Bylaw Revisions for Vote

To be voted on at our annual holiday party on Wednesday, December 10, 2014.
RATIONALE, CHANGES AND PROCESS FOR
AFP STANDARDIZED CHAPTER BYLAWS – U.S. Version
Rationale
AFP implemented a standardized chapter bylaw process in 2008 where every AFP chapter has the same
bylaws, unless there is a legal reason to change them. The scope of the bylaws was reduced and items
that AFP requires all AFP chapters to administer uniformly were included to ensure chapter
consistency. For operational and other governance matters, a structure of approving chapter board
approved policies was developed. Many sample chapter policies can be found on the Chapter Resource
Manual on the AFP website at www.afpnet.org.
In September 2012, the AFP international bylaws were modified and approved by the general
membership. AFP decided to review the standardized chapter bylaws to determine whether changes
were necessary to complement the amendments to the AFP international bylaws. AFP also wanted to
use this opportunity to incorporate clarifications and chapter feedback received since the adoption of
the 2008 version of the standardized chapter bylaws.
Bylaw Changes
Some items are housekeeping in nature; for the others, here is a brief explanation on why we are
recommending a change.
Article V, Section 1 – added “receiving financial statements” to stipulate that chapters should be sharing
their financial position with its membership at least once a year.
Article VI & VII reversed. Consistent with the international bylaws, we have reversed the placement of
the Chapter Board of Directors and the Chapter Officers sections to have the Directors section appear
first.
Article VI, Section 2 – We have added the word “govern” to the list of responsibilities for a chapter
board of directors. It was already implied in the previous version, but the Task Force felt that it should
be listed as a primary responsibility.
Article VI, Section 5 – Term of Office. Due to input received at the Chapter Presidents Council meeting,
we are recommending that we keep the one year term for board members. The feedback was that this
allows the chapter maximum flexibility in the annual nominations process. Similar to the international
bylaws, the restriction to have a maximum lifetime service of eight years has been removed, but a one
year break in service is required after eight years of consecutive service before someone can return to
the chapter board.
Article VI, Section 6 – Manner of Election of Directors. Based upon chapter feedback, the Task Force is
recommending that the election process for directors be clarified in the bylaws. There was some
confusion about this in the prior version.
Article VI, Section 7 – Resignation and Removal. Again, through chapter feedback, it was recommended
that the resignation and removal processes, specifically the removal of chapter board members, be
clearly explained in the bylaws.2
Article VII, Section 1 – Officers. At the recommendation of chapters, we are removing the requirement
to have between one to four vice presidents, and leave the actual number up to the chapter to decide.
Article VII, Section 3 – Manner of Election of Officers. Similar to the board section above, we are
recommending that this process be spelled out in the bylaws. We are also adding the section about
removing an officer from the board.
Article VIII, Section 1 – Standing Committee (A). We have added the following language “but may not fill
vacancies in Directors, adopt, amend or repeal bylaws, or set membership fees” in order to specify that
these functions must be adopted by the full chapter board.
Article VIII, Section 1 – Standing Committee (B). We are changing the name of the “Nominating
Committee” to the “Committee on Directorship” which is the terminology found in the international
bylaws. We have moved the directions for manner of election to the sections above.
Process
At the AFP Membership Services Division and AFP Board of Directors meetings on October 5, 2013, the
standardized chapter bylaws were approved. We appreciate the various forms of input that chapter
leaders provided to the AFP Chapter Bylaw Task Force about the revisions and strengthening them for
all AFP Chapters.
Timeline
Every AFP chapter in the U.S. must adopt the new standardized chapter bylaws as they are attached,
unless there is a legal reason to make additional changes. This must happen by December 31, 2014,
fifteen months from now. If you must make a change to the bylaws, you must submit it to the AFP
International Headquarters, sixty days in advance of when you are planning to vote on the bylaws. I am
happy to share those changes with legal counsel on the chapter’s behalf. AFP has made the decision to
exclude any other operational items for chapters from the bylaws and instead these should be put into
written and approved chapter board policies. (e.g. Officer Terms Policy, Reserve Policy, Board
Expectation Policy, etc.)
In order to adopt the changes, you must follow your existing chapter bylaws which states:
 Notification of the members meeting and information about the bylaw changes must be sent
out at least thirty (30) days in advance.
 If the chapter membership will be voting on the bylaws at an in person meeting, you must have
quorum which is either 10% of your current membership or a minimum of fifty (50) members
for our largest chapters, whichever number is smaller.
 If the chapter membership will be voting on the bylaws via electronic voting, you must give the
members 30 days’ notice or leave the voting open for at least thirty days, similar to the in
person option. Electronic voting is permissible based upon your state laws.
 You will need to have 10% of your members vote or a minimum of fifty members for our largest
chapters, whichever number is smaller.
 For either the in person or the electronic voting format, 2/3 of the voting members must
approve the bylaws for them to pass.
 Once the bylaws are approved, please have the chapter secretary fill out the following areas
o Date of Adoption
o Name of Chapter3
o State the chapter is incorporated in
o At the end, print name, sign the bylaws and date them
o Submit a copy to the International Headquarters so they can be placed in the chapter’s
permanent file