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”).
TrademarksThe
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.
