COPAFS
 

COPAFS Bylaws

with Amendments Incorporated  November 1997

ARTICLE I

OFFICES AND REGISTERED AGENT

Section 1. Principal office. The principal office of the Council of Professional Associations on Federal Statistics, a nonprofit corporation incorporated under the laws of the Commonwealth of Virginia (hereinafter the "Council"), shall be at such suitable place within or without the Commonwealth of Virginia as the Board of Directors may from time to time determine.

Section 2. Registered Office and Agent. The Council shall have and continuously maintain a registered office in the Commonwealth of Virginia (which may be identical with the principal office) and the Board of Directors of the Council shall appoint and continuously maintain in service a registered agent in the Commonwealth of Virginia, who shall be an individual resident of the Commonwealth of Virginia and an officer or director of the Council, a member of the Virginia State Bar, or a professional corporation, registered under the provisions of section 54-42.2 of the Code of Virginia.

Section 3. Other Offices. The Council may have such other office or offices, at such suitable place or places within or without the Commonwealth of Virginia as the Board of Directors may from time to time determine as necessary for the conduct of the affairs of the Council.

ARTICLE II

MEMBERSHIP

Section 1. Classes of Membership. The Council shall have two classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:

(a) Member Associations. Any professional association that has a concern for federal statistics and supports the objectives of the Council is eligible for membership in the Council. Such organization should have as a principal objective the advancement of knowledge and the exchange of ideas. A Member Association of the Council shall appoint two persons who currently are members of that association (or representing a member organization in that association) to represent it on the Council. Each representative has a vote on all matters put to a vote. Member Associations may appoint one or two alternates to attend Council membership meetings when a regular representative is unable to attend. Alternates may also vote, but there are to be no more than two representatives from a Member Association voting at any membership meeting of the Council. Representatives and alternates serve at the pleasure of the Member Association and are selected in accordance with the association's own criteria.

(b) Affiliates. A company, union, university, state or local government agency, or other organization that has a concern for federal statistics and supports the objectives of the Council is eligible to become an Affiliate of the Council. Agencies of the federal government are not eligible to become Affiliates of the Council. Affiliates receive all communications sent to Member Associations, designate an individual to attend membership meetings of the Council, and have full voting rights. Affiliates may appoint an alternate to attend Council membership meetings when a regular representative is unable to attend. The alternate may vote, but there is to be no more than one representative from an Affiliate voting at any membership meeting of the Council. (Adopted March 1995)

(c) Honorary Membership. COPAFS will consider assigning Honorary Membership to individuals who have officially represented their organizations in the past and who have achieved a distinguished lifetime record in the field of applied statistics. Such individuals, at the time proposed for Honorary Membership, will have ceased employment in any government agency or organization that would be eligible for membership or affiliate status in COPAFS. Honorary members may not hold office in COPAFS or vote. Honorary Membership may be conferred, upon recommendation by the Board, by a majority vote of the membership. Honorary Membership may be suspended upon change in circumstances (such as re-employment) of the Honoree. Honorary Membership is not affected by professional association in a Member organization. (Amendment, adopted March 11, 1994)

Section 2. Application for Membership. Organizations seeking membership in the Council as Member Associations or Affiliates must submit a completed application, in such form as the Board of Directors shall from time to time determine, to the Board of Directors or a committee or officer designated by the Board of Directors, which, in its sole discretion, will grant or deny the organization's application for membership. Applicants will be notified in writing, if accepted, and of the membership status granted.

Section 3. Termination of Membership. The Board of Directors, by the affirmative vote of two-thirds of all of the members of the Board present at any regular or special meeting, may terminate the membership of a Member Association or Affiliate, for cause, after an appropriate hearing, and may, by a majority vote of those present at any regular or special meeting, terminate the membership of any Member Association or Affiliate that becomes ineligible for membership or suspend or expel any Member Association or Affiliate that shall be in default in the payment of dues or delegate such authority to an appropriate committee.

Section 4. Membership Dues. The amount of the dues of the Member Associations and Affiliates shall be determined by the Board of Directors and shall be paid monthly or annually by such dates or date as may be determined by the Board from time to time. The Board of Directors may establish different dues amounts for members of different classes.

ARTICLE III

MEETINGS OF MEMBERSHIP

Section 1. Regular Meetings. Regular meetings of the membership shall be held once each quarter, at such time, day and place as shall be designated by the Board of Directors. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

Section 2. Special Meetings. Special membership meetings may be called by the Board of Directors and shall be called by the Board upon written request therefor to the Secretary of the Council of not less than one-third of the designated representatives (or alternates) of the Member Associations and Affiliates

Section 3. Notice of Meetings. Notice of the time, day, place, and purpose of each meeting shall be given to the designated representatives of the Member Associations and Affiliates of the Council not less than ten days nor more than sixty days from the meeting date in the manner set forth in Section 2 of Article VIII hereof.

Section 4. Quorum. A quorum for the transaction of any and all business at a regular meeting or any special membership meeting of the Council shall consist of not less than one-half of the designated representatives (or alternates) of the Member Associations and Affiliates. If a quorum is not present, a majority of the designated representatives (or alternates) of the Member Associations and Affiliates, present, may adjourn the meeting to a future time, without further notice being required.

Section 5. Manner of Acting. Except as otherwise expressly required by law, the Articles of incorporation of the Council, or these Bylaws, the affirmative vote of a majority of the designated representatives (or alternates) of the Member Associations and Affiliates, present, at any meeting of the membership, at which a quorum is present, shall be the act of the membership.

Section 6. Written Consent. Action taken by the designated representatives (or alternates) of the voting members, without a meeting, is nevertheless the action of the membership if written consent to the action in question is signed by all of the designated representatives (or alternates) of the members entitled to vote and filed with the minutes of the proceedings of the members, whether done before or after the action so taken.

Section 7. Mail Ballot For Election of Officers and Directors. In lieu of obtaining the vote of the membership at a regular or special meeting, the Board of Directors may submit the election of officers and directors to the designated representatives of the Member Associations and Affiliates for approval by mail ballot. An official ballot shall be mailed to each designated representative of the Member Associations and Affiliates. Ballots postmarked later than the announced deadline will not be counted. The affirmative vote of a majority of the designated representatives, of the Member Associations and Affiliates, voting by ballot, shall be the act of the membership.

ARTICLE IV

BOARD OF DIRECTOR

Section 1. Powers. There shall be a Board of Directors of the Council, which shall manage, supervise and control the business, property and affairs of the Council, except as otherwise expressly provided by law, the Articles of Incorporation of the Council, or these Bylaws. The Board of Directors shall be vested with the powers possessed by the Council itself, including the powers to determine the policies of the Council and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Council, to disburse the funds of the Council, and to adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 2. Number and Qualifications. The members of the initial Board of Directors of the Council shall be those individuals named in the Articles of Incorporation of the Council, and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Council shall be composed of nine individuals.*

Section 3. Election and Term of Office. The President (Chair), Vice Chair, Secretary, Treasurer and Immediate Past Chair shall be ex officio members of the Board of Directors. Four at-large members of the Board of Directors shall be elected by the designated representatives of the voting members at the last regular quarterly membership meeting of the year. Procedures for nominating candidates for election as directors may be established by resolution of the Board of Directors. Each at-large member of the Board of Directors of the Council shall serve for a term of one year.

Section 4. Resignation. Any director may resign at any time by giving written notice to the Chair of the Council. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair of the Council.

Section 5. Removal. Any at-large director may be removed from such office by a two-thirds vote of the designated representatives of the voting members at any regular or special meeting of the membership at which a quorum is present, for (1) violation of these Bylaws or (2) engaging in any other conduct prejudicial to the best interests of the Council Such removal may occur only if the director involved is first provided (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the membership scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such director, (2) an opportunity to appear before the membership or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and (3) a written explanation as to (if such is the case) why such director is being removed from such office. In these regards, the designated representatives of the membership shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Council.

Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining members of the Board of Directors for the unexpired term.

Section 7. Regular Meetings. Regular meetings of the Board of Directors of the Council shall be held twice a year, once in the first six months and once in the second six months of each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the Chair of the Council or by a majority of the voting directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 9. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least ten days previous thereto in the manner set forth in Section 2 of Article VIII hereof. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

Section 10. Quorum. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except, if less than a quorum of directors is present at such meeting, one-third of the directors present may adjourn the meeting from time to time without further notice.

Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Council, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

Section 12. Written Consent. Action taken by the Board of Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other and such participation in a meeting shall be deemed presence in person at such meeting.

Section 14. Compensation. No director shall receive any compensation for services rendered in such capacity, except that the Board may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the director to the extent provided by such resolution.

ARTICLE V

OFFICERS

Section 1. Officers. The Board of the Council shall consist of a President (who shall be termed the "Chair"), a Vice Chair, a Secretary, a Treasurer, an Immediate Past Chair, four at-large members and an Executive Director. The Council shall have such other officers and assistant officers as the Board of Directors may deem necessary, such officers to have the authority, and to perform the duties prescribed by the Board of Directors. At least four members of the Board, whether officers or at-large members, must represent member Associations. (Effective December 10, 1999)

Section 2. Election of Officers. The initial officers shall be selected by the initial Board of Directors at the organizational meeting. Thereafter, the officers of the Council, other than the Immediate Past Chair and Executive Director, shall be elected by the designated representatives of the Member Associations and Affiliates at the last quarterly membership meeting of the year. Procedures for nominating candidates for election as officers may be established by resolution of the Board of Directors.

Section 3. Term of Office. The officers of the Council shall be installed at the regular meeting at which they are elected and shall hold office for one year until the next appropriate regular meeting or until their respective successors shall have been duly elected and qualified. Officers may be elected for two consecutive terms.

Section 4. Resignation. Any officer may resign at any time by giving written notice to the Chair of the Council. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair.

Section 5. Removal. Any officer may be removed by the Board of Directors at any regular or special meeting of the Board at which a quorum is present, whenever in its judgment the best interests of the Council would be served thereby, but, such removal will be without prejudice to the contract rights, if any, of the officer so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired term.

Section 7. President. The President (who shall be termed the "Chair") shall be the chief executive officer of the Council and, subject to the overall guidance and supervision of the Board of Directors, give active direction and control of the business and affairs of the Council. He or she may sign, with the Secretary or any other proper officer of the Council authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Council; and in general, he or she shall perform all duties incident to the office of the Chair and such other duties as may be assigned to him or her by the Board of Directors from time to time.

Section 8. Vice Chair. In the absence of the Chair or in the event of his or her inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or Board of Directors.

Section 9. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Council and see that the seal of the Council is affixed to all documents, the execution of which on behalf of the Council under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

Section 10. Treasurer. The Treasurer shall be the chief financial officer of the Council. The Treasurer will review the financial statements of the Council and regularly report the findings to the Board of Directors; together with the Chair, assist the Executive Director in the preparation of the annual budget; periodically review the Council's fiscal control and financial management procedures; and in general perform the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Chair or by the Board of Directors.

Section 11. Immediate Past Chair. The Immediate Past Chair shall counsel and assist the Chair and Vice Chair in the performance of their duties. The Immediate Past Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or the Board of Directors.

Section 12. Executive Director. The Executive Director shall have general responsibility for carrying out the policies and programs of the Council and such other duties as from time to time may be assigned to him or her by the Chair or the Board of Directors. The Board of Directors shall select the Executive Director of the Council.

Section 13. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Council shall furnish, at the expense of the Council, a fidelity bond, approved by the Board of Directors in such sum as the Board shall prescribe.

ARTICLE VI

COMMITTEES

Section 1. Committees. The Chair on behalf of the Board of Directors may create and appoint members to such committees as shall from time to time be deemed appropriate, such committees to have the power and duties designated by the Board of Directors; provided that no such committee which has members who are not directors shall have and exercise the authority of the Board of Directors in the management of the Council.

Section 2. Term of Office. Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 3. Vacancies. Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 5. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Council, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances.

Section 2. Checks. Drafts. etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Council, shall be signed by such officer or officers, agent or agents of the Council and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chair or a Vice Chair of the Council.

Section 3. Deposits. All funds of the Council shall be deposited from time to time to the credit of the Council in such banks, trust companies or other depositaries as the appropriate officer or officers, agent or agents of the Council may select.

Section 4. Gifts. The Board of Directors may accept on behalf of the Council any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Council.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Council shall commence on October 1 and terminate on September 30 of the following year, except that the first year of the Council shall commence on May 30, 1990.

Section 2. Notice. Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Council or statute, notice is required to be given to a director, committee member, member designated representative of a member or officer, such notice shall be given in writing, by first-class, certified, or registered mail or by express delivery service, with postage or express delivery charges thereon prepaid, to such person at his or her address as it appears on the records of the Council. Such notice shall be deemed to have been given when deposited in the United States mail or delivered to the express delivery service. Notice may also be given by telegram, telex, telecopy, or telephone, and will be deemed given when received, if followed by a written notice mailed on the same day or the next day.

Section 3. Seal. The official seal of the Council shall have inscribed thereon the name of the Council and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, lithographed, stamped, or otherwise made, placed, or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.

Section 4. Books and Records. The Council shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors.

ARTICLE IX

INDEMNIFICATION

The Council shall indemnify each member of the Board of Directors, as described in Article IV hereof, and each of its officers, as described in Article V hereof, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.

The Council shall indemnify each of its directors and officers, as aforesaid, from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him or her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner herein provided that he or she acted in good faith for a purpose which he or she reasonably believed to be in the best interests of the Council and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his or her conduct was unlawful. A nonjudicial determination that the director or officer has met the foregoing applicable standard of conduct shall be made (1) by the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) if a quorum cannot be obtained under (1), by majority vote of a committee duly designated by the Board of Directors (in which designation, directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) by special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (1) or (2); or (4) by special legal counsel if a quorum of the Board of Directors cannot be obtained under (1) and a committee cannot be designated under (2), selected by majority vote of the full Board of Directors, in which selection, directors who are parties may participate.

Every reference herein to a member of the Board of Directors or officer of the Council shall include every director and officer thereof and former director and officer thereof. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above whenever arising, allowable as above stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Council might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE X

AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed or new Bylaws adopted upon the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board and the affirmative vote of a majority of the designated representatives (or alternates) of the Member Associations and Affiliates in attendance at any regular or special meeting of the inembership. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.