WASHINGTON
METROPOLITAN CHAPTER
OF CERTIFIED FRAUD EXAMINERS
CHAPTER BYLAWS
ARTICLE I
Name
Section 1. The name of this organization shall be the
WASHINGTON METROPOLITAN CHAPTER OF CERTIFIED FRAUD EXAMINERS
(referred to as “the Chapter”).
Section 2. The Chapter operates under the authority of
the Association of Certified Fraud Examiners, Inc. (referred to as
“the Corporation”) and the Association of Certified Fraud Examiners
(a non-profit Corporation, referred to as “the
Association”).
Trademarks: The name “Association of Certified Fraud
Examiners” and the seals and logos used in connection therewith are
the trademarks of the Corporation. The use of these trademarks by the Chapter
is governed by the Trademark License Agreement executed by the
Chapter and the Corporation, the terms of which are incorporated
into these bylaws.
ARTICLE II
Purpose and
Objectives
Section 1. The primary purpose of the Chapter is to
promote improved fraud detection and deterrence through expansion of
knowledge and interaction of its members in this professional
association.
Section 2. The Chapter is a not-for-profit,
incorporated entity in the District of Columbia.
ARTICLE III
Membership
Section 1. Eligibility Chapter members primarily are Certified
Fraud Examiners (CFEs), as designated by the
Association.
Only members in good
standing may vote or hold office.
Section 2. Associate Members Individuals who are not CFEs may become
associate members of the Chapter, by payment of full Chapter
dues.
Associate Members may
vote and hold office.
Section 3. Student MembersStudents, enrolled on a full-time basis in
an accredited college or university, may join the
Chapter.
Student Members will be
non-voting members and not eligible to hold
office.
They will pay one-half
the annual Chapter dues and will be eligible for discounts to
Chapter-sponsored training and other events, as
determined by the Board of Directors.
Section 4. Transfer of MembershipIndividual membership in this Chapter may
be transferred to or from another chapter, subject to the rules and
regulations of both chapters.
Section 5. ResignationA member may resign at any time, but such
resignation shall not relieve the resigning individual from the
payment of dues for the expired portion of the current fiscal year,
or give any right to rebate for dues paid, or any right to a
prorated share or other share of the assets of the
Chapter.
All resignations should
be in writing.
Section 6. Non-payment of Dues and Other Chapter
Obligations Membership is evidenced by the payment of
dues.
Chapter
membership
will be terminated
when payment of the Chapter dues has not been received by the
Treasurer before the end of sixty (60) calendar days subsequent to
the close of the dues billing cycle. Members who have been terminated may
reapply for membership only upon payment of all lapsed and current
dues and other outstanding Chapter obligations.
Section 7. Disciplinary Actions Involving
Members (1) In addition to termination of
membership for non-payment of dues, other disciplinary actions,
including expulsion of members from the Chapter, may be undertaken
if warranted.
Actions that may
warrant disciplinary action by the Chapter include illegal acts,
misconduct, or other actions detrimental to the Chapter’s best
interests.
The Chapter President
shall receive all charges or allegations against any member, and
shall submit to the Board of Directors such charges or allegations,
along with his/her comments and relevant information concerning the
matter. (2) After receiving charges or allegations that
may warrant disciplinary action, the Board of Directors will appoint
a Professional Ethics and Responsibility Committee. The Committee will initiate an inquiry to
review the facts and circumstances surrounding the charges or
allegations. In conducting its inquiry, the Committee will follow
the protocol described below. (3) The Committee will notify the affected
member by registered mail of the following: (a)
The existence of the allegations or
charges.(b)
The nature of the Committee’s inquiry into
the allegations or charges.(c)
That there is a presumption of innocence,
until the process has been completed, and the Committee will apply
due process, as defined in these bylaws, throughout its
inquiry.
Accordingly, the letter
will inform the member of his/her opportunity to submit supporting
documentation in defense of the allegations or
charges. (4) The Committee will furnish the Board
the results of its inquiry, which will include either a
recommendation of exoneration (i.e., charges were not
substantiated), or which will provide findings that clearly show
that the allegations or charges were
substantiated.
After receiving the
Committee’s results, the Board will convene a special session to
render a decision. (5) At the meeting, the Board will
determine its actions and record the results in minutes that will be
sealed.
Depending on the facts
and circumstances, various actions may be taken. (a)
In all cases where the accused member is
exonerated, due to unfounded allegations or charges, the Board will
immediately notify the member and take no further
action. (b)
In cases where the allegations or charges
were substantiated, but the Board determines that the facts and/or
circumstances do not warrant disciplinary action, the Board will ensure
that a full and complete written explanation is provided to the
accused member.
The member will be
informed that, while an allegation or charge was substantiated, no
disciplinary action will be taken, along with the reasons for the
Board’s decision. (c)
If the Board determines the need for
disciplinary action, including expulsion, they will notify the
member by registered mail of the findings and proposed
action(s).
In all cases, the
notice shall state the reasons for the action and give the member at
least thirty (30) calendar days to respond. No member will be disciplined or expelled
until he/she has an opportunity to respond to the charges, including
a full hearing (if requested) before a quorum of the
Board.
If the member does not
respond to the notification letter within 30 days, the action will
become final.
Any decision to expel a
member is not final until it has been submitted to, and approved by,
the Board of Regents of the Association
Section 8. Report of Chapter
Membership The Chapter shall furnish annually to the
Corporation, or upon request, a list containing the names and
addresses of all Members of the Chapter. The list shall indicate
whether the person is a CFE, Associate Member, or Student
Member.
ARTICLE IV
Limitations of
Liability
Section 1. Chapter Liability The Chapter shall be fully and solely
responsible for its own legal and financial affairs, and shall hold
harmless the Association, by reason of its affiliation, from
lawsuits, damages, other expenses, or liabilities which may arise
out of the activities of the Chapter.
Section 2. Association or
Corporation
LiabilityThe Chapter shall not be responsible or
liable for any lawsuits, damages, other expenses, or liabilities
which may arise out of the activities of the Association or the
Corporation.
Section 3. Non-liability of Chapter The Board of Directors and other Officers
of the Chapter shall not be personally liable for the debts,
liabilities, or other obligations of the Chapter.
Section 4. Insurance The Corporation may procure liability
insurance for the Chapter, and the Chapter agrees to pay all
reasonable premiums for such insurance.
Section 5. Corporation Authority In any disputes, the Corporation is the
final authority.
Section 6. Indemnification The Board of Directors and other Officers
of the Chapter shall be indemnified by the Chapter for any action
taken within the scope and authority of their position(s), as long
as the action was in furtherance of Chapter goals, and there are no
legitimate reasons for disallowing such
indemnification.
ARTICLE V
Finances
Section 1. Fiscal Year The fiscal year for the Chapter shall be
from July 1 through June 30.
Section 2. Chapter Dues(a) Chapter dues will be established by the
Board of Directors.(b) Dues shall be billed by the Chapter on a
periodic basis as established by the Chapter’s Board of
Directors.
The Chapter Treasurer
shall be empowered to assess and collect said
dues.
Section 3. Assessments There shall be no assessments imposed on
members except as approved by a two-thirds vote of the Chapter’s
Board of Directors, followed by a majority vote of the
membership.
ARTICLE VI
Organization and Structure
Section 1. Board of Directors and Other Chapter
OfficersThe Board of Directors shall consist of at
least nine (9) elected members. The Board of Directors may increase the
number of Board Members as necessary as long as such an increase
retains an uneven number of members. At present, authorized Board members
include the Chapter President, Vice President, Secretary, Treasurer,
Sergeant-at-Arms, and four Directors-at-Large (three elected via the annual election
process plus the immediate past Chapter
President).
A quorum shall consist
of a majority of the Board of Directors. In addition to the Board, other Chapter
Officers will be selected to perform duties or fulfill
responsibilities deemed necessary by the Chapter
President.
These Officers will
hold positions of Program Chairperson, Membership Chairperson,
Seminar Chairperson, and other positions as determined to be
necessary by the president. The positions may be held (concurrently) by
Board members or by other Chapter members. Officers who are not Board members may
attend Board meetings as needed, and may vote on issues that are
decided at Board meetings.
Section 2. Elections(a) The Chapter officers set forth in Article
VI, Section 1, shall be elected for a one (1) year term, by a
plurality of the votes of the members. The duly elected officers shall be inducted
at the Annual Meeting.(b) The results of the election will be
certified by the current Board of Directors, or by a committee
appointed by them, and recorded in Chapter records.
(c) The Election committee shall maintain the
election ballots until the induction of the officers at the Annual
Meeting.
Section 3. Terms of Office(a) The Chapter Officers and/or Directors will
hold office for one (1) year. The term of office will begin July 1 and
end on June 30 of the following year.(b) The Chapter Officers and the
Directors-at-Large, except for the President, may be re-elected for
one (1) additional consecutive term in the same
office.
Section 4. VacanciesIf the office of any Director or Officer
becomes vacant for any reason, the current Directors shall appoint a
person to fill the unexpired term of the office.
Section 5. Duties and
Responsibilities(a) The Board of Directors shall be the
governing body of the Chapter and its decisions and actions shall be
final, unless otherwise specifically provided for in these
bylaws.(b) The Board shall make available all
financial records of the Chapter to the Association, Corporation, or
Board of Regents,
upon reasonable
notice.(c) The Board shall publish to the members the
Chapter’s financial statements and accompanying audit opinions on an
annual basis.
Section 6. CompensationThe Officers and other Members of the Board
of Directors shall NOT receive any compensation for their services,
but shall be entitled to reimbursement for all actual expenses
reasonably incurred by them in connection with the usual performance
of their office duties. Such expenditures shall be presented for
approval by the Chapter Treasurer, who will consult with the Chapter
President if submitted expenses appear unreasonable, are not
supported adequately, or are otherwise
questionable.
Based on a
determination by the President, the expenses will be paid/denied, or
the President will refer the matter to the Board of Directors, who
will make a decision based on a majority
vote.
ARTICLE VII
Board of Directors
Meetings
Section 1. Frequency of MeetingsThe Board of Directors shall meet at least
twice a year at such times and places that the President may
choose.
At such meetings, a
quorum must be present to conduct business. A quorum shall consist of a majority of the
filled Board and other Officer positions. The meetings shall be conducted under the
rules contained in Robert’s Rules of Order (revised) unless those rules are in
conflict with the bylaws, in which case the bylaws shall take
precedence.
Section 2. Conduct and Notice of
Meetings(a) In all meetings of the Board, the President
shall preside.
In his or her absence,
the Vice President or the Secretary, in that order, shall
preside.(b) Appropriate notices of the meetings of the
Board shall be furnished to each Member of the
Board.(c) The President or any three (3) Board
Members may call a special meeting.
ARTICLE VIII
Duties of Board of
Directors
Section 1. The duties of the Board Members are
discussed below.
The President shall be
the previous Vice President. As discussed in Article VI, additional
officers or representatives may be established, as deemed necessary
by the Chapter President, who will define their
duties.
Section 2. President The President shall be the executive head
of the Chapter, and when present, shall preside at all meetings of
the Chapter and the Board of Directors. He or she shall exercise general
supervision of the affairs of the Chapter; shall consult with and
inform other Board Members, Officers, and Chapter members of significant events; shall make
an annual report to the Members of the Chapter; and shall have
additional duties as may be delegated by the
Board.
Section 3. Vice PresidentThe Vice President shall succeed the
President in office. He or she shall report to the President and
shall assume the duties of the President in his or her
absence.
In coordination with
the President,
the Vice President
shall ensure that the Board maintains an official current year and
Chapter history.
The history will record
significant events, including changes in bylaws or other practices
and procedures, and any other important Chapter
events.
The Vice President will
also be responsible for other duties that the President
or
Board may
delegate.
Section 4. SecretaryThe Secretary shall maintain records of
Chapter meetings, including: the minutes of Chapter and Board Meetings;
other significant meetings; and will perform other duties that from
time to time may be required. The Secretary will prepare a synopsis of
the major events recorded for the year to be kept with prior
Secretary synopses and transferred to the succeeding
Secretary.
Section 5. TreasurerThe Treasurer shall be responsible for all
financial records maintained by the Chapter.All monies, received by the Chapter, as
well as disbursements therefrom, shall be the responsibility of the
Treasurer.
He or she will see any
funds received are properly deposited for safekeeping to the credit
of the Chapter; that all disbursements are properly approved; that
the Board is advised of the status of the accounting of funds; and
perform appropriate duties to see that the assets of the Chapter are
properly safeguarded; and other duties that from time to time may be
required.
The Treasurer shall
prepare all required local and Federal tax returns and the Chapter‘s
annual financial statements. The annual financial statements will be
submitted to the Board for its review and comments; the final
version will be sent to the Association and Corporation and will
also be provided to the Chapter members at the time of the Annual
Meeting.
The Treasurer
will transfer these and other significant financial records, as well
as prior year returns and reports to the succeeding
Treasurer.
Section 6. Sergeant-at-ArmsThe Sergeant-at-Arms shall be responsible
for the following during Chapter meetings:(a) Ensure the meeting place is properly set up
and is adequately equipped.(b) Welcome guests and dignitaries and inform
the director of the meeting of their presence.(c) Ensure that professional decorum is
maintained during the course of the meeting(s).(d) Assist other Chapter officers and perform
other assigned duties as required
ARTICLE IX
Standing Committees
Section 1. Nomination Committee
-- The Nomination Committee shall be composed
of three (3) persons appointed by the President with concurrence of
the Board of Directors. The Nomination Committee shall consider all
suggestions and recommendations for Board Members, and shall
nominate not less than one (1) or more than three (3) candidates for
any one (1) position. The Vice President shall be appointed to
the head of the Nomination Committee.
Section
2.
Election Committee
-- The Election Committee shall consist of
three (3) members who are not on the Nomination Committee and are
appointed by the Board. The Election Committee shall certify the
results of the annual elections, and perform other related duties
that the Board may delegate.
Section
3.
Board of Directors
-- The Board of Directors may approve and
establish additional standing or temporary
committees.
The Board of Directors
shall approve a charter for each Chapter
committee.
All committee charters
must be consistent with the Chapter’s Bylaws.
ARTICLE X
Annual Meeting
Section 1. The Annual Meeting for the total Membership
of the Chapter shall be held for the purpose to announce the results
of the election of Officers and Directors; the installation of the
Officers and Directors; and to transact such other business as
deemed appropriate by the Board.
Section 2. Time and
Place. The Annual Meeting shall be held each year
at a time and place specified by the Board of
Directors.
The Annual Meeting must
be held within the physical area served by the
Chapter. Section 3. Notification of Meeting All members shall be notified in writing of
the Annual Meeting. Section 4. Voting All Members that are present shall be
eligible to vote.
A quorum shall be
constituted by those eligible to vote. All business to come before the members for
approval shall be approved by a majority of those present and
eligible to vote unless otherwise required by these
bylaws.
ARTICLE XI
Chapter Handbook
The Chapter and its members, officers, and
directors agree to abide by the provisions of the Chapter Handbook
and such other rules or regulations which may from time to time be
instituted by the Corporation.
ARTICLE XII
Amendments to
Bylaws
Section 1.
(1) Amendments to bylaws, additions or
deletions thereto may be proposed by members of the Board of
Directors, or by a committee appointed by the Chapter
President.
After approval by a
majority of the Board of the Directors, written concurrence needs to
be obtained from the Corporation. Amendments must subsequently be approved by
at least two-thirds of the Chapter members eligible to vote, at the
meeting at which the amendments are
considered.
(2) The Board of Directors may
also
adopt
“temporary
amendments” when deemed
necessary.
The “temporary amendments” will expire if not approved via the
process described in Section 1 of this Article.
ARTICLE XIII
Amendments to the Articles of
Incorporation
Section 1. Amendments to the Articles of Incorporation, and additions or deletions thereto
shall:
(a) be made
only at the Annual Meeting; and (b) be approved with a majority of
the members eligible to vote for such amendments.
Section 2. Between annual Chapter meetings, the Board
of Directors has the authority to adopt “temporary articles” as necessary. The “temporary articles” will expire if not ratified by the
Membership at the next Annual Meeting.
ARTICLE XIV
Headquarters
The Headquarters of the Chapter shall be at
a place designated by the Board of Directors within the area served
by the Chapter.
ARTICLE XV
Chapter Termination
Section 1. Termination The existence of this Chapter may be
terminated in the same manner as amendments to these bylaws or by a
unanimous vote of the Board of Directors.
Section 2. Disposition of AssetsIn the event of dissolution of the Chapter,
any assets remaining after payment of all claims against the Chapter
shall be distributed only to an organization or organizations
organized and operated exclusively for religious, charitable,
scientific, literary, or educational purposes and then described in
Section 170(b)(1)(A) [other than clauses (vii) and (viii)] of the
Internal Revenue Code of 1954, as now or hereafter
amended.
ARTICLE XVI
Effective Date
Section 1. These bylaws and proposed amendments
thereto shall be effective on the date that they are adopted by the
current Board of Directors, and approved by the Association and the
Corporation.
Section 2. The existing bylaws are effective until the
Annual Meeting is held, where they will be communicated to all
Chapter members in attendance. (They will also be announced in the last
Chapter newsletter of the fiscal year.) When the new Board of Directors and other
Officers assume their positions at the beginning of the new fiscal
year, they may make changes or amendments in these bylaws, as
discussed above.