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AMERICAN ASSOCIATION OF FRANCHISEES AND DEALERS

BYLAWS FIRST DRAFT

ARTICLE I

The name of the association is the “American Association of Franchisees and Dealers” hereinafter referred to as “Association”.

ARTICLE II

PURPOSE AND OBJECTIVES

The primary purpose of the Association is to promote fair and equitable franchising and dealer practices, to promote trade and exemplary trade practices, and to provide members with programs, services and products which enhance their ability to conduct their individual businesses and careers with competence and integrity.

The Association has adopted the following objectives to implement this purpose:

MARKET SUPPORT SERVICES — to promote collective bargaining within the franchising industry, and generally to enhance economic and market power for franchisees by identifying, developing and implementing programs, products and services to build economic strength and bargaining power for the members.

LEGISLATIVE & LEGAL ADVOCACY — To represent Association members by exerting collective influence in matters of mutual concern and by advocating beneficial legislation and legal doctrines and providing legal support for members.

EDUCATION — To provide ongoing and current educational programs, professional development opportunities, information exchanges, and research endeavors to meet the continuing needs of the association’s membership.

ACCREDITATION — To foster, establish and maintain standards and responsibilities and experience among franchisors and franchisees, and to acknowledge and reward exemplary practices by companies engaged in franchising and other forms of dealer distribution systems.

ETHICS — To promote and maintain high standards of service and business integrity through the dissemination, application and enforcement of the Association’s Code of Ethics and Standards of Professional Responsibility.

ARTICLE III

MEMBERSHIP

Section 1 Franchisee Members: Any individual, corporation, company, partnership or sole proprietorship in any membership classification who currently owns a franchised business or distributorship, or has owned such a business within five years of the current “membership year,” shall be a Franchisee Member. Franchisee members shall have such voting rights and other privileges as may be determined by the Board of Directors of the Association.
Section 2 Associate Members: Any individual, corporation, company, partnership or sole proprietorship not otherwise eligible for Franchisee membership, which supports the purposes and standards of the Association, shall be eligible for Associate Membership. Associate Members shall not have voting rights, but will other such privileges as may be determined by the Board of Directors of the Association.
Section 3 Founding Members: Any Member may obtain founding member status for a one time fee of $500. All future renewals will be at one half of the then regular membership rate. This program will only be available until the Association reaches one thousand members, at which time it shall be discontinued.
Section 4 Life Members: Any Member may obtain Life Member status for a one time fee of $5000. No future dues will be required. Life Members shall have such privileges as may be determined by the Board of Directors of the Association.
Section 5 Supporting Members: Any Member who desires to market goods and services through the Association may obtain Supporting Member status by payment of at least $500 dues per year. Supporting Members shall have such privileges as may be determined by the Board of Directors of the Association.
Section 6 Trade Association Council Members: See Trade Association Council at Article IX, Section 1.
Section 7 Affiliate Members: Any member in good standing of any trade association that is itself a member of the AAFD’s Trade Association Council. Affiliate Members shall have such rights and privileges as may be determined by the Board of Directors of the Association.
Section 8 Fair Franchising Seal Recipient Council Members: Franchisors who hold a currently valid Fair Franchising Seal from the AAFD are entitled to membership in the Council of Fair Franchising Seal Recipients. See Council of Fair Franchising Seal Recipients at Article IX, Section 2.
Section 9 Honorary Members: Honorary Membership shall only be conferred on a individual, and only at the discretion of the Board of Directors of the Association. Honorary Members shall have such privileges as may be determined by the Board of Directors of the Association.
Section 10 Application for Membership: Eligibility shall be without regard to race, creed, color, sec, age, physical handicap, religion, or national origin. All applications for membership shall be made in writing and shall accompanied by payment of required dues. Applications for Membership shall be made directly to the Association.
Section 11 Special Membership: The Board may approve special membership programs from time to time for marketing purposes.
Section 12 Termination of Membership; Censure & Suspension
(a) Membership in the Association shall be terminated by the Board of Directors for the following causes, provided written notice shall have been given thirty (30) days before the date of termination.
(1) Actions which adversely reflect upon the franchising industry as determined by a two-thirds (2/3) vote of the duly elected Board of Directors of the Association.
(2) Failure to pay dues as provided in Article VII.
(3) Gross violation of the Code of Ethics and/or Standards of Professional Responsibility as determined by the Board of Ethics.
(b) The Board of Directors of the Association by a two-thirds (2/3) vote of the duly elected Board, after a hearing as provided in this subsection (b), may censure, suspend or terminate a member for conduct of actions deemed by the Board to be detrimental to the best interests of the Association. The Board of Trustees shall give written notice to said member regarding the date, time and place of said hearing before the Board of Directors, at least thirty (30) days prior thereto, together with a copy of the charges or reasons upon which the proceedings are based.
(c) Written notice of the Board’s action shall be given to the censured, suspended or terminated member by registered mail together with a refund of any dues paid beyond the current fiscal year.
Section 13 Surrender of Property: Any member so suspended or terminated shall be without all membership rights and privileges, and shall surrender all membership insignia, certificates and other Association property.
Section 14 Resignation: Any member may resign by submitting a written resignation to the Chair of the Association. Resignation shall not relieve the member so resigning of the obligations to pay any dues, or other charges accrued but not paid, to the Association or to the Chapter. Upon resignation, a member shall surrender all membership insignia, certificates, and other property of the Association.
Section 15 Reinstatement: A former member desiring a continuous membership record may be reinstated on showing proof of qualification and paying all dues, fees and assessments in arrears. If however, a continuous membership record is not desired, the former member may be reinstated showing proof of qualifications and payment of the current year’s dues and appropriate fees and assessments, if any. Persons who have been suspended or terminated shall not be reinstated unless permanent correction of the violation has been accomplished.

ARTICLE IV

SECTIONS AND CHAPTERS

SECTION 1 Definitions:
(a) Chapters. The Association shall establish Trademark Specific chapters of the Association for every franchise system for which there are Association members. Sections shall be accorded active status when the section has sufficient membership to account for at least four thousand dollars in total dues and average dues of at least one hundred twenty dollars per member, provided, this requirement may be waived by the Board of Directors in appropriate and prudent circumstances. Additionally, any trademark specific franchisee association that is a member of the AAFD Trade Association Council (TAC) shall be deemed to be a trademark specific chapter for such association’s franchise system.

(b) Sections are those geographically based groups of members which have been so recognized by the Board of Directors of the Association and who have paid at least four thousand dollars in total dues and average dues of at least one hundred twenty dollars per member. The Board of Directors of the Association shall have the power to fix the boundaries and jurisdictions of Sections. Additionally, any non-trademark specific franchisee association that is a member of the AAFD Trade Association Council (TAC) shall be deemed to be a Section of the AAFD.

Section 2 Recognition of Sections & Chapters: In an area where no Section or Chapter exists, a group of Members who meet the qualifications for section or chapter status, may petition the Board of Directors to create a section or chapter.
If, in the opinion of the Board of Directors, the petitioning group meets the recognition standards for section or chapter organization as adopted by the Board of Directors, recognition shall be granted by the issuance of a charter to the new section or chapter, which will then become an integral part of the Association.
Section 3 Section & Chapter Bylaws: The Bylaws of a section or chapter shall be in a form and style established by the Board of Directors of the Association.
Section 4 Membership: Each member of a section or chapter of the Association must qualify for membership under Article III of these Bylaws.
Section 5 Disbanding of a Section or Chapter: Should a section of chapter of this Association disband, the Board of Trustees shall be notified immediately. After all outstanding bills of a disbanding section or chapter have been paid, any balance of funds remaining in the treasury of the disbanded section or chapter shall be turned over to the Association.
Section 6 Withdrawal of Recognition: When a section or chapter recurrently fails to live up to the recognition standards, or if it shall neglect or refuse to assist in the enforcement of the Code of Ethics and Standards of Professional Responsibility with respect to the activities of its constituent members, such section or chapter, after due notice and opportunity for hearing, may be terminated from membership in the Association by a two-thirds (2/3) vote of the duly appointed members of the Board of Directors. After all outstanding bills of a terminated section or chapter have been paid, any balance of funds remaining in the treasury of the terminated section or chapter shall be turned over to the Association.
Section 7 Inactive Section or Chapters: Any section or chapter which does not hold a meeting for a period of twelve (12) months shall be deemed inactive and shall be subject to withdrawal of recognition. The Board of Directors of the Association, by a two-thirds (2/3) vote of its duly appointed members, may deem a section or chapter inactive. The effective date of that inactive status shall be the day after its last duly noticed meeting date.
Section 8 New Sections or Chapters and Reactivating of Sections or Chapters: Upon the formation of a Chapter, or the Reactivating of an inactive Chapter, a Delegate to the House of Delegates may be elected to complete the term, provided the Chapter is in compliance with this Charter. If a Chapter’s membership drops below the required number during the year, the Delegate shall remain in the House of Delegates until the completion of that term. That Delegate shall actively work to obtain new members to fulfill the minimum requirements of the Association.

ARTICLE V

HOUSE OF DELEGATES

Section 1 Establishment; Powers & Duties: The House of Delegates is established to represent the members of the Association for the purpose of electing the Directors, establishing and satisfying the policies and business of the Association, and providing advice and consent for such matters as are brought before it by the Board of Trustees, the Board of Directors, or the members as hereafter set forth. Members of the House of Delegates may serve on committees of the association and make nominations as provided in Article IX.
Section 2 Composition and Election: One delegate for the House of Delegates may be elected to a term, not to exceed four years, for each Section and Chapter, and up to five non-voting delegates may be elected from each Council of the Association.
Section 3 Annual Meeting: The House of Delegates shall meet once each year at the Association’s annual meeting to elect the Association’s Board of Directors and to conduct such other business as is brought before it.

ARTICLE VI.

BOARD OF DIRECTORS

Section 1 Powers and Duties:
(a) General Authority: The Board of Directors shall be responsible for establishing policy of the association and shall have authority to authorize programs and expenditures. It may delegate such duties and create such special committees as it may deem expedient.(b) The authority of the Board of Directors includes the following:(1) The Board of Directors, by a two-thirds (2/3) vote of the duly convened Board, shall have the power to remove a Director for a willful or unexcused absence from two (2) consecutive meetings of the Board of Directors.

(2) The Board of Directors, by a two-thirds (2/3) vote of the duly convened Board, may at any time suspend or terminate a Director for any conduct or action considered by the Board of Directors to be detrimental to the best interests of the Association or for an incapacity to carry out their elected responsibilities.

(3) The Board of Directors, by a two-thirds (2/3) vote, shall determine the criteria for membership.

(4) The Board of Directors shall serve as an Appeals Board with regard to decisions of the Board of Ethics.

(5) The Board of Directors shall consider the suspension or termination of members.

(6) The Board of Directors shall determine the admission of new Chapters to the Association.

(7) The Board of Directors shall consider appointments by the Chair to the respective Chairs of the Standing Committees and the formation of any Special Committees.

Section 2 Composition: The Board of Directors shall consist of the Board of Trustees and Officers of the Association as provided in Article VI, Section 2, and so many additional Directors as shall constitute an odd total, not less than thirteen or more than nineteen, of Directors. The Board of Trustees shall have the authority to establish criteria for electing Directors to achieve geographic and industry balance. At least 2/3′s of the composition of the Board of Directors must be franchisee members.

Section 3 Term: The term of office for a Director shall be one (1) year, beginning with their installation at the Board Meeting at which their appointment is announced, and terminating with the installation of their successor. There are no term limts for Directors.

Section 4 Qualification and Election: All Directors shall be Members in good standing duly nominated and elected as provided in Article IX.

Section 5 Quorum: A majority of the duly appointed members of the Board of Directors, two (2) of whom shall be Trustees, shall constitute a quorum at any meeting of the Board of Directors.

Section 6 Voting: The voting rights of a Director shall not be exercised by proxy.

Section 7 Absence: Any Director who has been absent from one (1) regular meeting of the Board of Directors shall request an excused absence from the Chair. If the Director misses the next Board of Directors meeting, the Director shall be deemed to have resigned from the Board of Directors and the vacancy shall be filled as provided in these bylaws, unless a further absence for extraordinary reason shall be granted by a majority vote of the Board of Directors.

Section 8 Reimbursement of Expenses: Directors shall receive only such reimbursement of direct expenses as may be determined by the Trustees.

Section 9 Manner of Filling Vacancies: If a vacancy occurs on the Board of Directors, the Trustees shall appoint, by majority vote, an Officer or Director to complete the unexpired term. Provided, however, that if the office of the Chair is vacated, the Vice Chair shall assume the office of Chair.

Section 10 Regular Meetings: The Board of Directors shall hold at least one physical (1) meeting annually at the time of the Annual Meeting. Additional quarterly telephone meetings shall be conducted as established by the Board of Directors at it’s Annual Meeting.

Section 11 Special Meetings: The Chair may call special meetings of the Board of Directors, and shall call a special meeting upon the written request of one-third (1/3) of the duly appointed members of the Board. The Chair shall cause to be sent subjects of all special meetings of the Board by first class mail or facsimile telecommunications to each member thereof, at least ten (10) days prior to the date of said meeting. However, at any time when two-thirds(2/3) of the duly elected members of the Board are present in one location, the Chair may, or upon the request of one-third (1/3) of the duly elected members of the Board shall, call a special meeting of the Board by handing the members of the Board a written notice of the time and place of said meeting. When a special meeting is called, no action contrary to a former Board decision shall be approved except by a two-thirds (2/3) vote of the duly elected Board Members.

Section 12 Referendum Vote: The Trustees may submit to the members of the Board of Directors, in the interim between meetings of the Board, questions which, in the opinion of the Chair, demand immediate action on the part of the Board of Directors. The Board of Directors shall be authorized to act upon all such questions by a referendum vote, which shall control the action of the Association, provided that the two-thirds (2/3) of the duly appointed Board Members concur in the vote. Such referendum votes of the Board of Directors shall be recorded in the Minutes of the next meeting of the Board of Directors.

Section 13 Other Means of Transacting Business: The Board of Directors may transact business by mail, electronic or telephonic means as may be allowed by law and in accordance with policies as may be adopted by the Board of Directors.

Section 14 Limitation on Liabilities: Nothing herein shall construe members of the Association as partners for any purpose. No member, Officer, Director, agent or employee of this Association shall be liable for the acts or failure to act on the part of any other member, Officer, Director, agent or employee of this Association. Nor shall nay member, Officer, Director, agent or employee be liable for their acts or failure to act under this Charter, excepting only acts or omissions to act arising out of willful malfeasance.

Section 15 Indemnification: Any Officer or Director of this Association or former Officer or Director of this Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors or a Director or Officer of the Corporation, except in relation to matters as to which such Director or Officers or former Director or Officers shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE VII

BOARD of TRUSTEES & OFFICERS

Section 1 Enumeration: The Affairs of the Association shall be administered by the Board of Trustees and the Officers of the Association which shall be the Chair, Vice Chair, Editor of the Association’s newsletter (who shall serve the duties of the Secretary) and Chief Financial Officer. The Trustees and Officers shall be members of the Board of Directors.
Section 2 The Board of Trustees: The authority for the administration of the affairs of the association is reserved to the Board of Trustees by the Association’s Declaration of Trust and the powers and duties of the Board of Trustees are as set forth in the Declaration of Trust.
Section 3 The Chair: The Chair shall be the chief executive officer of the Association and shall preside at all meetings of the Board of Trustees and Board of Directors. The Chair shall beex officio a member of all committees, except as otherwise provided in this Charter.
The Chair shall have such usual powers of supervision and management as may pertain to a Chief Executive Officer and shall perform such other duties as may be designated by the Board of Directors. The Chair shall appoint all committee Chairs. The Chair may also remove a Chair or a member of a standing or special committee, for a willful or unexcused absence from two (2) consecutive meetings of that committee or for any conduct or action considered by the Board of Directors to be detrimental to the best interests of Association.
Section 4 Vice Chair: In the absence, disability or death of the Chair, the Vice Chair shall assume the responsibilities of that office, possess all the powers, and perform all the duties of the Chair. The Vice Chair shall have such other duties as are assigned by the Chair.
Section 5 Editor/Secretary: Unless other provisions are made by the Board of Directors, the Secretary shall keep full records of all proceedings of the Board of Directors and shall supervise the custody of all records and papers belonging to the Association.
Section 6 Chief Financial Officer/Treasurer: Unless other provisions are made by the Board of Directors, the Treasurer shall supervise the custody of all accounting records and financial papers belonging to the Association. The Treasurer shall render a statement of the financial condition of the Association at regular meetings of the Board of Directors. The Treasurer shall/may co-sign with the Chair of the Secretary all checks and drafts upon any and all bank accounts of the Association and other financial transactions requiring such signatures which have been authorized by the Board of Directors. The Treasurer shall cause the Board of Trustees to request monthly financial statements from Chapters to be received by the Board of Trustees at least thirty (30) days after the month end date.

ARTICLE VIII

COMMITTEES

Section 1 Standing Committees: Enumeration and Membership
The Chair shall, at the first regular meeting of the Board of Directors after the Annual Meeting, and with the approval of the Board, appoint the Chairpersons of the following Standing Committees, subject to the provisions of Sections 3, 6, and 9 of this Article:

 

 

Committee on Membership

Committee on Finance

Committee on Public Relations

Committee on Government Affairs

Committee on Insurance

Committee on Annual Conference

Committee on Strategic Planning

Board of Ethics

Executive Committee

Members of each Standing Committee shall be appointed by their respective Chairs, unless otherwise stipulated by the provisions of this Article, and subject to the approval of the Board of Directors.

Section 2 Committee on Membership: The Committee on Membership shall endeavor to increase membership in the Association by organizing new Chapters and Sections, supporting existing Chapters and Sections in membership recruitment, and maintaining member Chapters in good standing.

Section 3 Committee on Finance: The Committee on Finance shall consist of the Treasurer and four (4) Voting Members of the Association, two (2) of whom shall be individually members of the following: Committee on Membership and Committee on Annual Conference. The Treasurer shall serve as the Chair of the Committee on Finance. The Committee on Finance shall consider all matters affecting the finances of the Association which may be referred by the Board of Directors and which may come under its observation. It shall be the duty of the Committee to review the annual Budget as submitted by the Trustees and to recommend dues to fund said Budget for submission to the Board of Directors at least sixty (60) days before the fiscal year end. It shall serve as a continuing Budget review committee, and shall report at every regular meeting of the Board of Directors of the Association.

Section 4 Committee on Public Relations: The Committee on Public Relations shall give appropriate attention to those activities which advocate the concept of franchising and which raise the visibility of the Association as a reliable source of information in order to increase the understanding of issues affecting franchisees.

Section 5 Committee on Government Affairs: The Committee on Government Affairs shall give attention to matters of legislation affecting the Association members, including suggestions for proposed legislation. It shall make such recommendations to the Board of Directors as the Committee may deem proper.

Section 6 Committee on Insurance: The Committee on Insurance shall investigate, review, compare and consider insurance products available to the Association and its members. The committee shall advise the Board of Directors of the Association regarding these matters and shall report related Board actions to the Association members at the Annual Meeting.

Section 7 Committee on Annual Conference: The Committee on Annual Conference shall plan, organize, promote and execute the conduct of an annual conference which provides members with opportunities for educational development and professional interaction.

Section 8 Committee on Strategic Planning: The Committee on Strategic Planning shall review and revise the Association’s Long Range Plan and future Annual Plans. The Committee shall recommend the adoption and continued implementation of revised plans by the Board of Directors of the Association.

Section 9 Board of Ethics

(a) Jurisdiction: The Board of Ethics and Professional Responsibility shall be the judicial arm and the grievance board of the Association. It shall (1) hear and adjudicate all formally reported charges of violation of the Code of Ethics and the Standards of Professional Responsibility, (2) seek to enlist cooperation from non-members to cease practices which are in violation of those Standards and (3) recommend binding arbitration, if appropriate, to parties involved in business disputes.

(b) Composition: The Board of Ethics and Professional Responsibility shall consist of nine (9) members nominated by the Chair and appointed by the Board of Directors, each of whom shall have a minimum of five (5) years of experience as an Franchisee. Legal Counsel for the association shall serve as an advisor to the Board of Ethics but shall be without vote.

(c) Vacancies: Each year, at its first regular meeting following the Annual Meeting, the Chair shall nominate and the Board of Directors shall appoint three (3) Voting Members to the Board of Ethics, each serving a team of three (3) years. Vacancies shall be filled by the Board of Directors for an unexpired term.

(d) Conflicts of Interest: No member of the Board of Ethics shall participate in the adjudication of any matter to which he or any member of his firm or family is a party. In such cases, the Chair shall nominate, and the Board of Directors shall appoint, an alternate Franchisee Member to serve for such matter. An alternate shall have a minimum of five (5) years experience as a Franchisee.

(e) Chair: Each year, at its first regular meeting following the Annual Meeting, the Board of Ethics shall choose its own Chair from among the nine (9) members appointed.

Section 10 Executive Committee

(a) Composition: The Executive Committee shall consist of the Board of Trustees and the Officers of the Board of Directors as enumerated in Article VI, Section 1.
(b) Duties: The Executive Committee shall have the power and is authorized to act on behalf of the Association on such matters as assigned by the Board of Directors of the Association. It shall be the specific duty of the Executive Committee to:

(1) Make recommendations to the Board of Directors on matters referred to the Executive Committee as well as on matters initiated by the Executive Committee.

(2) Conduct urgent business matters of the Association between official meetings of the Board of Directors.

(3) Review the Association’s relationships with its paid employees and consultants, negotiate the terms of their contracts, and finalize annual agreements subject to the adoption of the budget for the following fiscal year.

(4) Conduct other business matters of the Association as may be delegated by the Board of Directors.

(c) Quorum: A majority of the duly elected members of the Executive Committee as fixed by these Bylaws shall constitute a quorum at any meeting of the Executive Committee.

(d) Voting: In the case of a mail ballot or telephone conference call, a two-thirds (2/3) vote of the duly elected Executive Committee Members shall be required to decide the issue.

Section 11 Standing Committees: Except as otherwise provided in these Bylaws, Standing Committees shall each consist of at least three (3) Franchisee Members.
Section 12 Special Committees: Special Committees may be appointed by the Chair with the approval of the Board of Directors. Special Committees shall be constituted only during the elected term of the appointing Chair, and shall be responsible for reporting to the Board of Directors within the scope defined for each by the Chair.
Section 13 Reporting: The Chair of each Committee shall report to the Board of Directors regarding any matter requiring action or consideration. The majority of the members of a Committee present at any Committee meeting shall constitute a quorum. No financial obligations shall be incurred by any Committee which have not been authorized by the Board of Directors and for which appropriations have not been made.

ARTICLE IX

COUNCILS

Section 1 COUNCILS.
The following Councils are established for non-voting members of the Association:

A. Trade Association Council (TAC). A Council of Presidents, or elected Delegates, from each Trademark Specific Section of the AAFD and from each independent Trademark specific franchisee or dealer association that meets the membership qualifications established by the Board of Directors.

B. Council of Fair Franchising Seal Recipients. A Council of Franchisors who are holders of a currently valid Fair Franchising Seal from the Association.

C. LegaLine Council. A Council of LegaLine Members who serve as the LegaLine Steering Committee.

D. FinanciaLine Council. A Council of FinanciaLine Members who serve as the FinanciaLine Steering Committee.

E. Suppliers Council. A Council of AAFD Supporting members who serve on the Suppliers Network, Speakers Bureau, or other Supporting Member Panels other than the LegaLine or FinanciaLine.Section 2.Powers and Authority. Generally, Councils of the AAFD are governed by the provisions of Article IV of these Bylaws, applicable to Sections and Chapters. Councils have the power and authority to meet, confer and issue papers and communications taking positions of relevance to the Council and on behalf of the Council, but Councils have no vote in the House of Delegates or the Board of Directors. Councils shall have such rights and other privileges as my be determined by the Board of Directors of the Association.

ARTICLE X

NOMINATIONS AND APPOINTMENTS

Section 1 The Committee on Nominations: The Committee on Nominations shall be appointed by the Chair, with the approval of the Board of Directors, at least one hundred twenty (120) days before the fiscal year end, and shall consist of three (3) Members of the Board of Directors of the Association. The Committee shall name its own Chair. It shall be the function of this Committee to solicit candidates for Directors to the Board. The Chair of the Committee on Nominations shall request the names of nominees from each member of the Board of Directors and each Section and Chapter Chair at least ninety (90) days prior to the end of the fiscal year.
Section 2 Eligibility for Nominations: Each candidate nominated shall be eligible for appointment provided:
(1) they are a Member in good standing,(2) their written statement declaring willingness to serve if appointed has been received by the Board of Trustees at least fifty-five (55) days prior to the end of the fiscal year, and(3) their biographical material (no longer than 500 words) has been received by the Board of Trustees at least fifty-five (55) days prior to the end of the fiscal year.

(4) the nomination committee shall consider appropriate representations of types of organizations, geographic areas, minorities and gender balance, so that the Nominating Committee may reflect the Diversity of the members of the Association.Section 3Nominations by the Nominating Committee: The Nominating Committee shall nominate a candidate for each vacant and expired term of a Director’s position for the ensuing year and shall notify the Board of Trustees, in writing, of its nominations not less than sixty (60) days before the fiscal year end. Not more than one name for any single office may be placed on the ballot by the Committee on Nominations.Section 4Nominations by Petition: Any Franchisee Member shall be placed on the ballot by the Board of Trustees if, in the period of not more than one hundred twenty (120) days and not less than sixty-six (66) days before the fiscal year end, there is filed in the Executive Office a petition nominating the Member to office, signed by any Section or Council Chair, or any duly elected member of the House of Delegates, or by ten (10) Franchisee Members in good standing, other than the nominee, and accompanied by their biographical material and a statement declaring their willingness to serve if elected.Section 5Election Procedures:
(a) All elections shall be held during the Annual Meeting of the Association. The date, time, and place of the Annual Meeting shall be published in the notice of the meeting sent by the Chair.(b) Elections for contested positions shall be by secret written ballot.(c) If more than one person is nominated for an office, that position shall be voted upon separately. Elections shall be by a majority of the votes cast and, if a majority vote is not initially obtained, a runoff election to choose between the two leading candidates shall be held.

(d) The candidates receiving the highest number of votes for their respective offices shall be declared elected.

(e) The Board of Trustees shall cause a notice to be sent via first class mail, within thirty (30) days of the election, to every Member reporting the election results. A synopsis of the biographical material provided by each elected nominee shall be sent along with the notice.

ARTICLE XI

ANNUAL MEETING

Section 1 Annual Meeting: The Annual Meeting of the Association shall be held at a time and place determined by the Board of Directors. The purpose of the Annual Meeting is to report to the membership on the state of the association, to promote education and trade among the members, to conduct annual meeting of the House of Delegates, the board of directors, the sections, committees and councils, and to conduct such other business as authorized by the Board of Directors
Section 2 Notice: The Chair shall cause to be sent a call for the Annual Meeting to all Members not less than sixty (60) days prior to the opening date of the Meeting fixed in said call.
Section 3 Business: The following business will be conducted at the Annual Meeting of the Association:
1. Elections of Directors
2. Ratification of Business
3. Report on State of Association

4. Annual Meetings of:

a. House of Delegates

b. Board of Directors

c. Sections

d. Councils

e. Committees

ARTICLE XII

DUES AND ASSESSMENTS

Section 1 Dues: Members of the association shall pay such dues as are stipulated by the provisions of this Article. Dues, once adopted by the Directors, shall remain the same until changed by the Directors.
Dues for members are established as follows:(a) Lifetime Membership: A one time dues payment of $5000 with no additional annual dues required.(b) Founding Members: A one time dues payment of $500 thereafter all dues will be at 1/2 the current rate. This program will be available until the association reaches 1000 Franchisee Members.

(c) Franchisee Members: Each Franchisee Member shall pay annual dues of not less than $15.00, and not less than $80.00 and be a member in good standing of a Trademark Specific Section in order to vote. The Board of Directors may establish such benefits as shall accrue at different levels of dues contribution, provided, affiliate members may achieve any level franchisee member status for 75% of the normal dues.

(d) Associate Members: For each Associate Member annual dues shall be not less than $15.00, or such other sum as shall be set by the Board of Directors of the Association.

(e) TAC Membership: Each TAC member shall pay annual dues of not less than $500 or $10.00 per each member of the affiliated independent association.

(f) Affiliate Members: No dues shall be required of AAFD Affiliate Members, but Affiliate Members many upgrade their membership status for 75% of the normal dues of each applicable level of membership.

(g) Council of Fair Franchising Seal Recipients:

Each Council Member shall pay annual dues of not less than $500.00 or $10.00 per each operating unit of the members Trademark System, whether or not franchised.

(h) Supporting Members: Each Supporting Member shall pay dues of not less than $500 per year.

(i) Honorary Members: No Association dues or assessments are required of Honorary Members.

(j) Membership Assessments: Membership assessment rates for appropriate expenditures shall be a recommendation of the Trustees.Section 2Collection
(a) Due Date: All Association dues are due annually on or before the anniversary date of each member’s membership.(b) Suspension: Any member whose dues are more than ninety (90) days in arrears shall be suspended from membership and thereby lose all rights and privileges of the Association. The Board of Trustees shall notify that member of this action in writing at least thirty (30) days prior to the effective date of termination. The Board of Trustees shall forward a copy of this notification to the member’s Section or Chapter Chair, as appropriate.(c) Payable To: Dues shall be paid to the “American Association of Franchisee & Dealers.”Section 3Reinstatement: Any member who has been suspended because of nonpayment of dues may be reinstated prior to the end of the fiscal year in which the suspension occurs upon payment in full of the current year’s dues. If said dues are not paid in full by the end of the fiscal year, then the membership is automatically terminated.Section 4New Members: The annual dues of this Association for a new member shall be payable in full when the membership application is submitted to the Executive Office. The Board of Directors or the Executive Committee may authorize installment payment schedules for specific membership promotions.Section 5No Refund: Chapters or members who withdraw from the Association shall not be entitled to any refund of dues, fees or other financial contributions or payments made to or through the Association or its Chapters.

ARTICLE XIII

FINANCIAL ADMINISTRATION

Section 1 Fiscal Year: The fiscal year of the Association shall commence on the first day of June and end on the last day of May of each year.
Section 2
Budget, Budget Year, and Dues Requirements
: The Budget year of the Association shall commence on the first day of June of each year. The Board of Trustees shall submit to the Board of Directors a Budget and dues requirements for the ensuing year.
The budget and recommended dues shall be prepared by the Committee on Finance as provided in Article IX, Section 3.
Section 3 Budget Revisions: Once adopted by the Trustees, authorization to increase the budget shall be made only on the vote of two-thirds (2/3) of the duly convened members of the Board of Directors and only upon provision for additional income equal to such increase. Redesignation of budgetary allocations or transfers between items in the adopted Budget may be authorized only by a two-thirds (2/3) vote of the duly convened Board of Directors.
Section 4 Bond: Each signer of checks for the Association shall be covered by a fiduciary bond on an annual basis in an amount designated by the Board of Directors, the premium on which shall be paid by the Association.
Section 5 Filings: In order to conform with governmental regulations, the Association shall file all required reports to appropriate State and Federal agencies. It shall, therefore, be mandatory for all Chapters to file a quarterly statement of income and expenses with the Board of Trustees.

ARTICLE XIV

MEMBER ACTION

Section 1 No member, employee, committee, institute, conference, or Chapter shall have the power to make expenditures, incur expenses, create obligations, make official statements or promises on behalf of the Association, nor commit in any manner the Association to act on policy, unless authorized to do so by the Board of Directors of the Association.

ARTICLE XV

AMENDMENTS

Section 1 Proposed Amendments: Amendments to these Bylaws may be adopted by the Board of Directors (with at least 2/3 vote), provided such proposed changes shall be received in writing by the Board of Trustees at least forty-five (45) days prior to any meeting or mail ballot. All such proposed amendments shall clearly state the purpose of the proposal and shall be sent to each Member at least thirty (30) days prior to the date of any meeting or mail ballot.
Section 2 Effective Date: Unless otherwise specified. Amendments shall take effect immediately upon their adoption.

ARTICLE XVI

PARLIAMENTARY AUTHORITY

Robert’s Rules of Order (Revised) shall govern the Association in all instances where they are applicable and where they are not inconsistent with this Charter.

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