Bylaws

PART 1 - BYLAWS

ARTICLE 1
NAME, OFFICE, & ORGANIZATION

Section 1. Name. The name of the organization shall be Association of Career Firms International, Inc. It is a not-for-profit, membership association of management consulting firms incorporated in the District of Columbia, as of January 19th, 1995.

Section 2. Principal Office. The principal office of the Association and any other such offices may, from time to time, be designated by the Board of Directors.

Section 3. Regions and Chapters. Members may form themselves into national chapters, subject to the approval of ACF International's international board. Chapters shall consist of not less than 3 members.

National chapters may combine to form regions subject to ACF International board approval. Members within that region where there is not a national chapter in existence may join the regional organization.

Councils (e.g., state, provincial, etc.) may be formed within national chapters with the approval of the national chapter board of directors.

No organization may be a member of a local, national or regional grouping as defined above without being a member of ACF International.

The board of ACF International is responsible for ensuring that such national, regional and local groupings conduct themselves in a manner that represents the interests of the member organizations and the industry as a whole. The regions and chapters must adhere to these ACF International Bylaws including the Standards of Professional Practice and the Code of Ethics. ACF International determines the international dues payable but local management decides what local charges should be levied to meet local expenses (national chapter, regions and local councils).

ARTICLE II
DEFINITION OF PROFESSIONAL FIELD

Section 1. Definition of Career Management. Career Management Consulting comprises a range of services which are designed to help organisations and the people who work with them to manage changes in the practices, processes, conditions and bases of employment so as to minimise the adverse affects of such changes and to benefit from the new opportunities that are created.

Amongst the services involved are group and individual outplacement, executive coaching, mentoring, assessment, development, post trauma and general counselling related to employment and employability consulting.

It is recognised that member firms may be involved in a range of other activities such as executive search, recruitment, interim management and staffing, organizational development and other kinds of management consulting. Consultants for each of such activities should be individually competent and experienced in appropriate disciplines and member firms must be able to demonstrate that they operate separately within the scope of their competence.

Section 2. Member firms may undertake "Direct to Consumer" business as long as the "Direct to Consumer" business is no more than 10% of any firm's revenue. In addition, member firms must uphold the highest standards and ethical practices outlined in these bylaws when doing any business of this sort.

Member firms shall not charge less for "Direct to Consumer" service than they charge corporate customers for the same level of service.

No unsubstantiated claims or promises shall be made in the promotion of "Direct to Consumer" services whether by public advertisement or corporate website.

Refer to article XVII in these bylaws for Grievance Procedure, and to Appendix 1 for the Standards of Professional Practice and Code of Ethics.

Section 3. Member firms uphold the highest quality standards. Refer to Appendix 2 for the adopted Quality Standards.

ARTICLE III
PURPOSES

The ACF International is an association of firms from around the world who are engaged in the professional practice of Career Management Consulting. ACF International's mission is to support the interests of the profession by providing those services and dealing with those interests best handled by the industry as a whole rather than any one member firm or smaller group of firms.

The purposes of the Association are set forth in the Certificate of Incorporation, as amended from time to time and, within the framework of these bylaws. It shall be the aim and policy of the Association to further the following objectives.

Section 1. To unite into an association, for mutual and public benefit, those career management consulting firms (or similar entities) that meet high professional standards of competence, objectivity, and integrity in the service of clients.

Section 2. To advance the art, science and practice of career management consulting and to foster and enlarge public and professional understanding of the field.

Section 3. To work with other professional industrial, technical and governmental bodies on matters of mutual concern for the benefit of the members of the association and in the public interest and torepresent the interests of the career management industry and secure equitable treatment by governments and regulatory bodies.

Section 4. To provide a forum for discussion of problems encountered by career management consulting firms. In furtherance of these objectives, but without limitation thereof, the Association shall have the power:

1. Subject to prior approval of the Board of Directors, to take a position and express an opinion on issues, directly and generally affecting career management consulting.

2. To undertake such other functions, consistent with the bylaws, as well advance the professional standing, economic well-being and operational effectiveness of the Association, its members and the profession.

ARTICLE IV
MEMBERSHIP AND MEMBERSHIP REQUIREMENTS

Firms may become members of ACF International when they apply and can demonstrate that they satisfy the conditions for entry. There are three categories of membership but only "full" members as herein defined have voting rights. The categories are:

• Members (sometimes referred to as "full members").
  
• Associate Members.
  
• Corporate Members.
  

ARTICLE IV-A
MEMBERS

A career management consulting entity may qualify for full membership if it meets the following requirements:

Section 1. Form of Organization.

Sub-section a. A Career Management Consulting Firm. A firm may be organized as a corporation, or as a division of a corporation, or as a partnership, or a sole proprietorship, or as a licensor, or as a licensee, or as a franchiser, or as a franchisee.

Sub-section b. An Incorporated Group or Association of Firms. An incorporated group or association of firms, which is capable of making commitments (financial, contractual and/or standards) which are binding on the total group of firms. Each member of the group must meet ACF International standards for admission to full membership. The management body of the group or association shall have the power to remove any firm, which fails at any time to meet the requirements of these bylaws. Member firms of a group or association which do not meet ACF International membership requirements will qualify for Associate Membership subject to the terms of Article IV-B below.

Section 2. Competence. A member of the Association must have the ability to deliver those services promised to clients. The detailed definition of the services offered to a particular individual is a matter for the member firm and the client or sponsoring organization to agree upon, but the provisions of the Standards of Professional Practice and the Code of Ethics, which form Appendix I of these bylaws, must be scrupulously complied with at all times.

The board may require member firms, who claim to have unique technologies or methodologies, to validate such claims or require them to desist from making them.

A member shall undertake publicly to comply with the conditions of membership.

Section 3. Range of Service. A qualified career management consulting firm will have the ability to deliver required services to client organizations and individual candidates and will indeed deliver those services to the full extent of the performance required by these bylaws and Appendix 1 thereof.

The firm shall expressly assume responsibility for the competence of its staff and vendors, and for the quality of the services afforded to all users of services.

Section 4. Size of Firm. A member firm must have at least two full-time professional consultants each of whom has been engaged in the delivery of career management consulting services for at least two years. The professional staff in a qualified firm will be assisted by an adequate support staff.

Section 5. Continuity of Operation. To qualify for full membership, a firm shall have been in continuous operation for a period of not less than two years. Firms which are in business for fewer than two years may be eligible for associate membership.

Section 6. Financial Stability. A qualifying firm will be financially stable. It will meet its normal financial obligations to trade creditors, employees and to others in a timely and businesslike way. The board may from time to time require a member firm to demonstrate its financial stability where it has evidence that the interests of clients, both corporate and individual, might be endangered.

Section 7. Facilities. The firm's facilities must be accurately represented in all marketing materials and activities.

The firm's office, or headquarters office, if more than one is owned by the firm, must be permanent in nature and suitable for the provision of career management consulting services.

Section 8. Election to Membership. Candidates for membership of the Association should become thoroughly acquainted with the membership requirements set out in these bylaws and the Standards of Professional Practice and the Code of Ethics in Appendix I.

Having established that they qualify they should apply in the first instance to the appropriate country Association or to the appropriate regional chapter. Where there is no regional chapter application should be made directly to ACF International. Country associations, where they exist, shall be invited to make a recommendation to the appropriate regional chapter board, who will approve the application by a 2/3 majority or reject it.

In processing a candidate's application for membership, the appropriate board or board committee, if one is appointed, shall follow the application procedures in the Bylaws and the board shall then make its decision.

Prospective new member firms will provide references of corporate sponsors if requested by the board. An affirmative vote of two-thirds (2/3) of the Board shall be required for election to membership. Before the approval of the application is deemed to be final the board of ACF International shall ratify the decision of the regional board by simple majority or inform the regional chapter board of the reasons, if it is unable to do so.

After a firm has been elected to membership, the regional board shall notify the newly elected member where there is no regional chapter board ACF International will notify the new member direct. Within thirty (30) days after such notification, the new member must pay to the Association the entrance fee and a proportionate amount of the dues and assessments for the fiscal year.

Each applicant must agree to adhere to the Standards of Professional Practice and Code of Ethics of the Association. After election to membership, the new member firm must acquaint all members of its professional staff with the standards and responsibilities of membership.

Section 9. Rights of Members. The Association shall have no jurisdiction of the internal affairs of members except in the case of disciplinary actions against a defaulting member, and then only as provided in Article XV of these Bylaws.

Section 10. Voting. Each full member firm shall appoint an official representative and one or more alternates to represent it in the affairs of the Association, both regionally and internationally. The names of the persons so designated shall be sent to the Association office, and changes may be made in any person or persons so designated at any time by notifying the Association office. Any persons serving actively as principals or on the professional staff of full members shall be eligible for election or directors or officers, or to serve on committees or trusts, and attend meetings of the Association. Member firms shall be entitled to one vote, through its representative in person or by proxy, in the election of directors or officers, and in the conduct of other business at the annual, regional and special meetings of the Association.

Section 11. Changes in Name or Ownership Structure of Member Firms. Where a member firm consolidates, merges or becomes affiliated with another professional service, commercial, industrial,or other type of organization, changes its name in a significant manner, it shall notify the appropriate regional chapter board or, where none exists, the board of ACF International. The appropriate board will then vote by simple majority to continue the firm's membership or notify the firm of its reasons for being unable to do so according the member the right to address the board and a period of 60 to rectify the notified impediment to continuing membership.

Section 12. Periodic Requalification of Member Firms. The regional chapter or international board, may require member firms to re-qualify for continued membership. The purpose of requalification is to make certain that members continue to meet the requirements for membership. This requalification procedure may include a questionnaire on such matters as ownership, organization, client services, general method of operation and standards of professional practice. The requalification procedure may also require firms to furnish to a neutral, professionally competent third party, a list of clients served during the two proceeding years, including general nature services rendered in each case. The board may require that third party to check a representative sample of clients to determine whether they have been served with competence, effectiveness, and integrity and then to report the findings to the board without breaching confidentiality.

After the assessment the board shall vote on the issue of continuing membership and the decision will be by simply majority.

Section 13. Termination of Membership.

Sub-section a. Voluntary resignation. When a firm wishes to leave the association or recognizes that it no longer qualifies for membership, it is that firm's responsibility to notify the president of the appropriate regional chapter board or, where no such chapter exists the president of ACF International of its intention to resign. Resignations shall be effective upon fulfilment of all obligations in accordance with Article XII; Section 5 of the Bylaws and a member who resigns from the Association shall cease to have any claims upon it.

Sub-section b. Involuntary termination. In situations other than voluntary resignations, the appropriate regional chapter or the international board shall nominate a committee of board members to review the situation and make recommendations to the whole board on the fitness of the firm for continued membership. The Board will vote on the recommendation by a two-thirds (2/3) vote of its members after the member in question has had an opportunity to be heard, or mend any breach of these bylaws. 30 days will usually be the time allowed for such rectification.

(i) Discontinuance of Consulting Practice. The Board shall terminate the membership of any member firm, which ceases to be actively engaged in the practice of career management consulting and fails to resign.

(ii) Suspension, or Expulsion from Membership for Failure to Pay Dues. A member may be suspended or expelled from membership for failure to pay dues and assessments having been given thirty days notice to do so by a majority vote of the appropriate regional or otherwise the international board.

(iii) Censure, Suspension or Expulsion for Reasons Other Than Failure To Pay Dues. A member may be censured, suspended, or expelled from membership, by a two-thirds (2/3) vote of the appropriate regional chapter board, in accordance with Article XV of the bylaws. This may arise if it violates the bylaws or the Standards of Professional Practice and Code of Ethics, commits an act which bringsdiscredit to the profession, or is found by a court of law to have committed an offence.

The decision of the regional chapter board is subject to ratification by the board of ACF International before it is effective. Where there is no appropriate regional board the international board shall proceed in the same way.

ARTICLE IV-B
ASSOCIATE MEMBERS

The Association may admit associate members without voting rights.

Dues to be paid by associate members shall be established by the Board of Directors. Firms are eligible to become Associate Members which do not meet the full membership requirements as described in Article IV, but intend to do so.

Associate membership is considered as transitionary and will be re-examined by the Board of Directors for each associate member at the expiration of a period of two years from the date of acceptance as an Associate member.

The ACF International corporate seal or logo design may not be exhibited and/or used by Associate members but associate members may state that they are associate members of ACF International.

Sections 2, 5, 6, 7, 8, 10 & 12 of Sub Article IV-A apply to Associate members.

ARTICLE IV-C
CORPORATE MEMBERSHIP

The Association may admit Corporate members without voting rights.

Dues to be paid by Corporate members shall be established by the Board of Directors.

This membership is open for corporations who utilize career management services and/or provide material, run programs and are not otherwise engaged in offering services to third parties but wish to be informed about the activities and standards of ACF International.

ACF International corporate seal or logo design may not be exhibited and/or used by corporate members. They may, however, state that they are corporate members of ACF International.

Sections 2, 5, 7, 8, 10 & 12 of Sub Article IV-A apply to Corporate Members.

ARTICLE V
GOVERNANCE

Section 1. International Board of Directors. General control and administration of the activities, funds, membership, property and program of the Association shall be vested in a Board of directors composed in accordance with Article VIII of these Bylaws. They shall be authorized to appoint a Director and other paid officials.

Section 2. Standards of Professional Practice and Code of Ethics. At Appendix 1 of this document are the stipulated minimum standards to be applied by all members and associate members of the Association.

Section 3. Regional Chapter Boards and Country Association Boards. Subscribe to these bylaws and Appendices 1 and 2 in their entirety and their responsibilities within their geographical area are as described for the International Board in Section 1 above.

ARTICLE VI
INTERNATIONAL BOARD OF DIRECTORS

Section 1. Composition. The Board shall consist of a President, a President-Elect, the immediate Past President of the Association and not less than five (5) nor more than nine (9) members for a total of not less than eight (8) or more than twelve (12) persons. Each member and officer of the Board shall be a principal or a member of the professional staff of a member firm. No member firm shall have more than two (2) persons on the board who are under the one (1) dues structure (including affiliate organizations with which an organization has a formal relationship, companies belonging to formal affiliate organizations, and companies with emeritus members). All Board members shall be elected as herein provided. The President, the President-Elect, and Immediate Past President shall be members of the Board.

Each Board member has a right to one vote. The President will serve as chairman of the Board and have a casting vote. The size of the Board may change from time to time within the limits stated above in accordance with the needs of the Association as determined by the President subject to a majority vote of the members of the Board. The number of members of the Board shall be set in sufficient time for the Nominating Committee to act in accordance with Article VIII of these bylaws. The size of the Board may not be reduced as a means of removing any duly elected member from the Board prior to the expiration of his or her term of office. The Board may decide to fill any seat on the Board vacated by an expiration of the term of office, or by resignation, or any other reason voting by simple majority.

Section 2. Manner of Election and Term. Directors shall be elected at the Association's annual business meeting by ballot, cast by the official representative or alternates of members in person or by proxy. A sufficient number of directors to satisfy the composition of the Board as determined under Article VIII, Section 1 of these bylaws shall be elected each year to serve for a two (2) year term or until their successors have been elected and assumed office. They shall assume office immediately upon election.

Section 3. Re-election of Board Members. Board members may serve consecutive two year terms. They shall not be eligible for re-election until at least one (1) year shall have elapsed. Board members who have completed two terms but go on to become elected officers are entitled to serve until the period of office is complete. However, a board member may continue beyond if he/she has not completed two terms excluding the period in office. A person filling a vacancy under Article VIII, Section 9 may be eligible for election to a full two (2) year term upon completion of the unexpired term.

Section 4. Nominations. The Nominating Committee, acting in accordance with Article VII, Section 3 or these bylaws, shall present to the membership at least thirty (30) days before the annual business meeting, one (1) nomination for each seat on the Board which is vacant or about to expire in accordance with Article VIII, Section 1. No member of the Nominating Committee may be nominated to serve as an officer or member of the Board of Directors. Independent nominations may be made in accordance with the procedures set out below.

The Nominating Committee shall take into account international and other membership factors in proposing nominations to ensure fair representation.

Independent nominations may be made by any five (5) members of the Association submitting them in writing to the President not less than twenty (20) days prior to the date of the annual business meeting. When this happens, the President shall, not less than fifteen (15) days before the annual business meeting, mail to the official representative of each member a second ballot containing the names of the candidates nominated by the Nominating Committee and those nominated independently, to be voted upon during the annual business meeting.

Section 5. Calling of Meetings. The Board of Directors shall meet in person at least once a year at a time and place determined by the directors. At other times meetings may be held by telephone, video conferencing or other suitable means.

Meetings of the Board may be called at any time by the President or by any five (5) members of the Board. Adequate notice of such meeting shall be given to each member of the Board.

Notice of Board meetings called by other than the President shall contain a statement of the purpose of such meeting and the business shall be confined to that purpose, unless other items for discussion are approved by a majority of the Board during the meeting. If such other items significantly affect the affairs of the Association, members not present at the meeting shall be given an opportunity to express their views. The President shall decide which items are significant in such cases.

Section 6. Quorum. Fifty percent of the whole Board shall constitute a quorum at any meeting of the Board. Any lesser number shall adjourn until a quorum is present.

Section 7. Voting. Voting rights of a board member or his or her alternate delegate can be exercised by proxy, effected by any nominated fellow board member at a board meeting voting in his or her place. Each proxy must be executed in writing and will be valid only for the meeting for which it is presented.

A board member may not hold more than two proxies.

Section 8. Voting by Mail. Action may be taken by a mail, fax or phone ballot of the members of the Board and shall constitute a valid action of the Board, if reported at the next regular meeting of the Board.

Section 9. Compensation. Board members and elected officers shall not receive compensation for their services.

Section 10. Alternate delegates. Each director is eligible to nominate an alternate delegate having the power to speak and vote in his/her absence; subject to ACF International Board approval of the person nominated.

ARTICLE VII
INTERNATIONAL OFFICERS

Section 1. Officers. The officers of the Association shall be a President, the President Elect and the Immediate Past-President. The President and the President-Elect are to be elected during the annual business meeting of the Association, and to serve until their successors have been duly elected and have assumed office. Elections shall be by ballot, in person or by proxy and a majority of votes shall elect. Elected officers shall assume office immediately upon election.

Section 2. Duties of Officers. The duties of the President and the President Elect are as specified by the Board or may be required by law or as described in the Bylaws.

The President-Elect shall, in the absence or incapacity of the president, perform all duties of the President. The President-Elect shall also perform the duties as assigned by the president or the Board of Directors. The President-Elect will succeed to the office of president upon the approval of the board if the president is permanently unable to act. Where the president elect is unable to act the Past President shall deputise for him.

ARTICLE VIII
INTERNATIONAL COMMITTEES AND TRUSTS

Section 1. Standing Committees. Standing committees of the Association may be established by simple majority of the board. One member shall always be appointed as Director of Finance.

The President, with the approval of the Board, shall appoint the committee chairmen from among the members of the Board.

Section 2. Administrative and Special Committees and Trusts. The Board may appoint, or authorize the President to appoint, other administrative or special committees from the members as needed and delegate authority and responsibilities to them and revoke them and terminate the existence of such committees as it sees fit. The Board may create such trusts for special purposes and appoint or authorize the chairman to appoint the trustees thereof, and may revoke and terminate any such trusts as it sees fit.

Section 3. Nominating Committee. A Nominating Committee of three principals being persons from the professional staff of member firms, only one of whom may be a board member, shall be appointed by the President subject to the ratification of the Board at its next meeting. Their appointment shall be announced to the members sixty (60) days before the annual business meeting. The Nominating Committee shall invite suggestions from the members regarding a sufficient number of suitable candidates to serve as president elect and as board members to meet the composition of the Board as determined under Article VI, Section 1 of the bylaws, prior to the annual business meeting.

The report of the Nominating Committee shall be presented to the members by the President at least thirty (30) days before the annual business meeting, and the nominations shall be voted on during the meeting in accordance with Section 4 of Article VI.

ARTICLE IX
INTERNATIONAL GENERAL MEETINGS OF MEMBERS AND VOTING

Section 1. Annual Business Meeting. The Association shall hold at least one general business meeting a year for the election of officers, and for the transaction of other business at a time and place to be designated by the Board at least thirty (30) days in advance of the meeting.

Section 2. Special General Meetings. Special meetings may be called by the Board at any time, or shall be called by the President upon written request of any ten (10) members, within fifteen (15) days after the filing of such requests with the President. The business to be transacted at each special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

Section 3. Notices. Within five (5) business days following the designation of a time and place for a special business meeting by the Board, the President shall mail to the official representative of each full member at each full member's address as it appears in the records of the Association, a written notice of the meeting. At least fifteen (15) days in advance of the annual business meeting, the President shall mail to each full member a supplementary notice listing the principal items of business to come before the meeting. Notice of each regional or special meeting shall be mailed to full members at lest two (2) weeks prior to the date of the meeting.

Section 4. Voting. At all meetings of the Association, each full member shall have one (1) vote by its official representative or alternates who may vote in person or by proxy. Unless otherwise specifically provided in these bylaws, a majority vote of the membership shall govern.

Section 5. Quorum of full Members. A majority of the full members, represented by their official representatives of alternates or by proxy, shall constitute a quorum for the transaction of business at any meeting of full members. If a quorum is not present at any meeting, the full members present shall adjourn the meeting from time to time as may be necessary or until quorum is present.

Section 6. Proxies. Full members may vote by proxy at any annual, regional, or special business meeting. Each proxy must be executed in writing and will be valid only for the meeting for which it is presented.

Section 7. Rules of Order. Robert's Rules of Order (Revised) shall govern at all meetings of the Association, of the Board, and of all committees on any point not covered in these bylaws.

Section 8. Minutes of the Association. Within thirty (30) days after any business meeting of the full members, the director or manager shall mail to the official representative of each full member, at each full member's address as it appears in the records of the Association, a copy of the minutes of the meeting. Any full member who attended the meeting may request corrections or amendments to the minutes by submitting them in writing to the president who shall decide on their validity. If no such corrections or amendments have been received in the office of the Association thirty (30) days after the day on which the minutes were mailed to full members, the minutes will be considered approved as submitted.

The President shall mail corrected minutes to the official representatives of members and they will be considered approved after a further 30 days.

ARTICLE X
ENTRANCE FEES, DUES AND ASSESSMENTS

Section 1. Entrance Fees, Dues and Assessments. The entrance fee, annual dues, and any special assessments and manner of payment shall be determined by the affirmative vote of a majority of the members of the Board, provided that before any change in the entrance fee, annual dues, and special assessments is determined, the proposed change shall be submitted to the members for consideration and comment for period of not less than thirty (30) days.

Section 2. Payment of Dues and Assessments. Payment of dues and assessments may be made annually in January, semi-annually (January and July), or in quarterly installments (January, April, July, October) during the Association's fiscal year which begins on January 1 and ends on December 31. Members who withdraw from the Association during the year are liable to pay dues for the whole year notwithstanding the fact that they may have opted to pay by half yearly or quarterly installments.

Section 3. Suspension or Termination of Membership for Failure to Pay Dues and Assessments. Members who fail to pay their dues and assessments within thirty (30) days from the time they become due shall be notified by the President. If payment is not made within fifteen (15) days thereafter, they shall be reported to the Board as delinquent members. They shall be subject to the provisions of Sub Article IV-B, Section 13, Sub-section b(ii).

Section 4. Dues and Assessments in the Event of Resignation or Suspension. Members who resign or are suspended from membership shall be liable for payment of the year's dues and assessments in which they resign.

Section 5. Dues and Assessments in the Event of Expulsion or Termination of Membership. Members expelled from membership, or whose membership terminates for any reason shall not be entitled to any refund of dues.

ARTICLE XI
INTERNATIONAL FINANCES

Section 1. Fiscal Year. The fiscal year shall commence on January 1, and end on December 31, of each year.

Section 2. Bond. The President, other officers and individuals as authorized by the Board, may sign checks, execute contracts, or incur financial obligations as provided for in the Bylaws. They may furnish surety bond in such amount as the Board may determine, the cost to be paid by the Association.

Section 3. Annual Budget. The Board, at its final business meeting of the fiscal year with the recommendations of the Finance Committee, shall adopt an income and expense budget covering all expenses and activities for the next fiscal year, as well as the proposed entrance fee, dues and assessment structure.

Section 4. Annual Report. When members receive notice of the annual business meeting, the Board shall furnish the members with a review of the year's activities, a report on changes in the membership, the previous years audited accounts and an estimate of the financial result for the current fiscal year compared with the budget. The recommended budget for the next fiscal year shall also be submitted to members at the same time.

Section 5. Annual Audit. An annual audit of the accounts of the Association shall be made either by a certified public accountant, or a firm of certified public accountants. The audit report, including the financial statements, shall be submitted to the Board by the board member responsible for finance within one hundred and twenty (120) days following the close of the fiscal year.

ARTICLE XII
INTERNATIONAL CORPORATE SEAL

The Association shall have a corporate seal of such design as the Board may adopt.

ARTICLE XIII
ENFORCEMENT OF CODE OF PROFESSIONAL RESPONSIBILITY

The Association shall enforce these bylaws and the Standards of Professional Practice of Professional Code of Ethics.

ARTICLE XIV
AMENDMENTS OF THE BYLAW INCLUDING APPENDICES

The bylaws and appendices may be amended, repealed, or altered in whole or in part, by a majority vote of the members voting in person or by proxy through their official representative or by alternates at any duly organized general meeting of the Association, or by a majority vote of the full members voting by proxy or mail ballot.

Notices of such proposed changes shall be sent in writing to the official representatives of members thirty (30) days before the meeting or before the mail ballot is due. Amendments may be proposed by the Board on its own initiative, or upon petition of any ten (10) members addressed to the President. Such proposed amendments shall be presented to the membership by the Board with or without recommendation.

ARTICLE XV
LIMITATION OF LIABILITIES

Nothing herein shall constitute members of the Association as partners for any purpose. No director,no officer, employee, or member of this Association shall be liable for the acts of failure to act on the part of any director, officer, employee, or member of the Association. Nor shall any director, officer, employee, or member be liable for its acts or failure to act under these bylaws, excepting only acts or omissions to act arising out of his wilful misfeasance. The Association shall hereby indemnify the officers, Board of Directors, the executive director and any other committee chairpersons or employees against all claims arising out of their performance of duties for the Association.

ARTICLE XVI
DISSOLUTION OF ASSOCIATION

Section 1. Dissolution. The Association may be dissolved by a resolution adopted by the Board and shall require an affirmative two-thirds (2/3) vote of the full members entitled to vote at any duly authorized meeting of the Association. Official representatives may vote in person, by mail or by proxy.

Section 2. Responsibility for Carrying Out Dissolution. In the event of dissolution of the Association, the Board or a committee appointed by the Board, shall be responsible for its liquidation.

Section 3. Distribution of Assets. In case of dissolution of the Association, the Board shall authorize the payment of all indebtedness of the Association, authorize the payment of reasonable separation pay to the Association's employees, and arrange for the distribution of the remaining net assets according to the applicable provisions of New York State Law.

ARTICLE XVII
GRIEVANCES

Section 1. Grievances between members or between members and the international, regional or country boards should first be handled by conciliation but if no solution is found the grievance may be referred to an arbitrator appointed under the rules of the American Arbitration Association.

Section 2. Where a regional board, or the international board becomes aware of an apparent lapse in quality standards or receives a complaint from some person or organization using the services of a member firm or other person or body, the president or a board member, nominated for the purpose, shall inform the member firm and he or she should offer assistance in addressing the problem. The president or board member should point out the nature of the apparent breach of bylaws.

Section 3. If the problem persists or if the member firm fails to address it effectively within a reasonable time the regional board may formally require the member firm to repair the breach within a specified period, usually 30 days, and thereafter commence the procedures for censoring, suspending or expelling the member under Article IV of these bylaws.

Section 4. Notwithstanding the Association's preparedness to enforce the bylaws and standards the intention of the board will always be to encourage the recognition and rectification of lapses in service or behaviour and to encourage a constructive response by adopting a supportive and inclusive approach in such matters.

ACF INTERNATIONAL BYLAWS
APPENDIX 1

Standards of Professional Practice and Code of Ethics

ACF INTERNATIONAL BYLAWS
APPENDIX 2