Governance

Bylaws

ARTICLE VIII: ASSOCIATION CHAPTERS

Section 1.
Purposes
Association Chapters shall foster the vision, mission, credo, goals, core values and Code of Ethics of the association in a distinct geographic area. Members of association chapters shall strive to implement the association's professional policies among themselves and in the organizations which they serve.

Section 2.
Chapters
Chapters shall be chartered and shall be affiliated with the association.

Section 3.
Membership
As stated in the Constitution [Art. VII], membership in chapters shall be restricted to association members. The chapter may invite non-members to attend chapter meetings and events in accordance with such policies and procedures, if any, adopted by the association's Board of Directors.

Section 4.
Organization

Each chapter shall adopt bylaws approved by the association's Board of Directors, as provided in the following section. The association's Board of Directors may adopt model bylaws for the advice of association members organizing a chapter. The chapter bylaws shall provide that the chapter:

1. Will abide by applicable law, the association's Articles of Incorporation, the Constitution and these Bylaws, and policies and procedures adopted by the association's Board;
2. Is organized and operated exclusively for purposes consistent with Section 501 (c) (6) of the United States Internal Revenue Code, 26 U.S.C. § 501 (c) (6) or the corresponding provisions of any successor statute;
3. Is a separate entity and the association is not financially responsible for it;
   Shall immediately notify the association's Service Center of Excellence of the results of chapter elections of officers;
4. Delegates shall be selected directly by the chapter members or indirectly by officers or a board of directors elected by the chapter members; and
5. The chapter shall furnish all records and reports requested by the association's Service Center of Excellence, including regular reports on the financial condition of the chapter, minutes of all meetings of the chapter Board of Directors, meeting notices, etc. All subsequent changes in the chapter bylaws must be approved by the association's Board of Directors.

Section 5.
Formation Requirements

1. The names of a minimum of 25 association members who are eligible for membership under the proposed chapter bylaws.
2. The names, addresses, email addresses and telephone numbers of the members who will serve as temporary officers of the chapter; and
3. A complete set of proposed bylaws.

Section 6.
Recertification
Each chapter shall submit a request for recertification to the association's Service Center of Excellence each year by the date established by the association's Service Center of Excellence. The request shall include such information as required by policies and procedures adopted by the association's Board of Directors. The association's Board of Directors shall review the request for recertification and approve or deny the request based upon the professional activity of the chapter and its officers. The Board may grant conditional recertification upon such terms and conditions as the Board deems appropriate.

Section 7.
Suspension and Termination
For failure:

1. To obtain recertification;
2. To meet financial obligations or;
3. To conduct itself according to the association's Conse Bylaws or policies and procedures adopted by the association's Board of Directors, a chapter may be suspended by the association's Executive Committee or terminated by the association's Board of Directors. Suspension shall result in
   1. The immediate cessation by the chapter of all activity except such activity as is necessary to maintain the solvent existence of the chapter; and
   2. Suspension of remittance of dues attributable to the chapter by the association's Service Center of Excellence.

If the chapter is suspended, the association's Board shall consider chapter termination at its next meeting. The association's Board may reverse a suspension by the association's Executive Committee. If the association's Board determines that the circumstances listed in this section exist, it may terminate the chapter and revoke its charter or choose to continue to recognize the chapter as an active component upon such terms and conditions as the association's Board deems appropriate.

Section 8.
Dissolution
In the event that the Board terminates a chapter or a chapter votes to dissolve voluntarily, the chapter shall immediately return its charter to the association's Service Center of Excellence. The chapter then shall take all action necessary to dissolve. If the chapter is unable to dissolve and liquidate its assets, the association's President and Chief Executive Officer or designee shall be deemed the chapter's representative and may perform all acts useful and necessary for the dissolution of the chapter and the liquidation of its assets. Any properties, funds or moneys, securities or other assets remaining in the treasury of, or held to the account of, or otherwise belonging to the chapter shall be disposed of as follows:

1. All liabilities and obligations of the chapter shall be paid and discharged or adequate provision shall be made by the members of the chapter to do so; and
2. All remaining assets held by the chapter shall be transferred or conveyed, without obligation or restriction, to the association to be used in whatever manner the association's President and Chief Executive Officer and Board shall deem appropriate.

Section 9.
Student Chapters
Student chapters may be established at accredited universities and colleges which have a facility management or related field of study. To become an association student chapter, the organizers of the proposed student chapter must submit and the association's Board of Directors must approve:

1. A petition for recognition as an association student chapter with the signatures, printed names, addresses, e-mail addresses, and telephone numbers of a minimum of five students at the institution, each one of whom shall have expressed the intention of pursuing the profession of facility management or an affiliated profession; and
   A complete set of proposed bylaws, with the minimum contents prescribed in Section 4.
2. Upon approval of a student chapter, the association's Board shall grant the student chapter a charter in compliance with adopted policies and procedures. The association's Service Center of Excellence shall supply to each student chapter such funds as determined by policies and procedures adopted by the Board of Directors. To the extent not otherwise provided for in the Constitution or these Bylaws, those provisions of this Article applicable to chapters shall apply to student chapters.