BYLAWS OF THE

ARTICLE I: NAME AND OFFICES

Section 1. Name. The name of this Association shall be the International Furnishings and Design Association, Inc. (the “Association”), a nonprofit organization incorporated in the State of Texas.

Section 2. Principal Office. The Association may locate the principal office and have such other offices where the Board of Directors in its discretion may determine or as the affairs of the Association may require.

ARTICLE II: OBJECTIVES

Section 1. Objectives. The purposes for which the Association is organized are:

(a) To promote educational and professional interchange among executives engaged in furnishings and design and related fields;
(b) To provide opportunity for and to encourage the exchange of experience and opinions through meetings, discussion, study and publications
(c) To disseminate information to the consumer and industry;
(d) To promote and inspire interest in furnishings and design so that those engaged in the field may better equip themselves for serving the industry and the public at large;
(e) To develop and encourage the practice of high standards of personal and professional conduct among executives in the furnishings and design and related fields; and
(f) To foster cooperation and discussion among divergent segments in the furnishings and design field to accomplish mutually beneficial objectives.

ARTICLE III: MEMBERSHIP

Section 1. Categories of Membership:

(a) Professional Members: Individuals active in, or affiliated with, the furnishings and design industry and who support the objectives of the Association are eligible for Professional Membership in the Association.  The Board, in its discretion, may establish categories of Professional Memberships with policies delineating their respective voting rights, privileges and dues.
(b) Student Members: Individuals who are currently enrolled and continue to be enrolled in an undergraduate or graduate program or a recognized certificate program in a field related to the design and furnishings industry and not currently working full-time in the design and furnishings field are eligible for Student Membership in the Association. The Board, in its discretion, may establish policies delineating the rights, privileges and dues of Student Members, however, Student Members shall not be eligible to vote or to hold office in the Association. A Student Member shall be eligible for Associate membership upon graduation or completion of a recognized certificate program if the student meets the criteria for Associate Membership as outlined in Article III, Section 1(c).
(c) Associate Member: open to any member under the age of 30 years old.  Associate members retain a voting membership with full membership privileges and may serve in any capacity on the Association International Board or Chapter Board level.
(d) Retired Members: Any member in good standing for five years and who has retired from active business in the furnishings and design related fields may, upon written request to the Executive Office, change their status to that of “retired.” Retired members retain a voting membership with full membership privileges. They are eligible to serve on the International Board and on Chapter Boards.
(e) Honorary Members: Any individual member who has received the IFDA Honorary Recognition Award or Trailblazer Award, Honorary members have voting privileges.
(f) Emeritus Member: Any member in good standing for the fifty (50) preceding years will be granted status as an “Emeritus Member”. Emeritus Members will no longer be required to pay membership dues. Emeritus Members retain a voting membership with full membership privileges and are eligible to serve on the International Board and on Chapter Boards.

Section 2. Chapter Affiliations:

(a) Except as noted below, all membership categories shall include affiliation with a chapter of the Association. Chapter affiliation will be assigned based on geographic proximity, however, upon request; a member may affiliate with any chapter.
(b) Virtual Chapter Member. Those members located in areas not geographically near any current chapter of the Association may apply for membership in a virtual chapter and are subject to the criteria set forth in Section 1.
(c) International Virtual Chapter Member.  Members residing outside the United States shall have the option of affiliating with a chapter or may be an International Virtual Chapter Member.

Section 3. Reinstatement: A Professional or Retired Member whose membership has lapsed may be reinstated upon payment of established dues and fees for the current year.

Section 4. Resignation: Any member may resign by filing a written resignation with the principal office of the Association and no portion of dues are refundable.

Section 5. Code of Ethics: In the case of a violation, the following shall begin at the Chapter level. The Chapter President will act as Chair of an ethics review committee and will appoint four members of the chapter, one of whom is a past president, to serve on the committee. The committee will be in charge of reviewing the facts of the violation, will communicate with the member in violation, and will recommend sanctions if needed, after reporting to International. An Ethics Committee at the International level, made up of the International Executive Committee with the President of the Association as Chair, will be available for review of any issues that have come before a Chapter Ethics Review Committee when requested. This International Committee will review the process followed and the facts before it, and can uphold, change or dismiss, and/or suggest alternative sanction to the Chapter involved.

ARTICLE IV: CHAPTERS

Section 1. Establishment: Chapters of the Association may be established by charter wherever the Board of Directors may approve, subject to such regulations as to membership, Association procedures and financial relationship with the Association as the Board of Directors, Bylaws or Rules & Procedures may prescribe. Requests to start a chapter should be sent in writing to the International office.  Once the charter documents are signed and submitted, the chapter is considered an Allied Chapter, as an observer without voting privileges on the Council of Presidents, until it has a total of 15 members, at which time they become a full chapter with voting rights.

Section 2. Re-Classification: Should an established Chapter fall below the minimum of fifteen (15) members the Board will notify the Chapter that it has been reclassified as an Allied Chapter with no voting privileges on the Council of Presidents. If the Chapter can achieve a combined total of fifteen (15) members it will be reinstated as a voting chapter.

Section 3. Decertification: Chapters of the Association wishing to decertify may only disband with written approval from the International Board of Directors, subject to such regulations as to Association procedures and financial relationship with the Association as the International Board of Directors, By-laws, or Rules and Procedures may prescribe. No Chapter may distribute its remaining funds without approval by the International Board of Directors, and at which time must be distributed to the IFDA Educational Foundation, or other educational or philanthropic 501c (3) organizations of the Chapter’s choosing. Any members so affected will have the option of joining another chapter or becoming  Virtual Chapter Members. Charters of chapters may be revoked at any time in such manner and after such investigation as the Board of Directors may deem necessary.

Section 4. Governance: Chapters shall be governed by these Bylaws, Rules & Procedures, and Annual Letter of Agreement, as well as Chapter Bylaws, which must have been approved by the International Board of Directors.  All Board meetings will be conducted according to Roberts Rules of Order.

Section 5. Association Policies: The policies of the International Furnishings and Design Association on all matters of general interest to the industry shall be binding on all chapters. No chapter shall use the name of the International Furnishings and Design Association to oppose such policies. Chapters using the name or logo of the International Furnishings and Design Association in any manner must also include the chapter name.

ARTICLE V: BOARD OF DIRECTORS

Section 1. Number of Members; Qualifications; Election. The business affairs, property, annual budget, and funds of the Association shall be managed and controlled by the Board of Directors (the “Board”) except where otherwise provided in these bylaws. The Board shall consist of eight (8) Professional Members in good standing. The Board shall be elected by the membership as follows: Five (5) Directors, who shall serve three (3) year terms; the President, President-elect, and Treasurer. The Secretary shall be appointed by the Board, from among the Director members elected to the Board. The Immediate Past President, and Treasurer-elect of the Association and the Chairperson of the Board of Trustees of the IFDA Educational Foundation shall be member ex officio of the Board without voting privileges.

Section 2. Staggered Three-Year Terms.   The membership of the Association shall have an Annual Election to elect Directors for a three-year term when a vacancy occurs for a Director. Some years may require electing additional Directors, in the case that there had been a vacated position (refer to Article 5). The membership shall also bi-annually elect a President-elect and Treasurer-elect to the Association.

Section 3. Maximum Representation on the Board. No chapter shall have in excess of twenty-five percent (25%) representation on the Board.

Section 4. Commencement of Terms of Office. Terms of office of all regularly elected Directors and Officers shall commence on the first day of the fiscal year following their respective election.

Section 5. Vacancies of Directors having more than one year remaining to serve. In the case of death, resignation or disability of a Director having more than one year remaining to serve, an additional Director shall be elected to fill the unexpired term of such Director at the next Annual Election of the Association.  (Refer to Article V, Section 17 for Interim Officer Vacancies.)

Section 6. Regular Meetings.  Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may designate, from time to time (and in the absence of such designation, at the principal office of the Association). One Regular meeting (the “Annual Meeting”) shall be held for the purpose of electing officers and transacting such other business as may properly come before the meeting.

Section 7. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the whole membership of the Board.

Section 8. Notice. Notice of the time and place of Regular and Special meetings shall be communicated to each Director either by regular mail, e-mail, facsimile or other written communication delivered to the address of such Director as it appears in the records of the Association, at least ten (10) days before the meeting or as provided elsewhere (refer to Article XV, Section1.). Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or any waiver of notice of such meeting. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless the Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 9. Waiver of Notice. Notice of any meeting may be waived, and any action may be taken by the Board (or by any committee designated thereby) without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by a majority of the Directors (or members of the committee, as the case may be).

Section 10. Conduct of Meetings. The President shall preside over meetings of the Board as Chairperson. In the absence of the President, the meeting shall be presided over by the President-elect. The Secretary of the Association shall act as secretary of such meetings. In the absence of the Secretary, the Chairperson shall appoint a secretary of the meeting. All meetings will be conducted by Roberts Rules of Order.

Section 11. Procedure at Meetings.  The procedure and method of voting shall be determined by the Chairperson.

Section 12. Participation by Telephone Conference. Members of the Board of Directors (or any committee designated thereby) may participate in a meeting of the Board (or members of the committee, as the case may be) by means of a telephone conference or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. When a meeting is so conducted, a written record shall be made of the action taken at such meeting.

Section 13. Quorum. A quorum at any meeting of the Board of Directors shall be a majority of the number of Directors fixed by these Bylaws.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors having voting privileges. (See Article XV — AMENDMENTS regarding requirements for amendment of these Bylaws.)

Section 14. Election of Officers. Except for the President-elect and Treasurer-elect which are elected by the membership, the Board shall elect all Officers of the Association.

Section 15. Standing Committees. The Board, in its discretion, may establish one or more Standing Committees such as the Membership Committee, which committees shall exercise such powers and authority as the Board may delegate. A Board member shall act as chairperson.

Section 16. Other  Committees. The Board, in its discretion, may establish such  other   committee  or committees to perform such functions as the Board may from time to time designate. The President shall appoint chairpersons of such committees with the approval of the Board.

Section 17. Interim Officer Vacancies.  Any officer vacancy occurring in the Board in the middle of a term for any cause shall be filled by action of majority of the entire Board. A Member elected by the Board to fill an officer vacancy shall be elected to hold office only until the next Annual Election of the Association or until a successor is elected and qualified.

Section 18. Directors Eligible to serve as Officers.  The election of a Director to a post of Officer of the Association, except President-elect, shall not and may not serve to vacate such directorship.

Section 19. Members attending Regular or Special meetings of the Board. Any Member of the Association may attend Regular or Special meetings of the Board but shall not have voting privileges. The President shall be notified in advance of such intention to attend and in writing of any matters that the Member may wish to submit for the consideration of the Board.

ARTICLE VI: Conflict of Interest

Section 1. The Executive Board shall adopt a Conflict of Interest Policy:

(a). To protect IFDA when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an International Board Member, Chapter Board Member, Member or Employee.
(b). Intended to supplement but not replace any applicable state laws governing conflict of interest.

Section 2. An interested person is:

(a). Any international Board Member, Chapter Board Member, Member or Employee, who has a direct or indirect Financial Interest as defined in b;
(b). Any person who has, directly or indirectly, through business, investment or family:

1. An ownership or investment interest in any entity with which IFDA has or is negotiating a transaction or
2. A compensation arrangement with IFDA or with any entity or individual with which the IFDA has or is negotiating a transaction or arrangement;
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with IFDA has or is negotiating a transaction or

(c). One who has been determined by the Board as having a conflict of interest.

Section 3. Violation of the Conflict of Interest Policy

(a). International Board Members, Chapter Board Members, Members or Employees are obligated to disclose actual or possible conflict of interest to their Board immediately upon becoming aware of same.
(b). Failure to disclose to their Board a known Financial Interest or a known potential Related Party Transaction may be grounds for disciplinary action. In the case of a Board Member, such disciplinary action may include removal form the Board. In the case of an Employee, such disciplinary action, include discharge, should be determined by the Executive Board.

ARTICLE VII: OFFICERS

Section 1. Officers. The Officers of the Association shall be the President, the President-elect, Treasurer, and Secretary. (Refer to Article V, Section 14.) The Officers of the Association shall be responsible to make fiduciary decisions that have long-term effects on the budget at either the Chapter or National level. The President and Treasurer shall approve written contracts for expenses up to $5,000 on behalf of the Association. The Board shall vote on any contracts in excess of $5,000. The officers of the Association shall be responsible for evaluating the performance of the Executive Director of the Association and facilitating communication between the Executive Director, the professional staff, the Board, the Council of Presidents, and the Membership of the Association.

Section 2. The President

(a) The President shall be a Professional, Associate, or Retired Member of the Association who shall succeed to the office automatically to serve a term of two year upon completing the one-year term of President-elect or as otherwise provided in these Bylaws.
(b) The President shall be a member of and preside at the meetings of the Board of Directors, the Council of Presidents, and shall be ex officio a member of all committees, except the Nominating Committee.
(c) The President shall be ex officio a member of the Board of Trustees of the IFDA Educational Foundation (the “Foundation”) without voting privileges.
(d) The President shall be responsible for the routine management of the Association and shall authorize the disbursement of funds as approved by the Board.
(e) The President shall approve the signing of all written contracts on behalf of the Association.
(f) The President shall be responsible for evaluating the performance of the Executive Director of the Association and facilitating communication between the Executive Director, the professional staff, the Board and membership of the Association.
(g) The President shall appoint committee chairpersons with the approval of the Board.
(h) The President shall perform such other duties as are necessarily incident to the office of the Presidency or as may be from time to time prescribed by the Board.
(i) In the case of death or resignation of the President, the President-elect shall automatically assume the office and complete the unexpired term. In the case of disability of the President, the Board shall call a special meeting, as provided in these Bylaws, at which time a two-thirds majority of the whole Board may appoint the President- elect to complete the unexpired term of the President.

Section 3. The President-elect

(a)The President-elect shall be a Professional, Associate, or Retired Member who has previously served as a Chapter President, elected for a term of one year and shall automatically succeed to the office of the President for a two-year term upon completion of the one-year term as President-elect or as otherwise provided in these Bylaws.
(b) The President-elect shall be a member of the Board and Council of Presidents and preside as Chairperson in the absence of the President.
(c) The President-elect shall be Chairperson of the Nominating Committee.
(d) The President-elect shall perform such other duties as may be prescribed by the Board and the President.
(e) The President-elect shall be ex-officio member of the IFDA Educational Foundation Nominating Committee.

Section 5. The Treasurer

(a) The Treasurer shall be a Professional, Associate, or Retired Member, who shall succeed to office automatically to serve a term of two year upon completing the one-year term of Treasurer-elect.
(b) The Treasurer’s duties shall include the preparation of and submission to the Board of a proposed operating and capital budget for each fiscal year and the limiting of expenditures to the amounts in the budget approved by the Board.
(c) The Treasurer shall have the responsibility of overseeing the activities of the Executive Director and professional staff with respect to collections of funds as well as disbursements authorized by the President and approved by the Board.
(d) The Treasurer shall be responsible for the proper record keeping of the accounts of the Association and report thereon at each meeting of the Board and annually to the Council of Presidents. The Treasurer’s Annual Report shall be audited by a Certified Public Accountant appointed by the Board.
(e)The Treasurer shall provide financial information to the Board monthly and to the Members of the Council-of-Presidents quarterly.
(f) The Treasurer shall also be responsible for the execution of such orders and duties as may from time to time be prescribed by the Board and the President.
(g) The Treasurer shall call quarterly meeting of the Finance Committee to review the association’s financial position. This committee shall consist of the Treasurer, Treasurer-elect, Immediate Past Treasurer, President, President-elect and one Chapter President who shall be appointed by a majority vote of the Council of Presidents.

Section 6. The Secretary

(a) The Board shall appoint from among its members the Secretary. The term of office of the Secretary shall be determined by the Board in its discretion and may be for any period not to exceed three years. This limitation shall apply to the duration of any one term; there shall, however, be no limitation on the number of terms or successive terms a Member of the Association may serve as Secretary.
(b) The Secretary shall be responsible for the proper record keeping of the Association, give notice of, attend, keep and distribute minutes of all meetings of the Association, the Board, and the Council of Presidents.
(c) The Secretary shall be responsible for the timely preparation of the ballot for the Annual Election, as well as the sending, receipt, and supervising the professional staff in the tallying of such ballots.
The Secretary shall also be responsible for the execution of such orders and duties as may from time to time be prescribed by the Board and the President.

Section 7. Treasurer-elect

(a)The Treasurer-elect shall be a Professional, Associate, or Retired member, elected for a term of one year and shall automatically succeed to the office of Treasurer for a two-year term upon the completion of the one-year term as Treasurer- elect. The Treasurer-elect is a non-voting, ex-officio position on the Board and is not considered an Officer.
(b) The Treasurer-elect shall represent the Treasurer in the absence of the Treasurer at Board Meetings.
(c)The Treasurer-elect shall perform such other duties as may be proscribed by the Treasurer the Board.

 Section 8. Immediate Past President

(a)The Immediate Past President is a non-voting ex-officio member of the Board and is not considered an officer for the term of one year.
(b) The Immediate Past President of IFDA shall be an ex-officio member of the IFDA Educational Foundation Nominating Committee.

 Section 9. Immediate Past Treasurer

(a) The Immediate Past Treasurer is a non-voting ex-officio member of the Board and is not considered an Officer for the term of one year.
(b) The Immediate Past Treasurer shall serve in an advisory role to the current Treasurer and shall serve as a voting member of the Finance Committee.

ARTICLE VIII: NOMINATION AND ELECTION OF PRESIDENT-ELECT, TREASURER-ELECT AND DIRECTORS

Section 1. Appointment of Nominating Committee. The President shall appoint a Nominating Committee consisting of the President-elect, the IFDA Educational Foundation Advisor and at least three members of the Council of Presidents. In the event there is no President-elect (occurs every two years) the President would appoint a Director to the Nominating Committee. In selecting Members of the Council of Presidents to the Nominating Committee, the President shall seek to achieve representation reflecting the regional and professional diversity of the Association. The President of any chapter representing in excess of twenty per cent (20%) of the Professional and Associate Members of the Association shall have the right to be appointed automatically by the President to the Nominating Committee. The President-elect or Director shall serve as the non-voting Chairperson. In case of a tie, the President-Elect or appointed Director shall cast the deciding vote. It shall be the duty of the Nominating Committee to submit to the President by 1 October nominations sufficient in number to fill all prospective vacancies for Directors, Treasurer-elect and President-elect. Nominations by petition signed by at least a combined total of fifty (50) Professional and Associate Members in good standing must be submitted to the Nominating Committee not later than 1 September for inclusion on the ballot.

Section 2. Election for prospective vacant offices. Election for all prospective vacant offices shall be by ballot to the Professional and Associate Members on which the names of the candidates for each office shall be arranged alphabetically, without notation as to method of nomination. All ballots to be counted must be received by the Secretary not later than midnight of the date stipulated on the ballot.

Section 3. Vacancies filled in order of votes received; the votes. Vacancies on the Board of Directors shall be filled from among the candidates nominated and voted upon, in order of the quantity of votes received; the candidate receiving the largest vote being elected to the first vacancy, the candidate receiving the next largest vote being elected to the second vacancy, etc., until all such vacancies have been filled. A tie vote shall be decided by lot drawn by a Professional Member designated by the Board.

ARTICLE IX: VOTING

Section 1. Ballots. Each Professional and Associate Member in good standing shall be entitled to one vote for each prospective vacancy of Director on the Board and for one candidate for President-elect, and shall be sent by mail or verifiable email, a ballot for the Annual Election and for any proposition submitted to the membership. Ballots shall be delivered to the address of each Professional and Associate Member in good standing as it appears in the records of the Association.

Section 2. Propositions submitted to full membership. The Board may submit to a vote of the full membership such propositions as it may deem appropriate, and must submit within a reasonable time any proposition proposed to the Board by a Member in writing and having the signed endorsement of a combined total of fifty (50) other Professional and Associate Members in good standing, unless three-fourths of the whole membership of the Board voting within sixty days following receipt of such petition shall deem such action inappropriate.

Section 3. Simple majority required for propositions submitted to Members. Any proposition submitted to the Members of the Association for vote, except where otherwise provided, shall be declared carried if a majority of the members with full voting rights of the Association actually voting vote in the affirmative.

Section 4. Expiration of Ballots. In submitting a ballot and/or a proposition to the Professional and Associate Members of the Association for a vote, the Board shall state the date by which the vote must be received in order to be counted. Such date shall be not less than thirty (30) days after the date the ballot and/or proposition was emailed or placed in the mail.

ARTICLE X: COUNCIL-OF-PRESIDENTS

Section 1. Membership. The Council-of-Presidents (the “Council”) shall consist of the President, President- elect, and Immediate Past President of the Association and the Presidents of each Chapter of the Association. The immediate Past President of the Association and the President of the Board of Trustees of the IFDA Educational Foundation shall be ex officio a member of the Council of Presidents without voting privileges.

Section 2. Mission. The Council shall serve to advise the Board of Directors on all matters of general interest and concern to the membership and shall approve all matters of policy directly affecting the Chapters. The Council of Presidents shall approve the National Association’s budget. The Council of Presidents will also function to enhance communications and networking between chapters of the Association.

Section 3. Nominating Committee. At least three members of the Council shall be appointed annually by the President to serve on the Nominating Committee.

Section 4. Meetings. Regular meetings of the Council shall be held at such time and place as the National President may designate. There shall be at least four meetings of the Council annually. Notice of the time and place of Regular meetings shall be communicated to each Chapter President at least thirty (30) days before the meeting. Chapter Presidents must appoint an alternate representative of the Chapter to attend Regular meetings of the Council when they are unable to attend.

Section 5. Quorum: At any meeting of the Council of Presidents, no less than two-thirds of the presidents or their representatives shall constitute a quorum for voting purposes.

Section 6. Voting: In all meetings of the Council of Presidents each chapter shall have one vote for its first 15-50 members or any part thereof, and one additional vote for every additional 50 members or any part thereof. The voting strength of each chapter shall be determined by its membership recorded at the IFDA Executive Offices thirty (30) days prior to said meeting. In order that any vote of the Council be official, at least one-third of the individual chapters must be represented in the majority vote. In case of a tie, the President shall cast the deciding vote. An email vote of the Council may be taken at the request of the President, without a meeting of the Council, on any question which may be submitted to the Council by the President in writing. The voting shall close two (2) weeks after the date on which the question is sent to the members of the Council. If a quorum shall vote on any question so submitted, the vote shall be counted.

ARTICLE XI: EXECUTIVE DIRECTOR AND STAFF

Section 1. Executive Director.  The Board shall employ an individual directly or approve the appointment of an employee of a management services organization with which it enters a contract to procure management and administrative services as salaried staff head who shall have the title of Executive Director. The Board shall determine the terms and conditions of employment.

Section 2. Authority and Responsibility. The Executive Director shall be the chief paid executive of the Association, responsible for all management functions and financial activities of the Association. The Executive Director shall manage and direct all activities of the Association as prescribed by the President and the Board and shall be responsible to the Board. The Executive Director shall employ and may terminate the employment of members of the staff and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Association.

ARTICLE XII: FINANCE

Section 1. Fiscal Period. The fiscal year of the Association shall begin on January 1 and end on December 31.

ARTICLE XIII: DUES

Section 1. Annual Dues.  Dues shall be amended or changed by a majority vote of the Board of Directors, upon review of recommendations from the Council of Presidents.

Section 2. Rebates. Rebates to chapters shall be amended or changed by 2/3 votes of the chapters as per the voting policy in Article IX, Section 6.

ARTICLE XIV: INDEMNIFICATION

Section 1. The Association shall indemnify its Officers, Directors and Staff against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are made a party by reason of being an Officer, Director, or Staff member, except in relation to matters as to which they shall be judged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty. The Association may purchase and maintain insurance on behalf of the Officers, Directors and Staff against any liability asserted against them and incurred by them arising out of their capacity as Officers, Directors and Staff.

ARTICLE XV: AMENDMENTS

Section 1. These Bylaws may be amended, altered or repealed by vote of two-thirds of the Council of Presidents as per the voting policy in Article X section 6 at any Regular or Special meeting thereof or by two- thirds of the votes cast by the Professional Members of the Association who have been notified as provided in ARTICLE VIII, Section 2., except as, and to the extent that, the members may prescribe that the Bylaws, or any specified By-Law, shall not be altered, amended or repealed by the Council of Presidents. Proposals to amend these Bylaws must be in writing and submitted to the Secretary in sufficient time to be included in the notice for Regular and Special meetings of the Council of Presidents as provided in Article IX, Section 4. Notice for Regular and Special meetings of the Council of Presidents at which proposals for amendments to the Bylaws are to be considered shall be communicated (as provided for in Article IX, Section 4.) to the Board and the Council-of-Presidents at least thirty (30) days before the meeting.

Section 2. Amendments to the IFDA Educational Foundation By-Laws shall be reviewed and approved by the IFDA Board of Directors prior to their becoming effective.

ARTICLE XVI: NOMINATION AND ELECTION OF IFDA EDUCATIONAL FOUNDATION BOARD OF TRUSTEES.

Section 1. The IFDA Board of Directors shall approve the nominations of the IFDA Educational Foundation Board of Trustees to fill vacancies on the IFDA Educational Foundation Board of Trustees.

Bylaws last amended: December 21, 2021