Association By-Laws

BYLAWS OF THE CORPORATE RESPONSIBILITY ASSOCIATION (CRA)

ARTICLE I

NAME, OFFICE, AND PURPOSE

SECTION 1. NAME. The name of the association shall be the Corporate Responsibility Association, hereinafter “the CRA” or “the Association.”

SECTION 2. OFFICE. The principal office of the CRA shall be determined by the Executive Director. Additional offices may be located in such other places as may be determined from time to time by the Executive Director.

SECTION 3. PURPOSE. The objectives and purpose of the CRA shall be as follows:

  1. a) To build and grow the leading professional association of corporate practitioners, service providers and non-profit and governmental influencers concerned with enhancing the status and practice of corporate responsibility, including but not limited to governance, risk and compliance (GRC) corporate social responsibility (CSR), environmental and corporate sustainability, and philanthropy.
  1. b) To support programs, events, and publications to enhance the status and practice of corporate responsibility and advance the professional expertise of CRA members.

ARTICLE II

CHAPTERS

SECTION 1. CRA CHAPTERS.

The Board of Governors may establish from time to time such regional, state, or local chapters as it deems necessary.

SECTION 2. ORGANIZATIONAL RELATIONSHIP

To be recognized by the CRA, a Chapter must enter into a Memorandum of Understanding with the CRA and have it approved by the Board of Governors. Chapters are part of the CRA and each shall operate in a manner consistent with such bylaws as they may establish and the applicable provisions of these bylaws.

ARTICLE III

MEMBERS OF THE CRA

 

SECTION 1. MEMBERSHIP. The CRA shall have the following members.

  1. a) CORPORATE PRACTITIONER.Professionals actively involved in overseeing the corporate responsibility functions for their organizations.
  1. b) SERVICE PROVIDER. Businesses that provide goods and/or services related to the corporate responsibility field.
  1. c) A member of the academic community, government, or non-governmental organization active in the field of corporate responsibility.

SECTION 2. RIGHTS AND DUTIES. All current, active members of the Association have the following rights and duties.

  1. a) All current, active members of the Association may vote in elections called by the Board of Governors.
  1. b) PARTICIPATE ON BOARD OF GOVERNORS, COMMITTEES, AND INTEREST GROUPS.All current, active members of the Association may stand for election and/or be appointed to serve on the Board of Governors, on Committees, and in Interest Groups as designated by the Board of Governors as applicable.
  1. c) CODE OF CONDUCT.All current, active members of the Association agree to abide by the Association’s code of conduct as adopted and amended by the Board of Governors.

SECTION 3. TERMINATION OF MEMBERSHIP. Membership shall terminate upon (a) resignation of the member, (b) for non-payment of dues within thirty (30) days after the date upon which they are due, or (c) subject to a determination of the Board of Governors, for violation of the CRA Code of Conduct or other CRA policies and procedures. For termination under (c), written notice shall be sent to the member charged with such violations, which notice shall specify the reasons for the proposed termination. In accordance with procedures adopted by the Board, the member shall be given an opportunity to respond and provide information on his or her behalf to the Board prior to its vote to terminate. The Board’s decision is final and not subject to appeal.

SECTION 4. DUES. All dues shall be established by the Executive Director subject to annual review and approval of the Board of Governors and paid directly to the CRA c/o SharedXpertise Forums. All dues are due upon receipt. Any dues not paid within 30-days are subject to an administrative processing fee of 10% and/or termination of membership as specified in Section 3 above.

SECTION 5. MEMBERSHIP CERTIFICATES. The CRA shall not issue membership certificates.

SECTION 6. MEMBERSHIP AGREEMENT. The terms of membership shall be disclosed in a membership agreement as contained in Exhibit I.

ARTICLE IV

BOARD OF GOVERNORS

SECTION 1. POWERS OF THE BOARD OF GOVERNORS. The Board of Governors is the governing body of the CRA through which members exercise rights on behalf of CRA members.

  1. a) The powers of the Board of Governors include:

1) Elect officers and members of the Board of Governors;

2) Ratify amendments to the Bylaws of the CRA as may be submitted to the Board of Governors by the Executive Committee;

3) Participate as members and presiding officers of the Standing Committees;

4) Adopt resolutions and policy statements representing the position of the CRA;

5) Prescribe duties and responsibilities of the Officers of the CRA not otherwise stated in these Bylaws; and

6) Consider other matters properly coming before the Board of Governors.

SECTION 2. MEETINGS OF THE BOARD OF GOVERNORS.

  1. a) REGULAR MEETINGS.Regular meetings of the Board of Governors shall be held in conjunction with the regularly scheduled CRO Conferences and without any notice other than these Bylaws.
  1. b) SPECIAL MEETINGS.The Chairperson and the Executive Director shall each have the authority to call special meetings of the Board. A special meeting may also be called Governors other than the Chairperson or Executive Director upon written request specifying the general nature of the business proposed to be transacted signed by at least twenty percent (20%) of the total number of Governors.
  1. c) NOTICE OF MEETING.Written notice of each meeting stating the date, time, place, and the purpose for which the meeting is called shall be delivered either personally or via electronic communication (e.g., email) to each Governor not less than thirty (30) days and not more than sixty (30) days before the date of such meeting.
  1. d) QUORUM AND ADJOURNMENT. Fifty percent (50%) of the Governors shall constitute a quorum for the transaction of business at a regular or special meeting of the Board of Governors. The establishment of a quorum shall be at such time as the meeting is called to order and the Chairperson and/or Executive Director take a roll call of members present. The members present may continue to transact business during a meeting at which a quorum is initially present notwithstanding the withdrawal of enough members to leave less than a quorum. Any Board of Governors meeting, whether or not a quorum is present, may be adjourned from time to time by the Chairperson and/or by a majority vote of the Governors. In the absence of a quorum, no other business may be transacted at that meeting, except as provided in this article.
  1. e) Governors shall not be permitted to vote or act by proxy external to their own organization. A secret ballot shall be taken when two (2) or more members are being considered for a particular officer position.
  1. f) MEMBER ACTION UPON WRITTEN CONSENT. Any action which may be taken by the Board of Governors at a duly called meeting of the Board of Governors may be taken without a meeting upon written consent, including but not limited to email, of a majority of the Governors.
  1. g) MANNER OF ACTING. A vote of a majority of the Governors present at any meeting at which a quorum is present shall be the act of the Board of Governors unless the vote of a greater number is required by law or by these Bylaws.

SECTION 3. NUMBER, TENURE, AND QUALIFICATIONS.

  1. a) The Board of Governors shall have not less than twelve (12) or more than nineteen (19) voting members, who shall be unrelated persons. The exact number within the specific limits shall be fixed by the Board of Governors. To be qualified to serve as a Governor, a person must be current, active member and have been a member for at least twelve (12) months preceding his/her election and current dues must be paid, except as provided in Sections 3(b) and 3(e) immediately below.
  1. b) The entity purchasing the membership is the designated member. For individuals, the individual natural person holds the membership. For organizations, the organization holds the membership and may appoint an individual natural person to represent the organization on the Board of Governors. Should an individual natural person representing an organization cease to be the appointed representative, the organization may appoint a replacement without further action from the Board of Governors. Such appointment must be delivered in writing to the Executive Director not less than 30 days prior to the next meeting of the Board of Governors. If the appointed natural person from an organization cannot attend they may designate an alternate to attend in their place. Such appointment must be delivered in writing to the Executive Director not less than 30 days prior to the next meeting of the Board of Governors.
  1. c) One of the existing seats on the CRA Board of Governors will be reserved for the Executive Director appointed by SharedXpertise and one of the existing seats will be reserved for the Publisher of CRO Magazine. Both of these members will serve as full members of the board and will be subject to all the same terms and conditions applicable to members of the Board of Governors.
  1. d) Governors shall be elected by the members of the CRA in accordance with these Bylaws, except for certain vacancies as provided in Section 12 of this Article IV. Each Governor shall hold office from the end of the fall meeting of the board at which he or she was elected until a successor shall have been elected. A person may serve on the Board of Governors for a period not to exceed six (6) consecutive years.
  1. e) Service on the Board as an Officer shall not be counted toward the maximum number of consecutive years. If such service occurs during or after serving as a Governor and is followed immediately by additional service as a Governor, thee total period served as a Governor shall not exceed the limit established in Section 3(c) above.
  1. f) Officers serve on the Board of Governors during their elected terms. In addition, the immediate past Chair (Chair-Emeritus) shall serve on the Board of Governors with a vote. Any remaining Chairpersons Emeriti may participate in the Board of Governors’ activities as Emeritus Governors, without a vote. Also, the Chairs of any Standing Committees who is not a Governor may serve as ex-officio members of the Board without a vote.

SECTION 4. ELECTION OF GOVERNORS. Except for the initial founding board, the Board of Governors of the CRA shall be elected annually by the current paid members prior to the fall meeting of the Board of Governors, following submission to the Board by the Executive Committee in the notice of the meeting of a slate of Governors nominated by the Nominating Committee.

For the initial founding board, commencing in 2010, 1/3 of the sitting Governors will stand for election. In 2011 an additional 1/3 will stand for election and in 2012 the remaining 1/3 will stand for election. All elections will be held in accordance with the applicable sections of these bylaws.

The Executive Committee will establish a procedure for voting via electronic ballot or similar form and issue a notice to all members of the procedure and the pending election not less than thirty (30) days prior to the election. Notices of election will be posted on the CRA Web site, via email, and/or similar appropriate media to each current registered member.

SECTION 5. REMOVAL. A majority of the voting Governors may remove any Governor at any meeting at which a quorum is present.

SECTION 6. TERM OF OFFICE. Governors shall serve staggered terms with one-third of the Governors standing for election each year. Except for the initial election of Governors or to fill vacant unexpired terms or special terms of service, each Governor shall be elected to serve a term of two years. Terms of office shall begin on the last day of the fall meeting of the year of election unless another starting date is approved as part of the election voting prescribed in the nominating notice, however such alternative starting date shall not be more than two months before or after the last day of the fall meeting of such year of election.

SECTION 7. PARTICIPATION IN MEETINGS BY TELEPHONE. Governors may participate in a meeting of the Board of Governors by telephone or similar communication system as long as all persons participating in the meeting can hear each other simultaneously. It is incumbent upon Governors participating remotely to inform the Executive Director at least 30 days prior to the meeting date.

SECTION 8. VACANCIES.

  1. a) Any vacancy occurring on the Board of Governors shall be filled at the next regularly scheduled meeting of the Board of Governors by a vote of the Voting Members present. The Board of Governors may elect an interim Governor(s) to fill any vacancy on the Board of Governors but such an election shall not interfere with the Voting Members’ power to elect the replacement Governor at the next regularly scheduled meeting of the Board of Governors.
  1. b) A vacancy or vacancies on the Board of Governors shall be deemed to exist on the occurrence of any of the following:

1) the death, resignation, or removal of a Governor, except as provided in Section 3(b) immediately above;

2) the cessation of operations, bankruptcy, or change of control of an organizational member;

3) the declaration by resolution of the Board of Governors that a Governor has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under applicable state law;

4) an increase in the authorized number of Governors;

5) the failure of the Voting Members at any meeting to elect the proper number of Governors scheduled to be elected at such meeting;

6) the failure of a Governor to attend at least two (2) of the regular meetings of the Board of Governors;

7) violation of the Code of Conduct;

8) the vote of a majority of the Voting Members to remove a Governor; or

9) the failure of a Governor to pay annual dues.

SECTION 9. RESIGNATION. Except as provided in this paragraph, any Governor may resign, which resignation shall be effective on giving written notice to the Chairperson, the Secretary, or the Board of Governors, unless the notice specifies a later time for the resignation to become effective. If the resignation of a Governor is effective at a future time, the Board of Governors may elect a successor to take office as of the date when the resignation becomes effective as provided by these Bylaws.

SECTION 10. COMPENSATION. Governors shall not receive compensation for their services as Governors. Nothing herein shall be construed to preclude any Governor from serving the CRA in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefore or from receiving reimbursement for reasonable expenses as may be fixed or determined by the Board of Governors.

SECTION 11. NO INTEREST IN ASSETS. The assets of the CRA are owned by SharedXpertise. Upon dissolution or change of control of SharedXpertise, no Governor shall possess any right or interest in or to any property owned or held by CRA or SharedXpertise. After paying or adequately providing for its debts and obligations, SharedXpertise may dispose of the remaining property.

ARTICLE V

OFFICERS

SECTION 1. OFFICERS. The officers of CRA shall be a Chairperson, a Chairperson-Elect, an Immediate Chairperson-Emeritus, an Executive Director, a Secretary, a Treasurer, and such other Officers as may be elected to offices created by the Board of Governors. No person may hold two (2) or more offices at the same time. The Officers specified in this section shall be members of the Board of Governors during their terms.

SECTION 2. QUALIFICATIONS, ELECTION, AND TERM OF OFFICE. The Officers of the CRA with the exceptions of the Executive Director, Chairperson-Elect, and Immediate Chairperson-Emeritus, shall be elected every two years by the Voting Members at the fall meeting of the Board of Governors, following submission to the Board of Governors in the notice of the meeting of a slate of Officers nominated by the Nominating Committee. To stand for election as an officer an individual must have served at lease one year as a Governor. For the office of Chairperson, the Chairperson-elect shall automatically become Chairperson unless removed as a Governor as provided by these Bylaws. In addition to the slate of Officers nominated by the Nominating Committee, any Governor may nominate a qualified Voting Member for the position of an Officer from the floor.

The initial founding chairperson will serve for three full years. The first election of a chairperson-elect will take place at the fall meeting in 2010.

Officers so elected, excepting the Chairperson-Elect, Immediate Chairperson-Emeritus, and the Executive Director, shall serve for two (2) years beginning on the last day of the fall meeting of the year of election, unless another starting date is approved as part of the election voting prescribed in the nominating notice, however, such alternative starting date shall not be more than two months before or after the last day of the fall meeting of such year of election.

For the office of Chairperson-Elect, the Nominating Committee shall give preference to members of the Board of Governors who have served for two (2) or more years as Governors. The Board of Governors will elect a Chairperson-Elect in the second year of the term of a sitting Chairperson. The Chairperson-Elect will serve one year and succeed the Chairperson unless otherwise removed by the Board of Governors as provided for in these Bylaws.

For the office of Immediate Chairperson-Emeritus, the outgoing Chairperson will automatically become the Immediate Chairperson-Emeritus upon the expiry of his/her term as Chairperson. He/she shall serve for a term of one year unless otherwise removed by the Board of Governors as provided for in these Bylaws.

SECTION 3. COMPENSATION. Officers shall serve without compensation. The Executive Director, appointed by SharedXpertise, will be compensated by SharedXpertise. Nothing herein shall be construed to preclude any Officer from serving the CRA in any other capacity as an agent, employee, or otherwise, and receiving compensation therefore or from receiving reimbursement for reasonable expenses as may be fixed or determined by resolution of the Board of Governors.

SECTION 4. REMOVAL. Subject to the right, if any, of an Officer under any contract of employment, any Officer, with the exception of the Executive Director, may be removed by the Board of Directors whenever in its judgment the best interests of the CRA would be served thereby or by a majority vote of the Voting Members. The Board of Governors may declare an office vacant if an Officer does not accept the office in writing or by attending the first Board of Governors meeting after notice of his/her election.

SECTION 5. RESIGNATION. Any Officer may resign at any time by giving written notice to the Executive Committee. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in such notice. The acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the CRA under any contract to which the Officer is a party.

SECTION 6. CHAIRPERSON. The Chairperson shall, if present, preside at all meetings of the Executive Committee and Board of Governors. The Chairperson shall have general oversight of the business of the CRA.

SECTION 7. CHAIRPERSON-ELECT AND IMMEDIATE CHAIRPERSON EMERITUS. In the absence or disability of the Chairperson, the Chairperson-Elect or the Immediate Chairperson Emeritus shall perform all the duties of the Chairperson, and when so acting shall have all the powers of and be subject to all the restrictions upon, the Chairperson.

SECTION 8. SECRETARY. The Secretary shall be responsible for the mailing of notices and see to the proper recording of the proceedings of meeting of the Board of Governors.

SECTION 9. TREASURER. The Treasurer shall be responsible for the CRA’s funds and financial records. He or she shall oversee the collection and reporting of all income and expenditures and shall establish or cause to establish proper accounting procedures for the handling of the CRA’s funds in banks selected by SharedXpertise. At the end of each fiscal year, the Treasurer shall prepare or cause to be prepared, an annual report which shall, if required by the Board of Governors, be reviewed by a certified public accountant. At the expiration of the Treasurer’s term of office, or upon removal, the Treasurer shall immediately deliver to the person designated by the Chairperson, all books, money, and other property of the CRA in his/her charge.

SECTION 10. EXECUTIVE DIRECTOR. The Executive Director shall be responsible for the day-to-day operations of the CRA. He or she shall directly supervise the operations of the CRA, set the amount of dues and meeting fees for members of the CRA and the Board of Governors, develop an annual financial budget, produce quarterly financial reports, and determine authorized signers of checks and drafts. Except as otherwise specifically determined by the Board of Governors, or as otherwise required by these Bylaws, promissory notes, orders for the payment of money, and other evidence of indebtedness of the CRA may be signed by the Executive Director. The Executive Director shall report on the financial condition of the CRA at meetings of the Board of Governors and at other times when called upon by the Chairperson. All checks and drafts shall be signed by the Executive Director or his/her designee who have been approved by a majority vote of the Board of Governors.

SECTION 11. VACANCIES. All vacancies in Officer positions, except for the office of Executive Director, shall be filled to serve the balance of the unexpired term(s) by the Board of Governors at its next regular or special meeting. A vacancy in the office of Executive Director shall be filled by SharedXpertise. In the event of a vacancy in the office of Chairperson occurs, the Chairperson Elect or Immediate Chairperson-Emeritus shall serve as Chairperson. In the event of a vacancy in both the office of Chairperson and Chairperson-Elect occurs simultaneously, until such time as such vacancies are filled by the Board of Governors, the Secretary shall serve as Chairperson.

ARTICLE VI

EXECUTIVE STAFF

 

SECTION 1. EXECUTIVE STAFF. In order to further the purposes of the CRA, SharedXpertise will provide staff and secure an office.

SECTION 2. POLICY DECISIONS. Policy decisions relating to the official mission and objectives of the CRA shall be made by the Board of Governors. Decisions regarding staff employment, location of office, and office space shall be made by SharedXpertise.

SECTION 3. ANNUAL BUDGET. The annual budget of the CRA shall be prepared by the Executive Staff under the direction of the Executive Director and Treasurer for use by the Board of the CRA in development of a budget to be adopted by the Board of Governors at its annual meeting. The Executive Director will provide written progress reports on the budget no less frequently than quarterly.

SECTION 4. INSURANCE. The Executive Director shall, subject to approval by the Board of Governors, cause the CRA to maintain reasonable limits of general business liability and directors and officers insurance.

 

 

ARTICLE VII

EXECUTIVE COMMITTEE

SECTION 1. COMPOSITION OF THE EXECUTIVE COMMITTEE. The Executive Committee shall be composed of the Chairperson, who shall serve as the presiding officer of this committee, Chairperson Elect or Immediate Chairperson Emeritus, Secretary, Treasurer, and Executive Director.

SECTION 2. POWERS OF THE EXECUTIVE COMMITTEE. Powers of the Executive Committee shall include the following:

  1. a) To make recommendations to the Board of Governors;
  1. b) To make interim decisions, in strict accordance with formal operating policy and procedural resolutions as may be enacted by the Board of Governors from time to time until such time as the Board takes action.

SECTION 3. MANNER OF MAKING RECOMMENDATIONS OR INTERIM DECISIONS. The Executive Committee may make its decisions or recommendations either by meeting or telephone conference where a majority of the Executive Committee approves the action or by written consent, including email, of all the members of the Executive Committee.

ARTICLE VII

COMMITTEES

SECTION 1. COMMITTEES OF THE CRA. The Board of Governors shall establish committees, including additional Standing Committees, Special Interest Groups, Ad Hoc Committees, and Work Groups. The CRA Chairperson appoints chairs of the Committees or Interest Groups, unless otherwise provided by these Bylaws.

CRA Committees are established to pursue specific goals of the Association, while Interest Groups are tasked with achieving specific goals of professional segments under the rubric of Corporate Responsibility. All Committee and Interest Group Members shall act on behalf of the CRA membership and the Association’s mission of enhancing the professional standing of the profession of Corporate Responsibility – GRC, CSR, Sustainability, EH&S, Philanthropy.

SECTION 2. TENURE AND QUALIFICATIONS. All committee and interest group chairpersons serve at the pleasure of the CRA chairperson. Any current member may serve as Chair or Co-Chair or member of a Committee or Interest Group and/or be appointed by the Chairperson to chair an Ad Hoc Committee or Work Group. There is no limitation to the number of committees or work groups a member may serve on. Members who miss two or more meetings per year may be removed from the committee by a majority of the other committee members. Such removal shall not affect the members standing in any other capacity.

SECTION 3. STANDING COMMITTEES. The Board of Governors shall establish Standing Committees (as differentiated from the regular Committees and Interest Groups of the CRA), each of which shall consist of one or more members of the Board of Governors and no less than two additional members and shall be chaired by a Governor designated by the CRA Chairperson. The Standing Committees shall be a Membership Committee, a Nominating Committee and a Budget & Finance Committee.

SECTION 4. NOMINATING COMMITTEE. The Nominating Committee shall consist of the Immediate Chairperson Emeritus as presiding officer and at least two Governors appointed by the CRA Chairperson.

SECTION 5. MEMBERSHIP COMMITTEE. The Membership Committee shall be chaired by a Governor and to the extent possible, shall include Governors and members who are appointed by the Chairperson. The Membership Committee shall be responsible for recommendations for promoting membership in the CRA in accordance with policies adopted from time to time by the Board of Governors.

SECTION 6. BUDGET & FINANCE COMMITTEE. The Budget & Finance Committee shall be presided over by a Governor appointed by the CRA Chairperson and consist of at least two additional Governors. The Budget & Finance Committee shall be responsible for development of the budget to be presented to the Board of Governors and for long-term financial planning.

SECTION 7. CORPORATE CITIZENSHIP COMMITTEE. The Corporate Citizenship Committee shall be presided over by a Governor appointed the CRA Chairperson and consist of at least two additional CRA members. The Corporate Citizenship Committee monitors evolving trends in measuring corporate citizenship, identifies and recommends improvements, and in coordination withCRO Magazine staff, updates the methodology used to compile CRO Magazine’s 100 Best Corporate Citizens List and its related lists.

SECTION 8. EVENTS & LEARNING COMMITTEE. The Events and Learning Committee shall be presided over by a Governor appointed by the CRA Chairperson and consist of at least two additional CRA members. The Events and Learning Committee shall advise the SharedXpertise staff on the agenda for the CRO Conferences and any additional events or educational programs for CRA members.

SECTION 9. PUBLIC POLICY COMMITTEE. The Public Policy Committee shall be presided over by a Governor appointed by the CRA Chairperson and consist of at least two additional CRA members. The Public Policy Committee shall be responsible for developing and recommending to the Board of Governors the CRA’s position on legislation and other public policy affecting the practice of corporate responsibility. The Committee shall, within the policies adopted by the Board of Governors, advise the Executive Staff in dealing with the executive, legislative, and judicial branches of international, national, regional, and local governing bodies, including but not limited to the US Presidential Administration and its agencies and departments; the US Congress and its committees and members; and the US federal courts and their presiding judges.

SECTION 10. RESEARCH & STANDARDS. The Research & Standards Committee shall be presided over by a Governor appointed by the CRA Chairperson and consist of at least two additional CRA members. The Research & Standards Committee shall be responsible for establishing and administering a standards-setting process, the development of standards and practices for members, and accrediting members on compliance with any adopted standards and practices. The Committee shall also be responsible for establishing a research agenda for the CRA and overseeing the maintenance of a body of knowledge accessible to all members.

SECTION 11. AD HOC COMMITTEES AND WORK GROUPS. Advisory Ad Hoc Committees and Work Groups for specific purposes or activities shall be designated by resolution of the Board of Governors. Any member may serve on such committees and work groups unless otherwise specified by the Board of Governors or as provided by these Bylaws. The presiding officers and members of such committees are appointed and may be removed by the Chairperson.

SECTION 12. MEETINGS AND ACTIONS OF COMMITTEES. Meetings of committees shall be held at a time and place designated by the presiding officer of the respective committee. Reasonable advance notice of any committee meeting shall be provided to all committee members and to the Board of Governors if the meeting is to be held during any regular meeting of the Board of Governors. Except for special committees, action by any committee shall be by a majority vote of the committee’s members at a duly called meeting of the committee. Meetings may take place in person or by telephone.

ARTICLE IX

FISCAL YEAR

The fiscal year of the CRA shall be the calendar year.

ARTICLE X

BOOKS AND RECORDS

SharedXpertise shall keep at its principal office, correct and complete books and records of account of the CRA; written minutes of the proceedings of its meetings, the original or a copy of the Bylaws as amended to date, and a record giving the names and addresses of all current members and the class of membership held by each member along with the date and manner of any membership that has been terminated. All books and records of the CRA may be inspected by any member, his/her agent or attorney, at any reasonable time and for any reasonable purpose, where such member has provided a written request to the CRA.

ARTICLE XI

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Board of Governors, written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated herein, which is made a part of the minutes, shall be deemed equivalent to the giving of such notice.

ARTICLE XII

ANNUAL REPORTS

Not later than one hundred twenty (120) days after the close of the CRA’s fiscal year, the Board of Governors shall cause to be sent to the members an annual report an annual statement of activities.

ARTICLE XIII

EXECUTION OF INSTRUMENTS

The Executive Director, except as otherwise expressly provided by these Bylaws, may enter into any contract and deliver any instrument in the name of and on behalf of the CRA and such authority may be general or confined to specific instances.

ARTICLE XIV

CONSTRUCTION AND DEFINITIONS

As used by these Bylaws, the male gender includes the female and neuter, the singular includes the plural, and vice versa; and the term “person” includes both organizations and a natural person.

ARTICLE XV

AMENDMENTS TO BYLAWS

Subject to ratification by the Board of Governors, new Bylaws may be adopted, or these Bylaws may be amended or repealed, by a two-thirds (2/3) vote of the Board of Governors present at any duly called meeting of the Board of Governors at which a quorum is present. No Bylaws adoption, amendment, or repeal by the Board of Governors shall be effective until ratifies by a two-thirds (2/3) vote of the members present at a duly called meeting of the General Membership at which a quorum is present. A copy of the proposed amendment of new Bylaw shall be included in a notice of meeting given to each Governor within thirty-five (35) days in advance of the meeting.

ARTICLE XVI

CONFLICT OF INTEREST

The CRO Association will be managed by SharedXpertise in such a way as to avoid conflicts of commercial and membership interest with other assets of SharedXpertise, including but not limited to CRO Magazine, TheCRO.com, and the CRO Conferences. CRO Association finances will be reported to the Board as separate from non-Association operations, and adequate steps will be taken by SharedXpertise to protect the CRO Association operations, members, and brand from activities or involvements unbecoming the mission, meaning and membership of the CRO Association. While CRO Magazine, TheCRO.com and CRO Conferences can be used by the CRO Association as its official media, any materials appearing in the official media bearing the CRA logo, Board statements or Board endorsement must be approved by the Board in advance. Disclaimers acknowledging CRA’s separate governance structure from CRO Magazine, TheCRO.com and CRO Conferences must appear regularly. Claims of violations of appropriate governance practices must be brought immediately to the attention of the Chairperson of the Board of Governors and the Executive Director, who will jointly investigate the claims and whose joint responsibility it is to escalate bona fide claims to the full Board for action.