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Ethics and Compliance Officer Association

Association Bylaws

Revised And Approved October, 2020

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Name;Office

The name of the corporation is Ethics and Compliance Officer Association ("Association"), a not for profit corporation organized and existing under the laws of the State of Delaware. The principal office of the Association shall be located at 2650 Park Tower Drive, Suite 830, Vienna, VA 22180. The Association may have such other offices, either within or without the State of Delaware, as the Board of Directors may designate or as the affairs of the Association may require from time to time. The Association may also conduct programs under the trade name "Ethics & Compliance Initiative" "Ethics & Compliance Association," or such other trade names as are adopted by the Board of Directors of the Association (the "Board of Directors").

Purposes

The Association is organized for the advancement of the theory and practice of ethics, compliance and corporate governance within organizations, as defined in Internal Revenue Code ("IRC") Section 501(c)(6). To this end, the Association sponsors educational and growth activities, each considered vital to the needs of its professional members. These activities include, without limitation, research, publications and professional development and educational forums and conferences. The Board of Directors may approve other activities deemed necessary to fulfill the purpose of the Association.

Membership

  1. Eligibility. Membership in the Association shall be open to all organizations, companies or individuals having a personal, professional or organizational interest in ethics and compliance programs and/or corporate governance practices, including without limitation individuals actively involved in devising, implementing, administering and overseeing ethics and compliance programs and/or corporate governance practices within their organizations. Membership status is obtained through application and payment of dues associated with the membership class. Additional membership criteria, other classes of membership, and dues rates may be established from time-to-time by the Board of Directors.
  2. Classes of Memberships. The Association shall have the following classes of members:
    1. Organizational Membership - any organization, including without limitation any private or public company or any federal, state, municipal or non-US governmental organization, having an ethics and compliance, corporate governance, business conduct, or similar function or intending to establish one may become an Organizational Member. An Organizational Membership includes the ability for ten (10) designated employees of that organization to participate in Association activities as that organization’s representatives. The Organizational Member may name one (1) of these ten (10) representatives as a primary contact with the Association. Each Organizational Member shall have one (1) vote on all matters that may be presented to the members of the Association, including the election of directors of the Association. Each Organizational Member shall have the right, pursuant to Section 3.9 of these Bylaws, to nominate eligible persons to serve on the Board of Directors. Persons designated as representatives of Organizational Members pursuant to this section 3.2.1 are eligible to be nominated and to serve as members of the Board of Directors.
    2. Dues Paying Organizational Membership - in addition to the ten employees of an Organizational Member company designated as representatives pursuant to Section 3.2.1 of these Bylaws, additional persons who are recognized or designated by an Organizational Member as having an assigned role and responsibility for ethics, compliance, or business conduct programs and/or corporate governance practices within his or her respective organization may become Dues Paying Organizational Members. These memberships, however, may be retained only so long as the person is employed by the respective Organizational Member and assigned the previously described role and/or responsibility and the respective Organizational Member is in good standing. A Dues Paying Organizational Member shall not have the right to vote on any matter that may be presented to the members of the Association.
    3. Individual Membership - any individuals who are recognized or designated by their organization or government organization as having an assigned role and responsibility for the organization’s internal ethics, compliance, or organizational conduct program and/or corporate governance practices, but who are not Organizational Member representatives, or Dues Paying Organizational Members, may become Individual Members. In contrast with Organizational Member designated representatives or Dues Paying Organizational Members, where the membership belongs to the organization and the individual employee’s status as member is contingent upon continued employment with the respective Organizational Member, an Individual Member retains his or her membership for so long as he or she remains eligible for Individual Membership and pays his or her dues accordingly. Individual Members shall not have the right to vote on any matter that may be presented to the members of the Association nor are they eligible to be nominated or to serve as members of the Board of Directors.
    4. Fellow Membership- any organization having an ethics and compliance, corporate governance, business conduct, or similar function may become a Fellow organization. Fellow organizations will be charged higher dues and will receive benefits in addition to those of Organizational Members, and such additional dues and benefits will be determined by management and communicated to Fellow members from time to time. The Fellow organization may designate a primary contact with the Association. Each Fellow organization shall have one (1) vote on all matters that may be presented to the members of the Association, including the election of directors of the Association. Each Fellow Organization also shall have the right, pursuant to Section 3.9 of these Bylaws, to nominate eligible persons to serve on the Board of Directors. Persons designated as the representatives of Fellow organizations pursuant to this section 3.2.1 are eligible to be nominated and to serve as members of the Board of Directors. The levels of Fellow organizations are Fellow, Senior Fellow and Leadership Fellow, each of which level may have different dues and benefits.
    5. Organizational Partner - Any organization that supports other organizations’ ethics and compliance program and/or corporate governance practices, or has an interest in these activities may become an Organizational Partner. Organizational Partners shall not have the right to vote on any matter that may be presented to the members of the Association nor are they eligible to be nominated or to serve as members of the Board of Directors.
    6. Partners - Any individual who has a personal or professional interest in ethics and compliance and/or corporate governance practices may become a Partner. Partners shall not have the right to vote on any matter that may be presented to the members of the Association nor are they eligible to be nominated or to serve as members of the Board of Directors.
    7. Emeritus Membership - From time to time, the Board of Directors may designate former members of the Board of Directors or others as Emeritus members of the Association even if they no longer meet the requirements for Association membership. Emeritus Members shall not have the right to vote on any matter that may be presented to the members of the Association nor are they eligible to be nominated or to serve as members of the Board of Directors. Emeritus Members shall hold membership for such time and under such conditions as may be established by the Board of Directors. The membership status of an Emeritus Member, or the conditions of such Emeritus Member’s membership, may be revoked by a vote of the Board of Directors.
  3. Duration. Fellows, Organizational Members, Organizational Partners, Individual Members and Partners shall hold membership for periods of one (1) year, in accordance with procedures to be established by the Board of Directors.
  4. Meetings; Notice. All meetings of members shall be held at any place determined by the Board of Directors. The members may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by any such means (or who has given a proxy or voted by written ballot as provided for herein) is deemed to be present in person at the meeting. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given to each member entitled to vote on the matter by the Board Chair, the Vice-Chair, the Chief Executive Officer, or the Secretary of the Association. The written notice shall state the place, date, and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice may be provided by mail, private carrier, facsimile transmission, or other form of wire, wireless, or electronic communication (e.g., e-mail). Written notice of such meeting shall be sent to each member entitled to vote at least ten (10) days prior to such meeting. Notice provided to a member's e-mail address as indicated on the records of the Association shall be deemed proper notice for any purpose set forth in these Bylaws.
  5. Annual Meeting. An annual meeting of the members shall be held each year on such date as shall be determined by the Board of Directors for, if necessary, the election of directors and for the transaction of any other business authorized to be transacted by the members.
  6. Special Meetings. Except as otherwise provided by law, special meetings of the members of the Association shall be held at such places and times as may be determined by:
    1. the agreement of the Board Chair, the Vice-Chair and the Chief Executive Officer,
    2. a majority of the Board of Directors, or
    3. members who constitute at least twenty percent (20%) of the members entitled to vote making written application therefore to the Secretary stating the time, place, and purpose of the proposed meeting.

    Directors shall not be elected at special meetings and no other business shall be transacted at a special meeting except as stated in the notice sent to the members, unless by the unanimous consent of the members, either in person or by proxy.

  7. Quorum; Requisite Vote. Except as may otherwise be provided by law, the presence of ten percent (10%) or more of the members entitled to vote, represented in person, by written ballot or by proxy, shall constitute a quorum at a meeting of members. In the event that less than a quorum is represented at any meeting, a majority of the members so represented and entitled to vote may adjourn the meeting from time to time without further notice. When a quorum is present at any meeting, a majority of the members represented at the meeting entitled to vote shall decide any question (with the exception of election of directors) brought before such meeting, unless the question is one upon which by express provision of law or of the Certificate of Incorporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of each question. Except as otherwise provided in these Bylaws, directors shall be elected by a plurality of votes cast and there shall be no cumulative voting with respect to election of directors.
  8. Proxies; Ballots. Members of record and in good standing who are entitled to vote may appear (for the purposes of determining the presence of a quorum) and vote at any meeting either in person, by written ballot, or by proxy to another member in writing, executed by the member; provided, however, no person can act as a proxy for more than two (2) members. Proxies and written ballots may be in any format, including facsimile or any electronic form of communication (e.g., e-mail). Proxies and written ballots shall be filed with the Secretary of the meeting before a vote. A proxy shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the member executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period.
  9. Nominations for Directors.
    1. Selection of Nominees. Nominations may be made in one of the following ways:
      1. by or at the direction of the Board of Directors or a committee appointed by the Board of Directors authorized to make such nominations (the proposed nominees being referred to herein as "Board- designated Nominees") in accordance with Section 3.9.4 of these Bylaws; or
      2. by at least twenty percent (20%) (in the aggregate) of the Senior Fellows, Fellows, Organizational, and Individual Members who select nominees in the manner specified in Section 3.9.2. and Section 3.9.4.3, (such proposed nominees being referred to herein as "Member-designated Nominees").
    2. Fellows, Senior Fellows, Organizational, and Individual Members Nominations "Member-designated Nominees".
      1. Threshold for Inclusion of a Proposed Nominee in the List of Member-designated Nominees. At least twenty percent (20%) (in the aggregate) of the Senior Fellows, Fellows, Organizational , and Individual Members must vote in favor of including the proposed nominee in the list of Member-designated Nominees.
      2. Eligibility to Vote for Inclusion of a Proposed Nominee in the List of Member-designated Nominees. The number of Senior Fellows, Fellows, Organizational , and Individual Members constituting the aggregate twenty percent (20%) shall be determined from such fellows and members of record who are entitled to vote at the time when the list of Board-designated Nominees is sent to Senior Fellows, Fellows, Organizational , and Individual Members of the Association in accordance with Section 3.9.4 of these Bylaws.
      3. Timing of Notice of Member-designated Nominees. The Secretary of the Association must be given notice by the requisite number of Fellows, Senior Fellows, Organizational, and Individual Members of any proposed additional nomination(s), i.e., a list of Member-designated Nominees, within thirty (30) calendar days after the distribution of the list of Board-designated Nominees created pursuant to Section 3.9.4
      4. Other Required Information to be Submitted Relating to Member-designated Nominees. Together with the notice specified in Section 3.9.2.3, the Secretary must also be provided with: (i) the written agreement of the person(s) proposed to be nominated to serve on the Board of Directors, if nominated and elected; and (ii) such other information about the proposed nominee as may be requested by the Secretary for the Nominating/Governance Committee and Board of Directors to review of the proposed candidate and determine whether the proposed candidate meets all criteria for membership on the Board of Directors that are established from time-to-time by the Board of Directors ("Board Membership Criteria").
  10. General. Only such persons:
    1. who are eligible to serve as directors and who are nominated and elected in accordance with the procedures set forth in this Section 3.9; or
    2. who have been elected or appointed by the Board of Directors as set forth in Article IV of these Bylaws

    may serve as directors of the Association. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the Board of Directors (or such committee to which such power has been delegated) shall have the power and duty to determine whether a person proposed to be nominated is eligible to serve as a director and whether the nomination of that person was made in accordance with the procedures set forth in these Bylaws. If any proposed nominee is not eligible or if the nomination is not in compliance with these Bylaws, the Board of Directors (or such committee) may declare that such defective nomination shall be disregarded.

  11. Nominating Process and Timing. Each year, unless the Board of Directors or Executive Committee determines otherwise, the Nominating/Governance Committee shall solicit and receive from the Senior Fellows, Fellows, Organizational , and Individual Members’ representatives nominations (which may include self-nominations) for director candidates to begin service on the next succeeding 1st of January.
    1. The names of any proposed candidates, together with such information as may be requested by the Secretary of the Association in order for the Nominating/Governance Committee and Board of Directors to undertake a review of the proposed candidate in order to make a determination whether the proposed candidate meets the Board Membership Criteria, shall be submitted to the Secretary each year at a time to be determined by the Board of Directors.
    2. At a time to be determined by the Board of Directors, the Nominating/Governance Committee, after reviewing the qualifications of each candidate, shall propose to the full Board of Directors a nominee or a slate of nominees for election to the Board of Directors to begin service on the next succeeding 1st of January. Determinations whether any proposed candidate meets the Board Membership Criteria, when made by either the Nominating/Governance Committee or Board of Directors, shall be binding in the absence of fraud.
    3. The full Board of Directors shall approve or select the Board-designated Nominees from those proposed by the Nominating/Governance Committee and submit to the Senior Fellows, Fellows, Organizational, and Individual Members the slate of Board-designated Nominees that the Board of Directors intends to propose for election to the Board. At this time, unless the Board of Directors or Executive Committee determines otherwise, the Senior Fellows, Fellows, and Organizational Members will be invited to submit Member-designated Nominees to be added to the slate, in accordance with the procedures set forth in 3.9.2.
    4. If no Member-designated Nominees are received within the time provided in Section 3.9.2, the nominations shall be closed and the Board-designated Nominees shall be declared elected upon notification to the Board of Directors. If one or more Member-designated Nominees are received within the time period specified in Section 3.9.2, the Board of Directors shall forward to Senior Fellows, Fellows, and Organizational Members’ designate representatives the list of Board-designated Nominees and any Member-designated Nominees who have been determined to meet the Board Membership Criteria to be voted upon.
    5. Should qualified Member-designated Nominees be received, making voting for proposed Board members necessary, the voting shall take place by electronic ballot and shall conclude 30 days after the list of Board-designated Nominees and Member-designated Nominees has been forwarded by the Board of Directors in accordance with Section 3.9.4.4. As soon as practicable after the conclusion of voting, the names of those persons elected to the Board (including the results of any election that has taken place) shall be announced to the Association’s Members. The effective date for newly elected Board members shall be the 1st of January of the following year.

Board of Directors

  1. Number; Tenure; Qualifications. Except as set out herein, the Board of Directors shall consist of not less than nine (9) nor more than eighteen (18) members, (except in the case that the Board membership term of the Board Chair or Vice-Chair is extended in accordance with Article V, Section 5.3.), all of whom must be, when elected, either a Dues Paying Organizational Member or the designated representative of a Senior Fellow, Fellow, Organizational Member or Individual Member. The Individual Member’s candidacy cannot result in more than two Individual Members serving on the Board at the same time. In the event that a board member either
    1. retires or becomes unemployed or
    2. becomes employed by a company that is not an Organizational Member and does not wish to join at an Organizational Member level or higher,

    a sitting director may remain on the board as an Individual Member until the end of his or her current term, even if the board already includes two Individual Members. A director will not be permitted to stand for reelection if he or she remains unemployed or if his or her company is not at the Organizational Member level or higher, unless permitted to do so by a majority vote of the Board of Directors (excluding the director in question). However, in the event that a board member changes companies and that company does not wish to join at an Organizational Member level or higher, a sitting director may remain on the board as an Individual Member until the end of the term, even if the board already includes two Individual Members. Further, the director will not be permitted to stand for reelection unless their company is at the Organizational Member level or higher. The number of directors shall be fixed from time-to-time exclusively pursuant to a resolution adopted by the Board of Directors and shall not require an amendment to these Bylaws. No director shall be eligible to serve more than two (2) consecutive three (3)-year terms, following which a person’s service as a director must lapse for a minimum of one (1) year until that person again is eligible to serve. Any vacancy on the Board of Directors, regardless of how such vacancy shall have been created, including an increase in the size of the Board of Directors, may be filled by the remaining directors then in office. Any person elected to fill a vacancy on the Board of Directors shall serve throughout the term of the person who failed to serve an entire term or, in the case of a vacancy created by an increase in the size of the Board, for such term designated by the Board of Directors in the resolution that created the vacancy (provided such term may not exceed three (3) years). A person elected to fill a vacancy on the Board of Directors shall be eligible to serve two additional consecutive three-year terms, provided that person has served less than two years of the predecessor’s term as of January 1 following what would have been the end of the predecessor’s term. If a director serves two years or more of a predecessor’s term, the director will be eligible to serve for only one more consecutive three-year term. Unless otherwise set out in this Article IV, nominations of persons for election as directors must be done in accordance with Article III, Section 3.9 of these Bylaws. The Chief Executive Officer will serve as a non-voting ex officio member of the Board. In addition, one (1) member of the Ethics Research Center ("ERC") Board of Directors who is not a member of the ERC board by virtue of being a Director of the Association shall also serve as a non-voting ex officio member of the Board. The Board of Directors may also appoint other nonvoting ex officio members, who may be designated as "advisory" or "emeritus" members of the Board of Directors and who will have such duties, responsibilities and rights as set forth in the resolution designating such person(s) as ex officio member(s). The position of Chief Executive Officer and any other non­voting ex officio member shall not be included in determining the maximum and minimum number of Board members, as well as whether a quorum is present for the purposes of conducting business.

  2. Powers of Directors. Except for those matters reserved to the members by law, the Board of Directors shall oversee the management of the business and affairs of the Association. In the management and control of the property, business, and affairs of the Association, the Board of Directors is hereby vested with all the powers possessed by the Association itself, so far as this delegation of authority is not inconsistent with the laws of the State of Delaware, with the Certificate of Incorporation of the Association, or with these Bylaws. A decision by the Board of Directors is final except for those matters that, pursuant to the Delaware General Corporation Law, are required to be approved by the members.
  3. Regular Meetings of the Board. The Board of Directors shall meet in person at least two times a year at a time and place to be determined by the Board.
  4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place whenever called by the Board Chair or by written request of not less than three (3) directors, upon five (5) days written notice to all directors by the Secretary or other officer calling the meeting, or they may be held at any time without formal notice provided all of the directors are present or those not present shall at any time waive or have waived notice thereof. The Board of Directors or any committee thereof shall have the power to permit any and all directors to participate in a regular or special meeting by, or conduct the meeting through, the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
  5. Notice. Written notice of regular meetings of the Board shall be to all directors at least ten (10) days prior to such meeting, which notice shall specify the matters to be considered at such meeting. Special meetings of the Board of Directors must be preceded upon five (5) days written notice to all directors, which notice shall specify the matters to be considered at such meeting. Notice may be provided by mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. Required notice of any meeting of the Board can be waived by resolution of the Board. Further, attendance at the meeting shall constitute waiver of notice except when a director attends the meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
  6. Quorum. A majority of the members of the Board of Directors who have voting privileges shall constitute a quorum for transaction of business. When a quorum is once present to organize the meeting, it is not broken by the subsequent withdrawal of any of those present, and a meeting may be adjourned despite the absence of a quorum. If a quorum is not present, a majority of the Board members present and entitled to vote may vote to adjourn the meeting. When a quorum is present at any meeting, a majority of the members present thereat shall decide any question brought before such meeting, except as otherwise provided by law, the Certificate of Incorporation, or by these Bylaws. The fact that a director has a personal interest in a matter to be voted on by the meeting shall not prevent his or her being counted for purposes of a quorum. Tie-breaking procedures shall be determined by the Board Chair.
  7. Vacancies. Any vacancy occurring in the Board of Directors, including vacancies by virtue of removal for cause may be filled by the vote of a majority of the directors, as provided in Article IV, Section 4.1. Vacancies of the Board Chair and Vice-Chair are addressed in Article V, Section 5.4.
  8. Compensation. Directors shall not receive compensation for their services as directors in any capacity (e.g. as a member of a committee or as an officer of the Board of Directors or of the Association).
  9. Removal; Resignation.
    1. Any director may be removed at any time, with or without cause, by a vote of eighty percent (80%) of the remaining directors then in office.
    2. A director shall advise the Board of and shall be deemed to have tendered his or her resignation as a member of the Board upon the occurrence of any of the following:
      1. the director, if a designated representative of a Leadership Fellow, Senior Fellow, Fellow or Organizational Member, ceases to be such designated representative;
      2. the director ceases to have an assigned role and responsibility for ethics, compliance, or organizational conduct programs and/or corporate governance practices within his or her respective organization; or
      3. the director ceases to meet the Board Membership Criteria.

      In the event of the occurrence of any of items (a) through (c) above, the director’s deemed resignation also shall be deemed to be accepted and the director’s term of office as a member of the Board of Directors shall cease six (6) months after the occurrence of the event resulting in the deemed resignation unless, within that six-month period, either (i) the director demonstrates that he or she once again meets the criteria for membership on the Board or (ii) the director is permitted to remain on the Board of Directors by a vote of fifty-one percent (51%) of the remaining directors then in office. Where a director regains eligibility within the six-month period following a deemed resignation, the director’s continued service on the Board of Directors must be ratified by a majority vote of the members of the Board of Directors then in office (not including any director whose resignation is then pending). A director deemed to have resigned from the Board may not stand for re-election unless and until he or she has regained eligibility and his or her continued service has been ratified. If, during the six-month period following a deemed resignation, a director begins permanent employment in a position which would render him or her ineligible to serve on the Board of Directors, the director’s term of office as a member of the Board of Directors shall cease immediately. The continuation of service on the Board may be conditioned on such factors (e.g., specific length of service; employment requirements) as the Board in its discretion may determine.

  10. Board Committees.
    1. Standing Committees. There shall be the following standing committees of the Association’s Board of Directors:
      1. Executive Committee – which shall consist of the Board Chair, Vice-Chair and the Chairs of the Board’s standing committees;
      2. Audit Committee;
      3. Nominating/Governance Committee; and
      4. Member Services Committee
    2. Other Committees; Committee Responsibility. The Board of Directors may establish by resolution such other committees, subcommittees, and advisory councils as it deems appropriate. The composition and responsibilities of each Standing Committee, and any other committee established by the Board of Directors shall be set forth in a committee charter which shall be reviewed from time-to-time by the Board of Directors and revised, as appropriate. Additionally, standing committees may establish subcommittees and select subcommittee members.
    3. Eligibility. Every Board member with the exception of the Board Chair, the Vice-Chair, the Chief Executive Officer, and all ex officio Board members shall serve on at least one standing committee of the Association; provided, however, that no Board member shall be eligible to serve on either the Executive Committee or the Audit Committee of the Board of Directors if prohibited by that Board member’s employer or applicable law. Board members may also serve on one or more subcommittees in addition to their position on a standing committee. The Board Chair and Vice-Chair may serve on any standing committee. The members of the Standing Committees must be members of the Board of Directors. Subcommittee members are not required to be members of the Board of Directors.
    4. Committee Chairs. Standing committee chairs will be nominated by the Executive Committee and approved by the full Board of Directors. Except for the Executive Committee, the Board Chair and Vice-Chair shall not be eligible to be standing committee chairs. Each Chair and member of a standing committee shall be elected to a term of one (1) year. Such persons may be reelected to additional terms. The Board of Directors may extend the Board terms of standing committee chairs.
  11. Presumption of Assent. A director who is present at a meeting of the Board of Directors or any committee of which he or she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
  12. Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors or of any committee thereof, or any other action which may be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if a consent in writing (which may be via facsimile or any other form of electronic communication (e.g., e-mail), setting forth the action so taken, shall be signed by all of the directors (or committee members, as the case may be) entitled to vote with respect to the subject matter thereof.
  13. Advisors.
    1. The Board of Directors may appoint Counsel who will serve as an adviser to the Association as well as such other or additional advisors to the Association as the Board of Directors deems necessary or appropriate.
    2. The Board of Directors, in consultation with the Chief Executive Officer and the Boards of the ERC , may appoint an individual to serve as the Chief Ethics Officer of the Association and affiliated entities (i.e., ERC). Candidates for the position of Chief Ethics Officer shall be identified and vetted by the Nominating/Governance Committee of the Board of Directors, based on criteria determined by that Committee. The Nominating/Governance Committee shall recommend candidates for the position of Chief Ethics Officer to the Board Chair, who will submit such nominations to a vote of the full Board of Directors. Appointments shall be for a term of three (3) years. The Chief Ethics Officer may be reappointed for an unlimited number of additional three-year terms by a vote of the full Board of Directors at the end of each three-year term. The Chief Ethics Officer may be removed from office at any time by vote of the full Board of Directors. The Chief Ethics Officer shall report to the Board Chair. The Chief Ethics Officer shall be responsible for designing and maintaining an appropriately tailored ethics program for the Association and affiliated entities under the direction and oversight of the Board Chair. The Chief Ethics Officer shall meet with the full ERC, ECA and ECCI Boards of Directors on a periodic basis to be determined by the Board Chair. Notwithstanding the inclusion of the word "Officer" in the title of Chief Ethics Officer, such position shall not have the capacity or authority to legally bind the Association or have any other rights or responsibilities as an officer of the Association pursuant to Article V of these Bylaws or otherwise.
  14. Board Representation on Affiliated Entities. The Board Chair and Vice Chair shall serve on the board of the Ethics Research Center.

Officers

  1. Number. The officers of the Board of Directors shall be a Board Chair and Vice-Chair. The officers of the Association shall be, in addition to the Board Officers, a Chief Executive Officer, a Secretary, and a Treasurer. Each of the Board Chair and Vice-Chair must be a current member of the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of Board Chair and Vice Chair, and the offices of Chief Executive Officer and Treasurer, respectively.
  2. Election and Term of Office. The officers of the Association (with the exception of the Board Chair and Vice Chair, the provisions for the election of which are set forth below) shall be elected annually effective the 1st of January of each year by the Board of Directors at the last meeting of the Board of Directors during the prior year. If the election of officers shall not be held in such meeting, such election shall be held as soon thereafter as reasonably convenient. Each officer of the Association shall hold office for a period of one (1) year and until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
  3. Removal. Any officer may resign at any time. Any officer or agent elected or appointed by the Board of Directors (except for the Board Chair and Vice-Chair) may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby. Any officer or agent elected or appointed by the Board Chair may be removed either by the Board Chair or the Board of Directors whenever in either of their judgment the best interests of the Association would be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. Notwithstanding the foregoing, the designation of a term of office for such person shall not give rise to a claim by such person that he or she had a contract of employment for such term or that he or she is entitled to the benefits of employment (e.g., salary, benefits) for such term. The Board Chair and Vice Chair may only be removed by an affirmative vote of eighty percent (80%) of the voting directors in office at the time of such vote (the officer of the Board of Directors being the subject of such vote not being included in (a) such vote or (b) the calculation of the eighty percent (80%) required for removal).
  4. Vacancies. In case of a vacancy occurring among the Association’s officers, the Executive Committee shall, as soon as thereafter possible, nominate candidates for replacement for the unexpired term of that officer and elections shall be conducted in accordance with the procedures set forth in this Article V. If the Vice-Chair position becomes vacant then the election shall be for that office. If the position of Board Chair becomes vacant for any reason then the Vice-Chair shall become Board Chair for the remaining term and an election shall be held for Vice-Chair. A director selected to fill a vacancy shall serve the remaining, unexpired term of his or her predecessor in office.
  5. Board Officers.
    1. Board Chair. The Board Chair shall oversee the affairs of the Board of Directors and shall preside at all meetings of the Board of Directors, the Executive Committee and of the membership of the Association.
    2. Vice-Chair. The Vice-Chair shall serve in the absence of the Board Chair and also shall carry out such duties as are delegated by the Board Chair.
    3. Election and Terms. The Board Chair and Vice-Chair shall be elected by a majority vote of the Board of Directors every three (3) years, to begin their respective term(s) on the 1st of January of the year following the year in which each is elected. Elections for Board Chair and Vice-Chair shall always be held in the same year. The Board Chair and Vice-Chair shall serve in their receptive capacities for a term of three (3) years. If the Board Chair dies, resigns or is removed from office in the manner provided herein during the Board Chair’s term of office, the Vice-Chair shall become the Board Chair and serve out the remaining term. If the Vice-Chair dies, resigns or is removed from office in the manner herein provided, or is elevated to Board Chair during the Vice-Chair’s term of office, an election shall be held to choose a successor to serve out the remaining term. No person may be re-elected as Board Chair or Vice-Chair, except in the case where that person is in the office because of the death, resignation, or removal of a predecessor, and that person will have served less than two years of the predecessor’s term as of the 1st of January of the year following the year of the re-election. If a Director is elected as a Board Officer, and the Director’s term expires on the 31st of December of the year prior to the year the election would become effective, the Director may serve in the elected office and the Director’s Board term will be extended until the end of that person’s term as a Board Officer. If the term of a Board member would normally expire during the time that member serves as Board Chair or Vice-Chair, the Board term will be extended until the end of that person’s term as a Board Officer. If the Vice-Chair is elected as Board Chair to serve immediately following the Vice-Chair’s term, the Board term for that person will be extended until the end of that person’s term as Board Chair.
    4. Selection Procedure. Nominees for the positions of Board Chair and Vice-Chair shall be proposed to the Board of Directors by the Nominating/Governance Committee.
    5. Transitional Period for Implementation of Three Year Terms for Chair and Vice-Chair. The terms of the Chair and Vice-Chair serving as of the date of adoption of these Revised and Restated Bylaws shall end on June 30, 2016. The terms of the Chair and Vice-Chair elected by the Board in calendar year 2015 shall be from July 1, 2016 until December 31, 2018. The terms of the Chair and Vice-Chair elected by the Board in and after calendar year 2018 shall be set out in Section 5.5.3.
  6. Association Officers.
    1. Chief Executive Officer. In cooperation with the affiliated entities, the Board of Directors shall retain the services of a Chief Executive Officer and may retain other full-time and/or part-time staff to assist in the administration and functioning of the Association. The Chief Executive Officer shall have responsibility for the overall day-to-day operations of the Corporation, and shall perform such other duties as from time to time may be assigned by the Board.
      1. The Chief Executive Officer shall be elected by and shall report to the Board of Directors. The Chief Executive Officer shall be an officer of the Association.
      2. The Chief Executive Officer shall manage the Association within the parameters of the budget and staffing plan approved by the Board of Directors or a duly authorized committee thereof; shall propose operating budgets based on the budget and staffing plan established by the Board of Directors or a duly authorized committee thereof; shall manage the Association staff; shall be responsible for staff hiring, evaluations, and disciplinary actions; and shall generally be responsible for implementing other plans and programs approved by the Board of Directors.
      3. The Chief Executive Officer may initiate and explore discussions with other organizations and explore possibilities for joint activities; however, any significant commitment of the Association to such activities must be approved by a vote of the Board of Directors.
    2. The Secretary. The Secretary shall:
      1. keep the minutes of the meetings of the members and of the Board of Directors and each of its committees in one or more books provided for that purpose;
      2. see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
      3. ensure compliance with regulatory (e.g., filing, reporting) requirements;
      4. be custodian of the corporate records; and
      5. 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 Board Chair, Vice-Chair, Chief Executive Officer, or by the Board of Directors or Executive Committee. The Secretary may, but is not required to be, a member of the Board of Directors.
    3. The Treasurer. The Treasurer shall have responsibility for ensuring full and accurate accounts of receipts, expenditures and disbursements in accordance with approved budgets as authorized by the Board of Directors or the Chair of the Audit Committee. The Treasurer shall perform such other duties as may be assigned from time to time by the Board. The Chief Executive Officer shall recommend, for board approval, a senior staff person or board member to serve as Treasurer. Unless otherwise determined by the Board of Directors, the Chair of the Audit Committee shall provide oversight to the Treasurer.

Miscellaneous

  1. Contracts. Consistent with Article V, the Chief Executive Officer is authorized to enter into any contract on behalf of the Association that is deemed by him or her to be reasonably necessary to effect the goals of the Association and is not contrary to Board policy.
  2. Checks, Drafts, etc. Except as otherwise specified by the Audit Committee and consistent with Article V, all checks, drafts, and other orders for payment of money shall be authorized by the Chief Executive Officer.
  3. Gifts. The Board of Directors and Chief Executive Officer may accept on behalf of the Association any contribution, gift, bequest, or device for general purposes or for any special purpose of the Association.
  4. Books. There shall be kept, at such place as may be designated from time-to-time by the Board of Directors, records of account of the activities and transactions of the Association, including minutes which shall contain a copy of the Certificate of Incorporation, these Bylaws, and all minutes of the meetings of the membership and of the Board of Directors and each of its committees.
  5. Indemnification. Subject to the provisions of the Delaware General Corporation Law, the directors, officers, employees, and agents shall be indemnified by the Association against liabilities imposed upon them and expenses reasonably incurred by them in connection with any claim against them, or any action, suit, or proceedings to which they may be a party by reason of their being a director, officer, employee, or agent so long as such director, officer, employee, or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association. The determination of any indemnification under this Section (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section, as the case may be. Such determination shall be made
    1. by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceedings; or
    2. if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
    3. by the members.

    To the extent, however, that a director, officer, employee, or agent of the Association has been successful on the merits or otherwise in defense of any action, suit, or proceeding described above, or in defense of any claim, issues, or matter therein, he or she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him or her in connection therewith, without the necessity of authorization in the specific case.

  6. Fiscal year. The fiscal year and books of the Association shall commence on the 1st day of January and end on the 31st day of December, each year.
  7. Amendments. The Board of Directors may adopt new bylaws and may amend or repeal any or all of these Bylaws by the vote of a majority of the Board of Directors.