AFE - By - Laws

Section 1. Name: The name of this organization shall be the ASSOCIATION FOR FACILITIES ENGINEERING Inc. (AFE), a not-for-profit membership corporation chartered under the corporation laws of the State of Illinois on June 1, 1954. AFE obtained its tax exempt status — prescribed in the U.S. Internal Revenue Code, 1954, as revised - Section 501 C(6) — as issued by an original determination letter of the Internal Revenue Service on November 14, 1961, and at later dates as required by the Internal Revenue Service.

Section 2. Location: The principal office (referred to as its "Headquarters") shall be located in Cincinnati, Ohio or as otherwise determined by the Board of Directors.

Section 3. Identification: The full name of the organization may be shortened for expedience in periodicals, publications, and other printed matter or communications by using the three letters (AFE). This designation is the official mark of the organization, registered with the U.S. Patent and Trademark Office in 1997 and shall be its official logo or symbol. The AFE designation replaces the previous designation of (AIPE), which was registered with the U. S. Patent and Trademark Office in 1983. The approval and manner of use of both the full name, ASSOCIATION FOR FACILITIES ENGINEERING, as well as the official logo (noted above) and the other registered identification marks of the organization, shall be as prescribed by and the use approved by the AFE Board of Directors.

THE ASSOCIATION FOR FACILITIES ENGINEERING is an international, professional association dedicated to the enhancement of: engineering; maintenance and operations; and management of industrial, commercial and institutional facilities.

The purpose of AFE shall be to advance the profession of facilities and plant engineering and facilities management.

B. Promote continuing education in scientific advances of engineering and management;

D. Collect, serve as a clearinghouse, and disseminate information on all facets of plant engineering and facilities management;

F. Encourage plant engineers and facility managers to maintain professional excellence and to use these talents to the betterment of employers and all society; and,

AFE shall use its funds only to accomplish the purposes noted in Article III. Income from all its activities shall accrue solely to AFE. No funds or income shall come into use for the benefit of, or be distributed to, the members or elected officers or directors of AFE.

A. Member: An individual involved in the field of plant engineering/facilities management (including engineering, management, operations, maintenance, administration, education) who meets at least one of the following criteria: 1) has a four-year ABET accredited degree in engineering, architecture, or engineering technology; 2) is a registered Professional Engineer (PE) or a registered architect in the United States or Canada, or is a Certified Plant Engineer (CPE); 3) has at least four (4) years of management-level plant engineering/facilities management experience; 4) has at least eight (8) years of relevant plant engineering/facilities management experience in any of the above mentioned areas; 5) has for at least ten (10) years provided technical services directly to plant engineering/facilities management. This class of membership is a full voting member of AFE and may hold all local, regional and national offices of the Association. The term "Member" will henceforth depict this full voting membership. Individuals assuming retired status will retain all Membership rights.

B. Associate: An individual involved in plant/facilities (engineering, management, operations, administration or education) who does not meet the requirements of the Member classification. This class of membership may have voting rights within their respective chapters only.

C. Affiliate: A person not meeting the qualifications of any individual member classification defined above who is primarily a vendor serving facilities management. This class of membership may have voting rights within their respective chapters only.

D. Retired Status: An elective status for a Member, Associate or Affiliate (defined above) who is retired from active employment and not engaged in paid consulting.

E. Student: An individual enrolled as a full-time student in an accredited institution of higher learning who intends to pursue a career which would involve or interface with plant engineering/facilities management. This class of membership may have voting rights within their respective chapters only.

F. Other Membership Classifications: The AFE Board of Directors may establish by a simple majority vote other non-voting classifications that further the purposes of AFE.

Section 2. Organizational Membership: Organizational Membership is for any firm, corporation, institution, or association which promotes or adheres to the AFE purposes and objectives. Policies governing the participation of organization members shall be determined by the AFE Board of Directors. This class of membership may have voting rights within their respective chapters only.

Section 3: Application for Membership: All applicants shall complete and sign the official membership application provided by AFE, and submit it to the principal office of AFE, along with required fees. Chapters will be provided the opportunity to review applications for chapter membership.

Section 4. Removal: Members of any category may be removed from membership by the Board of Directors for cause by a two-thirds vote. Sufficient cause for removal shall be violation of these Bylaws or any lawful rule or practice adopted by AFE's Board of Directors, or bringing discredit upon AFE or its members.

The Board of Directors shall afford "due process" to anyone affected by this section before a removal vote is taken. "Due process" shall include: (a) written notice, including complete reasoning of proposed action; (b) the opportunity to submit written rebuttal; and (3) the right to a hearing, including cross examination of accusers, before the Board. The affected member(s) will have thirty (30) calendar days from the postmarked mailing date to respond in writing and/or request a hearing. Hearings dates will be scheduled as an agenda item at the next regularly scheduled Board meeting.

Section 5. Resignation: Any member may resign by filing a written resignation with the AFE headquarters. Dues and other monies paid to AFE are non-refundable.

Section 6. Membership in AFE Chapters: Individuals qualified for any of the AFE membership categories are encouraged to hold membership in an AFE chapter. All members of an AFE chapter shall hold membership in the national organization in the AFE membership category for which they are qualified. Individuals may transfer from one chapter to another without restriction or change in AFE membership category. However, individuals may be members of only one Chapter at a time.

Section 7. Member-at-Large: An individual who does not become a member of an AFE chapter shall be known as a member-at-large (MAL) in the AFE membership category for which she/he is qualified. For administrative purposes, a MAL will be assigned to a group and may be assigned to a Chapter but will still carry the MAL designation.

The Board of Directors may establish, promulgate, and bestow certain honors, awards, and other forms of non-monetary recognition to members and non-members, including organizations, as they may so designate from time to time. Monetary awards may not be given to any current or past member of the Board of Directors. Individual members may receive awards for such accomplishments as membership recruitment contests, fund-raiser door prizes, drawings, etc., as approved by the Board of Directors. All awards must follow current IRS reporting and filing guidelines.

Section 1. Establishment of Dues: Membership dues and application fees for all categories of membership shall be as established by the Board of Directors. Chapter and regional dues may be established by the chapter and region respectively.

Section 2. Delinquency and Cancellation: Any member of AFE who is delinquent in dues for the period specified by the Board of Directors shall be notified of such delinquency and thereupon forfeit all rights and privileges of membership, including but not limited to voting.

Section 3: Reinstatement: A former member may be reinstated upon showing qualifications and paying the current year’s dues and related fees. If a continuous membership record is desired, the former member shall be reinstated, thereupon, showing proper qualification and paying all dues/fees in arrears. A former member’s rights are restored upon the date of receipt and acceptance of qualifications and fees by AFE membership staff.

Section 4. Refunds: No dues or other fees shall be refunded to any member whose membership terminates for any reason.

Section 5. Dues Period: The dues period (membership year) shall be determined by the Board of Directors.

Section 1. Annual Business Meeting: The Annual Business Meeting of AFE shall be held at the place, date and time determined by the Board of Directors.

Section 2. Special Meetings. Special meetings of the AFE membership may be called by the Board of Directors at any time or shall be called by the President upon receipt of a written request by 10% of the Members providing no more than one-fourth of the requested signatures come from any one region.

Section 3. Notice of Meetings: Written notice of these meetings of AFE shall be postmarked and mailed to the last known address of each member not less than 30 days before the date of the meeting.

Section 4. Quorum of Members: At an annual or special meeting of members, a quorum shall consist of 50% of the members registered for this meeting, providing that at least 25 Members are present.

Section 5. Voting at Meetings: At all AFE meetings of the general membership, each Member shall have one vote and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority vote of those Members present and voting shall govern. Certain voting issues as specified herein are required to carry a 66 2/3% or 80% majority to carry.

Section 6. Voting by Mail: Proposals to be offered to the Members for a mail vote, excepting election ballots, shall first be approved by the Board of Directors. Wherein a proposal has been endorsed by 10% of the membership providing no more than one-fourth of the requesting signatures come from one Region, Board approval shall not be necessary. On any mail vote, except as otherwise provided in these Bylaws, a majority of votes cast shall determine the action. Mail ballots must be returned within 30 days of the postmark of the mailing. A minimum of five calendar days will be allowed before opening mail ballots to allow for Postal Service Delivery. Mail ballots received with postmarks after the closing date will not be opened and will not be counted.

Section 7. Cancellation of Meetings: The Board of Directors may reset the date of any annual meeting. By best available means, the Board of Directors shall cause the Chief Staff Director to notify the attendees of the cancellation by the best means available.

Section 1. Organization Units: To achieve the objectives of AFE, the AFE Board of Directors may at its discretion establish organizational units, such as boards, councils, sections, divisions, regions, districts, groups, or chapters to serve the interests of membership. The establishment, organization, and operation of Regions and Groups shall be as designated by the AFE Board of Directors.

A. Procedures Governing a Chapter’s Operation: All chapters shall establish and maintain bylaws which shall be consistent with AFE’s Bylaws. All chapters will provide AFE with copies of current bylaws and changes thereto. Changes are due to AFE no later than 30 days after approval by the chapter.

B. Chapter Membership: All members of an AFE chapter must hold membership in one of the AFE membership categories and members may be in only one chapter at a given time. The membership category held at the chapter level shall be the same as that held at the national level. Voting Rights should be included as part of the Chapter Bylaws.

C. Chartering as an AFE Chapter: Application shall be made in accordance with procedure established by the AFE Board of Directors.

D. Student Chapters: Student chapter formation, application, and governance shall be in accordance with procedures established by the AFE Board of Directors.

E. Charter Revocation/Inactivation: The requirements and procedures for charter revocation or inactivation shall be as determined by the Board of Directors. Chapters considered for Revocation/Inactivation may be revoked by the Board of Directors for cause by a majority vote of the Board. Sufficient cause for removal shall be in violation of these Bylaws or any lawful rule or practice adopted by AFE’s Board of Directors and/or any actions deemed by the Board to bring discredit upon AFE or its members.

F. The Board of Directors shall afford "due process" to any Chapter affected by this section before a removal vote is taken. "Due process" shall include: 1) written notice, including complete reasoning of proposed action; 2) the opportunity to submit written rebuttal; and 3) the right to a hearing, including cross examination of accusers, before the Board. The affected Chapter must respond in writing within 30 days of the mailing postmark indicating that the affected Chapter elects to exercise this "due process" provision and specify it has included a written rebuttal and/or requests a formal hearing. The hearing will be an agenda item for the next regularly scheduled Board meeting.

A. Composition: The House of Delegates is composed of the Board of Directors as defined in Article X Group Directors and one delegate from each chapter, all of whom must be Members as defined in Article V, Section 1[A]. Each AFE chapter shall be represented in the House of Delegates by its elected chapter president. A chapter may designate an alternate, via a written authorization, as its representative, in lieu of the president, for the purposes of attending meetings of the House including the Annual Business Meeting. A group director shall be a member of the House and may vote on issues put before the House. No group director may designate an alternate as group director under any condition.

B. Responsibilities: As provided in Article XIX, the House of Delegates is empowered to amend or repeal these Bylaws. The House shall also serve as a vital advisory group to the Board of Directors. The House may direct the Board of Directors to take any action except that in conflict with these Bylaws or affecting the Board’s fiduciary responsibilities.

C. Voting at Meetings; Quorum: In these meetings each member of the House shall have at least one vote. To provide for proportional representation, the number of votes accruing to a chapter delegate shall be determined according to the following formula:

The applicable number of voting Members shall be as contained in the official AFE membership records as of the postmarked date of the meeting announcement. The proportional representation of members-at-large (by the group director) shall be based on the same formula noted above. On votes taken at a meeting of the House, a majority shall govern, except where specifically stated otherwise in these Bylaws. Representation at the meeting of 5% of total authorized votes shall constitute a quorum. Proxy votes do not serve to establish a quorum.

(D) Voting by Mail: On any mail vote, except as otherwise specified in these Bylaws, a majority of votes cast (proportional basis) shall determine the action. The date the mail ballot is postmarked begins the voting period. All mail ballots must be postmarked not later than 30 calendar days from the mailing to be considered valid. A minimum of five days will be allowed after the closing date for Postal Service delivery. All ballots postmarked after the closing dates will not be opened and will not be counted.

Section 1. Authority and Responsibility: The Board of Directors shall be the governing body of AFE. It shall have oversight control and direction of the affairs of AFE including its committees. It shall determine its policies and shall actively pursue the AFE mission, objectives and purpose. The Board may adopt such rules, regulations and procedures as are necessary for the conduct of its business subject to provisions of law and these Bylaws.

Section 2. Composition: The Board of Directors shall consist of the five elected Officers of AFE, named in Article XI, Section 1, four vice-presidents, one vice president-director from each AFE geographic region; and the chief staff director, who is a non-voting member of the Board. The number of voting members of the Board shall not exceed a total of 20.

Section 3. Qualification: All elected members of the Board must hold a Member classification in AFE.

A. Manner of Election/Re-election, and Term of Office: Nominations: The Nominating Committee, acting in accordance with Article XII, Section 1, shall present at least one nominee for each seat on the Board about to be vacant. At least one nominee for each region directorship position to be elected shall be selected by the chapter presidents in that region. This selection shall be made known in writing to the AFE Nominating Committee, and shall be included in the ratification/election process described in Article XIII, Section 1.

l) Vice President-Directors from geographic regions: Elected by mail ballot from the voting members located in the respective region for a two-year term; and, may be re-elected to two additional two-year terms. Elections shall be held in the even-numbered regions in even-numbered years, and in odd-numbered regions in odd-numbered years.

2) Vice Presidents: Elected by the total voting Members for a two-year term; and, may be re-elected to one additional two-year term. Vice Presidents may not be re-elected to the same office until at least one year has lapsed since leaving that office. Two of the four vice-presidents are elected each year.

3) Officers: Elected by the total voting members to a one-year term to a particular office, except for the Treasurer and VP Membership, (as noted in Article XI, Section 5) may not be re-elected to the same office until at least one year has lapsed since leaving office.

C. All Elected Directors shall: be elected in accordance with the provisions of Article XIII, Section 1; serve their respective terms or until their successors are elected and assume office; and, begin their respective term of office on the first day of the new administrative year after the election.

Section 5. Quorum of the Board: At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of business and any business thus transacted shall be valid. Board members may vote only Aye (For), Nay (Against) or Abstain.

Section 6. Meetings of the Board: A regular meeting of the Board of Directors shall be held no less than twice during each administrative year at the time and place prescribed by the President.

Notice of these meetings shall be made not less than 30 days before the meeting is held either by postmarked mailing date, facsimile or electronic mail date stamp or other similar means.

Special meetings of the Board may be called by the President at any time or at the written request of any six directors filed with the chief staff director . Notice shall be made to each member of the Board not less than one week before a special meeting is held. Notice shall be by postmarked mail, date stamped facsimile or electronic mail or other similar means.

Section 7. Conduct of Meetings: Meetings will be conducted according to Article XVI, (Robert’s Rules of Order). The Board may, with proper notice, conduct meetings by conference telephone call, teleconference, video conference or any similar vehicle.

Section 8. Voting at Meetings: Delegation of voting privilege by any Board member or officer through any means shall not be permitted.

Section 9. Voting by Mail: Action taken by a mail (by similar vehicle such as facsimile, electronic mail) ballot of the members of the board, in which a majority indicate themselves in agreement, shall constitute a valid action of the Board. All mail ballots must be postmarked or sent (date stamped) prior to the announced closing period of voting. Ballots transmitted after the closing date will not be counted.

Section 10. Absence: Any elected officer or director who has been absent from two consecutive regular meetings of the Board shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws.

The Board of Directors shall afford "due process" to any affected officer or director requesting a hearing providing the request is received in writing by the President not later than 30 days after the absence. "Due process" shall include: 1) written notice, including complete reasoning of proposed action; 2) the opportunity to submit written rebuttal; and 3) the right to a hearing, including cross examination of accusers, before the Board. "Due process" may be accomplished by mail (including facsimile or electronic mail transmission) only if the affected officer or director does not request a hearing. In case of a hearing request, the President shall place this on the agenda for the next regularly scheduled Board of Directors meeting or call a Special Meeting. A two-thirds vote of those present Members is required to over-ride the provisions of this Section. The affected officer(s) or director(s) are not eligible to vote at this hearing.

In cases where the officer is the President (chief elected officer), the Immediate Past President will assume the duties of the President until the matter is resolved. In case of removal of the President, the President-Elect will fill the unexpired term of the removed President.

Section 11. Vacancies and Removals: Any vacancy occurring on the Board between elections may be filled by the President with the approval of the Board. A director, so appointed and approved to fill a vacancy, shall serve the balance of the predecessor’s unexpired term. The appointee’s balance of term shall not be counted as serving an elected term to that office.

The Board of Directors may, in its discretion by affirmative vote of two-thirds of its members, remove any director for cause. The rights of due process as described in Article V, Section 4 shall apply.

Section 12. Compensation: No elected member of the Board shall receive any income or compensation from AFE or its organizational entities (as defined in Article IX). The Board of Directors will define a reimbursement policy for payment of AFE-related expenses incurred by any Board Member.

Section 1. Composition: The elected officers of AFE shall be a President, President-Elect, Immediate Past-President, Treasurer, and Vice President-Membership. All are to be elected by the Members. Officers will serve until their successors have been elected and assume office. The President-Elect shall automatically succeed to the Presidency, and the President to Immediate Past President. The chief staff director is a nonvoting officer.

Section 2. Qualifications for Office: Any Member in good standing shall be eligible for nomination and election to any elective office of AFE, except President-Elect and President where rank of current Certified Plant Engineer (CPE) will be required. No Member may hold more than one elective Board position at the same time.

Section 3. Nomination and Election of Officers: In accordance with the procedure specified in Article XII, Section 1, the Nominating Committee shall prepare and submit a nomination(s) for each of the elective offices of AFE wherein the succession is not automatic.

Section 4. Term of Office: Each elected officer shall take office on the first day of the new calendar year following election and shall serve for a term of one year or until a successor is elected and assumes office. Each elected officer shall serve concurrently as a member of the Board of Directors and the House of Delegates.

Section 5. Re-election: The President Elect, President and the Immediate Past President having served one full term, shall not be eligible for re-election to the same office until at least one year shall have lapsed. The Treasurer, the V. P. Membership and the Vice Presidents at Large may serve a maximum of two consecutive terms. Partial terms completed by being appointed to a vacancy do not constitute a full term.

Section 6. Vacancies and Removals: Vacancies in any officer position may be filled for the balance of the term by appointment by the President and approval by the Board of Directors at any regular or special meeting, or by mail ballot. The Board of Directors, in its discretion, by a two-thirds vote of all its members excluding the affected officer who may not vote at a removal hearing, may remove any elected officer for cause. The rights of "due process" as outlined in Article V, Section 4, shall apply.

A. President: The President shall be the chief elected officer of AFE and serve as Chair of the Board of Directors and the House of Delegates. The President: Chairs the Annual Business Meeting; Serves as a member ex-officio with the right to vote on all committees except the Nominating Committee; and, shall make all required appointments. At the Annual Business Meeting of AFE and at other times as deemed proper, the President shall communicate to the members about matters and make suggestions as may promote the welfare and increase the usefulness of AFE. The President shall perform other duties as are necessarily incident to the office of the President or as may be prescribed by the Board of Directors, and — with full authority — describe and assign the duties of the four vice-presidents.

B. President-Elect: The President-Elect shall succeed to the Presidency. Duties shall be as designated by the President. The President-Elect shall perform the duties of the President in the event of the President’s inability to serve or removal. The President-Elect shall serve as the chair of the Planning and Resources Committee (PRC).

C. Treasurer: The Treasurer shall be responsible for: the collection of all revenues, proper accounting procedures, and financial strategies. The Treasurer shall regularly report on the financial condition of AFE at all scheduled meetings of the Board, at the Annual Business Meeting, and at other times when directed by the President. The Treasurer serves as the vice chair of the Planning and Resources Committee (PRC) and chair of the Budget and Finance Committee.

D. Vice President of Membership: The Vice President of Membership shall be responsible for new membership growth and assist in retention of exiting members. The Vice President of Membership shall regularly report on the membership statistics at all regularly scheduled meetings of the Board and at the Annual Business Meeting, and at other times as directed by the President.

E. Managing Staff Executive: The appointment, authority and responsibilities of the Managing Staff Executive are as defined in Article XIII.

Section 1. Nominating Committee: The Nominating Committee, appointed by the President, will be comprised of three Past Presidents of AFE. The Immediate Past President shall normally be the chair. If the Immediate Past President is not available, the President may appoint the Chair from among the other Past Presidents appointed. This committee shall nominate candidate(s) from among the Members for each officer position scheduled to be vacated at the end of the calendar year. The Nominating Committee shall report to the Board at least 60 days prior to the election for concurrence. Board rejection requires an 80% "NAY" vote of the entire board. Thirty calendar days shall be permitted for nominations from the Members. Each nomination from the Members must be accompanied by a written and signed petition of at least 2% of the Members, providing no more than 0.5% come from any single Region, and written certification from the nominee of willingness and ability to serve. For nomination of any candidate for election to an officer or Board position, the candidate shall meet the Member qualifications described in Article V, Section l(A). Should no additional nominations for a Board position be received through this process, the nominee for that position will be declared elected. In the case that additional nominations are received from the Members, the ballot shall indicate those nominees recommended by the Nominating Committee and those recommended by petition. The candidate receiving the highest number of votes for a given office shall be declared elected.

Section 2. Budget and Finance: The Budget and Finance Committee shall consist of the President, President-Elect, Immediate Past President, Treasurer, Vice President - Membership and the Chapter Relations Committee Chair. The chief staff director and the Director of Finance and Administration serve as non-voting members of the Budget and Finance Committee.

Section 3. Planning and Resources: The Planning and Resources Committee (PRC) shall be comprised of 7-15 members appointed by the President to staggered three-year terms. Each region will be represented by a region member. The chief staff executive is also a regular member of this committee. The PRC shall report to the Board at every regularly scheduled board meeting and at other times as directed by the President. The PRC is responsible for continually and routinely assessing the needs of AFE.

The PRC is charged with evaluating all AFE programs and for developing recommendations for changing and/or establishing new directions to meet the needs of AFE. The PRC is normally a review Committee reporting back to the Board. However, from time to time, the President may assign specific tasks to the PRC for later submittal to the Board.

Section 4. Chapter Relations: The Chapter Relations Committee (CRC) shall be comprised of vice-president directors from all regions and the Chapter Relations Manager shall serve as a non-voting member. The Chair shall be nominated by the CRC Members, and appointed by the President. The CRC is responsible for: existing member retention; for discussing and reviewing the needs of Members, Chapters and Regions; and communicating those needs to the Board of Directors. The CRC will report to the Board of Directors at every regularly scheduled Board meeting and as directed by the President.

Section 5. Special Committees: The President shall appoint committees or Task Forces as are necessary and are not in conflict with other provisions of these Bylaws. Special committees shall report to regularly scheduled Board meetings and as directed by the President.

A. Appointment: The Board shall employ a Managing Staff Executive whose terms and conditions of employment shall be as approved by a simple majority of the Board. The President will make periodic performance appraisals of the managing staff executive and make appropriate recommendations regarding terms of employment to the Board. All incentive compensation must be approved by the Budget and Finance Committee and incorporated into an employment contract. Position and job titles shall be approved by the President.

2. The Managing Staff Executive shall be appointed by the Board. The Managing Staff Executive shall report to the Board through the President. The Managing Staff Executive shall be responsible for all operational management functions, including employment, performance evaluation, promotion (except to Director of Finance and Administration as noted later herein Article XIII, Section 1 - B 2) and termination of employment of the staff members, and to individually fix staff compensation and/or incentives within the approved budget.

3. The Managing Staff Executive shall define the duties of the AFE staff, supervise their performance, establish titles and position descriptions and assign duties and responsibilities commensurate with their execution and in the best interests of AFE.

4. 2. The Managing Staff Executive is a non-voting member of the Board, and serves as a regular member of the Budget and Finance Committee, the Planning and Resources Committee and all other committees as assigned by the AFE President.

5. The Managing Staff Executive serves as the Corporate Secretary and is responsible for maintenance of all official records, minutes of meetings, and similar activities required by these Bylaws, good business practices, and, applicable law and regulations.

A. Appointment: The Director of Finance shall be appointed by the Board of Directors, is the Managing Financial Officer of the association and will report on all financial matters directly to the AFE President and the Board of Directors as necessary.

B. Authority and Responsibility: The Director of Finance and Administration will receive day to day direction from the Managing Chief Staff Executive. The Director of Finance and Administration is a regular member of the Budget and Finance Committee and will make reports to both the Budget and Finance Committee and the Board of Directors at regularly scheduled meetings, and as otherwise directed by the President.

Section 1. Fiscal Year: The fiscal year shall be the calendar year (January 1 - December 31).

Section 2. Dues Periods: The dues periods shall be as recommended by the Budget and Finance Committee and approved by the Board of Directors.

Section 3. Budgets: With recommendations of the Budget and Finance Committee, the Board shall establish an annual operating budget covering all activities of AFE.

Section 4. Audits: All accounts of AFE shall be audited not less than annually by an independent Certified Public Accounting firm who shall be appointed by the President, with the approval of the Board, and who shall provide a report to the Board of Directors after the close of each fiscal year. Such reports must include financial information required by law, observations as to the condition of AFE finances, and recommendations/suggestions on improving our finances and administration thereof. The Treasurer shall furnish the Members, within 90 days following receipt of the audit, a summary financial report for the fiscal period just ended.

The rules contained in the latest edition of ROBERT’S RULES OF ORDER shall govern the conduct of all meetings of AFE in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any rules adopted by the AFE Board of Directors. A Parliamentarian shall be appointed by the President for Annual Business Meetings and other meetings. In cases of disagreement, The Parliamentarian’s ruling will be final.

AFE shall indemnify, hold harmless, and/or defend: all current and former officers; members of the Board (as defined by these Bylaws); AFE employees; and their respective executors, administrators and heirs, against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding, to the extent permitted by law, in which they are made parties, or a party, by reason of having been an officer, Board member, or employees of AFE, except wherein adjudged liable for willful misconduct in the performance of duty. AFE, at the election of the Board, may provide direct legal representation of their choice in lieu of payment for legal services.

On dissolution, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations consistent with the Purpose of the Association (Article III) and be selected by the Board of Directors.

Section 1. Proposing: Amendments to or repeal of these Bylaws may be proposed by: 1) the Board of Directors on its own initiative; 2) written petition signed by 25% of the voting members of the House of Delegates, addressed to the Board; or 3) written petition signed by 5% of the Members of AFE, addressed to the Board, with no more than 2% of the signatures coming from any one AFE region. The Chief Staff Director shall be required to send no more than one pro and/or one con statement about each qualifying proposed amendment to the House of Delegates or the Members with the ballot containing the amendment. These statements must be no longer than 300 words and signed by no more than five members. Signing members may include their PE, CFEP, or CPE designation and current AFE national, regional, or chapter office held.

Section 2. Approval: Amendments to or repeal of these Bylaws shall be approved upon a two-thirds vote of: 1) The House of Delegates present and voting at an Annual Business Meeting of AFE, with notice of the proposed changes being sent in writing to the members of the House eligible to vote postmarked at least thirty (30) calendar days before this meeting; or 2) The House of Delegates voting ballot and information postmarked by at least thirty (30) calendar before the election balloting closes. or 3) The general Members of AFE for voting by mail ballot within thirty (30) calendar days from the postmarked mailing. A maximum of five calendar days will be allowed after the closing period to assure all mail ballots are received. Ballots with a postmark of later than the closing date will not be opened and not counted The form of the vote will be determined by the Board of Directors.

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