BYLAWS OF THE
AMERICAN COLLEGE OF
PARLIAMENTARY LAWYERS, INC.
The name of this corporation
shall be AMERICAN COLLEGE OF PARLIAMENTARY
LAWYERS, INC. (“College”).
purpose of the College, organized as a
non-profit corporation, shall be
to conduct such activities
and programs as may be carried out by a
corporation organized under Massachusetts
General Laws Chapter 180 and qualified under
Section 501(c)(6) of the Internal Revenue
Code, including, but not limited to, the
to acknowledge attorneys who have
distinguished themselves through
contributions to the practice of
parliamentary law and who have committed
themselves to high standards of professional
and ethical conduct;
to provide a forum for the exchange
of information among experienced legal
professionals for the purpose of the
advancement of parliamentary law;
to provide educational opportunities
for College members and non-members to
discuss, advance, improve, learn about, and
further the members’ and the public’s
knowledge of parliamentary law;
to facilitate the development of
materials and programming concerning
to cooperate and consult with
organizations, government agencies, and
other groups having an interest in
parliamentary law and practice;
to advocate for democratic principles
of self-governance in voluntary
organizations through the use of
parliamentary law and procedure; and
to engage in such other activities as
may be necessary to carry out the purpose of
Section 1. Eligibility.
To be eligible for membership in the
College, an individual must
be a lawyer who is:
admitted to practice law before the
highest court of a state, province, or
territory of the United States or Canada, or
the highest court of any other nation; or
retired from the practice of law in
good standing and was admitted to practice
law before the highest court of a state,
province, or territory of the United States
or Canada, or the highest court of any other
support the purpose of the College.
only lawyers who meet the following
qualifications are eligible for membership:
Designation as at least one of the
Certified Parliamentarian or
Certified Professional Parliamentarian with
the American Institute of Parliamentarians;
Professional Registered Parliamentarian,
Retired Registered Parliamentarian, or
Retired Professional Registered
Parliamentarian with the National
Association of Parliamentarians;
Proof of significant service and
contribution to the practice of
parliamentary law through teaching and
lecturing, authorship of books, articles,
program materials or other scholarly
publications, and/or substantial
participation in or leadership of
professional or industry organizations and
committees concerned with the practice or
application of parliamentary law; and
Demonstration of the highest ethical
and professional standards.
Section 2. Admission.
Each candidate for membership shall be
proposed by two sponsoring members of the
College. A proposal for membership, signed
by the two sponsors, shall be sent to the
Clerk, who shall report it, together with
the names of the sponsors, at the next
meeting of the Board. Voting upon the
admission may take place at the same or any
following meeting of the Board. A
two-thirds vote of Board members present
shall elect to membership. A person so
elected shall be a member of the Society
upon payment of annual dues.
Section 3. Non-Members.
The Board may permit individuals who do not
qualify for membership, but who support the
purposes of the College, to receive such
benefits as determined by the Board upon
such terms and qualifications as may be set
by the Board. Such individuals, by whatever
designation determined by the Board, shall
not be members of the College and shall have
no rights of membership.
Section 4. Dues.
Annual dues shall be in such amount and
payable as determined by the Board. The
Treasurer shall notify members one month in
arrears, and those whose dues are not paid
within two months thereafter shall be
automatically dropped from membership.
Section 1. Officers.
The officers of the Association shall be a
President, Vice President, Clerk, and
Section 2. Duties.
The officers shall perform the duties
prescribed by these Bylaws, by the
parliamentary authority adopted by the
College, and by the Board.
Section 3. Elections.
If there is more than one nominee for
any office, election for that office shall
be by ballot. If there is only one nominee
for an office, election for that office may
be by voice vote.
Section 4. Term.
The officers shall be elected at the annual
meeting of the membership to serve for one
year or until their successors are elected,
and their term of office shall begin at the
close of the annual meeting at which they
Section 5. Office-Holding
All officers shall be members of the
College. No individual shall hold more than
one office at a time, and no individual
shall be eligible to serve more than two
consecutive terms in the same office.
Section 6. Resignation
and Removal. Any
officer may be suspended from office for
cause by a two-thirds vote of the entire
membership of the Board. Only the members
may remove an officer from office. Any
officer may resign at any time by
communicating his resignation in writing to
the President, the Clerk, or the Board of
Directors. A resignation is effective when
received unless the notice specifies a later
effective date or subsequent event upon
which it will become effective.
Section 7. Vacancies.
A vacancy in any office may be filled by
appointment of the Board for the unexpired
portion of the term.
Section 1. Annual
annual meeting of the membership shall be
held between July 1 and October 30 of each
year at a place, date, and time determined
by the Board of Directors for the purpose of
electing officers, receiving reports,
adopting a budget, and transacting such
other business as may properly come before
it. At least thirty days written notice
shall be given for the annual meeting of the
Section 2. Special
meetings of the College may be called by the
President or by the Board of Directors, and
shall be called upon the written request of
the number of members equivalent to ten
percent (10%) of the number of members that
would constitute a quorum at a meeting of
the members. The purpose of the meeting
shall be stated in the call, and only
business mentioned in the call can be
transacted at such a meeting. At least
thirty days written notice shall be given
for any special meeting of the membership.
Section 3. Quorum.
20 percent (20%) of the members shall
constitute a quorum for any action, except
as otherwise provided in these Bylaws.
Section 4. Teleconference.
For so long as the College has fewer than
twenty members, the membership may transact
business by teleconference, provided that
all members participating have the
opportunity for simultaneous communication.
Section 5. Procedural
Board may choose to submit, and upon written
request of 25 percent (25%) of the members
shall submit, any question, except a
disciplinary matter, that is required to be
considered at a meeting to a vote of the
membership by mail or electronic ballot.
Section 6. Conflict of
permitted by statute, the members of the
College may adopt or amend a conflict of
interest policy by a vote of a majority of
the entire membership.
Board of Directors
Section 1. Composition.
The officers of the College shall constitute
the Board of Directors.
Section 2. Powers.
The Board of Directors shall have general
supervision of the affairs of the College
between its meetings, fix the hour and place
of meetings of the membership and the Board,
make recommendations to the membership of
the College, prepare an annual budget,
perform such other duties as specified in
these Bylaws, and handle such other business
as may be referred to it by the membership.
The Board shall be subject to the orders of
the membership of the College, and none of
its acts shall conflict with action taken by
Section 3. Board Meetings.
The Board shall hold a regular meeting
immediately following the annual meeting of
the membership. Additional regular meetings
of the Board may be held pursuant to such
schedule as the Board may from time to time
adopt in advance. Special meetings of the
Board shall be called by the President or
upon the written request of any member of
the Board. Except in the case of an
emergency, at least seven days notice shall
be given for any Board meeting. In case of
emergency, twenty-four (24) hours telephone
and e-mail notice shall be given. Meetings
of the Board may take place within or
outside the Commonwealth of Massachusetts.
A majority of the members of
the Board present may take any action on
behalf of the Board, except to the extent
that a larger number is required by these
Section 4. Action Taken
Without a Meeting.
Any action permitted to be taken at a
meeting of the Board may be taken without a
meeting by unanimous written consent of all
members entitled to vote on the action,
which shall include assent in electronic
form. A consent under this section has the
effect of a meeting vote and may be
described as such in any document.
Section 5. Quorum.
A majority of the members of the Board then
in office shall constitute a quorum for any
action, except as otherwise provided in
Section 6. Teleconference.
The Board may transact business by
teleconference, provided that all Board
members participating have the opportunity
for simultaneous communication.
Rules. The Board may adopt rules for
its own proceedings, except to the extent
ordered otherwise by the membership of the
Section 8. Conflict of
Board may adopt a conflict of interest
policy, which may provide that members of
the Board in a conflict of interest may not
vote on the issue as to which the conflict
exists, although they may be counted towards
Section 1. Audit Committee.
An Audit Committee, which shall not include
the Treasurer, shall be appointed by the
President before the end of the fiscal year,
which shall run from June 1 through May 31.
It shall be the duty of this committee to
audit the Treasurer’s accounts at the close
of the fiscal year and to report at the
Section 2. Nominating
Committee. A Nominating Committee of
three members, not to include the President,
may be appointed by the Board in advance of
the annual meeting. If appointed, it shall
be the duty of this committee to nominate
candidates for the offices to be elected at
the annual meeting.
Section 3. Other Committees.
The College or the Board may create such
additional standing or special committees as
necessary to carry on the work of the
College. All committees, except any
Nominating Committee, shall be appointed by
the President; provided, that if a committee
is created at a meeting of the membership or
the Board at which the President is not
present, this provision may be suspended.
Appointed committee members may commence
work immediately upon appointment.
Section 4. Authority.
Committees may adopt rules for their own
proceedings, except to the extent ordered
otherwise by the membership of the body that
created the committee. Any committee
delegated power to act by the Board shall
consist solely of Board members.
Parliamentary Authority &
Section 1. Parliamentary
Authority. The rules contained in the
current edition of Robert’s Rules of
Order Newly Revised shall govern the
College in all cases to which they are
applicable and in which they are not
inconsistent with these Bylaws and any
special rules of order the College may
Section 2. Proxies.
Members at membership meetings and Board
members at Board meetings may not attend or
otherwise act by proxy.
Section 3. Suspension of
Rules. Any rule
in these Bylaws in the nature of a rule of
order cannot be suspended, unless the
particular rule specifically provides for
its own suspension.
Section 4. Notice.
Unless otherwise specified, any required
notice may be given electronically, provided
that the individual so notified has assented
to electronic notification by providing his
or her e-mail address to the Clerk.
Electronic and mail notification shall be
deemed adequate if sent to the most recent
e-mail or postal address provided to the
Amendment of Bylaws
These Bylaws may
be amended at any meeting of the membership
of the College by a two-thirds vote,
provided that at least thirty days notice
has been given to the members.