meeting Revisions
October 25, 2016 Fall Meeting Revisions
April 20, 2020 Spring Meeting Revisions
April 27, 2021 Spring Meeting Revisions
October 27, 2021 Fall Meeting Revisions
ATTACHMENT I
Process to Remove Officer with Cause
Any officer may be removed with cause by the Executive Committee (Board of Directors) by a three-fourth (3/4) affirmative vote of the members of the Executive Committee present at any regular or special meeting of the Executive Committee.
No vote on removal may be taken unless at least fifteen (15) days notice in writing shall have been given to the board member of the charges preferred and of the time and place of the meeting of the Executive Committee, at which time such charges will be considered. Notice of the time, place and object of such meeting, with a full copy of the charges preferred shall be mailed to each member of the Executive Committee at least fifteen (15) days in advance of the meeting. At such meeting the board member against whom charges have been preferred shall be accorded a full hearing and may be represented by counsel.
The name of the Association shall be the Northeast Association of Fish & Wildlife Agencies, Inc.
Section 2 – Objectives of the Association
The Association was incorporated in the State of Delaware on September 29, 2005 as a nonprofit corporation. The Association was organized and received its tax-exempt determination from the Internal Revenue Service under section 501(c)(4) of the U. S. Internal Revenue Code for the purpose of promoting the conservation and management of fish and wildlife resources.
The objectives of the Association are as follows:
- To encourage and promote better understanding and cooperation among its several members in dealing with the conservation of fish and wildlife resources;
- To provide for the interchange of information among its members and with other government and non-governmental organizations dealing with the conservation of fish and wildlife resources, through various means including annual sponsorship of the Northeast Fish and Wildlife Conference;
- To assist in the coordination and implementation of fish and wildlife programs of mutual interest to its members;
- To promote a high level of fish and wildlife administration throughout the northeast region;
- To provide the basis for regional action on existing or proposed federal legislation, regulations and resultant program;
- To present matters of mutual interest to the Association of Fish and Wildlife Agencies for its information and/or further action;
- To encourage and provide for regional projects that conserve wildlife, fish, and their habitats;
- To protect the right of jurisdiction of the northeastern states over their wildlife resources on public and private lands;
- To review and comment on proposed legislation, regulations and programs that affect the interests of its members; and
- To consult and collaborate with and make recommendations to appropriate agencies in order that programs affecting fish and wildlife resources and management are conducted in the best interests of its members and the resources they manage.
Section 3- Membership
Membership includes the governmental agencies responsible for the management of fish and wildlife resources in Maine, New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, Pennsylvania, New Jersey, Delaware, Maryland, Virginia, West Virginia, and the District of Columbia, and provinces of: Ontario, Québec, New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island.
Affiliate membership shall be extended to regional federal agencies responsible for fish and wildlife resources and that exercise authority in the member states and provinces.
Upon application to and approval by the member states and provinces, individual membership may be extended to persons engaged in policy making, administrative or executive functions in fish and wildlife resource agencies of the member states, provinces, and regional federal agencies.
Upon application to and approval by the member states and provinces, contributing membership may be extended to a nongovernmental organization, institution, foundation, society, or corporation that supports the objectives of the Association.
Section 4 – Voting, Proxies, and Quorum
Consistent with the provision regarding voting included in Section 17 (Amendment of Bylaws), the President, with the approval of the Executive Committee, may call for voting by mail (including email), in lieu of a meeting to address any official business of the Association.
Only member states and provinces may vote. Affiliate, contributing and individual members shall have all the privileges of the Association except that affiliate, contributing, and individual members are not voting members of the Association.
Each member shall be represented by the official of the fish and wildlife (or equivalent) agency that has specific responsibility for fish and wildlife resources in the respective state or province.
In those jurisdictions where responsibility for fish and wildlife resources is vested in a single agency, the member may cast two votes. In those jurisdictions where responsibility for fish and wildlife resources is vested in two separate agencies, each agency may cast a single separate vote. For example, in Pennsylvania, the Game Commission is entitled to one vote and the Fish and Boat Commission is entitled to one vote.
Votes shall be cast by the member agency representative or a proxy having been duly appointed in writing by the representative.
Proxies must be in writing, signed and dated, and must be received by the President or the Executive Secretary prior to any meeting during which the proxy will be exercised. Any copy, facsimile telecommunication, email, or other reliable reproduction of the writing may be substituted or used in lieu of the original writing.
Representatives of eight members entitled to vote and present in person or by a proxy shall constitute a quorum.
Section 5 – Membership Dues
Annual dues shall be on a calendar year basis and shall become payable no later than July 1 each year. All payments shall be made in U.S. dollars. Notice stating that annual dues are payable shall be mailed to all members before January 15th by the Executive Secretary.
Annual dues shall be specified in the Association’s Operations Manual (Section 6).
The Treasurer is authorized to collect dues and other payments via a commercial credit card or on-line payment provider. If such a provider charges a transaction fee or commission for each such use, the Treasurer shall adjust the required payment to ensure that the funds yielded to the Association are no less than those authorized in the Operations Manual.
Dues may not be changed except by a two-thirds vote by the members in attendance at the annual spring meeting, fall business meeting, or special meeting
Section 6 – Operations Manual
The Association shall maintain an Operations Manual that will serve as documentation of administrative functions and policies. The manual provides guidance to the officers of the Association and to the Executive Secretary to ensure that all business-related elements of the Association’s work are well described, including critical deadlines. The Manual also provides a summary of key responsibilities for both incoming officers and the Executive
Secretary. The Manual is the primary document for Internal Controls for all financial matters, and ensures continuity during periods of transition (i.e., new officers or Executive Secretary or both).
The contents of the Operations Manual shall include, but not be limited to:
(a) Procedures for internal financial controls; (b) Documentation of incorporation and tax status; (c) Position description for the Executive Secretary; (d) Description of committee responsibilities; (e) Management of Association meetings and awards; (f) Procedures for awarding internal grants; and (g) Association dues structure.
The Operations Manual shall be amended using the following procedures:
(a) Non-substantive technical, clerical, or typographical amendments shall be made by the Executive Secretary following notice of those changes to the Executive Committee.
(b) Amendments to the Association dues structure requires a two-thirds majority vote by voting members at the annual spring meeting, fall business meeting, or a special meeting.
(c) All other amendments shall be approved by a simple majority of voting members at the annual spring meeting, fall business meeting, or a special meeting.
Section 7 – Expenditures
The fiscal year for the Association shall be January 1 to December 31, annually. All monies received as dues, proceeds from the annual spring conference, donations, grants, and contracts shall be collected by the Treasurer and deposited in an account for the benefit of the Association. All funds shall be used for conducting the business of the Association, including but not limited to sponsoring the Northeast Fish Wildlife Conference, and will be budgeted annually on a fiscal year basis and approved by the members at the fall business meeting of the Association.
The Association was not established to be a financial granting organization but will consider requests to fund activities that meet the Association’s objectives. Any request for funds for projects shall be reviewed by the Executive Committee. The Executive Committee shall recommend to the Association, at its fall business meeting, projects that meet the purposes of the Association. Funding requests shall be approved by a majority vote by the members in attendance at the annual spring meeting or special meeting, provided that a quorum must be present. Costs for approved projects will be incorporated into the annual budget.
Requests for funds must include: (1) the amount of funding requested; (2) details of the project, including goals, objectives, objectives and time frames; (3) other sources of funding; (4) the need for funding; and; (5) a statement of consistency with the bylaws.
The President may approve payments for expenses approved in the annual budget and other necessary expenses to a limit of $1,000, or, with Executive Committee approval, a higher amount not to exceed $5,000.
Any single expenditure over $5,000 shall be approved by a two-thirds vote of the members in attendance or by proxy, provided that a quorum must be present.
Section 8– Meetings
The annual spring meeting shall be held in conjunction with the Northeast Fish and Wildlife Conference, or in the event that the Conference is not held, at a time and place determined by the Executive Committee.
The Association shall maintain a meeting schedule for the annual spring meeting. All member states shall, in accordance with the approved schedule, act as host or co-host. Provinces may also host or co-host an annual spring meeting upon approval of the Association.
A fall meeting shall be held each year typically in October to conduct Association business. The Association shall identify a host for the fall meeting prior to adjourning the spring meeting.
Special meetings of the members may be held at any time with ten (10) days advance notice, upon call of the President.
A member of the Association or Executive Committee may participate in a meeting by means of conference telephone or other communications equipment if all members participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting.
Section 9 – Order of Business
The following shall be the order of business at the annual spring and fall business meetings of the Association:
- Reading and approving the minutes of the previous meeting.
- Report of the President.
- Report of the Treasurer.
- Report of Association committees.
- Unfinished business.
- New business.
Section 10- Officers and Executive Committee
The Association officers shall consist of a President, Vice President, and a Treasurer. The President and Vice President are elected at the annual meeting held in the spring every
other year. The term of the President and Vice President begins on October 1st following the annual meeting and expires on September 30th of the second year. The Treasurer is elected for a three-year term commencing at an annual meeting and concluding on September 30th of the third year.
The Executive Committee shall consist of the elected officers of the Association and the Immediate Past President. In the event that the Past President is unable to serve on the Executive Committee, the elected officers may, at their discretion, appoint a voting member of the Association to serve on the Executive Committee until a subsequent Past President is available to serve on the Executive Committee.
The Executive Committee shall organize annually, before the close of the annual spring business meeting, by the election of a Chair from its own membership, said Chair to be someone other than the President.
Meetings of the Executive Committee may be held at any time on call of the Chair. The meeting may be held via conference telephone call or similar communication methods. Should two-thirds of the members of the Executive Committee request a meeting, such meeting shall be called by the Chair, notwithstanding the foregoing provision.
President
The President shall preside at the meetings of the Association and endeavor to be present at all meetings of the Executive Committee and to aid the Chair of the Executive Committee with said meetings. Also, the President shall: have general charge and supervision over all affairs of the Association; and, serve as an ex officio member of the Executive Committee of the Association of Fish and Wildlife Agencies. The President may appoint committees as hereinafter authorized.
Vice President
If the President is unable to serve for any reason, the power exercised, and the duties of the President shall be discharged by the Vice President with approval of the Executive Committee.
Treasurer
The Treasurer shall be responsible for the financial and administrative operations of the Association. At the direction of the President, the Treasurer shall perform all duties incident to the office including maintaining care and custody of Association funds. The Treasurer shall oversee the preparation and dissemination of financial reports. The Treasurer shall also be responsible for the collection of dues, deposit of funds into a suitable bank and shall have the direct authority to disburse funds from the Association, upon approval by the President
Section 11 – Elected Officer Vacancies
For a vacancy or anticipated vacancy of any elected officer, the Association shall call a special election, except if the vacancy is for a period of less than 6 months of the last year of the vacated officer’s term, when the Executive Committee may appoint an officer to fill the vacancy. For a special election, the Executive Committee shall serve as a nominating committee to identify one or more candidates. An officer elected by special election shall serve the balance of the term of the office vacated.
Section 12 – Removal of Officer with cause
Any officer may be removed, with cause, by a three-fourths majority vote of all the members of the Association pursuant to the process set forth in Attachment I which is incorporated herein by references as it set forth verbatim.
Section 13 – Committees
The President may appoint standing and special committees from among the members of the Association, which committees shall, under direction of the President, have general charge and supervision over matters entrusted to their care. The President may also appoint temporary committees as necessary.
Standing committees shall be those committees primarily concerned with the conduct of annual meetings, nominating, awards, resolutions, and administrative matters (e.g., bylaws or auditing). All appointments shall be for one year.
The Audit Committee, in cooperation with the Treasurer, will conduct an annual review of the Association financial and administrative operations and report the findings to the Association at the annual spring meeting.
Section 14 – Technical Working Committees
The Association may establish Technical Working Committees as deemed necessary to conduct the affairs of the Association. Upon establishment, these committees shall adhere to the following:
- Within one year from establishment each committee shall submit a Mission Statement for approval by the Association, a list of specific responsibilities, and a description of operating procedures that will become part of the official minutes of the Association.
- All Technical Working Committees shall submit a written report electronically to the President and the Executive Secretary within thirty (30) days following the annual spring business meeting of the Association.
- The Technical Working Groups and Committees may be reviewed for continuation by the Executive Committee every five years or fewer to meet the needs of the Association.
Section 15 – Authority to Enter into Contracts and Agreements
Pursuant to the general authority and powers granted to nonprofit corporations under Delaware’s General Corporation Law, 8 Del. C. 1953, section 122, the Association may enter into an agreement to obtain the services of an independent contractor to assist the Association in carrying out its official business or to undertake projects consistent with or to further the objectives of the Association.
The Association may enter into agreements with member states and provinces to further the purpose of the Association and with other entities to carry out the business functions or objectives of the Association.
Contracts for an audit of the Association finances will be entered into and conducted with a certified auditing firm every three years or at the end of the term of the Treasurer. This contract and audit will be managed by the President and the Executive Committee.
Section 16– Other Association Positions or Executive Secretary
To assist the Association in carrying out its official business, the Association may pursuant to written agreement retain the services of a person to perform the duties of an Executive Secretary which shall be a nonvoting member. The written agreement shall set forth the terms of compensation. The duties of an Executive Secretary include, but are not limited to, maintaining Association records and record books; recording, keeping and circulating meeting minutes; assisting the Treasurer as needed in collecting dues; depositing funds; executing checks to pay bills or disburse funds; and to generally assist the President of the Association to coordinate and communicate with the members of the Association and affiliated organizations.
Section 17 –Amendment of Bylaws
The Constitution and Bylaws (Bylaws) of the Association may be amended at any regular meeting by a majority vote of a quorum; provided, however, a written copy of such proposed amendment shall have been received by the President and the Secretary/Treasurer and sent to members at least thirty (30) days before the regular annual meeting or special meeting called for that purpose. Proposed Bylaws amendments should be presented to, or generated by, the Bylaws Committee and reviewed by the Executive Committee prior to submitting to voting members of the Association for their consideration. With approval of the Executive Committee, the President may call for voting by mail (including electronic mail) in lieu of a meeting. In this event, the thirty (30) day notice shall still apply, the date of opening ballots shall be previously announced, notice sent to each member within forty-eight hours of vote tabulation by the Treasurer, and all ballots shall be kept for one year following the vote.
Section 18 – Indemnification of Officers, Directors, Employees and Agents
To the extent permitted by 8 Del. C. 1953, section 145, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any proceedings, whether civil, criminal, administrative, or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fine and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.
Such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of the Executive Committee or members, or otherwise.
Section 19– Director Immunity
To the extent permitted by 8 Del. C. 1953, section 102, a member of the Executive Committee (Board of Directors) shall not be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director, provided that the Director has not (i) breached his/her duty of loyalty to the Association or its members; (ii) performed acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law; or (iii) derived an improper personal benefit.
Section 20 - Dissolution
The Association may be dissolved by majority vote of the member agencies at any annual meeting provided that written notice of such vote shall be sent each member agency at least thirty (30) days prior to the annual meeting.
Upon the dissolution of this organization, assets remaining after payment or provision for payment of all debts of the corporation, shall be distributed for one or more exempt purposes within the meaning of section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state(s) or local government(s) for a public purpose.
Section 21 - Robert's Rules of Order
The Association shall adopt Robert’s Rules of Order, Newly Revised, 11th Edition and when available, subsequent editions of Robert’s Rules of Order, as its parliamentary authority.
Revisions to Bylaws:
April 2001 Revisions
- April 2001 increase dues from $100 to $500 per year for states and from $20 to $100 per year for provinces.
October 2003 Fall Meeting Revisions
- Increase annual dues from $500/year to $1,500/year for states.
- Increase authorized spending limit for the President from $300 to $1,000.
- Revised mandatory requirement for all member states and provinces to hold an annual meeting to a schedule approved by the Association.
- Added expiration date of September 30 for out-going officers and start date of October 1 for officers elected at the annual spring meeting.
- Reworded descriptions of duties for President, Vice President and Secretary/Treasurer to eliminate gender references.
- Added authority to retain an independent contractor to serve as an Executive Secretary for the Association.
October 4, 2007 Fall Meeting Revisions
- Comprehensive revision of bylaws.
November 5, 2008 Fall Meeting Revisions
- Added provision for voting by mail including e-mail in lieu of a meeting.
April 26, 2010 Spring Meeting Revisions
- Changed the term of the Secretary/Treasurer from one year to three.
April 13, 2014 Spring Meeting Revisions
- Date change from July 1 to September 15 for funding requests to be considered.
April 3, 2016 Spring Meeting Revisions
- Correction of typographical and grammatical errors.
October 25, 2016 Fall Meeting Revisions
- Revision of dues structure for NEAFWA membership.
April 20, 2020 Spring Meeting Revisions
- Revision of Section 5 concerning dues and other payments via a commercial credit card or on-line payment provider.
April 27, 2021 Spring Meeting Revisions
- Revision of dues structure for NEAFWA membership.
October 27, 2021 Fall Meeting Revisions
- Revision of terms of office for President and Vice President
- Establishes an Operations Manual for administrative functions and policies, and describes its purpose, contents, and procedures for its amendment.
- Removes the Association’s dues structure from the Bylaws and establishes the Operations Manual as the document detailing member dues.
- Minor amendments to the process for internal grants to align with current practice.
- Minor amendments to clarify the duties of the President and Treasurer to align with current practice.
- Changes office of “Secretary/Treasurer” to “Treasurer” to align with current practice.
- Procedures for filling a vacancy on the Executive Committee.
- Procedures for filling a vacancy in one of the officer positions (Treasurer, Vice-President, President).
ATTACHMENT I
Process to Remove Officer with Cause
Any officer may be removed with cause by the Executive Committee (Board of Directors) by a three-fourth (3/4) affirmative vote of the members of the Executive Committee present at any regular or special meeting of the Executive Committee.
No vote on removal may be taken unless at least fifteen (15) days notice in writing shall have been given to the board member of the charges preferred and of the time and place of the meeting of the Executive Committee, at which time such charges will be considered. Notice of the time, place and object of such meeting, with a full copy of the charges preferred shall be mailed to each member of the Executive Committee at least fifteen (15) days in advance of the meeting. At such meeting the board member against whom charges have been preferred shall be accorded a full hearing and may be represented by counsel.