NAALJ Bylaws

TABLE OF CONTENTS

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Preamble
Article I - Name and Objectives
Section 1. Name
Section 2. Objectives
Article II - Membership
Section 1. Eligibility
(a) Active Membership
(b) Associate Membership
(c) Honorary Membership
(d) Ineligibility to vote or hold office
Section 2. Acquiring Membership
Section 3. Affiliation
Section 4. Termination of Membership
Article III - Dues
Section 1. Due Annually
Section 2. Special Assessments
Section 3. Forfeiture of Rights
Section 4. Reinstatement
Article IV - Limitations
Section 1. Representations
Section 2. Political Advancement
Section 3. Recommendations
Section 4. Debts
Section 5. Proxy Voting
Section 6. Earnings and Dissolution
Article V - General Membership
Section 1. Government
Section 2. Membership Meetings
Article VI - Chapters
Section 1. Establishment
Section 2. Government
Section 3. Meetings
Section 4. Charter Revocation
Section 5. Chapter Dues
Article VII - Board of Governors
Section 1. Composition
Section 2. Replacement of Members
Section 3. General Administration
Section 4. Meetings
Section 5. Duties and powers of Board   of Governors
Section 6. Authority to employ services
Section 7. Time and place of annual   meeting
Section 8. Boundaries of Chapters
Section 9. Definition of a charter
Article VIII - Officers
Section 1. General
Section 2. Election
Section 3. Duties of the President
Section 4. Duties of the President-Elect
Section 5. Duties of the Governors
Section 6. Duties of the Secretary
Section 7. Duties of the Treasurer
Section 8. Signatures
Section 9. Rules of Procedure
Article IX - Committees
Section 1. Identity of Standing   Committees
Section 2. General Committee Functions
Section 3. Auditing Committee
Section 4. Nominating Committee
Section 5. Membership Committee
Article X - Sections
Section 1. Purposes, Authorized Activities, and Related Matters
Section 2. Board Liaison
Section 3. Dissolution
Article XI - Amendments
Section 1. Proposal and Notice

CONSTITUTION AND BYLAWS
THE NATIONAL ASSOCIATION OF ADMINISTRATIVE LAW JUDICIARY

WHEREAS during recent years there has been a phenomenal growth in the field of administrative law which affects the everyday affairs of a large segment of our population; and
WHEREAS this field involves many important functions, judicial in character, including among others: The establishment of tribunals to afford fair procedure and hearings to interested and contesting parties; the conduct of impartial hearings; the control of the introduction of evidence; the maintenance of judicial decorum; and the preparation and issuance of written decisions, judicial in character; and
WHEREAS these functions involve important decisions and precedents affecting, among other things, important human rights, property and contract rights, tax liability, and social and economic security;
NOW THEREFORE, we, who are members of the profession charged with the duties and responsibilities of exercising these judicial functions, do hereby join together and associate ourselves for the purpose of: Maintaining the highest professional standards and advocating improvements in the field of administrative law.

ARTICLE I
NAME AND OBJECTIVES
Section 1. Name.
The name of this organization shall be the National Association of Administrative Law Judiciary, hereinafter referred to as the Association. The Association is a not-for-profit corporation organized under the laws of the State of Illinois.
Section 2. Objectives.
To foster, advocate and advance the broad purposes outlined in the Preamble, the Association will provide a common meeting ground where those persons charged with the performance of judicial functions in administrative law may:
(a) Participate in actively seeking attainment of professional standards which will,
in the interests of justice, result in the greatest service to the public.
(b) As a forum exchange ideas and opinions as well as invite recognized authorities
in this field to appear and share their views with the members
(c) Study and advance improved operating procedures and techniques as a whole.
(d) Obtain information and study material for the continuing education of members of the Association.
(e) Establish a code of ethics.
(f) Engage in such other activities as may be deemed necessary and proper to further the objectives of the Association.

ARTICLE II
MEMBERSHIP
Section 1. Eligibility.
(a) Active Membership:
Persons gainfully employed by governmental agencies, who are empowered to preside over statutory fact-finding hearings or appellate proceedings arising within, among or before public agencies or who are empowered to prepare decisions for a higher tribunal, are eligible for active membership. Members who retire from employment by governmental agencies are eligible for continued active membership. Active members who retire may continue as active members and retain all privileges of active membership.
(b) Associate Membership
Associate membership in this Association may be granted by the Board of Governors to those persons not eligible for active membership. Persons who are retired from employment after being employed by governmental agencies and are not called back to preside over hearings are eligible for associate membership.
(c) Honorary Membership
Honorary membership may be conferred, by a majority vote of the Board of Governors or of the membership voting thereon, on those persons who have rendered outstanding service in administrative law or related fields.
(d) Associate and honorary members shall not be eligible to vote or hold elective office.
Section 2. Acquiring Membership.
There shall be two methods of acquiring active membership in the Association
(a) By individual application.
(b) By becoming an active member of an affiliated association and submitting an individual application.
Section 3. Affiliation.
Any organization of individuals eligible for membership may become affiliated with the Association by notifying the Board of Governors of its intention to do so and indicating its agreement with the aims of the Association and by submitting the per capita dues for its members to the Association. Dues for members of affiliate chapters shall be $35. Dues for individual members shall be $50. All members of affiliates shall be members of the national association.
Section 4. Termination of Membership.
Active membership in this Association shall be terminated for any of the following causes:
(a) Resignation or permanent separation from qualifying employment or office;
(b) Failure to pay dues;
(c) Expulsion from an affiliated organization through which membership was acquired.

ARTICLE III
DUES
Section 1. Due Annually.
The fiscal year of the Association shall be the twelve month period beginning July 1, of each year. Membership dues shall be paid to the Association in the amount fixed by the majority vote of the active membership, in person at an annual convention or special meeting for each class of member. Any changes shall be made before the beginning of each fiscal year. Dues not paid within sixty days after the beginning of each fiscal year are delinquent.
Section 2. Special Assessments.
Special assessments may be proposed by the Board of Governors and shall be submitted to the membership at large for approval, by a majority of those voting.
Section 3. Forfeiture of Rights.
Members of the Association whose annual dues are not paid within three months after the beginning of the fiscal year shall be, after thirty days' notice, declared delinquent and shall forfeit all rights to vote, hold office, and serve on committees. The notice may be sent at any time after the dues have become delinquent. Dues shall be accepted up to the time of expiration of the thirty days' period of notice, which shall be in writing.
Section 4. Reinstatement.
Membership forfeited for failure to pay dues may be reinstated at any time upon the payment of the delinquent dues.

ARTICLE IV
LIMITATIONS
Section 1. Representations.
Neither the general membership, the Board of Governors, the officers, the committees, the Sections, nor the Chapters shall take any action or make any representation on behalf of the Association which is incompatible with the Association objectives.
Section 2. Political Advancement.
The Association shall be strictly nonpolitical. No action or representation shall be made by the general membership, the Board of Governors, the officers, the committees, the Sections, or the Chapters which relates to the political advancement of any individual or group of individuals. However, such limitation shall not prevent the Association from commenting on issues of public policy. Moreover, the Board of Governors may recommend to the President of the United States or the Congress of the United States, or to the Governor or Legislature of any state, that a member of the Association be considered for judicial office or for an appointive position in any agency, including the appellate body thereof.
Section 3. Recommendations.
No officers, committees, Sections, Chapters, or members as such shall publish any recommendations which imply the endorsement of such recommendation by the Association unless duly approved by the membership or by the Board of Governors.
Section 4. Debts.
No debts shall be incurred in excess of the funds in the treasury of the Association except as authorized by the Board of Governors and not in excess of $1,000 (One Thousand Dollars).
Section 5. Proxy Voting
Proxy voting shall not be permitted.
Section 6. Earnings and Dissolution.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
In the event of dissolution, any remaining assets shall be distributed to organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE V
GENERAL MEMBERSHIP
Section 1. Government.
(a) The Association shall be governed by a majority vote of the active members voting as expressed by actions taken in:
(1) The annual meeting of the membership to be known as the annual convention;
(2) Special meetings of the membership; or
(3) A ballot of the unassembled members.
(b) Any active member of the Association in good standing shall be entitled to attend and vote in any membership meeting and may vote in any ballot of the unassembled membership.
Section 2. Membership Meetings.
(a) The annual membership convention shall be held at the time and place determined by the Board of Governors. At least one-tenth of the members must be present to constitute a quorum.
(b) Special meetings of the membership may be held as directed by the Board of Governors. The same requirements for a quorum shall prevail as for the annual membership convention.
(c) At least 30 days notice shall be given of the annual or special meetings.

ARTICLE VI
CHAPTERS
Section 1. Establishment.
(a) The Association may be divided into subgroups at two levels, state and regional. Where a state association has affiliated with the Association, it shall be an Association chapter in that state. Five or more persons eligible for membership in the Association may submit a resolution adopting the Bylaws of the Association and petitioning for a charter as a chapter.
(b) The chapter shall be established upon the approval of the Board of Governors and the issuance of the charter.
(c) Chapters and affiliated associations may organize regional chapters of the Association by notification to and approval by the Board of Governors.
(d) Insofar as practical chapters should be organized in every state. Where the size of the potential membership is too limited, chapters may be organized which would include members in other states.
Section 2. Government.
A Chapter shall provide for its self-government insofar as the same is not in conflict with the Constitution and Bylaws of the Association. It shall file with the Association a duly-authenticated copy of its Constitution and Bylaws, and all amendments thereto, when adopted.
Section 3. Meetings.
Regular meetings or special meetings of the Chapter shall be held at such times as each Chapter shall deem necessary.
Section 4. Charter Revocation.
A charter of any Chapter, may, for good cause:
(a) Be suspended by a two-thirds vote of the whole membership of the Board of Governors until the next annual membership meeting, or
(b) Be revoked by a two-thirds vote of the active membership, which number shall be computed upon the basis of the entire membership.
Section 5. Chapter Dues.
Chapter dues shall be submitted pursuant to Article III together with a list of the names and addresses of chapter members paying the same.

ARTICLE VII
BOARD OF GOVERNORS
Section 1. Composition.
The Board of Governors shall consist of the elected officers of the Association and the immediate past president. The term "Board of Governors" shall be deemed synonymous with and as referring to the term "Board of Directors" as used in any applicable statutes.
Section 2. Replacement of Members.
Whenever any member of the Board of Governors vacates their office, the remaining members shall have the power and duty to appoint a substitute for the remaining portion of the term.
Section 3. General Administration.
The administration of the affairs of the Association shall be vested in the Board of Governors, which shall carry out any and all authorized recommendations and instructions emanating from the membership. It shall give special attention to the executive detail to the end that the general policies of the Association as provided in the Constitution and Bylaws may have power and effect.
Section 4. Meetings.
The Board of Governors shall meet at least once each year at the time of the Annual Meeting and may meet at such other times as are called by the President or by at least three Members of the Board if the meeting is not called by the President. Special meetings may be called by the President or by any three members of the Board of Governors upon reasonable notice to all members of the Board. The meetings shall be at the time and place designated by the President or by at least three members of the Board if the meeting is not called by the President. A majority of the Board of Governors shall constitute a quorum for the transaction of business.
Section 5. Duties and powers of Board of Governors.
The Board of Governors shall have general charge of the affairs of the Association and may delegate such powers and take such action as they may deem appropriate, and which are not in conflict with the Constitution and Bylaws.
Section 6. Authority to employ services.
The Board of Governors is authorized to employ administrative assistants, legal counsel, and such other help as may be deemed necessary for the administration of the affairs of the Association.
Section 7. Time and Place of Annual Meeting.
The Board of Governors shall determine the time and place of the annual meeting within the limits set forth elsewhere in this Constitution and Bylaws.
Section 8. Boundaries of Chapters.
The Board of Governors shall have the power to establish and determine the boundaries of Chapters as necessary for the government of, and representation in, the Association.
Section 9. Definition of a Charter.
A charter is an instrument issued by the Board of Governors officially and completely recognizing and authorizing a Chapter to perform the usual and special duties provided therein as a lawful part of the Association, subject to the Constitution and Bylaws of the Association.

ARTICLE VIII
OFFICERS
Section 1. General.
(a) The officers of this Association shall be the President, the President-Elect, the Secretary, the Treasurer, and eight Governors. Officers must be active members of the Association in good standing.
(b) The officers shall be elected by the active membership at large by a majority vote.
(c) Where no candidate for an office has received a majority on the first ballot in such an election, the two candidates having the highest number of votes shall be considered in a further ballot by the membership, and the candidate having the highest number of votes on the second ballot shall be declared elected.
Section 2. Election.
(a) The offices of the President, the President-Elect, the Secretary, and the Treasurer shall be elected each year by a majority of the active members voting at the annual membership meeting and installed to take office for one year or until their successors are elected and installed.
(b) One half (four) of the Board of Governors shall be elected each year by a majority of the active members voting at the annual meeting and installed to take office at the conclusion of the meeting. Members of the Board of Governors shall hold office for two years or until their successors are elected and installed. No member of the Board of Governors shall be eligible to serve more than three consecutive terms unless that member shall be elected to an office listed in (a).
Section 3. Duties of the President.
(a) The President shall be the executive officer of the Association. The President may call meetings of the Board of Governors and all regular and special committees.
(b) In the absence of a chairperson of any of the committees, or in the event of disability of such chairperson, the President shall designate a member thereof to act temporarily.
(c) It is the duty of the President to appoint the members and designate chairpersons of all standing committees of the Association. The President may also appoint and dissolve for cause special committees subject to the approval of the Board of Governors. Such chairpersons and members of committees appointed by the President shall serve until replaced by the President.
(d) The President shall render an annual report to the annual convention and may submit such recommendations as are deemed necessary.
(e) The President shall assign the President-Elect such duties as desired by the President and not adverse to the will of the Board of Governors.
(f) The President shall assign each of the Governors to act as liaison with a proportionate number of chapters, affiliated organizations or individual members. This shall be done considering the number of members and distances involved.
Section 4. Duties of the President-Elect.
(a) The President-Elect shall perform such duties as assigned by the President, and shall serve as acting President in the event the President is unable to perform the duties of the office.
(b) The President-Elect shall be the next succeeding President of the Association.
Section 5. Duties of the Governors.
(a) The Governors shall also perform such duties as are assigned by the President.
(c) The Governors shall act as liaison between the chapters and individual members to which they have been assigned and the Board of Governors and the membership of the Association at large.
Section 6. Duties of the Secretary.
(a) The Secretary shall be responsible for keeping a correct record of the Association and of the annual convention and special meetings of the membership. In the event the President and the President-Elect are unable to perform the duties of the office of President, the Secretary shall serve as acting President.
(b) The Secretary shall be custodian of the records of the Association and shall be responsible for answering all general correspondence directed to the Association. The Secretary shall maintain and distribute as directed by the Board of Governors all records, books, pamphlets, tapes, and other material acquired by the Association for dissemination to its chapters, members, or affiliated organizations.
(c) The Secretary shall prepare the minutes of each meeting of the Board of Governors and shall prepare and serve a copy of said minutes upon each member of the Board of Governors. Copies of the minutes of any Association meeting shall be available to members upon request.
Section 7. Duties of the Treasurer.
(a) The Treasurer shall be responsible for the collection of dues for the Association; for establishing a bank account or accounts in the name of the Association; for paying all bills and expenses of the Association. The Treasurer shall submit to the President or the Board of Governors regular statements of the condition of the treasury. The Treasurer shall be responsible for keeping all fiscal accounts, records, and books of the Association and shall act as official custodian of all monies and property belonging to the Association.
(b) The Treasurer shall submit a statement of the financial condition of the Association to the Annual Convention and at such other times as requested by the President or the Board of Governors.
(c) The Treasurer shall certify as to the good standing of members at the convention.
(d) The Board of Governors may appoint or employ any person or persons, firm or firms, organization or organizations (hereinafter referred to as "secretariat") to assist the Treasurer, which appointment shall be on such terms and conditions as the Board shall determine proper. The secretariat shall perform such duties as the Board and Treasurer shall direct.
(e) Under the supervision of the Treasurer, the secretariat shall:
1. Maintain such financial records of expenditures, receipts and investments as are approved and designated by the Treasurer;
2. Submit to the Treasurer a monthly financial statement, which statement the Treasurer shall furnish to the Board of Governors;
3. Maintain an Association bank account and report on charges therein to the Treasurer.
Section 8. Signatures.
Funds of the Association may be withdrawn from the bank by checks which shall be signed by the Treasurer or in the absence or disability of the Treasurer, by the President, or in the absence or disability of the Treasurer and the President, by the President-Elect, or by the secretariat upon direction of the foregoing officers as designated above.
Section 9. Rules of Procedure.
Proceedings of all meetings shall be governed according to Roberts Rules of Order, except as otherwise established by the Constitution and Bylaws.

ARTICLE IX
COMMITTEES
Section 1. Identity of Standing Committees.
The Standing Committees shall be the following:
(a) Auditing Committee;
(b) Membership Committee;
(c) Such other committees as the President shall designate from time to time.
Section 2. General Committee Functions.
(a) All committees shall be appointed by the President with the consent of the Board of Governors, except the Auditing Committee, which shall be chosen by membership vote at the annual membership meeting.
(b) The standing committees shall report to the President and the Board of Governors, and at the request of the President or the Board of Governors or by the majority vote of those active members attending at the Annual Meeting, the standing committees shall submit a report to the membership at large.
(c) The President shall be an ex-officio member of all committees, except the Auditing Committee.
(d) Committees shall meet upon the call of their respective chairperson or upon the request of the President.
(e) The various standing committees shall have such duties as are outlined below and such other duties as may be assigned to them from time to time by the President or by the Board of Governors.
Section 3. Auditing Committee.
The Auditing Committee shall examine all financial records of the officers or committees of the Association to insure their accuracy and compliance with the Articles, Bylaws, and other governing actions of the Association; shall certify to the correctness of the Treasurer's annual report; and shall report their findings to the annual membership meeting and to the Board of Governors upon request.
Section 4. Nominating Committee.
The President shall appoint a Nominating Committee consisting of at least five members in good standing. The Nominating Committee shall nominate a slate of officers for each office. The slate shall be submitted in writing to each of the members of the organization at least thirty days before the annual membership convention.
At the annual membership convention, when the election is held, those members nominated by the committee shall be considered as automatically nominated and additional nominations may be taken at the time of the election. All nominees shall be treated in the same fashion at the election.
Section 5. Membership Committee.
The membership committee shall devise and carry out programs to publicize the activities of the Association and the benefits of membership and to enlist new members.

ARTICLE X
SECTIONS
Section 1. Purposes, Authorized Activities, and Related Matters.
The Board of Governors may establish Sections of the Association to disseminate and exchange information and materials and sponsor training programs related to specialized areas of administrative adjudication.  Each Section shall have its own bylaws adopted by the members of that Section.  Section Bylaws shall be consistent with the Association Constitution and Bylaws and subject to approval by the Association Board of Governors.  Each Section may elect its own officers, and may raise funds through imposing dues on Section members over and above the dues which Section members pay to belong to the Association, or by receiving conference fees, or through sponsorships, the sale of publications or other fund-raising activities.  Each Section shall have a degree of Autonomy, but its activities shall be conducted in accordance with the Association Constitution and Bylaws and shall be subject to approval by the Association Board of Governors and the Association general membership.  The funds raised by a Section over and above the dues paid to acquire membership in the Association shall belong to the Association, but shall be designated as the Section's finances.  Such amount cannot become subject to any expenditures or debt incurred by the Association that has not been approved by a vote of the majority of the Section.  The Section's finances shall be governed by financial policies adopted by the Board of Governors.
Section 2. Board Liaison.
The president may appoint members of the Board of Governors to serve as liaisons to the Sections established under this Article.
Section 3. Dissolution.
A Section which is inactive and which has not elected officers in two consecutive years may be dissolved by action of the Board of Governors.  In addition, a Section may vote to dissolve itself by a majority vote of the Section's members.
Funds remaining in the account of such Section on Dissolution shall be credited to the Association general account at the discretion of the Board of Governors..

ARTICLE XI
AMENDMENTS and Substantive Resolutions
Section 1. Proposal and Notice.
(a) An amendment to the Constitution and Bylaws of this Association or a substantive resolution of this Association may be proposed by:
(1) Obtaining the signature to a petition of fifteen active members in good standing for an amendment; or five active members in good standing for a substantive resolution, or
(2) Motion of the Board of Governors, or
(3) A majority vote of active members voting at any regular or special meeting, or
(4) An affiliate of this Association.
(b) Proposals to amend the Constitution and Bylaws or to adopt a substantive resolution shall be submitted by the Board of Governors to the membership in writing via electronic communication for ratification but not later than 30 days before the start of the Annual Meeting. Notification via electronic communication shall not constitute notification to those members who have made an affirmative request of the Association for receipt of such notification by alternative means. An affirmative request shall include, but not be limited to, the absence of an e-mail address on a membership application. A two thirds majority of active members voting at an annual membership or special meeting shall be required for ratification

 
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