RSPA Bylaws

Bylaws
of the 
Racquet Sports 
Professionals Association, Inc.
 

Article I — Name and purposes

Section 1. Name. This Association shall be called the “Racquet Sports Professionals Association, Inc.” Hereinafter it shall also sometimes be referred t as the “RSPA” or “the Association.”

Section 2. Purposes.

The purpose of RSPA shall be to maintain and improve teaching standards of racquet sports as a profession; to increase interest and awareness of racquet sports; to assist other organizations dedicated to racquet sports and to do all acts in accordance with such purposes or to effect any other purposes or services which may be determined from time to time by the Association to further its purposes.

Section 3. Not-for-profit Corporation. RSPA shall be a not-for-profit corporation, no part of whose earnings shall inure to the benefit of any member, except for services rendered.

Article II — Members

Section 1. Active Membership. The following persons shall be eligible for active membership in RSPA:

Persons who derive a portion of their income from teaching racquet sports; who intend to do so, or who have some connection with racquet sports that includes teaching.

     Active members in good standing shall be the only members of RSPA entitled to vote.

Section 2. Honorary Membership. Those persons who have made an outstanding contribution to racquet sports or to RSPA shall be eligible to become honorary members. Honorary membership shall be proposed to and voted on by the Executive Committee, which shall, annually, determine the privileges and obligations of honorary membership.

Section 3. Other Membership. From time to time, the Executive Committee may establish other categories of membership and may determine their standards of admission and privileges and obligations.

Section 4. Admission to Membership. An applicant for active membership must apply to the World Headquarters on a standard application form, which will be available on-line at the RSPA website by the World Headquarters. Upon receiving a properly completed application, the World Headquarters will process it and, in cooperation with the Division of the area in which the applicant resides, will complete the admission procedure.

Section 5. Applicant from Outside of the United States. Where an applicant is made from outside of the United States the World Headquarters will provide instructions to assist the applicant to complete the certification process to become a member of the Association.

Section 6. Applicant Qualifications and Testing Procedures. An applicant for membership must be of the highest character and integrity. Unless an “Other Membership” category is otherwise approved by the Executive Committee, a candidate for membership must submit all required information on the standard application form, as promulgated by the Testing and Certification Committee. The candidate must pass a standard Certification Exam or such other requirements, which will be promulgated by the Association which will be administered as objectively as possible. In the event it is found that an application for membership contained intentionally misleading, false, fraudulent or intentionally omitted material statements, the application will be forthwith rejected, or if the applicant has become a member, they will be struck from the membership rolls.

Section 7. Appeal Procedures for Applicants. Any applicant who is rejected shall have the right, within fifteen (15) days of being notified of their rejection, to file written notice of appeal to the World Headquarters. In reviewing the applicant’s appeal, the World Headquarters will cause the applicant’s appeal to be evaluated by the Director of Certification. The Director of Certification shall provide a recommendation for disposition of the appeal to and review the appeal with the National Testing and Certification Committee.  The National Testing and Certification Committee will rule on the appeal.  The decision of the National Testing Committee shall be final.

Section 8. Classes of Membership. Various classifications of membership, such as “professional,” shall be promulgated by the Testing and Certification Committee. These classifications will be based upon the professional skill and experience of the member, as well as other considerations.

Section 9. Re-admission. If a member of RSPA voluntarily withdraws, is suspended or dropped from the Association for any reason, the individual may be re-admitted under terms and conditions which shall be set from time to time by the Executive Committee.

Section 1. Dues and Other Charges. An applicant for membership shall pay a non-refundable application fee to the World Headquarters, which shall accompany their application. Annual dues for all categories of membership shall be set from time to time by the Executive Committee, which will also have the power to determine, from time to time, whether or not some members will be completely excused from paying dues because of length of active membership in the Association. The World Headquarters will notify each member of the payment requirements and due date for their annual dues. Any member whose dues are not received by the World Headquarters by the due date shall receive notice that they a delinquent in their dues, which upon the determination of the World Headquarters may contain a late penalty amount. If dues are not received by January 31^st the member may be suspended from member benefits and services but shall have until June 30^th to pay their dues and complete any outstanding certification requirements.  If the member does not complete the requirements and pay their dues by June 30^th the member will be dropped from the rolls of the Association.

Section 2. Notification of Divisions of Suspension from Membership. It shall be the duty of the World Headquarters to notify the Divisional Treasurer and Secretary and President in the event a member is dropped from the membership rolls for any reason, including non-payment of dues.

Article IV — Divisions

Section 1. Division Name. For the purpose of convenient administration, RSPA will be divided into various Divisions. These Divisions shall individually be known as “The __________Division of the Racquet Sports Professionals Association, Inc.”

Section 2. Present Divisions. RSPA is presently constituted of the following Divisions:

There is also a category of “At Large” membership for those members who are not encompassed by an existing Division. At Large members shall be non-voting.

Section 3. New Divisions. The Executive Committee may create a new Division (but not abolish an existing Division) upon a majority vote. If the creation of a new Division involves the diminution of a presently existing Division, the creation of the new Division must first be approved by a majority of those voting in a referendum of the Division which would be diminished. The referendum shall be called by the Division President within ninety (90) days after the Executive Committee votes to establish the new Division. A Division may also terminate its existence and vote to affiliate with another Division upon a majority vote of those voting in a referendum especially called for that purpose by the Presidents of the two (2) Divisions involved, but wherever a Division votes to terminate its existence, it must also secure the approval of the Executive Committee. No Division may secede from RSPA, and in the event a Division attempts to secede, the President of RSPA may take possession of the Division’s property and hold it as trustee, pending the holding of a new Division election, which will be called by the President of RSPA at the earliest possible date.

Section 4. Sharing of Dues with Divisions. From time to time, the Executive Committee shall determine the percentage of dues received from a Division’s members which shall be returned to the Division by the World Headquarters.

Section 5. Transfer from One Division to Another. A member desiring to transfer from one Division to another shall notify the World Headquarters, which will adjust the membership roster for the old and new Divisions.

Section 6. Division Bylaws. Each Division shall conform its Division Bylaws as much as possible to these national Bylaws. 

Section 7. Power of World Headquarters and Divisions. Whenever any conflict exists between the directives of the Executive Committee or the Board of Directors and the Divisions, the directives of the Executive Committee and Board of Directors shall prevail. The Divisions are administrative units of RSPA and are not separate entities. No Division shall be incorporated or shall otherwise act in regard to any state or governmental agency without the express permission of the World Headquarters. In the event a Division does act in a manner contrary to the directives of the Executive Committee or the Board of Directors, the Board of Directors shall have the power to take the funds and property that had been allocated to the Division and hold these funds and property as trustee, pending a resolution of the conflict with the Division. Whenever in these Bylaws the term “funds and property” of the Division is used, it shall be understood that the “Division’s property” is the property of RSPA and that the “Division’s funds and property” are merely held by the Division on behalf of the Association. RSPA does not surrender at any time its title or interest in the funds or property of the various Divisions.

Section 8. Accountability of Division Treasurer. Each Division Treasurer or Executive Director shall provide financial reports to the World Headquarters accounting for all funds received or disbursed in their Division. Annually, or at more frequent intervals at the discretion of the national Board of Directors, the Division Treasurer or Executive Director will provide an accounting to the CEO/ED and Director of Finance of the RSPA on forms prescribed by the RSPA World Headquarters.

Section 9. Districts or Regions. A Division may organize itself into Districts or Regions for the purpose of more efficient administration.

Article V — Chief Executive Officer
and Executive Director

A person shall be employed by RSPA with the title Chief Executive Officer and Executive Director (hereinafter “CEO/ED”). He or she need not be a member of the Association. He or she shall be named, have such duties, be paid such salary and locate the World Headquarters as from time to time is determined by the Executive Committee upon majority vote. Whenever the term “World Headquarters” is used in these Bylaws, it shall mean the office of the CEO/ED. He or she will be in charge of the World Headquarters of RSPA and run the affairs of the Association on a day by day basis and shall have responsibility for and manage matters that arise in the ordinary course of the business of the Association, including but not limited to personnel decisions, payment of the approved and budgeted expenses,  entering into contracts and agreements that are in the ordinary course of the business of the Association or which have been otherwise approved by the Board of Directors.  The CEO/ED shall report to and be subject to the direction and control of the Board of Directors. The CEO/ED will have a voice, but no vote, at meetings of the Executive Committee and the Board of Directors.

Article VI — Executive Committee

Section 1. Powers of Executive Committee. The RSPA will be managed by the Executive Committee. The Executive Committee will have all powers specifically reserved to it by these Bylaws and such other powers of a general policy-making nature. The Executive Committee may delegate such of its powers as it deems prudent in the management of the affairs of the Association. Should any disagreement exist with any other body within RSPA, such as the Board of Directors, as to the scope of the Executive Committee’s powers, the determination of the Executive Committee shall be final. The Executive Committee shall have the power, which may be exercised at a meeting specifically called or at its annual meeting, to suspend, for cause, the authority of any of the Directors of the Association. “Cause” is defined as grossly improper conduct on the part of a Director.

Section 2. Meetings of the Executive Committee. The Executive Committee shall meet semi-annually at such times as it deems convenient. A quorum shall consist of a majority of the members of the Executive Committee. Special Meetings of the Executive Committee may be called upon the written request of fifty-one percent (51%) of the Executive Committee, to the President of the Association, who, within fourteen (14) days, will thereupon cause notice to be provided to the Executive Committee that it shall meet upon thirty (30) days of receipt of the notice.

An Executive Committee meeting may also be called by a majority vote of the Board of Directors.

Section 3. Membership on Executive Committee. The members of the Executive Committee will consist of the members of the Board of Directors and the President and Regional Vice President, or the Divisional equivalent, of each of the Divisions, and the last three immediate past Presidents. In order to be eligible to serve as the President or Regional Vice President of a Division an individual must, at minimum, be certified as an Elite Professional.  The Division President and Regional Vice President, or the Divisional equivalent, shall be elected by the Divisions prior to the annual Executive Committee meeting which shall be held in either August or September of the year unless otherwise scheduled and designated by the Executive Committee.  All Executive Committee members must be members of the Association at the time of their election and remain a member of the Association in good standing while serving. In the event a Board member ceases to be a member in good standing, that member shall be precluded from voting on Board matters until they have been reinstated in good standing.

Section 4. Voting. Voting in the Executive Committee shall be weighted as follows:

1. Except as in these Bylaws, each Division will have one (1) vote for up to and including one hundred (100) voting members in the Division. For example, a Division with forty (40) members will have one (1) vote, and a Division with one hundred and one (101) members or one hundred and sixty (160) members will have two votes, and a Division with two hundred and forty (240) members will have three (3) votes.
2. In addition, each member of the Board of Directors will have one vote. Prior to the Executive Committee meeting, the CEO/ED will certify to the President the number of paid-up voting members in a Division, as of thirty (30) days prior to the scheduled Executive Committee meeting, and the number of votes to which the Division therefore is entitled.
3. In the event that two (2) delegates from a Division disagree the Division’s votes can be divided into equal halves.

Section 5. Proxies. If any Executive Committee member cannot attend a meeting, they may give a written proxy to the Executive Committee member from their Division who is attending the meeting or give their proxy to any other member of their Division Board of Officers who wishes to attend the meeting and to vote in their place. If neither an Executive Committee member from their Division nor any other Division officer can attend, they may give their proxy to any other member of the Executive Committee who is attending the meeting. A member of the Board of Directors may vote by proxy, given to a Director who is present.

Proxy statements shall be submitted to the CEO/ED prior to the Executive Committee meeting.

Section 6. Procedure at Executive Committee Meeting. The President of the Association shall chair Executive Committee meetings. Roberts’ Rules of Order shall determine questions of procedure if the chair is challenged.

Members of the Association may attend Executive Committee meetings, but shall remain mute, unless the Executive Committee, by majority vote, or the President, declares the meeting to be in Executive Session, in which case members who are not official delegates to the Executive Committee may not attend.

Section 7.  Remote Executive Committee Meeting. When, in the judgment of the Board of Directors of the Association, it is desirable to hold a remote meeting of the Executive Committee, a meeting may be held by electronic means upon ten (10) days’ notice, provided that the members of the Executive Committee can participate by means of a conference telephone or similar communications equipment or by electronic video screen communication.  Participation by such means shall constitute presence in person at a meeting as long as all persons participating in the meeting can hear each other at the same time and each Director can participate, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the Executive Committee.  Except as provided in Articles IV and XIX, a majority vote, weighted in accordance with Article VI, Section 4, of the members of the Executive Committee will be necessary for the adoption of a proposal.

Section 8. Immediate Past Presidents. The last three Immediate Past Presidents (excluding the present Immediate Past President, who is a member of the Board of Directors and is a member of the Executive Committee by virtue thereof) will be members of the Executive Committee. Each shall be entitled to one (1) vote. If, however, any of the last three (3) immediate Past Presidents is a salaried employee of the RSPA, they shall not be a member of the Executive Committee, and only the remaining one or two (or none) of the immediate Past Presidents shall be members of the Executive Committee.

Article VII — Board of Directors

Section 1. Powers of Board of Directors. The Board of Directors shall manage the affairs of the Association between meetings of the Executive Committee. It shall also have the power to interpret the Bylaws and to give direction in cases not provided for therein. It shall meet annually at such times at the call of the President upon ten (10) days’ notice. The Board of Directors shall also meet upon the call of a majority of the Board of Directors, or upon the request of the President. The CEO/ED, shall, within one (1) week of the President’s request, convey the request for meeting of the Board of Directors. Notice of the meeting will conclusively be deemed reasonable if the meeting is scheduled no less than two (2) business days after delivery and the notice permits electronic participation by the members of the Board.

Section 2. Makeup of Board of Directors. The Board of Directors will consist of the President, First Vice President, Immediate Past President and five Vice Presidents. There will also be a Secretary, appointed by the President subject to the approval of the Board. All Directors must be members of the Association at the time of their election and remain a member of the Association while serving. In the event a Board member ceases to be a member in good standing, that member shall be precluded from voting on Board matters until they have been reinstated in good standing. No person elected to a Division or the National Board of Directors may also be an employee or independent contractor (except independent contractors whose sole contract is to provide RSPA Tester services) of a Division or of the Association and any such person must terminate their employment or contract prior to joining the National Board.  In the event that a member of a Division Board of Officers or a Division’s representative to the Executive Committee is elected to the National Board of Directors, that individual shall relinquish their Division position as either the Division’s representative on the National Executive Committee or on the Division Board of Officers or both, if applicable. The President or the remaining members of the Board of Officers of the Division, if the President is disqualified, shall appoint a substitute representative to serve as the Division representative to the Executive Committee and or on the Division Board of Officers to fill the vacancy. The substitute representative or Board member shall serve until the end of the term of the relinquishing representative/board member.

Section 3. Nomination and Election of Board of Directors.  The Board of Directors will be elected biannually by the membership for a two-year term.

1. Nominations will be made by the Nominating Committee, which will propose a complete slate of Directors/Officers, and forward the slate to the CEO/ED.The second year of each biannual term shall be deemed the “election year.” All candidates for the Board must send their applications and supporting materials to become a member of the Board of Directors to the Nominating Committee by February 15^th of an election year.The Nominating Committee shall seek to interview all of the candidates during the spring of the election year.The slate of nominees for Directors/Officers shall be reported by the Nominating Committee to the CEO/ED on or before June 1^st of the election year and communicated to the membership no later than June 15^th of the election year.Members seeking to challenge a nominee proposed by the Nominating Committee must notify the World Headquarters by July 1st of their intention to challenge and must specifically designate whom they are challenging for the Board.In soliciting signatures from the membership, the Membership Nominee must use the official notification process proscribed by the World Headquarters. In order to qualify as a candidate or challenge a candidate nominated by the Nominating Committee, an individual must have applied to be a candidate to the Nominating Committee during the then current election cycle. The challenger must present their credentials confirming that they have secured the “requisite support” from the membership before August 15th of the election year in accordance with the procedures provided by the World Headquarters. Only one (1) nominee per office will be added to those persons nominated by the Nominating Committee and the one name added will have received the greatest number of nominations from the membership (“Membership Nominee”). In order to qualify as a Membership Nominee, the candidate must be endorsed from at least two hundred and fifty (250) members (which shall be deemed the “requisite support”). In the event there is a tie in the number of nominations obtained by the Membership Nominees, the Membership Nominee with the highest number of continuing education credits during the ten (10) year period prior to and through July 1^st of the then current election year, shall be added to the ballot. In the event the Membership Nominees remain tied after counting the number of continuing education credits, the Board shall select the name of the Membership Nominee to be added to the ballot.A Membership Nominee may not run against the person nominated by the Nominating Committee for President or First Vice President.
2. Once the slate and Membership Nominees, if any, has been determined, each candidate shall be permitted to submit a video, subject to the approval of the Nominating Committee, in support of their candidacy which shall be made available to the Membership of the Association.All videos will be prepared utilizing the same production requirements to be promulgated by the World Headquarters.Candidate statements and videos which contain disparaging or false statements against rival candidates are prohibited.

    

3. Members shall cast their votes electronically.In the event a Member cannot cast their vote electronically, the Member may request a paper ballot from the World Headquarters.In the event the candidates receive the same number of votes, the proposed nominee that has the highest number of continuing education credits, as provided in subsection a) above, shall prevail. In the event the nominees remain tied after counting the number of continuing education credits, the nominee presented by the Nominating Committee shall be declared the winner.
4. Any slight variances from the above deadlines or procedures may be authorized by the Board and will be based on reasonableness and fairness to all candidates.

Section 4. Voting Procedure at Board of Directors Meetings. At meetings of the Board of Directors, a quorum shall be a majority of the Board. The meeting will be chaired by the President. Roberts’ Rules of Order will govern proceedings of the Board of Directors meetings if the chair is challenged. Unless otherwise required by these Bylaws, any action by the Board of Directors may be adopted by majority consent of those members present in person or by means of electronic communication which permits all Board members to hear or see the Board action being voted upon.  The President may poll the Board of Directors by telephone but only in cases where time is of the essence and a majority of the Board does not object to the procedure. Letter confirmation of the vote shall subsequently be secured from the Board members by the President.  Any action required or permitted to be taken by the Board of Directors or any Committee thereof may be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action.

Section 5. Final and Initial Board Meetings. The outgoing Board of Directors shall hold its final meeting prior to December 31^st of the last year of their Board term. The newly elected Board of Directors shall hold their initial Board meeting on a date that is after January 1^st of the first year of their Board term.

Section 6. Vacancy in Office. If for any reason an office shall become vacant, except the office of President, dealt with in Article IX B., below, it shall be filled for the remainder of its term by vote of the Board of Directors, taken at a Board meeting. The Board shall have the right to allow the office to remain vacant, in its discretion.

Article VIII — Nominating Committee

Section 1. Nominating Committee. The Nominating Committee will always consist of the Immediate Past President of the Board of Directors and four persons elected by the Executive Committee, one of whom shall be from the prior Nominating Committee, which person shall be Chair of the new Nominating Committee. Except as provided herein, no person on any prior Nominating Committee shall be allowed to serve on future nominating committees, with the exception of the person from the old Nominating Committee who shall be the Chair, or until such time as a period of two complete terms of the Nominating Committee following the end of their previous term. None of the persons on the Nominating Committee may be from the same Division. All persons who are candidates for the new Nominating Committee agree not to be a candidate for election to the Board of Directors in the new election. After the Nominating Committee has proposed a slate of Directors designating them by name and office, it shall forward this slate to the CEO/ED.  The Nominating Committee shall serve until the newly elected Board of Directors is seated and then disband. In the event that a member of the Nominating Committee for any reason cannot serve, their replacement shall be made by the Chair of the Nominating Committee, or if the Chair for any reason cannot serve, the remaining members of the Nominating Committee will select a Chair from their existing members and shall appoint an additional member for the Nominating Committee.

Section 2. Nominating Committee Selection Process.  On or before June 30^th of the year prior to an election year, the World Headquarters will send or provide notice to the members that shall include an application to apply to serve on the Nominating Committee.  Applications from the members to be candidates to serve on the Nominating Committee must be sent and received by the World Headquarters before July 31^st of the year prior to an election year. Applications will be solicited and accepted from every Division (“Division Nominee”).  On or about August 15^th, of the year prior to an election year, the candidate applications from each Division shall be forwarded to each respective Division President and Board Delegate for review and consideration. Each Division President and Delegate must recommend or affirmatively decline to recommend one candidate from the pool of applicants that were submitted. The Division President and Delegate may affirmatively decline to nominate any or all candidates if they consider the applications to not be qualified or in the best interest of the Association.  Each of the Divisions have until August 31^st of the year prior to an election year to send their Division Nominee selection or decision not to submit a candidate to the CEO/ED accompanied by any documentation in support of their decision.  Materials in support of the candidates shall be provided to the Executive Committee for use at the fall meeting.  The Executive Committee may also nominate, select and propose additional candidates to the list for consideration to become members of the Nominating Committee during the fall Executive Directors meeting.  In order for Candidates nominated by the Executive Committee at the fall meeting to qualify to serve on the Nominating Committee, the candidate must meet one of the following criteria:

1. Currently serving on the Executive Committee; or
2. Previously served on the Executive Committee or Board of Directors.

Section 3. Nominating Committee Election.  The Nominating Committee shall be elected by the Executive Committee at the fall conference following the procedures in accordance with the procedures of Article VI, 

Article IX— Director Officers

     The duties of the Director Officers shall be as follows:

1. President. The President shall preside at all meetings, preserve order, appoint all Committees, with the approval of the Board of Directors, not otherwise provided for, and see that the Directors and Committees perform their respective duties. The President shall be an ex-officio member of all National Committees.
2. First Vice President and Treasurer. The First Vice President and Treasurer shall have oversight of the finances of the Association and assist the President in the performance of their duties and shall assist the President in the performance of the President’s duties and shall serve as acting President in the President’s absence or in case of the President’s, disqualification, removal or death. However, in the case of the President’s absence, if the President returns, the President will resume their original position and the First Vice President shall return to their original position, for the remainder of the term.
3. Secretary. The Secretary shall be responsible for the Minutes of the Association and assist the President in the performance of their duties.
4. Immediate Past President. The immediate Past President shall assist the President and other Directors in the performance of their duties.
5. Vice Presidents. The Vice Presidents shall assist the President in the performance of their duties and, in the case of the absence or death of the First Vice President, shall succeed to that office in an order determined upon the vote of the Board of Directors.

Article X — One Office per Person

In no event shall any two of the offices comprising the Board of Directors be filled by the same person, except as specifically provided hereinabove.

Article XI — Indemnification

Directors and Officers of the RSPA shall not be personally liable for monetary damages as a result of any action taken, or failure to act, unless such action or inaction constitutes both: (a) a breach of or failure to perform duties of his or her office under the Non-Profit Corporation, and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness, or unless such liability is imposed pursuant to a criminal statute or for the payment of taxes pursuant to local, state or federal law

Article xii - Fiscal Year

The fiscal year of RSPA shall be from January 1 to December 31 or at a different period if so determined by the Executive Committee.

Article XIII — Sanctioned Events

Members or Divisions of RSPA proposing to hold tournaments or exhibitions are required to obtain a sanction from RSPA if spectators are to be charged an admission fee. Sanction applications may be obtained from the World Headquarters.

Article XIV — Television and other rights

Television, film, radio or other rights to the broadcast or any other reproduction of all sanctioned RSPA events are reserved by RSPA. Such rights pertaining to any other activities of, or in connection with, RSPA are also reserved by RSPA.

Article XV — Public Relations

No member may speak for the Association unless specifically authorized to do so by the Board of Directors. No member may cause to have manufactured any signs, certificates, cards, forms or advertising material and use thereon the name or official crest of RSPA without written authorization of the CEO/ED. No member, for example, may use, or give permission to another to use, their name accompanied by the RSPA name and/or logo, in an endorsement of a product or company, even if it be claimed that the use of the RSPA name and/or logo was for identification purposes, without the consent of the CEO/ED.  No person upon ceasing to be a member of RSPA may advertise himself or herself to be a member of RSPA or as certified or registered by RSPA or any like term which states or implies that the person has been or still is a member in good standing with RSPA.

Article XVI — No Discrimination

The RSPA and its members shall not discriminate against any person on the basis of age, gender, race, ethnicity, creed, religion, sexual orientation, color, physical condition or national origin.

Article XVII — Code of Ethics

The Association expects its members to be of good character, to treat the public honestly and fairly, and to treat their fellow members in the tennis-teaching profession in the same way.  Accordingly:

1. Any complaint against a member of dishonest, unfair dealing, harassment, discrimination, either to the public or to a fellow member, conviction of a felony, acts involving moral turpitude or malicious acts against another member, staff or the public, shall be referred to an Ethics Committee that will be appointed by the President and that will always include general counsel.In its discretion, the Ethics Committee will act on the complaint, which may include attempting to resolve the matter between the parties.The Ethics Committee shall review any allegations of impropriety and determine whether there has been an ethics violation.The Ethics Committee may at its discretion, absolve, censure, suspend, terminate a member or take such other action as it deems appropriate.
2. If one of the parties presenting or defending against the claim of an ethical violation or misconduct seeks to appeal the ruling of the Ethics Committee, the Ethics Committee, in its sole discretion, may refer the matter to the Board of Directors, which, after due consideration, will have the power to expel the member or to determine any lesser punishment. The determination of the Board shall be final and binding on all parties involved.
3. Any member who is convicted of a serious crime or who has committed acts involving moral turpitude, as determined by the Board of Directors, will be subject to immediate expulsion from the Association.

Article XVIII — Dissolution of RSPA

Upon the dissolution of RSPA, by determination of the Executive Committee, the net assets, including those of all Divisions, remaining as property of RSPA, shall be given to a not-for-profit tax-exempt institution, whose purposes are generally in the same area and along the same lines as the purposes of RSPA.

Article XIX — Amendments to Bylaws

Section 1. Amendments Procedure. Amendments to the Bylaws may only be adopted in accordance with the provisions of this Article XIX at an Executive Committee meeting, provided notice of the proposed amendment is provided to the members no less than ten (10) days nor more than one hundred and twenty (120) days prior to the Executive Committee meeting. Proposed amendments may be adopted by a two-thirds (2/3) vote of those Executive Committee Members present and provided the proposed amendment receives the support of at least fifty percent (50%) of the Divisions entitled to vote thereon, either in person or by proxy, at the meeting.

         Amendments by the Divisions may be proposed by one of the following alternative methods:

1. First, the Division shall have a Division general membership meeting, or a portion of a Division meeting devoted to proposed amendments of the Bylaws. Any Division member may submit a proposed amendment to the Bylaws to the Division President; or
2. Second, the Division proposing the amendment shall request and National shall provide notice of the proposed amendments (the “Notice of Amendment”) to all of the Members of the Division. In the Notice of Amendment, each member of the Division shall be provided the opportunity to vote upon the proposed amendment(s). The results of the vote will be tabulated by the Division Board of Directors.Only those amendments that receive the favorable vote from two-thirds (2/3) of the Division members casting their votes pursuant to the Notice of Amendment, shall be submitted by the Division President to the CEO/ED.The proposed amendment must be submitted to the CEO/ED at least ninety (90) days prior to the next scheduled Executive Committee meeting.
3. The CEO/ED will submit the proposed amendment submitted in accordance with either of the First or Second subparagraphs above, to counsel and the Board of Directors. Counsel will render an opinion as to the legality of a proposed amendment. Notice of proposed amendments, with counsel’s opinion, along with the opinion of counsel from the sponsoring Division if it differs from that of the Association’s counsel, will be sent to the Executive Committee by the CEO/ED at least sixty (60) days prior to the Executive Committee meeting. Thereafter, the proposed amendments will be submitted to the Executive Committee for its determination. In order to pass, a proposed amendment must secure the vote of two-thirds (2/3) of those voting and provided the proposed amendment receives the support of at least fifty percent (50%) of the Divisions entitled to vote thereon, at the meeting., either in person or by proxy.

Section 2. Board of Directors Proposed Amendments. The Board of Directors may propose amendments to the Bylaws. Any such proposed amendment shall be submitted to the CEO/ED. The proposal will then be sent to the Executive Committee and will be voted upon by the Executive Committee as set forth in Article XIX, Section 1 above.

Section 3. Effective Date of Amendments. Except as provided herein, all amendments to the Bylaws shall become effective when adopted or at the time specified in the amendment resolution. No amendment that changes the voting rights or nominating procedures of the Association can become effective until after one full election cycle has elapsed.

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