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5/16/2017
2017 Executive Forum

Our Bylaws
BYLAWS OF THE
FEDERAL EXECUTIVE INSTITUTE ALUMNI ASSOCIATION

ARTICLE I
Government Section l. General
Control of the affairs of the Federal Executive Institute Alumni Association (FEIAA or Association) shall be vested in its full members and shall be exercised, subject to the control of said members, through its officers and Board of Directors. 

ARTICLE II
Membership

Section 1 Membership There are four categories of membership as described below. Each category receives the same services from FEIAA, can participate in FEIAA activities and events and can serve on committees. 

Section 2. Full Membership
Full membership in good standing shall be limited to those individuals who have graduated from any Federal Executive Institute program, and
(a) Have completed and submitted the appropriate Invitation to Membership form;
(b) Have paid for the current year any such annual dues as the Board of Directors may direct.

Only full members can vote and hold office. 

Section 3. Associate Member
Associate membership status shall be available to current and former FEI faculty and nonfaculty professional staff. Provisions in Section 2 (a) and (b) above are also applicable to these individuals. 

Section 4. Honorary Members
The Board of Directors may admit persons to honorary membership. Honorary members shall not have the right to vote or hold office, nor shall they pay dues. The Board of Directors shall determine criteria for honorary membership. 

Section 5. Developmental Members 
Developmental membership shall be available to Federal graduates of any OPM-approved developmental program at a Management Development Center (MDC), and to current and former MDC faculty and nonfaculty professional staff. Provisions in Section 2 (a) and (b) above are also applicable to these individuals. Developmental members have only the rights, privileges, and obligations granted by the FEIAA. 

Section 6. Membership Committee
The President shall appoint annually a chairperson of the Membership Committee from the Board of Directors. The chairperson shall appoint committee members from members in good standing. In addition to those duties assigned by the Board, the committee shall appoint and supervise members to act as liaison between FEIAA members of a designated agency (or designated components of the membership) and the Board of Directors. 

ARTICLE III
Board of Directors

Section l. Composition
The Board of Directors shall be twelve (12) in number including the officers. They shall be elected for a term of three calendar years. Terms shall be staggered so that four are elected each year. If not still a member of the Board of Directors, the immediate Past President will serve as an ex officio member of the Board with full voting privileges. 

Section 2. Election of Directors
(a) The President shall, at the appropriate time, appoint a Nominating Committee composed of at least three full members of the Association, none of whom need to be members of the Board of Directors, whose duty it shall be to place in nomination twice the number of candidates as there will be vacancies in the Board.
(b) All nominees for Board of Directors must currently be full members of the Association, must have indicated they will serve if elected, and must be willing to participate in activities of the organization and attend Board meetings.
(c) A ballot listing the names of the nominees and a summary of their background data shall be furnished to all full members in good standing with their annual statement for membership renewal for the succeeding calendar year. If membership has previously been paid for the year, a ballot and background data will be furnished. All ballots received through December 31 from members in good standing for the succeeding calendar year shall be included in the tally.
(d) In case of temporary or permanent vacancy occurring on the Board, the President shall name as the successor the individual who has the highest tally on the residual listing from the last election of directors. If more than one vacancy occurs, the individual shall fill the position with the longest unexpired term; the next highest shall fill the next longest, etc. If no one is available from this pool, the President may appoint from the full members.
(e) No Board member shall serve for more than two terms and must leave the Board for at least one year before becoming again a Board member.

Section 3. Cumulation of Votes
In all elections for directors, every member entitled to vote shall have the right to cumulate his/her vote multiplied by the number of directors to be elected, or by distribution such votes on the same principle among any number of candidates. 

Section 4. Quorum
(a) Seven members of the Board shall constitute a quorum. Once a quorum has been established, a duly called meeting may continue to do business until adjournment, notwithstanding the departure of sufficient directors, in the interim, resulting in less than a quorum.
(b) When deemed essential by the President or the Board, Directors may be polled. In such cases, the minutes of the next succeeding Board meeting shall report the outcome of such poll with the affirmative or negative vote shown for each director.

Section 5. Responsibilities of Directors
Board members must be active in the direction and operation of the Association. Board members are expected to attend monthly meetings (in person or by teleconference); serve as a chair, co-chair or active member of a committee, or serve as an officer; and participate in member recruitment at FEI at least once a year. 

Section 6. Removal of Directors
The President may propose to remove a Board member who does not fulfill his/her responsibilities as outlined above. Reasons for removal may include: non-participation in Board meetings (missing, without a valid excuse, either three meetings in a row or three of the last six meetings); not serving actively as a chair, co-chair, committee member, or officer in a six-month period or non-participation in FEI recruiting within a 12-month period. The Executive Committee will vote on the removal proposal. The proposal for the removal will be approved with at least three officers voting for removal. The vacancy thus created is filled as outlined in Section 2(d) above. 

ARTICLE IV
Officers

Section l. General
The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, all of whom must be members of the Board of Directors. 

Section 2. Election
The officers of the Association shall be elected annually by the Board of Directors as soon as convenient after December 31 for the new Board to convene. The responsibility for preparing the slate of new officers falls to the current President, if that person’s Board term has expired, otherwise it will fall to the Immediate Past President. Any Board member can make additional nominations for officers. The officers shall serve for the current calendar year and until such time as their successors are duly elected. 

Section 3. Duties
(a) President: The President shall exercise general executive control over the affairs of the Association; shall preside at all meetings of the Association and Board of Directors; shall sign all deeds and other instruments for the conveyance of real estate; and shall have such other powers and do such other things as may be required by the Board of Directors, by the Bylaws, or as are usually incidental to the Office. The President shall appoint chairperson(s) of standing committees, and chairperson(s) of ad hoc committees, as necessary, from the membership. Standing committees include, but are not limited to: Membership, Awards, Activities, Finance, Policy and Partnership, Executive Forum, and Communications.
(b) Vice President: In the event of the death, resignation, absence from meetings, or inability of the President, his/her duties shall be performed by the Vice President. In the event of a vacancy in the office of the Vice President, the Board shall choose an Acting Vice President from among the Board members who shall perform the duties of the Vice President during the period of the vacancy.
(c) Secretary: The Secretary shall keep minutes of all meetings of the Association and the Board of Directors; shall be the custodian of its corporate seal; and shall affix the seal of the Association onto all papers requiring it and attest it.
(d) Treasurer: The Treasurer shall be the custodian of the funds of the Association, shall collect all dues from members and money from all other sources owing to the Association, and shall pay out same when instructed to do so by the Board of Directors. In addition, the Treasurer shall maintain, oversee or coordinate the fiscal and/or administrative services for the Association, assuring that the necessary fiscal records and data are maintained as prescribed by the Board of Directors or required by law. The Treasurer shall maintain a list of the Association's fiscal policies and procedures and shall periodically supply the list to Board members and Committee Chairs for them to follow (at least annually).
(e) Executive Committee: An Executive Committee shall be established composed of the current officers of the Association and the Immediate Past President. The committee shall exercise administrative direction over the current operations of the organization with the authority to make decisions essential to effective operation, and cannot delegate that authority. Whenever practical, recommendations on matters of significant importance should be presented to the Board.

ARTICLE V
Chapters

Section l. Creation
The Board of Directors may provide for the creation of affiliated subunits of ten (10) or more members, each designated as an FEIAA (city, state, regional, or other name) Chapter. 

Section 2. Chapter Bylaws
Chapters will develop their own bylaws, which must be approved by the Board of Directors. As a minimum, such bylaws must contain the following:
(a) That the chapter is organized to heighten the responsiveness of members to national needs and goals; to increase the members’ appreciation of the totality of the governmental system; to aid, strengthen, and expand in every proper and useful way the Federal Executive Institute and its work; and to develop, strengthen, and utilize the bonds existing between the Institute and its alumni, and among the alumni themselves. (These provisions are in accordance with the Charter of the Association and may only be modified to conform to any subsequent change to the Association’s Charter).
(b) All members of a chapter must be full, associate, honorary, or developmental members of FEIAA.

Section 3. Approval
A chapter cannot take a public position that has not been approved by or is contrary to that of the FEIAA Board of Directors. 

Section 4. Board Liaison
One director shall be designated annually by the President to be responsible for liaison, communication, and coordination between and among the various chapters and the Board. 

Section 5. Chapter Meetings
Each chapter must hold at least one chapter meeting per year. In the case of chapters whose geographic area covers two or more major concentrations of members (e.g., California—LosAngeles and San Francisco; Pacific Northwest—Portland and Seattle), chapter meetings should be held in these different locations on a rotating basis. 

Section 6. Executive Development Activities
Each chapter must conduct at least one such activity per year, which is in addition to any such activity held in conjunction with the annual meeting in Section 5 above. 

Section 7. Chapter Membership
New and renewing members will designate their chapters of choice on the FEIAA application and renewal forms. Members who reside in areas where there are established chapters may identify themselves as members of those chapters. Chapter officers will receive timely lists of the names, addresses, and telephone numbers of their members from the national office. 

Section 8. Chapter Finances
Chapters are expected to be financially self-sufficient. The FEIAA Board may elect to provide financial assistance to help chapters develop and operate. 

ARTICLE VI
Voting

Section l. General
Only full members in good standing shall be permitted to vote. This may be done in person or by such ballot as shall be provided for by the Board of Directors. Only those ballots received by the Board not less than forty-eight (48) hours prior to the date and time specified for the meeting in the call, or as prescribed in Article III, Section 2 (c), shall be accepted for counting. 

ARTICLE VII
Membership Meeting and Quorum

Section l. General
At any duly called annual or special meeting of members, twenty-five (25) of the members entitled to vote, represented in person or by validly received mailed ballots, shall constitute a quorum. Unless otherwise provided in these Bylaws, the affirmative vote of the majority of the votes entitled to be cast by the members present and by validly received mailed ballots, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted on by the members. 

Section 2. Continuation of Business
The members present at a duly called meeting may continue to do business until adjournment, notwithstanding the departure of members in the interim so that less than a quorum remains. 

Section 3. Notice of Meeting
Written or printed notice stating the place, date, and hour of a meeting, and in case of a special meeting the purpose for which the meeting is called, shall be delivered, not less than ten (10) days before the date of the meeting, either personally or by other means, or at the direction of those authorized in Section 2 above to call the meeting, to each full member in good standing. Such notice shall be deemed delivered when received at the member’s address as it appears on the records of the Association. 

Section 4. Quorum
At any called annual or special meeting of members, twenty-five (25) of the members entitled to vote, represented in person or by validly received ballots, shall constitute a quorum. Unless otherwise provided in these Bylaws, the affirmative vote of the majority of the votes entitled to be cast by members present and by validly received ballots, at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted on by the members. 

Section 5. Continuation of Business
The members present at a duly called meeting may continue to do business until adjournment, notwithstanding the departure of members in the interim so that less than a quorum remains. 

ARTICLE VIII
Finance and Dues

Section l. Fiscal Year
For financial purposes, the Association shall function on a calendar year basis. 

Section 2. Dues
The amount and dates of payment of all dues to the Association shall be as determined by the Board of Directors. 

Section 3. Notice of Meeting
Written or printed notice stating the place, date, and hour of a meeting, and in case of a special meeting the purpose for which the meeting is called, shall be delivered not less than ten (10) days before the date of the meeting, either personally or by other means, or at the direction of those authorized in Section 2 above to call the meeting, to each full member in good standing. Such notice shall be deemed delivered when received at the member’s address as it appears on the records of the Association. 

Section 4. Quorum
At any called annual or special meeting of members, twenty-five (25) of the members entitled to vote, represented in person or by validly received ballots, shall constitute a quorum. Unless otherwise provided in these Bylaws, the affirmative vote of the majority of the votes entitled to be cast by members present and by validly received ballots, at a meeting of which a quorum is present, shall be necessary for the adoption of any matter voted on by the members. 

Section 5. Continuation of Business
The members present at a duly called meeting may continue to do business until adjournment, notwithstanding the departure of members in the interim so that less than a quorum remains. 

ARTICLE IX
Seal

Section l. Official Seal
The following described device shall be the official seal of the Federal Executive Institute Alumni Association: A regular corporate seal with the name, “The Federal Executive Institute Alumni Association,” the date of incorporation, and “District of Columbia.” 

ARTICLE X
Amendment of Articles of Incorporation

Section l. Amendment Procedures
Amendments to the Articles of Incorporation shall be made in the following manner:
(a) The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or special meeting.
(b) Written or printed notice setting forth the proposed amendment or summary of the changes to be effected thereby, shall be given to each member entitled to vote at such meeting within the time and in the manner provided in Article VII, Section 3.
(c) The proposed amendment shall be adopted upon receiving the affirmative vote of at least two thirds of the votes entitled to be cast by members present at such meeting and as represented by validly received mailed ballots.
(d) Any number of amendments may be submitted and voted upon at any one meeting.

ARTICLE XI
Amendment of Bylaws

Section l. Board of Directors
These Bylaws may be altered, amended, or repealed by the Board of Directors at any meeting of the Board of Directors provided:
(a) That any proposed change must be approved by at least seven (7) members of the Board, and
(b) That the text of such change or a fair summary thereof shall have been set forth in the notice of such meeting.

Section 2. Annual or Special Meeting
These Bylaws may be altered, amended, or repealed at any annual or special meeting of the members, provided notice of the general character of the changes shall have been given to each member entitled to vote at such meeting within the terms and in the manner provided in Article VII, Section 3. 

(Bylaws last revised October 2006.)
Date the FEIAA Bylaws as of October 2006 were posted here: January 13, 2010
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