"BY-LAWS"

Article I
Name and Seal

Section 1. The name of this association shall be the Society of Professional Assessors. The seal of this corporation shall consist of a flat-faced circular die with the words “Society of Professional Assessors” together with the date of incorporation cut or engraved thereon.

Article II
Purposes

Section 1.
The purposes of said Society are exclusively educational, scientific and literary and are as follows:

To engage in research on the problems of assessment administration of taxes and the techniques of assessment practice of taxes; to sponsor international, regional and other conferences for these and other allied educational purposes; to sponsor and support in-service training programs designed to improve the knowledge and competence of assessing officials; to engage in scientific, literary and educational activities directed towards the advancement of the theory and practice of assessment administration; to draft special awards of merit for outstanding achievement by individual assessing officials and groups of assessing officials; to organize state, provincial and local chapters of the society; and to strengthen the standards of assessment administration.

In furtherance of said purposes, to take and hold by purchase, sale, lease, gift, devise or bequest real and personal property; to purchase, sell, lease and exchange real and personal estate necessary for the conduct of its purposes; and to perform all other acts necessary to carry out its purposes.

Section 2.
No part of the net earnings of the Society shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in the furtherance of its purposes. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a Society exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 3.
Upon the dissolution of the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the assets of the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United State Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal offices of the Society are 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 III
Membership

Section 1.
There shall be four categories of members to be known as 1. Associate, 2. Professional, 3. Inactive, and 4. Corporate whose annual dues shall be payable in advance.

Section 2.
Associate Membership shall be available to any person employed by any unit of government on a state, county or local level who is engaged in assessment administration, upon application to and approval by the Admissions Committee.

Section 3.
Professional Membership shall be available to any person with a minimum of five (5) years experience in the field of assessment administration on a state, county or local level who has been an Associate member and who successfully completes and thereafter conforms with the requirements set forth by the Admissions Committee. Professional Members may indicate their membership by printing the initials “S.P.A.” indicating “Professional Assessor” following their names on official stationery.

Section 4.
Inactive Membership (“S.P.A.E.”) Associate and Professional members upon termination of employment as required for admission to membership in this Society shall be dropped from the rolls of the Society. Such members may, upon application and approval of the Admissions Committee, become inactive members, or Corporate members. Any former assessing official may also apply for said membership to the Admissions Committee. Professional members, upon retirement as assessing officials and upon application to the Society, may with approval of the Executive Board be awarded the designation of S.P.A. Emeritus.

Section 5.
Corporate Membership shall be available to any person who has an interest in the property tax and its administration.

Section 6.
The Membership of any member in any one of the classes of membership may be permanently, temporarily or indefinitely suspended by the Board of Directors whenever the Board rules that such suspension will serve the best interests of the Society. Hearings shall be held by the Board at the request of any Board member.

Section 7.
Voting Rights The right to vote and to hold office is reserved exclusively to Professional Members except as provided for in Article 10, Section 4.

Section 8.
Delinquent Dues Any member delinquent in the payment of dues for a period of six months shall be suspended, and notice of such suspension shall be given by mail by the Secretary. Whenever a suspension for dues delinquency becomes effective, the suspended member may not be re-admitted to any membership class except upon formal application to and approval of the Admissions Committee.

Article IV
Chapters

Section 1.
State, provincial or local chapters of the Society may be organized under such regulations as the Board of Directors may provide.

Article V
Government

Section 1.
The governing body of the Society shall be the Board of Directors, hereinafter referred to as the Board. It shall have power to pass any motion or resolution it may deem necessary to accomplish the objectives of the Society not in conflict with any provision of the constitution.

Section 2.
The Board shall consist of the President, Vice-President, Immediate Past President, Secretary and Treasurer and six (6) elected members at large. At the first meeting of the Professional members, two (2) shall be elected as Board members for a term of three years; two (2) shall be elected for a term of two years; and two (2) shall be elected for a term of one year. At each annual meeting thereafter, two (2) Professional members shall be elected to three-year terms.

Section 3.
A Quorum of the Board shall consist of six members.

Section 4.
Members of the Board, including officers who fail to attend three successive regular and special Board meetings shall be removed and their positions declared vacant unless excused by the action of the Board.

Article VI
Officers

Section 1.
At each annual meeting of the Society, a President, Vice-President, Secretary and Treasurer shall be elected for a term of one year or until their successors are elected.

The Board shall also have power to appoint an Executive Director and in its discretion may designate the Secretary or Treasurer to serve as Executive Director.

Section 2.
Whenever a vacancy occurs in the office of the Vice-President, Secretary, Treasurer or position on the Board, the President shall appoint a Professional member, with approval of the elected Board members, to fill the office or place on the Board, at least thirty days prior to the next annual meeting of the Society, and the appointee shall serve until the next annual meeting. Whenever a vacancy occurs in the office of President, the Vice-President shall immediately succeed thereto.

Section 3.
Whenever a Professional member holding any elective or appointive position in the Society shall withdraw from or otherwise terminate his service in the public position which made him eligible to be a Society member, the office or position he held in the Society shall become vacant one (1) year thereafter, unless during said period , he acquired a new position which in the judgment of the Board requalifies him as a Professional member.

Article VII
Credentials

Section 1.
Application for membership shall be subject to the approval of the Board. The application process shall be established by the Board.

Article VIII
Duties of Officers

Section 1.
President The President shall be the Chairman of the Board and preside at all membership meetings held for the purpose of transacting Society business. He shall appoint all committees, except as herein otherwise provided either on his own initiative or at the recommendation or request of the Board and perform such other duties as may from time to time be assigned to him by the Board. He shall serve ex officio on all committees except on the Admissions Committees.

Section 2.
Vice-President The Vice-President shall exercise all the powers and duties of the President during his absence or inability to act and shall perform such other duties as may be assigned to him by the Board.

Section 3.
Treasurer The Treasurer when required to act, shall be the chief financial agent of the Society and shall exercise such authority, perform such duties, and be subject to such regulations as may be prescribed by the Board. He shall have custody of all funds, securities, and legal instruments of the Society and shall be responsible for their safekeeping. To this end, he may, subject to the approval of the Board, determine the place and manner of depositing and safekeeping of such funds, securities and legal instruments.

Section 4.
Executive Director The Executive Director shall be responsible for the general administration of the affairs of the Society, subject to the provisions of this constitution and such regulations as may be adopted by the Board. When required, he shall annually prepare a budget for the Society, and upon its approval by the Board shall have authority to spend the sum appropriated. When required, he shall be responsible for any moneys of the Society coming into his possession; for the keeping of the accounting records; and the preparation of financial statements in such form and in accordance with such procedure as may be required by the Board. He may appoint and discharge any employees or subordinates, prescribe their duties, and fix their compensation within the limits provided in the approved budget and may enter into such agreements in behalf of the Society as will permit him to perform the duties entrusted to him.

Section 5.
Secretary When required to act as Secretary of the Society, he shall give notice and keep minutes of all meetings, have custody of records of the Society and its seal, and attest all necessary instruments.

Article IX
Funds

Section 1.
Disbursement It shall be the duty of the Board to adopt by resolution a method for handling the receipts and disbursing the funds of the Society.

Section 2.
Bonds The Treasurer, any other officer, agent, or employee of the Society who may be designated by the Board, shall furnish a bond in such amount and with such sureties as the Board shall approve. The cost of said bonds shall be paid by the Society and they shall be deposited and kept as the Board may direct.

Article X
Meetings

Section 1.
The annual and special meetings of members shall be held at such time and place as may be determined by the Board.

Section 2.
The Board shall meet immediately following the annual meeting of the membership. Special meetings of the Board shall be held at the call of the President or upon written request of five (5) members of the Board. The call of the President or the request of the members shall list the subjects to be considered at the special meeting, and no other matters shall be considered at such meeting without unanimous consent of all members of the Board, present or absent.

Section 3.
Notice At least fifteen (15) days notice in writing of any special meeting of the Board shall be given to each member of the Board.

Section 4.
At all Membership meetings of the Society, all classes of members may participate. Associate and Professional members shall be entitled to vote on the adoption of any resolution presented at the meeting.

Section 5.
The Society shall sponsor state, provincial, regional, national or international in-service training institutes, schools and conferences under such terms and conditions as the Board shall prescribe.

Article XI
Nominations and Elections

Section 1.
The Nominating Committee shall be composed of a Chairman and not less than two (2) other members. In addition to the Chairman, the additional members shall be appointed by the President, at least two (2) of whom, if available, shall be Past Presidents. Provided, unless and until additional Past Presidents are available, the President shall appoint Professional members in good standing to complete the committee.

Section 2.
At each annual meeting of the membership, the Nominating Committee shall present its nominations for officers and Board members, subject to the restriction stated in Section 2. of Article V.

Section 3.
Additional nominations may be made and seconded from the floor by any Professional member in good standing.

Section 4.
The manner of holding elections, including forms to be used, methods of voting, counting of ballots, and rules of procedure pertaining thereto, shall be as prescribed by the Board, provided that a secret ballot shall always be conducted in any contested election.

Article XII
Amendments

Section 1.
This constitution and these by-laws may be amended only by a majority vote of the Professional members present and voting at the annual meeting of the membership, provided that notice in writing of any proposed amendment shall have been sent to all Professional members not less than thirty (30) days prior to such meeting.

Section 2.
Amendments may be proposed either by petition signed by at least ten (10) Professional members or by resolution by the Board.

Article XIII
Interim Action

Section 1.
When circumstances arise which require interim action by this Society necessitating approval by the Board or the membership, notice of such proposals shall be mailed to persons entitled to vote thereon. A majority affirmative vote, in writing within a prescribed time, of those entitled to vote shall validate such action.

Approval of the Admissions Committee