Bylaws of Turnaround Management Association

Article I: Purposes and Powers

The purposes for which this Association is organized are:

To cultivate and promote the corporate renewal and change management profession; to encourage, foster and promote the interests of those having a common interest in the commerce, business, trade, or profession of turnaround management; to eliminate and reform abuses in such areas; to obtain and distribute reliable information as to the reputation and standing of the professionals practicing in such areas; to stimulate, encourage and promote cooperation and friendly exchange among its Members and others; to establish an environment and create opportunities for corporate managers, turnaround consultants and managers, accountants, appraisers, attorneys, lenders, financial advisors, other service providers and representatives from government and academic institutions to associate for educational, networking and business meetings focused on the corporate renewal and change management profession; to acquaint and inform the business community and the general public as to its objectives; to act as research counselors and consultants particularly to those engaged in corporate renewal and change management, all of the same to be done without profit to the Association and for the mutual benefit of its Members;

To promote higher standards and better methods in corporate renewal and change management; to promote the interests of the business community by educating the public about the corporate renewal and change management profession; to promote integrity within the turnaround management industry; to publish and distribute trade publications for the benefit of the industry and the general business community; to encourage the use of the services of turnaround management within the general business community; to encourage the fostering of academic research and development of the field; to provide such civic, commercial, industrial and social features as will promote these purposes; to sponsor a specialist certification program to further these purposes that shall establish objective standards for the certification of turnaround and other eligible corporate renewal professionals. The Association is not organized for and will not engage in any purpose other than those allowed under Section 501(c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

Article II: Membership

Section 1. Classes, Qualifications and Rights of Members. The Association shall have three classes of Members. Only individuals can join as Members; firms and companies are not permitted to join as Members. The classes of Members are as follows:

A. Active. Individuals who are accountants, appraisers, attorneys, consultants, financial advisors, turnaround managers and others who are currently engaged directly in practice or specialization in the corporate renewal, change management and turnaround profession and individuals who are members of related service and financial industries not principally engaged directly in the practice or specialization in the corporate renewal, change management and turnaround profession.

B. Academic/Government. Individuals employed by an academic institution, who are engaged primarily in the academic profession, deriving their income from such employment, who participate or contribute to the corporate renewal, change management and turnaround profession through their teaching, writing, research or other professional activities and individuals who are in the employ of a federal, state or local governmental agency or who are members of a legislative or judicial body, and in regard to both academics and government employees neither shall be engaged directly in the practice of corporate renewal, change management or turnaround profession for their income, other than as described above.

C. Student. Individuals who are attending a college or university full time and who are insterested in pursuing studies related to the profession and not currently engaged directly in practice or specialization in the corporate renewal, change management and turnaround profession.

Section 2. Good Standing; Privileges of Membership.

A. Good Standing. A Member who has paid all dues and other indebtedness to the Association within the time required and is in compliance with the By-Laws shall be considered to be in good standing with the Association.

B. Privileges of Membership. A Member in good standing shall be entitled to all rights and privileges of membership and shall be entitled to receive the services and benefits provided by the Association and to participate in its activities including serving on its Board of Directors and Committees. Members not in good standing shall not have any of the rights or privileges of membership.

C. Procedures for Admission. Each application for membership shall be in writing on a form provided by the Executive Director and shall set forth in reasonable detail the information therein required to be provided.

D. Resignation and Expulsion. Any Member may resign at any time by submitting a written resignation to the Executive Director and paying whatever indebtedness may be owing to the Association. No resigning Member shall receive any proration or other refund of previously assessed and payable dues or other obligations. Upon the recommendation of the Executive Committee, any Member may be expelled, suspended or otherwise disciplined by a vote of two-thirds of the Executive Committee (i) for conduct violative of any standards of conduct adopted by the Executive Committee or the Board, or (ii) for conduct discreditable to the Association. The Executive Director or Secretary shall, at least ten days prior to the date the Executive Committee is to vote on any disciplinary action against a Member, mail to the Member’s last known mailing address, a written notice advising the Member that the Executive Committee is considering disciplinary action against him or her, including (a) a detailed description of the Member conduct at issue, (b) the time and place the Executive Committee will vote on the matter, (c) the Member’s right to be heard at such time and place before the Executive Committee’s vote, and (d) the Member’s right to be represented by counsel. An expelled, suspended or otherwise disciplined Member shall remain liable for all obligations to the Association existing at the time of the expulsion, suspension or other disciplinary action, and shall not receive any refund of previously assessed and payable dues or other obligations. The grounds for expulsion of a member may be considered in any proceeding for readmission to membership.

Section 3. Membership Meetings.

A. Annual Convention. The regular annual meeting of Members shall be referred to as the "Annual Convention," and shall be held at such time and place as the Executive Committee may designate, whether within or without the State of Illinois. If the Executive Committee fails or refuses to designate a time or place for the Annual Convention, or if the Annual Convention for any reason does not take place at the time or place designated by the Executive Committee, the Members may call a special annual meeting pursuant to the terms of Article II, Section 3B, and the special annual meeting shall be treated for all purposes as the regular annual meeting of Members.

B. Special Meetings. A majority of the Board, or the number of Members which is equal to one-tenth of the total number of Members, may call a special meeting of Members, and shall designate any reasonable time and place for the meeting, whether within or without the State of Illinois.

C. Notice of Member Meetings. The Executive Director shall provide all Members with written notice of the Annual Convention or any Special Meeting, including the time and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, no less than five nor more than sixty days prior to the meeting.

Section 4. Voting of Members. Members shall have the following voting rights:

A. To participate in a Special Election of Directors as provided in Section 3 of Article III;

B. To amend these By-Laws; and

C. To approve new or amend current membership classifications and membership dues.

Members may vote in person or by proxy executed in writing by the Members or by their duly authorized attorney-in-fact. No proxy is valid after two months from the date of its execution.

Section 5. Quorum. Members holding ten percent of the votes entitled to be cast represented in person or by proxy constitute a quorum. The vote of a majority of the votes entitled to be cast by Members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted upon by the Members.

Section 6. Member Compensation. The Association may enter into one or more transactions with a Member, a parent, spouse or child of a Member, the parent, spouse or child or any such person (a "Member’s Relative"), an entity in which a Member or a Member Relative has a material financial interest, or in which a Member or a Member Relative is an officer, director, general or limited partner, member or manager (a "Member Related Party"), to provide goods or services to the Association, only upon (a) the Member’s written disclosure of the material facts of the prospective transaction to the Board, (b) the Member’s written disclosure of his or her relationship with the Member’s Relative or the Member Related Party, as the case may be, to the Board and (c) the majority vote of the Board not having an interest in the prospective transaction, after receiving all required disclosures and determining that the prospective transaction is fair to the Association.

Article III: Board

Section 1. Authority and Responsibility. The Association’s governing body is its Board of Directors (the "Board"), which shall have supervision, control and direction of the affairs of the Association, its committees and publications, shall determine its policies or changes therein, and shall adopt the Association’s annual fiscal program and budget. The Board shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as it deems advisable from time to time. The Board may, by a majority vote, delegate authority and responsibility to the Executive Committee; provided, however, that the Board may not delegate the right or power to purchase, sell or lease any real property, impose annual dues and special fees or assessments, elect officers or successors to any office which becomes vacant except by a vote of two-thirds of the Directors present at a meeting for which a quorum is present; and provided, further, however, that the Board may not delegate authority or responsibility to the Executive Committee, or any other committee or subcommittee, to the extent such delegation is prohibited under Section 108.40 of the Illinois Not For Profit Corporation Act, or other applicable law.

Section 2. Number, Term of Office and Qualifications. The Board shall consist of two classes: International Directors and Chapter Directors. The Board may increase or decrease the number of persons on the Board at any regular or special meeting; provided, however, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors need not be residents of Illinois. All voting Directors must be Members in good standing of the Association.

A. International Directors. The Board shall elect fifty International Directors. The Board shall seek to elect International Directors in such a manner as to cause the terms of approximately one-half of the International Directors to expire each year. In all cases, the Association’s President, Chair and Immediate Past Chair shall be International Directors, but in no case shall the penultimate past Chair be an International Director. The Executive Director shall also serve as a non-voting Director.

Each International Director shall be elected for a term of two years, provided that the Board may elect one or more International Directors to terms of one year so as to achieve the balance called for by the preceding paragraph. Regular elections for International Directors shall be conducted by the Board at its Annual Meeting. Each International Director shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation, or removal, and in the case of any International Director serving as President, Chair or Immediate Past President, such International Director shall continue in office as an International Director during the term of such service. Except as provided in the preceding sentence, no International Director shall be entitled to serve more than three successive terms; provided, however, the Board, on the recommendation of the Nominations Committee, may waive the foregoing term limitation in the case of an International Director who has provided exceptional service to the Association and has committed to continue such service for an additional term, and allow an International Director to serve a fourth successive term.

B. Chapter Directors. Except as provided for herein, the Chapter Director for a Chapter shall be the Chapter president. There shall be a minimum of thirty-seven and up to a maximum of forty-two Chapter Directors. If the president of a particular Chapter is an International Director at the time of such election, he or she may designate another member of the Chapter’s Board, and the Board of the Association shall elect such designee as a Chapter Director. In addition, if a Chapter President may not wish to serve or is unable to serve on the Board, he or she may designate another member of the Chapter’s Board, as outlined in the previous sentence. Each Chapter Director shall serve a one-year term, unless he or she sooner dies, resigns or is removed. At each Annual Meeting of the Board of Directors, the person who is then president of a Chapter shall be or shall designate the Chapter Director for such Chapter. Such president or designee shall be a Chapter Director for the one-year term then commencing and shall continue in office for the full term notwithstanding that such president’s term as president may terminate prior to the end of such one-year term, except in the event of his or her death, resignation, disqualification or removal. The Board shall endeavor to increase or decrease the number of Chapter Directors to be equal to the number of Chapters in each year.

C. Terms of Service. Service as a Chapter Director shall not be deemed to be service as an International Director for purposes of applying the term limitations set forth in Article III, Section 2A.

Section 3. Special Election of Directors. A special election of all of the members of the Board of Directors may be called by delivering written notice of the same signed by fifty percent of all of the Association’s Members to each Director, not less than ten days before such election is to be held. The Special Election of Directors shall be held at a duly called annual or special meeting of Members at which a quorum is present. All Members shall receive notice simultaneous with the general notice of the annual or special meeting (as the case may be) that a Special Election of Directors is to be held at the Members meeting. The Board of Directors shall be elected by a majority of the votes entitled to be cast by Members present or represented by proxy. In Special Director Elections, each Member shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of Directors to be elected or by distributing such votes on the same principle among a number of such candidates. If five percent of the Members so demand, election of Directors by Members shall be by ballot.

Section 4. Duties. Directors shall discharge the duties of their respective positions in good faith, and with the diligence and care which ordinarily prudent persons would exercise in similar circumstances in like positions. A Director may be removed from the Board for cause by a two-thirds vote of the other Directors voting at a regular or special meeting at which a quorum is present.

Section 5. Meetings of Directors.

A. Regular Meetings. The Board of Directors shall meet a minimum of three times each year. The regular annual meeting of the Board shall be held at the Annual Convention of Members, or at such other time and place as the Board may designate, whether within or without the State of Illinois. If the Board fails or refuses to designate a time or place for a regular annual meeting, the Executive Director or the Directors may call a special meeting pursuant to the terms of Article III, Section 5B, and the special meeting shall be treated for all purposes as the regular annual meeting of the Board. In addition, the Executive Committee of the Board may call such further regular meetings as it deems fit.

B. Special Meetings. A special meeting of the Board may be called by the Executive Director or by the number of Directors which is equal to one-third of the Directors then serving, and shall designate any reasonable time and place for the meeting, whether within or without the State of Illinois.

C. Notice of Meetings. The Executive Director or the Directors calling a special meeting shall provide all Directors with written notice of any meeting of the Board, including the time and place of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, no less than twenty days nor more than sixty days prior to the meeting thereto. Any Director may waive notice of any meeting, and the attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

D. Quorum. The quorum for the transaction of business (i) at a regular meeting of the Board shall be one-third of the number of Directors from time to time serving, plus one; and (ii) at a special meeting of the Board shall be one-half of the number of Directors from time to time serving, plus one. If fewer than a quorum of Directors is present at any meeting, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. No notice of any adjourned meeting need be given if the time and place fixed at the adjourned meeting do not exceed seven days in any one adjournment.

E. Voting. Except as otherwise expressly provided by statute or by the Articles of Incorporation or by these By-Laws, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board. Any Director who is present at a meeting of the Board at which action on any Association matter is taken shall be presumed to have assented to the action taken unless (i) the Director’s contrary vote is recorded or otherwise entered in the minutes of the meeting, (ii) the Director files a written dissent to the action with the Secretary of the meeting before its adjournment, (iii) the Director files a written dissent with the Executive Director within two days of the meeting’s adjournment. A Director may dissent from an action taken by any committee of the Board, but not thereafter formally considered by the Board, filing a written objection with the Executive Director with reasonable promptness after learning of the committee action.

F. Informal Action by Directors, Committees or Subcommittees. Action taken by the Directors or members of a Board or member committee or subcommittee without a meeting is nevertheless Board, committee or subcommittee action if: (1) the action in question is approved by a majority or such higher percentage of the Directors or members of the committee or subcommittee that would be required for such action at a regular meeting; (2) written consent to the action in question is signed by all the Directors or members of the committee or subcommittee; and (3) the consent is filed with the minutes of the proceedings of the Board, committee or subcommittee, whether done before or after the action so taken. Directors or members of a committee or subcommittee who do not attend a meeting of Directors or the committee or subcommittee which would have been valid but for a defect in the manner or timing of its call or notice shall be deemed to have ratified and approved all actions taken at such meeting, unless the Director or member of the committee or subcommittee, files a written dissent to the action with the Executive Director with reasonable promptness after learning of the acts taken at such meeting. A person participating in a Board or member committee or subcommittee meeting by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other shall be deemed present in person at such meeting. For purposes of this Section, a Director, committee member or subcommittee member shall be deemed to have signed a written consent to any action if he or she provides the Board, committee or subcommittee with any written or electronic manifestation of his or her consent to that action.

Section 6. Resignation of Directors. Any Director may resign at any time by giving notice thereof in writing to the Executive Director or Secretary. A Director’s resignation shall take effect at the time specified in the notice thereof, if any, otherwise upon its receipt by the Executive Director or Secretary; provided, however, if a Director’s resignation must be accepted before it is to become effective, the resignation shall take effect upon its acceptance by the Board.

Section 7. Vacancies. If a Directorship becomes vacant by reason of the death, resignation, disqualification of a Director, an increase in the number of Directors, or otherwise, the remaining Directors shall continue to act; and such vacancy may be filled by the vote of a majority of the remaining Directors at the next regular meeting of the Board, or at a special meeting called for the purpose of filling such vacancy, even though the majority of the remaining Directors would not otherwise be a quorum. The term of office of a Director chosen to fill a Directorship made vacant by the death, resignation or disqualification of a previous Director shall be the unexpired term of such previous Director.

Section 8. Compensation of Directors. Directors shall not receive any compensation for their services as such, although the Association may reimburse Directors who are Government or Academic Members for reasonable and necessary expenses incurred in connection with attending meetings of the Members, Board or any committee. In addition, the Association may enter into one or more transactions with a Director, a parent, spouse or child of a Director, the parent, spouse or child or any such person (a "Director’s Relative"), an entity in which a Director or a Director Relative has a material financial interest, or in which a Director or a Director’s Relative is an officer, director, general or limited partner, member or manager (a "Director’s Related Party"), to provide goods or services to the Association, only upon (a) the Director’s written disclosure of the material facts of the prospective transaction to the Board, (b) the Director’s written disclosure of his or her relationship with the Director’s Relative or the Director Related Party, as the case may be, to the Board and (c) the majority vote of the Board not having an interest in the prospective transaction, after receiving all required disclosures and determining that the prospective transaction is fair to the Association.

Article IV: Executive Committee

Section 1. Size and Constitution. The Executive Committee shall consist of no more than twenty-two voting members, and one non-voting member, but in all cases including the following Association officers:

Chair
President
Vice President-Education
Vice President-Conferences
Vice President-Finance
Vice President-Membership
Vice President-Public Affairs
Vice President-Chapter Relations
Vice President- University Relations
Vice President- International Relations
Vice President-Certification
Secretary
Immediate Past Chair
The Chairs of the Strategic Planning Committee, Audit Committee, Finance Committee, Chapter Resource and Response Committee, and Chapter Presidents’ Council.

In addition, the Board may elect up to four at large members at the Board’s annual meeting. The Executive Director shall also serve as a non-voting member of the Executive Committee. All voting members of the Executive Committee shall be Directors of the Association.

Section 2. Authority and Responsibility. Except as otherwise expressly provided by these By-Laws, the business and affairs of the Association shall be managed and controlled by the Executive Committee. The Executive Committee may also act in place or instead of the Board between board meetings on all matters, except those specifically reserved to the Board by these By-Laws, pursuant to delegation of authority to the Executive Committee by the Board. Each year, the Executive Committee shall review the Association’s draft annual fiscal program and budget, as received from the Treasurer/Vice President-Finance, and, if it approves them, shall refer them to the Board for approval. Written minutes of meetings of the Executive Committee shall be provided to each Director in the same manner as any other notice required under these By-Laws.

Section 3. Vacancies. Any vacancy occurring on the Executive Committee shall be filled for the balance of the unexpired term by the Board at any regular or special meeting.

Section 4. Meetings and Quorum. The Executive Committee shall endeavor to meet six or more times in each year, and shall endeavor that at least two of these meetings be in person or by conference call. Regular meetings of the Executive Committee shall be held at such time and place as designated by the President or any three members of the Executive Committee; provided, the Executive Committee shall meet at least in January and August of each year and at the Spring Meeting and Annual Convention of Members, or such substantially similar events the Association may conduct. The Executive Committee shall endeavor to schedule at least one meeting to be held in conjunction with local events of Association Chapters.

The quorum for the transaction of business at any meeting of the Executive Committee shall be one-half the number of members of the Executive Committee from time to time serving, plus one. If fewer than a quorum of the members of the Executive Committee is present at any meeting, a majority of the members of the Executive Committee present may adjourn the meeting from time to time until a quorum shall be present. No notice of any adjourned meeting need be given if the time and place fixed at the adjourned meeting does not exceed seven days in any one adjournment.

Article V: Committees

Section 1. Committees and Subcommittees. At the first meeting of the Executive Committee in each calendar year, the President shall present for the Executive Committee’s review and approval a roster of Board and Member committees and subcommittees, other than the Certification Oversight Committee, and the chairs he or she recommends for each such committee and subcommittee. At least one member of each Board or Member committee included on the roster shall be a Director, and a majority of each Board Committee included on the roster shall be Directors. The members of each Board or Member committee or subcommittee included on the roster shall serve one-year renewable terms. Board and member committees and subcommittees included on the roster shall have only advisory powers and be guided by their mission statements and other specific charges as prescribed by the Board. By resolution adopted by a majority of Directors present at a meeting at which a quorum is present, the Board may designate one or more additional Board or Member committees or task forces as deemed necessary.

Section 2. Board Committees. The Board may establish the following Board committees: (a) Executive; (b) Chapter Presidents’ Council; (c) Strategic Planning; (d) Audit; (e) Chapter Resource and Response; (f) Nominations; (g) Public Relations; and (h) Operations. Each Board committee shall meet at least once each year, and shall endeavor that such meeting be in person. Each Board committee shall also endeavor to set meetings at the same time and in the same location as other meetings of Members and Directors are scheduled. The chairs of the Board committees shall submit written progress and status reports to the Executive Committee on a regular basis, and as requested from time to time by the President or Executive Director.

Section 3. Chapter Presidents’ Council. The Chapter Presidents’ Council shall consist of all current Chapter presidents. Each year, the Chapter Presidents’ Council shall elect one of its members to serve as the Vice Chair of the Chapter Presidents’ Council for the following year. After one year, the Vice Chair shall automatically succeed to the position of Chair, and as a result shall serve as an International Director and a member of the Executive Committee during that following year. An individual may not serve as Chapter president while serving as Chair. To implement this process in the first year, the council shall elect both a Chair and a Vice Chair (language to expire after one year).

Section 4. Audit Committee. The Audit Committee shall consist of at least three Members of the Association, at least one of whom at any one time shall be a certified public accountant.

Section 5. Nominations Committee. The Board shall cause the Executive Committee to establish a Nominations Committee, to act under the jurisdiction of the Board. The Nominations Committee shall consist of five voting members, each of whom shall be a Director, but no more than two of whom shall be members of the Executive Committee, and two non-voting members, one of whom shall be the Immediate Past Chair, who shall be the chair of the Nominations Committee, and the other of whom shall be the Executive Director. Notwithstanding the foregoing, the Immediate Past Chair may vote to break a tie in any vote for a nomination.

At or prior to each Spring Meeting of Members, the Chair of the Board shall present for the Executive Committee’s review and approval a slate of proposed members of the Nominations Committee for the following year.

The Nominations Committee shall nominate candidates for each: (a) Officership, other than the Vice President-Certification, who shall be nominated by the Certification Oversight Committee; and (b) Directorship the term of which will expire as of the end of the then current calendar year, other than the Directorship filled by the President of the Chapter President’s Council, who shall be elected by that Council.

At least fifteen days before the date of the regular meeting of the Board typically scheduled for October, or if none, the next regularly conducted meeting of the Board, the Executive Director shall provide each candidate with written notice of his or her nomination, including a copy of the Nominations Committee Report. Each year the Vice President-Chapter Relations shall submit a nomination for Chair of the Chapter Resource and Response Committee for consideration as an International Director.

Nominations for Directors may also be made, endorsed with the names of not less than ten Members of the Association, if forwarded to the Executive Director at least sixty days prior to the date of the Annual Convention. In the event that the Annual Convention is not held in a given year, all references herein to the Convention shall instead refer to a regular or special meeting of the Board to be held within the five-month period prior to the Annual Meeting of the Board.

Section 6. Operations Committee. The Operations Committee shall consist of five members, including the President, Chair, Vice-President-Finance, the Executive Director and one other Board member to be selected jointly by the President and Executive Director. The Operations Committee shall assist the Executive Director with administrative and operational matters, but shall have no authority to consider or establish any Association policy.

Section 7. Other Committees and Subcommittees. The Board of Directors may:(a) eliminate such Board or member committees other than the Executive Committee or the Nominations Committee; and (b) establish such other Board or member committees as it deems appropriate from time to time. In addition, the Board of Directors may establish under the jurisdiction of any designated Board committees such subcommittees as it deems appropriate, which subcommittees may include members in addition to the members of the Board committees. Notwithstanding the foregoing, the Board of Directors may not eliminate the Certification Oversight Committee without the consent of two-thirds of its members.

Section 8. Limitation of Powers. The Board shall not delegate, and no committee or subcommittee shall have authority to:

A. Adopt a plan for the distribution of the assets of the Association, or for its dissolution, merger or consolidation, or authorize the sale, lease or exchange of all or substantially all of the property of the Association.

B. Approve or recommend to the Members any act required by the Illinois Not For Profit Corporation Act to be approved by the Members; provided, however the Nominations Committee may, consistent with the provisions of Article V, Section 5, make recommendations to the Members regarding the election of Directors.

C. Fill vacancies in the Board or in any Board committees.

D. Elect, appoint or remove any officer or Director or member of any Board committee or subcommittee, or fix the compensation of any member of the Board or any committee or subcommittee.

E. Adopt, amend or repeal the By-Laws or articles of incorporation.

F. Amend, alter, repeal or take any action inconsistent with any resolution or action of the Board which by its terms shall not be amended, altered or repealed by action of a committee or subcommittee.

Section 9. Removal. Any member of any Board or member committee, or subcommittee thereof, other than the Certification Oversight Committee or any subcommittee thereof, may be discharged or removed by action of a majority of the Board present at a meeting at which a quorum is present.

Section 10. Committee Quorum: Manner of Acting. Except as otherwise specifically provided in these By-Laws, (a) a majority of the members of any Board or member committee or subcommittee shall constitute a quorum for the transaction of business; and (b) the action of a majority of the voting members of any committee or subcommittee present at a meeting of that committee or subcommittee at which a quorum is present shall be the action of the committee or subcommittee; provided, however, such committee or subcommittee may by a majority vote of its entire membership, establish a higher or lower quorum or supermajority voting requirement. A Board or member committee or subcommittee may act by unanimous consent in writing without a meeting.

Section 11. President and Executive Director as Non-Voting Members of All Committees. The President and Executive Director shall serve as non-voting members of each committee established by the Association, and may, at their discretion serve as non-voting members of each subcommittee established by any committee.

Article VI: Officers

Section 1. Designations and Qualifications. Each elected officer shall be a Director and a Member in good standing of the Association at the time of his election as a Director. The officers of the Association shall be:

Chair
President
Vice President-Education
Vice President-Conferences
Treasurer/Vice President-Finance
Vice President-Membership
Vice President-Public Affairs
Vice President-Chapter Relations
Vice President-University Relations
Vice President-International Relations
Vice President-Certification
Secretary
Executive Director

together with such other officers as the Board may appoint in accordance with the provisions of this Article. If necessary for the efficient and economic operation of the Association, one individual may be elected to and hold more than one office, provided however there must at all times be no fewer than two officers. No officer shall sign or execute any document in more than one capacity or otherwise act in more than one capacity where action of two or more officers is required. If no Executive Director is appointed by the Board, any actions to be taken by or notices given to the Executive Director pursuant to the By-Laws shall be taken by or given to the President. If there is no elected President and such officer is required by law to execute documents or take other action on behalf of the Association, the Executive Director shall be deemed President of the Association.

Section 2. Election, Term of Office and Qualifications. Other than the Vice President-Certification, each officer, the Executive Director and any subordinate officers or agents appointed pursuant to Article VI, Section 3, shall be elected by the Board at any regular or special meeting held within the five-month period preceding an annual meeting of the Board and shall hold office from the date of such annual meeting until the next succeeding annual meeting of the Board or until a successor shall have been duly chosen and qualified or until the Officer’s death, resignation or removal from office. The Vice President-Certification shall be elected by the Certification Oversight Committee pursuant to Article VII, Section 4.

Section 3. Executive Director and Subordinate Officers and Agents. The Board from time to time may appoint an Executive Director and other officers or agents, each of whom shall hold the office for such period, have such authority, and perform such duties as the Board from time to time may determine. The Board may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his or her respective authority and duties. The Executive Director shall report activities undertaken by them at each meeting of the Executive Committee and the Board. Any participation on a committee by them shall be without vote.

Section 4. Duties of Officers.

A. Chair of the Board. The Chair of the Board shall be the principal spokesperson for the Association and shall preside at all meetings of the Members, Board, and at Association Conferences. The Chair shall be a voting member of the Board and the Executive Committee, and shall perform such other duties and have such other powers as may from time to time be assigned by the Board or the Executive Committee.

B. President. The President shall be the chief elected officer of the Association, shall preside at all meetings of the Executive Committee and the Operations Committee and be a voting member of the Board and Executive Committee, shall make appointments to all committees in accordance with these By-Laws, shall decide all questions of order, and shall have overall accountability for the Association’s fiscal affairs. The President shall be a member, without vote, of all other committees (other than the Nominations Committee) and shall perform such other duties and have such other powers as may from time to time be assigned by the Board or the Executive Committee. The President shall also have the authority delegated to the Chair and, in case of the inability of the Chair to perform the duties of his or her office, the President shall assume full duties until the next election.

C. Executive Director. The Executive Director shall be the principal administrative officer of the Association. The Executive Director shall be a salaried employee of the Association in charge of the daily administrative matters and operations of the Association, and shall perform such other duties and have such other powers as may from time to time be assigned by the Board, the Executive Committee or the President. The Executive Director shall be specifically responsible for all management operations, business affairs and property, shall manage and direct all activities of the Association as prescribed by the Board and serve as a non-voting member of the Executive Committee, shall employ and may terminate members of the staff, fix their compensation within approved budget guidelines, supervise and evaluate their performance, establish titles and delegate responsibilities as determined by the Executive Director to be in the best interests of the Association, and shall function as assistant Secretary or assistant Treasurer/Vice President-Finance at the discretion of the Executive Committee.

D. Vice Presidents. The Treasurer/Vice President-Finance and thereafter the other Vice Presidents, in order of their seniority in any capacity as an officer, shall, in the absence of the President, perform the President’s duties. Seniority shall be determined first by tenure as an officer, then by tenure on the Executive Committee and then by length of service as a Director.

The Vice President-Education shall be responsible for initiating and/or developing educational programs to benefit Members directly, and programs to offer at the local and regional level. The Vice President-Education shall appoint a Chapter Educational Liaison to develop and encourage the sharing of best educational practices amongst the chapters. The Vice President-Education shall be a non-voting member of any committee of the Board planning any international conferences, but, unless otherwise authorized by the Board or such committee, shall not have primary responsibility to develop content at any such conference.

The Vice President-Conferences shall be responsible for organizing and overseeing all of the Association’s international conferences and the committees supporting those international conferences, and will act as a liaison on behalf of the Association for all regional conferences.

The Treasurer/Vice President-Finance shall be responsible for overseeing the funds, securities, receipts and disbursements, and the Association’s investment policy, and shall supervise the Finance Committee.

The Vice President-Membership shall be responsible for organizing and overseeing all membership administration and member services, and shall have supervisory responsibility for the various Membership Administration and Member Services and Programs Committees.

The Vice President-Public Affairs shall be responsible for organizing and overseeing the Association’s activities in promoting the corporate renewal and turnaround management profession, and shall have supervisory responsibility for Public Affairs Committees.

The Vice President-Chapter Relations shall be responsible for monitoring the performance of the Chapters, supervising the Chapter Resource and Response Committee and the Chapter Presidents’ Council.

The Vice President-University Relations shall be responsible for promoting activities and acting as the Association’s liaison with the university community, and shall have supervisory responsibility for the Academic Advisory Council and any other committees formed to assist in such functions.

The Vice President-International Relations shall be responsible for promoting the Association’s international presence and shall have supervisory responsibility for all such activity.

The Vice President-Certification, subject to the direction and control of the Certification Oversight Committee, shall supervise the Association’s activities to: (a) encourage the certification of turnaround and other eligible corporate renewal professionals; (b) establish, maintain and approve standards for individuals seeking certification as turnaround professionals, including standards for continuing education and periodic recertification; (c) conduct certification review courses, formal certification examinations, and continuing education of turnaround professionals; (d) upon the recommendation of the Standards Subcommittee of the Certification Oversight Committee, issue certificates to individuals meeting the standards established for turnaround professionals; and (e) establish and maintain a disciplinary mechanism for certified turnaround professionals.

Any Vice President shall perform such other duties and have such other powers as may from time to time be assigned by the Board, the Executive Committee, or the President.

E. Treasurer/Vice President-Finance. If required by the Executive Committee, the Treasurer/Vice President-Finance shall give a bond for faithful discharge of the officers’ duties, in such sum and with such surety or sureties as the Executive Committee shall determine, the cost of such bond to be borne by the Association. The Vice President-Finance shall prepare, in coordination with the Executive Director, the Association’s proposed annual fiscal program and proposed budget for review and approval by the Executive Committee. The Treasurer/Vice President-Finance shall provide for an annual audit of all bills, disbursements and accounts of the Association, shall monitor the Association’s sponsorship and fund development programs, develop and maintain the Association’s investment policies, and perform such other duties as may be assigned by the Board, the Executive Committee, or the President. Specifically, the Vice President-Finance shall perform or cause to be performed the following duties: (a) have custody of and be responsible for all funds and assets of the Association; receive and give receipts for moneys due and payable to the Association from any source and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected by the Executive Committee, (b) pay all of the Association’s proper bills, (c) at each meeting of the Executive Committee, or upon its request, present for consideration a written report of the Association’s financial status and operations, (d) prior to the Annual Convention , have the financial records and affairs audited and certified by the auditor selected by the Board at the last Annual Meeting of the Board, and (e) act as and perform all duties incident to the office of Treasurer under Illinois law. Notwithstanding any other provisions of these By-Laws, the person or entity performing any audit of the Association’s financial records and affairs shall be other than the Association’s regularly employed accountants or any other person or entity who or which originally prepared any such records.

F. Secretary. The Secretary shall be responsible for the administrative affairs of the Association, serving as custodian of all records, books, reports, minutes, documents and the seal of the Association, shall ensure that all provisions of the By-Laws and other Association governing policies are accurately and faithfully administered, from time to time audit the affairs of the Association’s various Board and member committees and subcommittees, and perform such other duties as may be assigned by the Board, the Executive Committee, or the President.

Section 5. Removal. The officers specifically designated in Article VI, Section 1, other than the Vice President-Certification, may be removed, either with or without cause, by vote of a majority of the whole Board at a special meeting of the Board called for that purpose. The officers appointed in accordance with Section 3 of this Article may be removed, either with or without cause, by the Board, by a majority vote of the Directors present at any meeting. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 6. Resignations. Any officer, other than the Vice President-Certification, may resign at any time by giving written notice to the Board or to the Executive Director or the Secretary or if appointed by an officer or agent in accordance with this Article VI, by giving written notice to the officer or agent who made such appointment. Any such resignation shall take effect upon its being accepted by the Board or by the officer or agent appointing the person so resigning. The Vice President-Certification may resign at any time, but only by giving written notice to the Certification Oversight Committee, and any such resignation shall take effect upon its being accepted by the Certification Oversight Committee. If any resignation under this Article VI, Section 6, is not accepted, the resigning officer may nevertheless resign from and be held harmless from the execution of the officer’s duties thirty days after providing written notice of such resignation.

Section 7. Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these By-Laws for regular appointments or election to such offices.

Section 8. Duties of Officers May Be Delegated. Other than the Vice President-Certification, in case of the absence of any other officer of the Association or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any Director for the time being provided a majority of the entire Board concurs therein.

Section 9. Salaries of Officers. The Executive Director and any other non-Member officers of the Association may receive such salary for their services as the Board determines reasonable. The Board may delegate to the Executive Committee and to any officer who has been given power to appoint subordinate officers or agents the authority to fix the salaries or other compensation of any such officers or agents appointed by him or her, within established budgetary guidelines.

Section 10. Loans and Guaranties. No loan, guaranty, or other form of security shall be made or provided by the Association to or for the benefit of its officers or employees.

Article VII: Certification

Section 1. Certification Oversight Committee - Creation and Purpose. Effective January 1, 2008, or as soon thereafter as may be practicable, the Association shall create a committee comprised of at least two-thirds Members to be known as the Certification Oversight Committee ("COC"). The COC shall organize and oversee the Association’s activities to: (a) encourage the certification of turnaround and other eligible corporate renewal professionals; (b) establish and maintain standards for individuals seeking certification as turnaround professionals, including standards for continuing education and periodic recertification; (c) conduct formal certification review courses, formal certification examinations, and continuing education of turnaround professionals; (d) upon the recommendation of the Standards Subcommittee, issue certificates to individuals meeting the standards established for turnaround professionals; and (e) establish and maintain a disciplinary mechanism for certified turnaround professionals.

Section 2. Members. The COC shall consist of at least seven, but not more than nineteen members. At least two-thirds of the members of the COC shall be Association Members. The number and identity of the COC members shall be fixed from time to time by the COC members at a regular or special meeting called for that purpose; provided, however, the COC members may not reduce their number so as to shorten the term of any then serving member. All turnaround practitioners and advisors who are COC members shall hold the Certified Turnaround Professional designation (“CTP”).Except as provided in Article VII, Section 3, each COC member shall be elected to a three year term, and unless the number of COC members is reduced as of the expiration of his or her term of office, each COC member shall continue to serve until his or her successor is elected and qualified. No COC member may serve more than two successive terms, except that (a) a member elected to fill the unexpired term of another member may serve for both the remainder of the unexpired term and for two successive additional terms, and (b) if the COC expressly determines that it will be in the best interest of the COC and the Association for a particular COC member to continue serving for more than two successive terms, the COC may, by a two-thirds majority vote, elect that member to serve one or more additional successive terms.Only one person employed by, holding an ownership interest in, or acting as a director, officer or other fiduciary position in, any business or other entity shall serve on the COC at any one time. If after election to the COC, a COC member becomes employed by, obtains an ownership interest in or begins acting as a director, officer or other fiduciary position in, a business or other entity one of whose other employees, owners, directors, officers or other fiduciaries is already a COC member, then at the next COC meeting, the COC member most recently acquiring the status as employee, owner, director, officer or other fiduciary shall be deemed to have resigned as a COC member unless, prior to such meeting, either the other COC member shall have submitted his or her resignation from the COC or his or her term shall have expired.

Section 3. Initial Committee Members. The initial COC members shall consist of those individuals serving as the board of directors of the Association of Certified Turnaround Professionals, a Virginia not for profit corporation, as of December 31, 2007. The COC shall endeavor to stagger the terms of the initial COC members so that the terms of approximately one-third of the initial members shall expire in 2008, one-third in 2009, and one-third in 2010.

Section 4. Officers. At a special meeting called each year, the COC shall elect for the following year, a Chairman, a President, any number of Vice Presidents, and a Secretary. Each officer shall serve for a one year term or until his or her successor shall be elected and qualify.The Chairman of the COC shall be an Association Member and shall preside at meetings of the COC. The Chairman of the COC, rather than any COC vice president, shall perform the duties of the President of the COC if the President is absent or is otherwise unable to perform his or her duties as President.The President of the COC shall be an Association Member, and, by virtue of his or her election as President of the COC, be elected as the Association’s Vice President-Certification. The President of the COC shall, on a regular basis, provide the Executive Committee of the Association with written status and progress reports.The President of the COC shall, subject to the COC’s direction and control, supervise and direct all of its activities to: (a) encourage the certification of turnaround and other eligible corporate renewal professionals; (b) establish and maintain standards for individuals seeking certification as turnaround professionals, including standards for continuing education and periodic recertification; (c) conduct certification review courses, formal certification examinations, and continuing education of turnaround professionals; (d) upon the recommendation of the Standards Subcommittee, issue certificates to individuals meeting the standards established for turnaround professionals; and (e) establish and maintain a disciplinary mechanism for certified turnaround professionals. The President of the COC shall preside at meetings of the COC if the Chairman is absent or is otherwise unable to perform his or her duties as Chairman.The Vice-Presidents shall assist the President in the discharge of such duties of the President as the President may direct and shall perform such other duties as may be assigned from time to time by the President or the COC. In all cases, the chair of the Standards Subcommittee and the chair of the Education Subcommittee shall be Vice-Presidents of the COC.The Secretary shall keep minutes of the meetings of the COC in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with applicable law, these bylaws and any internal rules the COC may adopt; shall be the custodian of the COC’s records; shall keep a record of the mailing address of each COC member and officer; shall have charge of the registry of all persons holding current certificates as Turnaround Professionals and of all persons whose certificates have lapsed or been revoked; and, in general, perform all duties customarily incident to the office of the Secretary, and such other duties as may be assigned from time to time by the President or the COC.

Section 5. Removal. A COC member or officer may be removed by a vote of two-thirds of the other COC members at a special meeting called for that purpose.

Section 6. Vacancies. The COC members may at an annual meeting or a special meeting called for that purpose elect a successor member or officer to fill the unexpired term of a COC member officer who dies, resigns or otherwise ceases to serve during his or her term.

Section 7. Certification and Certificates. The COC may, on the recommendation of the Standards Subcommittee, issue certificates to applicants who fulfill the prerequisites for and receive a passing score on the COC’s certification examinations, and shall prescribe procedures for the issuance and revocation of the certification.

Section 8. Subcommittees. The COC shall create and maintain a Standards Subcommittee and an Education Subcommittee, each of which shall include as subcommittee members, the President of the COC, and such other COC members as the COC from time to time determines. At least two-thirds of the members of all subcommittees shall be Association Members. All turnaround practitioners and advisors serving on any subcommittee shall hold the Certified Turnaround Professional designation (“CTP”).The Standards Subcommittee shall review and approve, reject or defer the applications of all applicants for certification, and review questions as to certification, in accordance with such rules and regulations relating to granting and maintaining certification as the COC may adopt. The Standards Subcommittee shall also establish and maintain ethical and other professional standards for certified turnaround professionals, shall have the authority to investigate confidentially any allegation that a certified turnaround professional has violated the standards so established, and to implement confidentially appropriate disciplinary measures against turnaround professionals found to have violated those standards.The Education Subcommittee shall prepare for approval by the COC a body of knowledge required for certification, prepare, administer and score certification examinations, and administer the continuing education and recertification programs, and also shall have oversight over the faculty dean.

Section 9. Election to Disassociate. Upon determining that the Association has failed to provide the COC with sufficient resources to carry out the purposes set forth in Article VII, Section 1, the COC may elect to disassociate from the Association, but only at a special meeting called for that purpose, and only by a two-thirds majority vote of all COC members. If the COC does elect to disassociate from the Association, the resolution authorizing disassociation shall specify with particularity the basis for: (a) the COC members’ determination that the Association has failed to provide the COC with sufficient resources, and (b) how disassociation will further the goals of encouraging the certification of turnaround and other eligible corporate renewal professionals, and establishing standards for individuals seeking certification. Promptly upon the COC’s adoption of the disassociation resolution, the Secretary of the COC shall provide a copy of the resolution to the Association’s Board.

Section 10. Special Committee. At the Board’s next meeting following its receipt of the disassociation resolution, the Board shall appoint a special committee to confer with the COC regarding its election to disassociation. Within 45 days of its appointment, the special committee shall present to the Board and the COC a list of recommendations to address the basis for the COC members’ election to disassociate. Unless the Board and the COC both adopt the special committee’s recommendations within 90 days, the COC may, by a two-thirds majority vote at a special meeting called for that purpose, cause the election to disassociate to become effective, and designate a successor in interest which is (a) exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and (b) otherwise reasonably acceptable to the Association.

Section 11. Division of Assets and Liabilities on Disassociation. As soon as may be practicable after the effective date of any disassociation authorized in accordance with Article VII, Sections 9 and 10, and subject to the limitations established under Article IX, the Association shall, if the effective date of disassociation is on or before December 31, 2012, transfer to the successor in interest designated by the COC an amount equal to the net current assets (current assets, less current liabilities) the Association actually received upon its merger with the Association of Certified Turnaround Professionals, Inc., and thereafter, one-half of such amount. In addition, the Association shall assign over to successor in interest designated by the COC all intellectual property rights transferred to the Association upon its merger with the Association of Certified Turnaround Professionals, and all intellectual property rights pertaining to the certification program as of the effective date of the disassociation. The Association’s obligation to transfer assets pursuant to this Article VII, Section 11 is contingent upon the successor in interest’s agreement to (a) pay any legal fees or other costs incurred in establishing the successor in interest, and (b) indemnify and hold the Association harmless against any and all claims and liabilities arising in any way out of the disassociation, including income and capital gains taxes, penalties, interest, and obligations assumed by the successor in interest.

Article VIII: Contracts, Loans, Deposits, Checks, Drafts, Etc.

Section 1. Contracts. Except as otherwise provided in these By-Laws, the Board may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instruments on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name, unless and except as authorized by a majority of the entire Board. Any officer or agent of the Association specifically authorized may affect loans or advances for the Association and for such loans and advances may make, execute and deliver promissory notices, bonds or other evidence of indebtedness of the Association. Any officer or agent who is specifically authorized may mortgage, pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Association any real property and all stocks, bonds, other securities and other personal property at any time held by the Association, and to that end may endorse, assign and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.

Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, agent or agents of the Association to whom such power has from time to time been given by the Board.

Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks and endorsements, authorizations for payment orders, electronic funds transfers, or other evidence of indebtedness (collectively, "payment instruments") shall be signed or otherwise authorized by the Executive Director and by another officer, or in such other manner as the Board from time to time may determine; provided, however, payment instruments for amounts of $5,000 or less may be signed or otherwise authorized by the Executive Director or by the President or Vice President of Finance or other individual designated by the Board; and further provided, however, payroll instruments and withholding deposits aggregating $5,000 or more may be signed or otherwise authorized by any Association employee designated by the Executive Director and the President.

Endorsements for deposit to the credit of the Association in any of its duly authorized depositories will be made by the Executive Director or Treasurer/Vice President-Finance or by any officer or agent who may be designated by resolution of the Board in such manner as such resolution may provide.

Section 5. Gifts. Except as otherwise provided in these By-Laws, the Board may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purposes of the Association.

Article IX: Statement of Tax Exempt Purpose and Dissolution

Section 1. Statement of Purpose. The Association is organized exclusively for the purposes specified in Article I hereof and any purpose appropriate for a "business league" as such term is defined within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6). No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its Members, Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and reasonable reimbursements for expenses advanced or incurred on behalf of the Association, and to make payments and distributions in furtherance of the purposes set forth hereinabove. The Association is not organized for profit, nor to engage in any activities ordinarily carried on for profit. Notwithstanding any other provision of these By-Laws, the Association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax under Section 501(c)(6).

Section 2. Method of Distribution of Assets Upon Dissolution. In the event of the dissolution of the Association, no member shall be entitled to any distribution or division of its remaining property or its proceeds, and the Board shall, as it determines after paying or making provision for payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes within the intention of Section 501(c)(6). Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article X: General Provisions

Section 1. Corporate Seal. The Association may, but need not have a seal. If the Association elects to have a seal, it shall be in such form as shall be approved from time to time by the Board.

Section 2. Fiscal Year. The fiscal year of the Association shall end on December 31 of each year unless changed by resolution of the Board.

Section 3. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Illinois Not for Profit Corporation Act, of the Articles of Incorporation, or of the By-Laws of the Association, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be equivalent to the giving of such notice.

Section 4. Amendments to By-Laws. These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of Members, as provided in Article II, Section 4B, or by two-thirds of the Directors then in office; provided, however, at least twenty-one days notice in writing shall be given of the intention to alter, amend, or repeal or to adopt new By-Laws. In addition, neither this sentence nor any provision of Article VII may be altered, amended or repealed without the approval of two-thirds of the COC.

Section 5. Books and Records. The Association shall keep and maintain correct and complete books and records of account and shall keep and maintain minutes of the proceedings of its Members, Board and Committees. It shall keep and maintain at its registered office or at the office of the Executive Director a record of the names and addresses of all Members. All books and records of the Association may be inspected and copied by any Members, or their agent or attorney, for any proper purpose at any reasonable time upon prior written application to the Executive Committee.

Section 6. Officer, Director, Employee and Agent Indemnification.

A. The Association shall indemnify any present or former Director or Officer of the Association, or any of its committees or subcommittees, or any member of any committee or subcommittee, whether or not such committee or subcommittee members are Members of the Association, and any employee or agent of the Association or any of its committees or subcommittees (individually, each an "Indemnifiable Person"), against liabilities and reasonable litigation expenses, including attorneys’ fees, incurred by the person in connection with any action, suit or proceeding in which he or she is made or threatened to be made a party by reason of being or having been such Director or Officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to have acted in bad faith or to have been liable or guilty by reason of willful misconduct in the performance of duty. With approval of the majority of the full Board, the Association may purchase and maintain insurance on behalf of any person who is or was an Indemnifiable Person against any liability asserted against the person and incurred by such person in such capacity, or arising out of the person’s status as such, whether or not the Association, or any committee or subcommittee would have the power to indemnify the Indemnifiable Person against such liability. Expenses incurred by an Indemnifiable Person in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Indemnifiable Person to repay such amount unless it shall be ultimately determined that the Indemnifiable Person is entitled to be indemnified by the Association as authorized by the Illinois Not For Profit Act or as authorized in these By-Laws.

B. Any Indemnifiable Person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, not brought by the Association nor brought by any party seeking derivatively to enforce a liability of such Indemnifiable Person to the Association, shall be entitled to indemnification or reimbursement by the Association for any expenses, including attorneys’ fees, or any liabilities which may have been incurred in consequence of such action, suit or proceeding, under the following conditions:

(1) If the Indemnifiable Person is wholly successful in the defense on the merits, or if the proceeding is an administrative or investigative proceeding which does not result in the indictment, fine or penalty of the Indemnifiable Person, he or she is entitled to reimbursement from the Association of all reasonable expenses of defense or participation, including attorney fees.

(2) If the Indemnifiable Person is wholly successful in the defense otherwise than solely on the merits, the Association may pay or agree to pay the Indemnifiable Person such expenses of defense or participation, including attorney fees, as the Board in good faith deems reasonable, regardless of any adverse interest of any or all of the Directors.

(3) If the Indemnifiable Person is not wholly successful or is unsuccessful in the defense or, with the proceeding to which the Indemnifiable Person is a party results in indictment, fine or penalty, the Association may pay or agree to pay, in whole or in part, such expenses of defense or participation, including attorneys’ fees, and the amount of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable if:

(a) the plan for such payment is approved by a consent in writing signed by all the Members; or

(b) the plan for such payment is sent to the Members, with notice of a Members meeting, either annual or special, to be held to take action thereon and at such meeting the plan is approved by a two-thirds majority vote of the Members present exclusive of those Members who would be benefited by the plan if approved; or

(c) a two-thirds majority of a quorum consisting of Directors who are not parties to such action, suit or proceeding determine that the Indemnifiable Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, after determination of the Directors, the Association, no later than sixty days before any payment or agreement to pay is made, sends to all Members of record on a record date no more than ten days prior to the date of mailing, at their registered addresses, a statement specifying persons to be paid, the amounts to be paid and the nature and status of the suit or proceedings at the time of mailing; or

(d) in a proceeding brought by the Indemnifiable Person for such determination in the superior court of the district in the state where the Association has its registered office, it is determined that the Indemnifiable Person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In such proceeding, the court in its discretion may order notice thereof to be sent to any Members in any manner or form as it may deem appropriate at the expense of the Association. The court may allow all Members so notified to be heard in opposition to the determination requested.

C. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnifiable Person did not act in good faith and in a manner which he or she reasonably believed to be in the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

D. When an Indemnifiable Person is sued, alone or with others, in the courts of Illinois, in any action seeking to establish the Indemnifiable Person’s liability to the Association arising out of his or her alleged dereliction of duty to the Association or any of its committees or subcommittees, he or she shall in turn be entitled to indemnification or reimbursement from the Association for so much of the expenses of defense, including attorneys’ fees, as the court in its discretion, upon motion for indemnification or reimbursement, duly made in such action, finds to be reasonable, if: (1) the Indemnifiable Person is successful in whole or in part in the action against him or her or in any settlement thereof and the court finds that his or her conduct fairly and equitably merits such relief; or (2) the court finds, despite the adjudication of liability, that the Indemnifiable Person has acted honestly and reasonably and that, in view of all the circumstances of the ease, his or her conduct fairly and equitably merits such relief.

E. When such action is brought in a state other than Illinois and the result thereof is as would have entitled the defendant Indemnifiable Person to make a motion in the cause for Indemnification or reimbursement of the Indemnifiable Person’s expenses of defense if the action had been brought in Illinois, but no such relief is available in the state in which the action is actually brought, the defendant Indemnifiable Person may bring a separate action against the Association in Illinois for such indemnification or reimbursement as he or she might have recovered had the suit against him or her been brought in Illinois. Notice of said action for indemnification or reimbursement shall be sent, in such form as the court may approve and at the Association’s expense, to the party or parties plaintiff in the prior action who shall be entitled to be heard. The court may in its discretion order notice of the claim thereof to be sent to the Members in such manner and in such form as it may approve, at the expense of the Association. All Members so notified may be heard in opposition to the relief requested.

F. As used in this Section, the term "person" includes the legal representative of such person.

Section 7. Gender. All language used in these By-Laws is intended to be gender neutral.

Section 8. Notice. Any notice required under and provision of these By-Laws may be provided by any means reasonably likely to be received by the intended recipient, including mail, fax, email, printed notice in an Association publication or posting on the Association’s website.

Article XI: Chapters

Section 1. How Constituted. A Chapter of the Association is a local branch of the Association in the United States or Canada, operating within a designated geographical area over which it has responsibility in accordance with a specific authorization from the Association. A Chapter shall indemnify and hold harmless the Association for any act of the Chapter. Each Chapter shall organize as a not-for-profit entity in accordance with applicable state or provincial laws and shall conduct its activities and programs in compliance with all state, provincial, federal and national laws and regulations. Upon the dissolution of any Chapter for any reason, if no other provisions have been made regarding the disposition of its assets, all of its assets remaining after the satisfaction of all of its obligations shall revert to the Association upon the expiration of one hundred twenty days from the date of its dissolution.

Section 2. Establishment of Chapters. The Association’s Board is authorized to charter a Chapter in any area in the United States or Canada, thereby conferring on said Chapter the right to use the name and seal of the Turnaround Management Association; provided however, any such authorization shall be conditional upon such Chapter’s agreement to abide by the regulations and requirements for the conduct of the Association’s Chapters as adopted from time to time by the Association’s Board; and provided further, that such Chapter satisfies all of the requirements set forth in this Article XI.

Section 3. How Formed. Any group of ten or more Members of the Turnaround Management Association may petition the Association for a charter to operate a Chapter. The petition shall be forwarded to the office of the Executive Director of the Association for approval by the Board, and shall contain the following:

A. Proposed name of Chapter.

B. Description of the geographical boundaries of the proposed Chapter. The area over which a chapter may have jurisdiction shall not conflict with the area of any existing Chapter. In the event of a conflict it must be resolved by (1) a revision of the area described in the petition to eliminate the conflict, or (2) written consent of the existing Chapter with which there is a conflict to a revision of its area of jurisdiction, together with a description of the area as it would be established after revision.

C. Names, addresses and designations of the proposed officers, pro tempore.

D. Personal signatures of at least ten persons who are either Active or Associate Members of the Turnaround Management Association, who propose to form the Chapter and who are working within the described area.

E. A copy of the Certificate of Incorporation or similar fundamental document and of the By-Laws or similar governing document which the proposed Chapter will adopt upon approval of the petition.

Section 4. How Maintained. Acceptance of a charter from the Association shall constitute acceptance by the Chapter of the principles established in the By-Laws of the Association and adoption of the following minimum standards:

A. Chapter By-Laws, rules, regulations and policies must be consistent with the Association’s By-Laws, rules, regulations and policies, and must provide that no person may serve as chief officer for more than two consecutive years, although provision may be made for a person to serve again as chief officer after an absence from such office for at least one year.

B. All obligations created by a Chapter or by any of its officers shall be solely the responsibility of the Chapter.

C. Persons eligible for membership in the Association and Members may participate in both the Association and the local Chapter thereof; membership in the Association being a prerequisite for active leadership and participation in the Chapter. New Members upon joining the Association shall be referred to the Chapter appropriate to their geographic location if one is available. If none is yet available, they may join the Chapter of their choice, if desired.

D. At least three Chapter meetings per year shall feature educational programs as part of the activities and each Chapter and the Association shall use best efforts to arrange for an Officer or staff member of the Association to attend at least one Chapter meeting per year.

E. A roster of at least twenty-five Members.

F. The Secretary of every Chapter is encouraged to notify the Executive Director of the Association of each Chapter meeting at least fifteen days in advance of the date of the meeting and is encouraged to furnish the Executive Director with a report of the meeting.

G. The President of the Chapter shall no later than 60 days after the conclusion of the previous year, file with the Executive Director the Annual Report of the Chapter’s activities for the year then ending.

H. All Chapter officers shall be Members of the Association in good standing.

I. Any change or amendment of a Chapter charter shall require advance approval of the Association’s Board, under whose authority such charters are granted and controlled.

Section 5. Loss of Charter. In the event a Chapter shall fail to maintain its charter in accordance with Article XI, Section 4 during any one year, the Executive Director of the Association shall submit the matter to the Executive Committee at its first following meeting, and invite representatives of the Chapter to attend. If the Chapter is still active or can become active and maintain the minimum standards, it shall be granted an extension of time as set by the Executive Committee in which to comply with the required minimum standards. If it should then fail to establish the minimum standards, its charter shall be suspended until compliance can be accomplished. If the Chapter is inactive and shows no promise of becoming active or if it should decline to establish the required minimum standards, its charter then shall be rescinded. A Chapter having had its charter rescinded may, after complying with Section 4 of this Article for one year or longer, petition the Association for reinstatement of its charter.

Article XII: International Affiliates

Section 1. How Constituted. An International Affiliate of the Association is an entity operating in a designated geographical area outside the United States and Canada over which the International Affiliate has responsibility in accordance with a specific authorization from the Association. An International Affiliate shall indemnify and hold harmless the Association for any act of the International Affiliate. An International Affiliate shall organize as a not-for-profit entity, or an entity similar thereto that is customarily used for professional groups such as the Association, in accordance with the applicable laws of such country or the political subdivision the laws of which govern the organization of such an entity, and shall conduct its activities and programs in compliance with all laws of such country and the political subdivisions.

Section 2. Establishment of International Affiliates. The Association’s Board is authorized to license an International Affiliate in any area in the world, thereby conferring on said International Affiliate the right to use the name and seal of the Turnaround Management Association; provided however, such International Affiliate agrees to abide by the regulations and requirements for the conduct of the Association’s International Affiliates as adopted from time to time by the Association’s Board; and provided further, that such International Affiliate satisfies all of the requirements set forth in this Article XII.

Section 3. How Formed. Any group of twenty-five or more individuals operating outside the United States and Canada may petition the Association for a license to operate an International Affiliate. The petition shall be forwarded to the office of the Executive Director of the Association for approval by the Board, and shall contain the following:

A. Proposed name of International Affiliate.

B. Description of the geographical boundaries of the proposed International Affiliate. The area over which an International Affiliate may have jurisdiction shall not conflict with the area of any existing International Affiliate. In the event of a conflict it must be resolved by (1) a revision of the area described in the petition to eliminate the conflict, or (2) written consent of the existing International Affiliate with which there is a conflict to a revision of its area of jurisdiction, together with a description of the area as it would be established after revision.

C. Names, addresses and designations of the proposed officers, pro tempore.

D. Personal signatures of at least ten persons who propose to form the International Affiliate and who are working within the described area.

E. A copy of the Certificate of Incorporation or similar fundamental document and of the By-Laws or similar governing document which the proposed International Affiliate will adopt upon approval of the petition.

F. An opinion of counsel qualified to practice law in the country in which the International Affiliate is to be organized stating that: the International Affiliate is properly organized as a not-for-profit or similar entity in accordance with the applicable laws of the country or the political subdivision under which the International Affiliate is organized; there are no laws or regulations that would prohibit the Association from granting, or affect the power of the Association to grant, the proposed license; there are no laws or regulations that would place any burden on the Association relating to such Chapter or the granting of such license, including but not limited to licenses, taxes or reports.

Section 4. How Maintained. Acceptance of a license from the Association shall constitute acceptance by the International Affiliate of the principles established in the By-Laws of the Association and adoption of the following minimum standards:

A. International Affiliate By-Laws, rules, regulations and policies must be consistent with the Association’s By-Laws, rules, regulations and policies, and must provide that no person may serve as chief officer for more than two consecutive years, although provision may be made for a person to serve again as chief officer after an absence from such office for at least one year.

B. All obligations created by an International Affiliate or by any of its officers shall be solely the responsibility of the International Affiliate.

C. Persons eligible for membership in the Association and members of an International Affiliate may participate in both the Association and the International Affiliate.

D. At least three International Affiliate meetings per year shall feature educational programs as part of the activities of each International Affiliate.

E. A roster of at least twenty-five Members.

F. The Secretary of every International Affiliate is encouraged to notify the Executive Director of the Association of each International Affiliate meeting at least fifteen days in advance of the date of the meeting and is encouraged to furnish the Executive Director with a report of the meeting.

G. The President of the International Affiliate shall no later than 60 days after the conclusion of the previous year, file with the Executive Director the Annual Report of the International Affiliate’s activities for the year then ending.

H. Any change or amendment of an International Affiliate’s license shall require advance approval of the Association’s Board, under whose authority such licenses are granted and controlled.

J. Each year an International Affiliate shall obtain an audit of its financial condition by an independent auditor, and will provide upon receipt a copy of each such audit to the Association. This requirement may be waived for an International Affiliate by the Executive Committee for good cause.

Section 5. Loss of License. In the event an International Affiliate shall fail to maintain its license in accordance with Article XII, Section 4 during any one year, the Executive Director of the Association shall submit the matter to the Executive Committee at its first following meeting, and invite representatives of the International Affiliate to attend. If the International Affiliate is still active or can become active and maintain the minimum standards, it shall be granted an extension of time as set by the Executive Committee in which to comply with the required minimum standards. If it should then fail to establish the minimum standards, its license shall be suspended until compliance can be accomplished. If the International Affiliate is inactive and shows no promise of becoming active or if it should decline to establish the required minimum standards, its license then shall be rescinded. An International Affiliate having had its license rescinded may, after complying with Section 4 of this Article for one year or longer, petition the Association for reinstatement of its license.

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