BYLAWS OF THE AQUAPONICS ASSOCIATION
(a Colorado nonprofit corporation)
Section 1: The Organization of the Association
Article 1. Name and Address
1. There shall be known internationally under the name “The Aquaponics Association”, (hereinafter referred to as, “The Association”).
2. The Association is incorporated in accordance with the Colorado Nonprofit Corporation Act (the “Act”).
3. The headquarters of the Association is located in Lakewood, Colorado and can be reassigned or transferred.
4. The official currency of The Association shall be the US Dollar.
5. The website address of The Association shall be www.aquaponicsassociation.org.
6. This charter shall be the supreme governing law of The Association and all of its members and shall be the sole instrument by which The Association is operated and managed to fulfill the objectives as set out in Article 2 hereinafter.
7. The Bylaws of The Association shall govern all internal workings of each and every Branch of the Association.
Article 2. Objectives
2.1 The Aims and Objectives of The Association shall be:
1. to organize and maintain The Association to promote aquaponics technology globally;
2. to encourage and promote the benefits of aquaponically grow food;
3. to encourage and promote the creation of aquaponic growers and systems of all sizes;
4. to encourage and promote the education of consumers and food safety officials on the inherent benefits of aquaponically grown food;
5. to encourage and promote the use of aquaponic technology as a viable choice for sustainable organic food production.
Article 3. Membership
All members must be in good standing as that term is defined in the Charter.
3.1 There shall be two (2) categories of members in The Association, namely:
1. Individual Members;
2. Affiliate Members;
3.2 Individual Members shall be:
1. persons of not less than eighteen (18) years of age who subscribe to the conditions of membership of The Association AND provided that all such members pledge to support and to uphold the philosophy and mission of The Association.
2. Individual Members may be Life or Ordinary members.
3.3 Affiliate Members shall be commercial aquaponic growers, retailers, manufacturers and/or any such business entity which provides a product or service which is specific to aquaponics who pledge to support and uphold the philosophy and mission of The Association.
Article 4. Conditions of Membership
4.1 Individual members of The Association must:
1. conform to the provision of Article 3.2 of this Charter;
2. accept and conform to the Charter, Bylaws, Programs, Objectives and Policies of The Association;
3. be a member of a Branch of The Association and/or a general Individual member of The Association.
4.2 Each Affiliate Member of The Association must:
1. conform to the provision of Article 3.3 of this Charter;
2. accept and conform to the Charter, Bylaws, Programs, Objectives and Policies of The Association.
Article 5. The Association Branch
5.1 The Branch shall conform to the following rules:
1. A branch shall be established for a state, province, region or area of geographic commonality, as approved by the Board of Governors.
2. there shall be not less than three (3) Members in good standing in each branch. A member in good standing is one who is a financial member of the Branch for at least three (3) months prior to any election or motion in that Branch and where dues are fully paid.
3. the Branch shall obtain a Charter from the Board of Governors of The Association in writing to signify their existence as a Branch of The Association.
4. the Branch shall be governed by this Charter and the Bylaws in Schedule One (1) hereto.
5. The Board of Governors shall have the sole authority to approve all new Branches of The Association.
5.2 Officers of the Branch:
1. The Officers of a Branch shall be ordinarily resident in that geographical area of commonality and shall comprise the Chairman, Secretary, Treasurer, and such other Officers as the Branch may deem necessary.
2. The names of all officers of the Branch must be submitted to the Secretary of The Association immediately after the election of the Officers of the Branch.
3. No person shall hold office in more than one Branch but shall be able to hold membership in more than one Branch of The Association simultaneously.
5.3 The Treasurer’s duty of each Branch is to record, advise, and audit the finances of the branch and communicate these if required, to the Chairman of the Branch. He shall also assist the Chairman to create the annual budget, which shall be submitted to the Treasurer of The Association for review and subsequent approval, along with any requests for funds, and makes quarterly reports to the Chairman of the Branch for onward submission to the Associationon the disposition of those funds. In any event liability for branch activities shall remain always with the branch.
5.4 In January of every year all Branches must submit to the Secretary of The Association a calendar of events and activities setting out their intended activities for the year and a corresponding budget.
5.5 Each Branch shall hold a meeting at least once per month or per quarter and more often as desired in its geographical area of commonality (where appropriate).
5.6 Each Branch shall hold an Annual General Meeting once per year.
1. At each Annual General Meeting of the Branch there shall be an election of Officers of the Branch for the ensuing year.
Candidates for the offices of the Branch and those voting at the election of officers must be in good standing as defined in Article 5.1.1.
2. At the request of the Board of Governors of the Association the Branch shall produce all bank statements, books, vouchers, receipts and other documents of the Branch relative to the finances of the Branch for examination and inspection.
Article 6. The Association Branch Bylaws
6.1 All Branches of The Association shall be governed by the Bylaws which are set out in Schedule One (1) hereof and which sets out the duties and responsibilities of each and every Officer of the Branch and the manner in which all meetings shall be conducted to safeguard the interests and objectives of The Association.
Section 2: The Institutions of The Association
Article 7. The Annual Association Conference
7.1 There shall be a General Meeting of The Association every year in the month of September or as is otherwise determined by the Board of Governors, but in any event at least every two (2) years, which shall be called the Annual Association Conference.
7.2 The Annual Association Conference in session shall be the Supreme Authority of The Association.
7.3 The Annual Association Conference shall be comprised of the following sessions:
1. Open Session – This comprises the bulk of the conference and includes the speakers, workshops, keynote sessions, and other social and learning activities. Anyone who has paid their registration fees may attend this part of the conference.
2. General Session – This comprises the working session to conduct the business of the Association. While anyone who has paid their registrations fees may attend, only people who may speak are:
a. all Financial Members of The Association.
b. Financial Members of the Board of Governors.
Unless the Chairman decides to open the floor to general discussion.
3. Closed Session – These are private sessions that only the Financial Members and the Financial Members of the Board of Governors may attend.
7.4 The Annual Association Conference shall meet to:
1. review the work of The Association;
2. modify and/or to establish new policies, programs and Standing Orders of The Association;
3. make any amendments by resolution to the Charter, Bylaws, Objectives and Policies of the Association;
4. receive and adopt the reports of the Board of Governors and Branches of The Association; and
5. present new topics and information related to Aquaponics and the industry;
7. encourage fellowship among Aquaponics enthusiasts and professionals.
Article 8. The Advisory Board
8.1 There shall be an Advisor Board of The Association which shall consist of:
1. no more than 7 members, appointed by the Board of Governors, on recommendation of The Chairman, in consultation with the Officers of The Association,
2. The Chairman of The Association,
8.2 Appointed members shall serve for a term of one (1) year.
8.3 Each appointed member shall be offered Honorary Membership, during the term of office.
8.4 Members should be recognized individuals in their various fields with substantive experience.
8.5 Member shall meet via web conference 3-4 times per year, or more often as determined by the members.
8.6 Expectations of members:
1. Members are expected to attend the majority of meetings (recognizing that meetings will be scheduled in consultation with the members).
2. Become sufficiently familiar with The Association’s goals, objectives, programs and activities to provide meaningful and helpful advice.
3. Provide advice and feedback to The Association’s Board of Governors based on personal experience as business leaders in their respective fields, and on the needs of The Association and its members.
8.7 The Association will demonstrate its commitment to an effective Advisory Board by:
1. Devoting sufficient time to educate members and provide the necessary background information.
2. Devoting the necessary time to understand The Advisory Board’s recommendations.
3. Conducting well-organized and efficient meetings.
4. Implementing the recommendations deemed appropriate by the appropriate officer(s).
Article 9. The Board of Governors
9.1 There shall be a Board of Governors of The Association which shall consist of:
1. The Officers of The Association;
9.2 One-third (1/3) of the total members of the Board of Governors shall constitute a quorum.
9.3 The Officers of The Association shall be:
1. The Chairman
3. The Vice Chairman,
4. The Secretary,
5. The Treasurer,
6. The Directors (whose duties shall be defined and assigned by the Chairman in consultation with the Officers of The Association, and appointed by the Board of Governors on recommendation of The Chairman);
9.4 All Officers of The Association shall serve until the expiration of their term and shall be eligible for re-election at the will of the Conference.
9.5 No elected Officer of the Association shall serve simultaneously in more than one elected position.
9.6 The Board of Governors shall meet not less than twice per year or more as needed to coordinate the work of The Association and to discuss matters of relevance to the further growth and development of The Association and shall be the supreme authority of The Association outside of the Annual Association Conference.
9.7 A special meeting of the Board of Governors shall be held at the written request of not less than one-quarter (1/4) of the total number of the Board of Governors or at the discretion of the Chairman and shall be to conduct urgent matters of The Association.
9.8 All members of the Board of Governors shall be eligible to attend the Annual Association Conference and must be at all times members in Good Standing as defined within this Charter.
9.9 The Board of Governors shall carry out the directives laid down by the Annual Association Conference.
9.10 The duties of the Board of Governors shall include to:
1. promote, represent and maintain The Association globally;
2. guide and monitor the work of The Association globally;
3. maintain contact with the Branches of The Association;
4. secure and maintain discipline within The Association;
5. outline from time to time the duties of the Officers of The Association;
6. maintain the funds of The Association;
7. approve the appointment by the Chairman of Directors with specific responsibilities;
8. produce to the Annual Conference statements concerning the work of The Association;
9. submit to the Annual Conference any resolutions or amendments relative to The Association’s Charter, Bylaws, Programs and Policies;
10. any other matter deemed necessary to the smooth operation and functioning of The Association.
9.11 The Board of Governors may summons a Special Conference at any time for any specific purpose named by the Board of Governors and specify who shall attend.
Article 10. Disciplinary Committee
10.1 At the descretion of the Chairman a Disciplinary Committee of the Association may be convened. This committee will be composed of five (5) members of the Board of Governors appointed by the Chairman in consultation with the Officers of The Association as soon as practicable after the Annual Association Conference.
10.2 The Committee shall oversee the discipline, attendance, and other obligations and responsibilities of members of The Association and may report any member to the Board of Governors for appropriate action according to the provisions of the Charter.
10.3 In the event a member of the Committee is called in for disciplinary action by the Committee, that member shall withdraw from the Committee during the discussion of his case.
10.4 After the Officers of The Association considers a report from the Disciplinary Committee, the Board of Governors shall have the power to expel, suspend or otherwise discipline a member for the following reasons:
1. acting contrary to the interests of The Association or its Objectives, Programs, Policy or Principles;
2. acting in a manner detrimental to the best interests of The Association;
3. any other matter or behavior that is deemed to be prejudicial to the interests of The Association and its membership.
10.5 The Board of Governors may:
1. expel a member;
2. reprimand a member;
3. suspend a member from The Association for any period of up to two (2) years.
10.6 The member shall have the right of appealing to the Board of Governors, provided he gives written notice of his intention to appeal within thirty (30) days of the Board of Governors decision.
10.7 The Board of Governors must give the member whose conduct is being inquired into fourteen (14) clear days notice in writing to afford him the opportunity of defending himself.
10.8 Any person suspended from The Association may after the period of suspension has expired, assume full membership of The Association unless the Board of Governors has decided on motion to continue the suspension of the member for a longer period and such period is not to exceed four (4) years.
10.9 No individual member of The Association shall hold a press conference in the name of The Association nor issue any statement to the Press on controversial matters or on matters not clearly set out in The Association’s Charter without written instruction and delegation from the Chairman. At all times the Chairman shall be The Association’s main and sole spokesperson. Any member who acts in contravention of this article shall be subject to immediate disciplinary action.
Section 3: General Provisions
Article 11. Term of office for Officers of The Association
11.1 The term of office for the Chairman of the Association shall be two (2) years
11.2 The term of office for the Vice Chairman, Secretary and Treasurer shall be one (1) year
11.3 The committee directors serve at the discretion of the Chairman.
Article 12. Duties of Officers of The Association
12.1 THE CHAIRMAN
1. The Chairman shall be the Chief Executive Officer of The Association. He may assign such duties to other officers of The Association as may be consistent with the Charter and he may appoint specialist policy committees as is deemed appropriate.
2. The Chairman shall preside over the Board of Governors and any other committee as appropriate and shall implement the programs and policies of The Association consistent with the provisions of this Charter.
3. The Chairman shall be in overall charge of the organs and apparatus of The Association.
4. The Chairman shall:
a. uphold and promote the principals, objectives, programs and policies of The Association;
b. secure the observance of the Charter and Bylaws of The Association;
c. superintend the general administration of The Association;
d. recruit members for The Association;
e. regularly visit Branches of the Association, as practical;
f. recruit staff from time to time with the approval of the Board of Governors, and may appoint Committee Directors in consultation with the Officers of The Association and subject to the approval of the Board of Governors; and
g. sign the minutes of each meeting of the Board of Governors and other official documents of The Association.
5. The Chairman may give general and specific directives from time to time to the Secretary, The Vice Chairman, the Directors, and the Treasurer.
6. The Chairman in consultation with the Officers of The Association shall appoint Standing Committees at the first meeting of the Board of Governors after the Annual General Conference or as soon as is reasonable practicable:
a. Finance Committee,
b. Public Relations Committee,
c. Programs and Policies Committee,
d. any other Committee called by whatever name to advance the general work of The Association.
7. The Director of each Standing Committee shall in consultation with his committee and the Chairman of The Association draw up a program of work for such Committee and present it to the Board of Governors for approval within six (6) weeks of the establishment of the Committee.
8. Standing Committees should submit quarterly written reports of their activities for consideration to the Chairman of The Association for onward tabling at the regular meetings of the Board of Governors.
9. Each Standing Committee shall submit an annual report to the Annual General Conference.
12.2 THE VICE CHAIRMAN
1. The Chairman may assign to the Vice Chairman whatever duties and responsibilities he may deem appropriate.
2. In the absence of the Chairman, the Chairman shall assign to the Vice Chairman the authority to perform the duties of the Chairman.
3. In the event that the Chairman shall for any reason be unable to perform his duties, the Vice Chairman shall assume his duties.
12.3 THE SECRETARY
1. The Secretary is the Chief Administrative Officer of The Association and shall be the custodian of all records of The Association.
2. The Secretary shall:
a. be an ex-officio member of the Standing Committees of The Association;
b. make periodic reports to the Board of Governors;
c. carry out the instructions of the Chairman;
d. receive from the Secretaries of the various Branches changes of Officers during the year, a copy of the list of members in good standing of Branches, its financial records and standing and any other information that is deemed critical to the work of The Association; and
e. be responsible for all correspondence and the proper filing and securing of the same.
12.4 THE TREASURER
1. The Treasurer shall receive all monies tendered to him by the Secretary and shall deposit same to the bank account of The Association.
2. The Treasurer shall keep proper accounts of receipts and disbursements of The Association.
3. The Treasurer shall prepare an annual Budget for the Annual Conference of the funds needed by The Association to meet its annual outgoings and shall be the ex-officio chair of any fundraising committee of The Association.
4. In the absence of the Chairman and the Vice Chairman, the Chairman shall assign to the Treasurer the authority to perform the duties of the Chairman.
12.5 THE DIRECTORS
1. The Directors shall perform such duties assigned to them by the Chairman.
12.6 The Annual Association Conference shall have the authority to determine whether any Officer of The Association shall be bestowed the honor of Association Officer Emeritus and once such honor is bestowed upon a serving Officer that Association Office shall be deemed vacant and eligible for election. The Association Officer Emeritus shall be recognized as a Life Time Officer of The Association.
Article 13. Voting
13.1 Voting shall be orchestrated via the Association website and facilitated by sending each financial member an invitation to vote in the form of electronic media or email and instructing the member to cast votes via the website.
13.2 Each Member in Good Standing shall be entitled to one (1) vote, except Affiliate Members who shall be none voting members.
13.3 Voting at the meetings of the Board of Governors shall be open unless the contrary is approved by a majority decision.
13.4 At meetings of the Board of Governors, the Chairman shall exercise a casting vote only.
13.5 In an election for any office in The Association the successful candidate need only obtain more votes than any other candidate.
Article 14. Dues and Finances
14.1 Every Member of the Association shall pay dues to the Association of:
1. Individual Members, annually in the amount of $45;
2. Affiliate Members, annually in the amount of $120;
14.2 Annual Association dues shall be calculated on the basis of the Association fiscal year.
14.3 Branches may raise funds for specific projects, which must be approved by The Association, and the funds raised must be used only by the Branch for the approved project.
14.4 All funds collected, received and held by the Branches of The Association shall be held by them to defray operating expenses.
14.5 In the event that a Branch becomes defunct all funds held in the Branch, or its accounts shall be converted to Treasurer of The Association for crediting to The Association’s account.
Article 15. Alterations, Amendments and Interpretation
15.1 The Board of Governors shall settle any questions or disputes as to the interpretation of this Charter.
15.2 Alterations, additions and amendments to this Charter and its Bylaws may be made by Resolution and carried by a majority vote at the Annual Association Conference.
Any proposed alteration or amendment to this Charter and its Bylaws must be submitted to the Secretary at least thirty (30) days prior to the date set for the convening of the Annual Association Conference or a Special Conference for the purpose.
Article 16. General Provisions
16.1 The masculine gender when used in this Charter shall have no bearing and give no implication on the gender of those eligible to hold office in The Association and the masculine gender shall also mean the feminine gender.
16.2 Any reference to meet or meeting shall be in person and or electronically (to include but not be limited to web conferencing, Voice over Internet Protocol and any similar technology which would allow all parties to have a presence) whereby all parties attending can be heard.
16.3 This Charter is intended to be pragmatic in its operation and interpretation and must be construed at all times in the best interest of The Association and its continued survival.
16.4 Where this Charter speaks of a financial member or a member in good standing in The Association, the terms financial member or good standing must at all times be interpreted to mean a member who is a financial member of The Association for at least three (3) months prior to any election or motion which he may be eligible to participate in and whose dues are fully paid.
Section 4: Approval of this Charter
We the Charter Members of The Association and the duly elected and serving Officers of The Association place our hands and seals on the day and year hereinafter mentioned to confirm and signify that this Charter, has been duly approved by us at the second (2nd) Aquaponics Association Conference held at the, Denver Downtown Sheraton Hotel, Denver, Colorado, USA AND that on the date of our signing this Charter shall be the official Charter of The Association and shall come immediately into effect.
Dated this 23rd day of September, 2011 A.D.
BRANCH AND CHAPTER BYLAWS
THE AQUAPONICS ASSOCIATION
(a Colorado NonProfit Corporation)
Schedule One (1): The Bylaws of The Association
These BYLAWS have been created pursuant to the power granted under Article 6 of The Charter of The Association and shall have the effect and shall be the primary and only instrument by which the internal affairs of Branches of The Association are governed.
Article 1: The Objectives of the Branch
The objectives of the Branch shall be:
1.1 to organize, to work, to achieve and maintain the objectives, goals and policies of The Association.
1.2 to provide support services to the Branch members, other members and any affiliate of The Association.
1.3 to provide training, educational support and preparation to further the objectives, goals and policies of The Association.
1.4 to carry out any further function or activity that will advance the work of The Association and that will maintain the visibility of The Association within each community and to generally attract new members to The Association.
Article 2: Emblem, Symbol & Colors
2.1 All Branches shall have the ability to create an emblem or symbol of that Branch and each emblem or symbol must bear the colors of The Association and where appropriate The Association’s symbol and each and every emblem and symbol must be approved by the Board of Governors.
Article 3: Policies
3.1 The overall policies and work of the Branch shall be set by the Chairman of The Association and the Board of Governors of The Association and shall be communicated by the Chairman of The Association.
Article 4: Membership
4.1 Membership in the Branch shall be open to all who meet the requirements of Article 3.2 of the Charter and all members must support the objectives, goals and policies of The Association.
4.2 Membership SHALL be ACTIVE:
1. All members of the Branch must be in good standing as that term is defined in Article 5.1 of the Charter. A member in good standing is one who is a financial member of the Branch for at least three (3) months prior to any election or motion in that Branch and where dues are fully paid up.
2. Members shall be required to pay annual dues as defined in Article 14 of the Charter.
3. A Member whose dues are in arrears for three (3) months or more will be deemed to be a non-financial member and shall not be eligible to participate in any matter brought to the floor in any general meeting which requires a vote and shall not be required to run for any office in the Branch unless and until the dues are paid up in full and the member has been financial for the preceding three (3) months.
4. Any Member whose dues are in arrears for a period of three (3) months or more will be deemed to be a Member in good standing once dues are brought up to date and an additional penalty fee of not more than$15 for each month, as determined by the Branch membership, that the Member was in arrears has been received by the Treasurer of the Branch.
Article 5: Fiscal Year
5.1 The fiscal year of the Branch shall commence on the first (1st) day of January and shall end on the thirty first (31st) day of December in every year or at any other time as designated and approved by the Board of Governors and such financial report shall be forwarded to the Treasurer of The Association as soon as is reasonably practicable.
Article 6: Officers of the Branch
6.1 The Officers of the Branch shall be as follows:
4. any other position deemed necessary for the smooth operation and running of the Branch.
6.2 Each Officer of the Branch shall serve for a term of two (2) years.
Terms of office shall alternate each year as follows:
1. The Chairman and the Secretary;
2. The Treasurer and any other position deemed necessary.
6.3 All of the above Officers shall comprise the Executive management (the Executive) of the Branch and all power and authority shall be conferred upon this body for the general management and day-to-day affairs of the Branch.
6.4 The Chairman of the Branch shall conduct all meetings of the Branch and in his absence he shall assign another Officer to conduct all meetings.
6.5 The Secretary of the Branch shall be the recorder of all minutes of the meetings of the Branch and shall be the record keeper of the Branch.
6.6 The Treasurer shall be responsible for the Branch’s finances and shall keep good records of the status of the Branch accounts and shall provide regular reports to the Branch of its financial standing.
Article 7: Conduct of Executive & General Meetings of the Branch
7.1 The Chairman of the Branch shall conduct all Executive Meetings and all general meetings (hereinafter referred to as “meetings”) of the Branch and shall call all meetings to Order AND upon the reading of into the record of the previous meetings by the Secretary and or any other Member of the Executive so chosen to perform such task in the absence of the Secretary AND following the adoption of the Minutes into the record the Chairman may by prior notice request any Officer of the Branch to give a report on their duties and or assignments and general discussion shall take place on the said report AND the Chairman may provide a report on the day-to-day affairs of the Branch and on policy matters of The Association and discussion by the general body shall ensue and any decision arrived at for the further direction, interest and work of the Branch shall be duly recorded.
7.2 The Executive shall meet at least once a month or more frequently as required to resolve any outstanding issues and to prepare for the general meeting of the Branch.
7.3 There must be held at least once per month or per quarter or as often as determined a general meeting of the Branch at a place most appropriate for the gathering of the members.
7.4 All general meetings should follow as much as is reasonably practicable the following Agenda and the presiding officer must ensure that all meetings are presented in such a way that they act as a reason for members to actively participate in the deliberations of the Branch:
1. Call to Order
2. Reading of the previous meetings minutes
3. Adoption of the Minutes (with or without amendments)
4. Matters arising from the minutes
5. Recognition of new members of the Branch
6. Chairman’s Report
7. Treasurer’s Report
8. Committees’ Reports
9. Open discussion on any topic or a Guest Speaker’s presentation
10. Closing remarks by the Chairman
7.5 Members may bring Resolutions to the floor for discussion at any meeting and all meetings shall be conducted in accordance with the standard protocols of Robert’s Rules of Order (http://www.robertsrules.com/).
Article 8: Standing Committees
8.1 All Committees and sub-Committees established by the Branch shall be governed by these Bylaws herein and the Executive shall have the authority by majority vote to dissolve any such Committee or sub-Committee of the Branch and that the Branch shall have no authority to dissolve the Membership Committee of the Branch, which Committee shall at all times be a standing Committee of the Branch.
8.2 There shall be at least four (4) Standing Committees appointed by the Executive and a Member of the Branch shall head each Committee.
8.3 All Standing Committees shall be appointed as soon as is reasonably practicable from the date of the election of the Officers of the Branch and shall expire at the will of the majority of the members of the Branch or at the end of the term of the life of the Executives who made the appointment
8.4 The Committees of all Branches shall include the following:
1. The Membership Committee
2. The Fundraising Committee
3. The Education Committee
4. The Promotion Committee
5. any other Committee(s) called by whatever name to advance the general work of the Branch.
Article 9: Eligibility for Office in the Branch
9.1 Any person who is in good standing in the Branch shall be eligible to contest any post in the Executive of that Branch.
Article 10: Disciplinary Action
10.1 No Branch shall have the power and authority to discipline (by way of expulsion, suspension or otherwise) any member of that Branch. That Branch may refer a matter with all necessary particulars related thereto to the Chairman of The Association for submission to the Disciplinary Committee of The Association as defined in Article 10 of the Charter.
Article 11: Election of Officers of the Branch
11.1 The Branch must advertise the date and place of the Annual Election of Officers of the Branch in the local media or by email and on the Association website and the Election shall be conducted by an Association Officer.
11.2 The Branches shall provide ballots for each election and all ballots shall be in secret.
11.3 The annual election of Officers of the Branch shall take place no later than the end of October of every year unless otherwise extended by the Chairman of The Association with approval of the Board of Governors.
11.4 All Officers shall be elected to serve for a period of two(2) years unless otherwise removed by a two-thirds (2/3) vote of the financial members of the Branch because of the inactivity of any such Officer and/or because of any matter brought to the attention of the Branch by the Chairman of the Branch which, in the opinion of two-thirds (2/3) of the financial members of the Branch, justifies removal.
The power to remove an Officer of the Branch shall only be exercised by the Branch with the consent of the Chairman of The Association and approval of the Board of Governors.
11.5 All elections of Officers of the Branch shall conform to the established election protocols of The Association.
Article 12: Superceeding Authority
12.1 The Charter of The Association shall be the superior authority of the Branch and at any meeting of the Branch or the Executive.
12.2 The interpretation of the Charter of The Association and/or these Bylaws shall be made by the Association Officer or any such person authorized by the Chairman of The Association to attend and supervise any such meeting and any appeal from the results of that interpretation shall be made in writing to the Chairman of The Association for discussion and decision on such appeal by the Board of Governors.
12.3 No Branch shall have any authority to amend modify alter or change the provisions of these Bylaws.
Article 13: Indemnification
13.1 To the greatest extend permitted by any present or former Director or officer of the Association, or Branch or such persons so designated at the discretion of the Board of Governors, or legal representative of such person, shall be indemnified by the Association against all reasonable costs, expenses, counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be party to by reason of having been an officer, or serving or having served the Association. However, no such indemnification shall be approved or paid unless and until the Association has received an opinion from legal counsel regarding the propriety of doing so.
Article 14: General Provisions
14.1 These Bylaws are duly adopted and approved by The Association on the date and year as signified in the Charter of The Association and shall be in full effect until amended, modified, altered or changed by the provisions governing such powers as set out in Article 15 of the Charter of The Association.