Section 1 Name

The name of this organization shall be the Kentucky Chapter # 64 of the Association of Certified Fraud Examiners (referred to as the "Chapter"). Each chapter operates under the authority of the Association of Certified Fraud Examiners, Inc. (referred to as "the Corporation") and the Association of Certified Fraud Examiners (A Non-Profit Corporation) (referred to as "the Association").

Section 2 Trademarks

The name "Association of Certified Fraud Examiners" and the seals and logos used in connection therewith are the trademarks of the Corporation. The use of these trademarks by the Chapter is governed by the Trademark License Agreement executed by the Chapter and the Corporation, the terms of which are incorporated into these bylaws.

Section 1 The Chapter is a not-for-profit entity whose primary purpose is to serve the community by the promotion of improved fraud detection and deterrence and through expansion of knowledge and the interaction of its Members.

Section 1 Eligibility

All applicants are subject to approval by the Corporation and the Chapter Board of Directors. An applicant may not be admitted if he or she has been expelled from the Association or from any other local chapter. All applicants must complete and submit a written application, pay applicable Chapter dues, and agree to abide by these bylaws and the operational guidelines established by the Corporation.

 

Section 2 Certified Fraud Examiners

Certified Fraud Examiners in good standing may apply to become members of the Chapter under the terms set forth above. Certified Fraud Examiners may hold office and vote.

Section 3 Associate Members

Associate Members of the Association of Certified Fraud Examiners who are in good standing may apply to become members of the Chapter under the terms set forth above. Associate Members may hold office. The Board of Directors of the Chapter shall decide, by a majority vote, whether Associate Members may vote. The Board may grant full or partial voting rights, as it deems appropriate.

Section 4 Students

Full-time students currently enrolled in degree programs of recognized colleges and universities may attend meetings of the Chapter upon proof of such enrollment, under such rules that may be adopted by the Chapter. Student Members may not hold office or vote.

Section 5 Affiliates

The Chapter Board of Directors, at its discretion, may designate other persons as Affiliate Members of the Chapter. Affiliate members are those persons who wish to attend Chapter meetings and participate in Chapter functions, but who are not Students, and who are not Certified Fraud Examiners or Associate Members of the Association of Certified Fraud Examiners. Affiliate Members may not hold office or vote.

 

Section 6 Dual Membership and Transfers of Membership

The Board of Directors may decide whether to allow Members of another chapter to join as Members of its chapter.

Individual membership in one local chapter may be transferred to another local chapter, subject to rules and regulations of both chapters and the Corporation.

Section 7 Resignation

Any Member may resign at any time, but such resignation shall not become effective until accepted by the Chapter, and shall not relieve the resigning individual from the payment of dues for the expired portion of the current fiscal year, or give any right to rebate for dues paid, or any right to prorated share or any other share of the assets of the Chapter. All resignations shall be in writing.

Section 8 Expulsion

The Chapter may, by a two-thirds vote of those present at a Chapter meeting, make a formal, written recommendation to the local Board of Directors, that the membership of any Member be terminated for violation of the bylaws or for conduct determined to be detrimental to the best interests of the Chapter.

If such a recommendation is made, the local Board of Directors will review the recommendation. If the majority of the Board agrees with the recommendation, then the Board shall prepare a notice to the affected Member, which shall be mailed to the most recent address of the Member. The notice shall state the reasons for the proposed expulsion and give the Member at least 30 days to respond.

No member will be expelled until he or she has had an opportunity to respond to the charges by a full hearing before a quorum of the Chapter officers. If the Member does not respond to the letter within 30 days of the notice, the expulsion shall become final.

Expulsion of Certified Fraud Examiners or Associate Members is not effective until it has been submitted to and approved by the Board of Regents of the Association of Certified Fraud Examiners.

Section 9 Non-payment of Dues

Membership in the Chapter is evidenced by the payment of dues. Membership will be terminated if payment of local dues has not been received by the Chapter treasurer before the end of two months subsequent to the close of the dues billing cycle, provided that proper notice of the delinquency was provided to the member’s last known address at least 30 days prior to termination. A member who has been removed from membership under this section may be readmitted by the vote of a majority of the Board of Directors.

Section 10 Report of Chapter Membership

The Chapter shall furnish annually to the Corporation, or upon request, a list containing the names and addresses of all Members of the Chapter. The list shall indicate whether the person is a Certified Fraud Examiner, Associate Member, Student Member, or Affiliate Member.

Section 1 Chapter Liability

The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the Corporation, by reason of their affiliation, from any lawsuits, damages, other expenses or liabilities arising out of the activities of the Chapter.

Section 2 Corporation Liability

The Chapter shall not be responsible nor liable for any lawsuits, damages, other expenses, or liabilities arising out of the activities of the Corporation or the Association.

Section 3 Non-liability of Directors; Indemnification

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Chapter. The Directors and Officers of the Chapter shall be indemnified by the Chapter to the fullest extent permissible under the laws of this state.

Section 4 Insurance

The Corporation may procure liability insurance for the Chapter, and the Chapter agrees to pay all reasonable premiums for such insurance.

Section 5 Corporation Authority

In any disputes, the Corporation is the final authority.

Section 1 Fiscal Year

The fiscal year for the Chapter shall be August 1 to July 31.

Section 2 Chapter Dues

a. Chapter dues will be established by the Board of Directors and approved by the Corporation.

b. Dues shall be billed by the Chapter on a periodic basis established by the local Board of Directors.  The Chapter Treasurer shall be empowered to assess and collect said dues.

c. Dues for Associates and Affiliates may be at a higher rate than for Certified Fraud Examiners. Dues for Student Members may be at a lower rate.

Section 3 Assessments

There shall be no assessments imposed except as approved by a two-thirds vote of the local Board of Directors, followed by a majority vote of the Membership, and the final approval of the Corporation.

Section 1 Board of Directors

The Chapter Officers shall consist of the Chapter President, Vice President, Secretary, and Treasurer; plus at least three Members elected at large from the Chapter. A quorum shall consist of a majority of the Directors.

The Board shall also have the option to combine the offices of Secretary and Treasurer and designate one person to conduct both functions. If the Board chooses this option, then the number of at-large Directors shall be reduced so that an odd number of Officers/Directors is maintained.

The Board of Directors shall have the option to allow Associate Members to hold office. All Chapter directors are subject to approval by the Corporation.

Section 2 Elections

a. The directors set forth in Article VI, Section 1, shall be elected by a majority of the votes of the Members responding to a mail ballot sent to all Members at least 30 days before the election date.

b. The results of the election will be certified by the current Board of Directors, or by a committee appointed by them.

Section 3 Terms of Office

The Directors shall serve staggered terms and shall hold office until their successors are duly appointed or elected and qualified. At least two of the Directors should serve two-year terms; the remaining directors may serve only one-year terms.

Directors who are elected for one-year terms may be re-elected only for one additional term. Directors who are elected for two-year terms may not be re-elected.

Section 4 Vacancies

If the office of any Director or Officer becomes vacant for any reason, the current Directors shall appoint a person to fill the vacancy until such time that an election can reasonably be held.

Section 5 Duties and Responsibilities

a. The Board of Directors shall be the governing body of the Chapter and its actions shall be final, unless otherwise specifically provided for in these bylaws.

b. The Board shall perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation, the Chapter Handbook, or these bylaws.

c. The Board shall supervise all officers, agents, and members of the Chapter to assure that their duties are performed properly.

d. The Board shall make available all financial records of the Chapter to any Chapter Member, to the Corporation, or the Board of Regents upon reasonable notice.

Section 6 Meetings of the Board of Directors

Section 7 Compensation

The Officers and other Board Members shall not receive any compensation for their services, but shall be entitled to reimbursement for actual expenses incurred by them in connection with the usual performance of their duties. Any such expenditures shall be presented for approval and payment by the Treasurer, failing which, by a majority of the Board.

Section 8 Removal

Directors may be removed from office by the members, the Corporation, or the Board of Regents, with or without cause, as permitted by and in accordance with the laws of this state.

Section 1 Officers

The elected officers of the Chapter shall consist of a minimum of a President, Vice President, and Secretary/Treasurer.

Section 2 President

The President shall be the executive head of the Chapter, and when present, shall preside at all meetings of the Chapter and Board of Directors. He or she shall exercise general supervision and management of the affairs of the Chapter; shall consult with and inform other Directors, Members, and the Corporation of significant events; shall make an annual report to the Members of the Chapter and the Corporation; and shall have additional duties as may be delegated by the Board from time to time.

Section 3 Vice President

The Vice President shall report to the President and shall assume the duties of the President in his or her absence. The Vice President shall be responsible for other duties that the Board shall delegate from time to time.

 

Section 4 Secretary

The Secretary shall report to the President and shall be responsible for maintaining all records, other than financial, maintained by the Chapter. The Secretary shall also be responsible for the Membership records and attendance; the minutes of the meetings; and other duties that from time to time may be required.

 

Section 5 Treasurer

The Treasurer shall report to the President and shall be responsible for all financial records maintained by the Chapter. All moneys received by the Chapter as well as disbursements therefrom, shall be the responsibility of the Treasurer. He or she will ensure that any funds received are properly deposited for safekeeping to the credit of the Chapter; that all disbursements are properly approved; that the Board is kept advised of the status of the accounting of funds; and otherwise perform appropriate duties to see that the assets of the Chapter are properly safeguarded. The Treasurer will be responsible to produce annual financial statements of the Chapter and submit them to the Board and the Corporation at least one month before the Board’s Annual Meeting.

Section 1 Committee Appointments

All committee appointments are subject to approval by the Corporation.

Section 2 Nominations Committee

The Nominations Committee shall be composed of three Members appointed by the President with the concurrence of a majority of the Board of Directors. No member of the Board of Directors is eligible to serve on the Nominations Committee. The Nominations Committee shall consider all suggestions and recommendations for offices, and shall nominate not less than one, nor more than three candidates for any one office.

Section 3 Election Committee

The Election Committee shall consist of three Members appointed by the Board. No member of the Board of Directors is eligible to serve on the Elections Committee. The Election Committee shall certify the results of the annual elections, and perform other related duties that the Board, from time to time, may designate.

Section 4 Other Committees

Other committees may be established by a resolution adopted by a majority of the Board of Directors at a meeting at which a quorum is present.

Section 1 Purpose

The Annual Meeting of the total Membership of the Chapter shall be held for the purpose of announcing the results of the election of Officers and Directors; the installation of the Officers and Directors; presenting the annual financial statements of the Chapter; and transacting such other business as deemed appropriate by the Board.

Section 2 Time and Place

The annual Meeting shall be held each year at a time and place specified by the Board of Directors.

Section 3 Notification of Meeting

All members in good standing shall be notified in writing at least sixty days in advance of the annual meeting.

Section 4 Voting

All Members in good standing and present in person shall be eligible to vote at the Annual Meeting. A quorum shall be constituted by at least 10% of the Members eligible to vote. All business coming before the Members for approval shall be approved by a majority of those present in person unless otherwise required by these bylaws.

The vote to dissolve the Chapter must be by written ballot and must be approved by a two-thirds majority of the members eligible to vote. The Corporation must be notified at least thirty (30) days prior to the vote and must be notified of the results immediately thereafter.

Upon the dissolution of the Chapter, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Chapter shall be distributed to the Ritchie-Jennings Scholarship Fund (formerly the CFE Scholarship Fund).

Upon dissolution, the Chapter shall destroy all letterhead, stationery, or other items bearing the name "Association of Certified Fraud Examiners." It shall also provide the Corporation with a list of Chapter members at the time of dissolution, a report detailing the distribution of the assets of the Chapter, and a copy of the Certificate of Dissolution issued by the state

The Chapter and its members, officers, and directors agree to abide by the provisions of the Chapter Handbook and such other rules or regulations which may from time to time be instituted by the Corporation.

No amendments may be made to these Bylaws without prior written approval of the Corporation. Amendments, including additions or deletions to these bylaws, shall be approved by a majority of the Board of Directors. Amendments must subsequently be approved by at least two-thirds of the Members eligible to vote at the meeting at which the amendments are considered.

 

The Headquarters of the Chapter shall be at a place designated by the local Board of Directors.

These bylaws shall be effective on the date they are adopted by the Board of Directors.