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Section 1.  The name of this organization shall be the WASHINGTON METROPOLITAN CHAPTER OF CERTIFIED FRAUD EXAMINERS (referred to as “the Chapter”).

Section 2.  The 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”).

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.     



Purpose and Objectives

Section 1.  The primary purpose of the Chapter is to promote improved fraud detection and deterrence through expansion of knowledge and interaction of its members in this professional association.

Section 2.  The Chapter is a not-for-profit, incorporated entity in the District of Columbia.



Section 1.  Eligibility Chapter members primarily are Certified Fraud Examiners (CFEs), as designated by the Association.  Only members in good standing may vote or hold office. 

Section 2.  Associate Members Individuals who are not CFEs may become associate members of the Chapter, by payment of full Chapter dues.  Associate Members may vote and hold office. 

Section 3.  Student MembersStudents, enrolled on a full-time basis in an accredited college or university, may join the Chapter.  Student Members will be non-voting members and not eligible to hold office.  They will pay one-half the annual Chapter dues and will be eligible for discounts to Chapter-sponsored training and other events, as determined by the Board of Directors.

Section 4.  Transfer of MembershipIndividual membership in this Chapter may be transferred to or from another chapter, subject to the rules and regulations of both chapters.

Section 5.  ResignationA member may resign at any time, but such resignation 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 a prorated share or other share of the assets of the Chapter.  All resignations should be in writing. 

Section 6.  Non-payment of Dues and Other Chapter Obligations Membership is evidenced by the payment of dues.  Chapter membership will be terminated when payment of the Chapter dues has not been received by the Treasurer before the end of sixty (60) calendar days subsequent to the close of the dues billing cycle.  Members who have been terminated may reapply for membership only upon payment of all lapsed and current dues and other outstanding Chapter obligations. 

Section 7.  Disciplinary Actions Involving Members (1) In addition to termination of membership for non-payment of dues, other disciplinary actions, including expulsion of members from the Chapter, may be undertaken if warranted.  Actions that may warrant disciplinary action by the Chapter include illegal acts, misconduct, or other actions detrimental to the Chapter’s best interests.  The Chapter President shall receive all charges or allegations against any member, and shall submit to the Board of Directors such charges or allegations, along with his/her comments and relevant information concerning the matter. (2)  After receiving charges or allegations that may warrant disciplinary action, the Board of Directors will appoint a Professional Ethics and Responsibility Committee.  The Committee will initiate an inquiry to review the facts and circumstances surrounding the charges or allegations. In conducting its inquiry, the Committee will follow the protocol described below. (3) The Committee will notify the affected member by registered mail of the following: (a)    The existence of the allegations or charges.(b)   The nature of the Committee’s inquiry into the allegations or charges.(c)    That there is a presumption of innocence, until the process has been completed, and the Committee will apply due process, as defined in these bylaws, throughout its inquiry.  Accordingly, the letter will inform the member of his/her opportunity to submit supporting documentation in defense of the allegations or charges. (4) The Committee will furnish the Board the results of its inquiry, which will include either a recommendation of exoneration (i.e., charges were not substantiated), or which will provide findings that clearly show that the allegations or charges were substantiated.  After receiving the Committee’s results, the Board will convene a special session to render a decision. (5) At the meeting, the Board will determine its actions and record the results in minutes that will be sealed.  Depending on the facts and circumstances, various actions may be taken. (a)    In all cases where the accused member is exonerated, due to unfounded allegations or charges, the Board will immediately notify the member and take no further action. (b)   In cases where the allegations or charges were substantiated, but the Board determines that the facts and/or circumstances do not warrant  disciplinary action, the Board will ensure that a full and complete written explanation is provided to the accused member.  The member will be informed that, while an allegation or charge was substantiated, no disciplinary action will be taken, along with the reasons for the Board’s decision. (c)    If the Board determines the need for disciplinary action, including expulsion, they will notify the member by registered mail of the findings and proposed action(s).  In all cases, the notice shall state the reasons for the action and give the member at least thirty (30) calendar days to respond.  No member will be disciplined or expelled until he/she has an opportunity to respond to the charges, including a full hearing (if requested) before a quorum of the Board.  If the member does not respond to the notification letter within 30 days, the action will become final.  Any decision to expel a member is not final until it has been submitted to, and approved by, the Board of Regents of the Association 

Section 8.  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 CFE, Associate Member, or Student Member. 


Limitations of Liability

Section 1.  Chapter Liability The Chapter shall be fully and solely responsible for its own legal and financial affairs, and shall hold harmless the Association, by reason of its affiliation, from lawsuits, damages, other expenses, or liabilities which may arise out of the activities of the Chapter.

Section 2.  Association or Corporation LiabilityThe Chapter shall not be responsible or liable for any lawsuits, damages, other expenses, or liabilities which may arise out of the activities of the Association or the Corporation.

Section 3.  Non-liability of Chapter The Board of Directors and other Officers of the Chapter shall not be personally liable for the debts, liabilities, or other obligations of the Chapter. 

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 6.  Indemnification The Board of Directors and other Officers of the Chapter shall be indemnified by the Chapter for any action taken within the scope and authority of their position(s), as long as the action was in furtherance of Chapter goals, and there are no legitimate reasons for disallowing such indemnification.



Section 1.  Fiscal Year The fiscal year for the Chapter shall be from July 1 through June 30.

Section 2.  Chapter Dues(a)  Chapter dues will be established by the Board of Directors.(b)  Dues shall be billed by the Chapter on a periodic basis as established by the Chapter’s Board of Directors.  The Chapter Treasurer shall be empowered to assess and collect said dues.

Section 3.  Assessments There shall be no assessments imposed on members except as approved by a two-thirds vote of the Chapter’s Board of Directors, followed by a majority vote of the membership.



Organization and Structure

Section 1.  Board of Directors and Other Chapter OfficersThe Board of Directors shall consist of at least nine (9) elected members.  The Board of Directors may increase the number of Board Members as necessary as long as such an increase retains an uneven number of members.  At present, authorized Board members include the Chapter President, Vice President, Secretary, Treasurer, Sergeant-at-Arms, and four Directors-at-Large  (three elected via the annual election process plus the immediate past Chapter President).  A quorum shall consist of a majority of the Board of Directors. In addition to the Board, other Chapter Officers will be selected to perform duties or fulfill responsibilities deemed necessary by the Chapter President.  These Officers will hold positions of Program Chairperson, Membership Chairperson, Seminar Chairperson, and other positions as determined to be necessary by the president.   The positions may be held (concurrently) by Board members or by other Chapter members.  Officers who are not Board members may attend Board meetings as needed, and may vote on issues that are decided at Board meetings.

Section 2.  Elections(a)  The Chapter officers set forth in Article VI, Section 1, shall be elected for a one (1) year term, by a plurality of the votes of the members.  The duly elected officers shall be inducted at the Annual Meeting.(b)  The results of the election will be certified by the current Board of Directors, or by a committee appointed by them, and recorded in Chapter records. (c)  The Election committee shall maintain the election ballots until the induction of the officers at the Annual Meeting.

Section 3.  Terms of Office(a)  The Chapter Officers and/or Directors will hold office for one (1) year.  The term of office will begin July 1 and end on June 30 of the following year.(b)  The Chapter Officers and the Directors-at-Large, except for the President, may be re-elected for one (1) additional consecutive term in the same office.

Section 4.  VacanciesIf the office of any Director or Officer becomes vacant for any reason, the current Directors shall appoint a person to fill the unexpired term of the office.

Section 5.  Duties and Responsibilities(a)  The Board of Directors shall be the governing body of the Chapter and its decisions and actions shall be final, unless otherwise specifically provided for in these bylaws.(b)  The Board shall make available all financial records of the Chapter to the Association, Corporation, or Board of Regents, upon reasonable notice.(c)  The Board shall publish to the members the Chapter’s financial statements and accompanying audit opinions on an annual basis.

Section 6.  CompensationThe Officers and other Members of the Board of Directors shall NOT receive any compensation for their services, but shall be entitled to reimbursement for all actual expenses reasonably incurred by them in connection with the usual performance of their office duties.  Such expenditures shall be presented for approval by the Chapter Treasurer, who will consult with the Chapter President if submitted expenses appear unreasonable, are not supported adequately, or are otherwise questionable.  Based on a determination by the President, the expenses will be paid/denied, or the President will refer the matter to the Board of Directors, who will make a decision based on a majority vote. 


Board of Directors Meetings

Section 1.  Frequency of MeetingsThe Board of Directors shall meet at least twice a year at such times and places that the President may choose.  At such meetings, a quorum must be present to conduct business.  A quorum shall consist of a majority of the filled Board and other Officer positions.  The meetings shall be conducted under the rules contained in Robert’s Rules of Order (revised) unless those rules are in conflict with the bylaws, in which case the bylaws shall take precedence.

Section 2.  Conduct and Notice of Meetings(a)  In all meetings of the Board, the President shall preside.  In his or her absence, the Vice President or the Secretary, in that order, shall preside.(b)  Appropriate notices of the meetings of the Board shall be furnished to each Member of the Board.(c)  The President or any three (3) Board Members may call a special meeting.


Duties of Board of Directors

Section 1.  The duties of the Board Members are discussed below.  The President shall be the previous Vice President.  As discussed in Article VI, additional officers or representatives may be established, as deemed necessary by the Chapter President, who will define their duties. 

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 the Board of Directors.  He or she shall exercise general supervision of the affairs of the Chapter; shall consult with and inform other Board Members, Officers, and Chapter members of significant events; shall make an annual report to the Members of the Chapter; and shall have additional duties as may be delegated by the Board.

Section 3.  Vice PresidentThe Vice President shall succeed the President in office.  He or she shall report to the President and shall assume the duties of the President in his or her absence.  In coordination with the President, the Vice President shall ensure that the Board maintains an official current year and Chapter history.  The history will record significant events, including changes in bylaws or other practices and procedures, and any other important Chapter events.  The Vice President will also be responsible for other duties that the President or Board may delegate.

Section 4.  SecretaryThe Secretary shall maintain records of Chapter meetings, including:  the minutes of Chapter and Board Meetings; other significant meetings; and will perform other duties that from time to time may be required.  The Secretary will prepare a synopsis of the major events recorded for the year to be kept with prior Secretary synopses and transferred to the succeeding Secretary.

Section 5.  TreasurerThe Treasurer shall be responsible for all financial records maintained by the Chapter.All monies, received by the Chapter, as well as disbursements therefrom, shall be the responsibility of the Treasurer.  He or she will see any funds received are properly deposited for safekeeping to the credit of the Chapter; that all disbursements are properly approved; that the Board is advised of the status of the accounting of funds; and perform appropriate duties to see that the assets of the Chapter are properly safeguarded; and other duties that from time to time may be required.  The Treasurer shall prepare all required local and Federal tax returns and the Chapter‘s annual financial statements.  The annual financial statements will be submitted to the Board for its review and comments; the final version will be sent to the Association and Corporation and will also be provided to the Chapter members at the time of the Annual Meeting.  The Treasurer will transfer these and other significant financial records, as well as prior year returns and reports to the succeeding Treasurer.

Section 6.  Sergeant-at-ArmsThe Sergeant-at-Arms shall be responsible for the following during Chapter meetings:(a)  Ensure the meeting place is properly set up and is adequately equipped.(b)  Welcome guests and dignitaries and inform the director of the meeting of their presence.(c)  Ensure that professional decorum is maintained during the course of the meeting(s).(d) Assist other Chapter officers and perform other assigned duties as required


Standing Committees

Section 1.  Nomination Committee -- The Nomination Committee shall be composed of three (3) persons appointed by the President with concurrence of the Board of Directors.  The Nomination Committee shall consider all suggestions and recommendations for Board Members, and shall nominate not less than one (1) or more than three (3) candidates for any one (1) position.  The Vice President shall be appointed to the head of the Nomination Committee.

Section 2.  Election Committee -- The Election Committee shall consist of three (3) members who are not on the Nomination Committee and are appointed by the Board.  The Election Committee shall certify the results of the annual elections, and perform other related duties that the Board may delegate.

Section 3.  Board of Directors -- The Board of Directors may approve and establish additional standing or temporary committees.  The Board of Directors shall approve a charter for each Chapter committee.  All committee charters must be consistent with the Chapter’s Bylaws. 



Annual Meeting

Section 1.  The Annual Meeting for the total Membership of the Chapter shall be held for the purpose to announce the results of the election of Officers and Directors; the installation of the Officers and Directors; and to transact 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.  The Annual Meeting must be held within the physical area served by the Chapter. Section 3.  Notification of Meeting All members shall be notified in writing of the Annual Meeting. Section 4.  Voting All Members that are present shall be eligible to vote.  A quorum shall be constituted by those eligible to vote.  All business to come before the members for approval shall be approved by a majority of those present and eligible to vote unless otherwise required by these bylaws. 


Chapter Handbook
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.



Amendments to Bylaws


Section 1.

 (1)  Amendments to bylaws, additions or deletions thereto may be proposed by members of the Board of Directors, or by a committee appointed by the Chapter President.  After approval by a majority of the Board of the Directors, written concurrence needs to be obtained from the Corporation.   Amendments must subsequently be approved by at least two-thirds of the Chapter members eligible to vote, at the meeting at which the amendments are considered.  

(2)  The Board of Directors may also adopt “temporary amendments” when deemed necessary.  The “temporary amendments” will expire if not approved via the process described in Section 1 of this Article.



Amendments to the Articles of Incorporation

Section 1.  Amendments to the Articles of Incorporation, and additions or deletions thereto shall:  (a) be made only at the Annual Meeting; and (b) be approved with a majority of the members eligible to vote for such amendments.

Section 2. Between annual Chapter meetings, the Board of Directors has the authority to adopt “temporary articles” as necessary.  The “temporary articles” will expire if not ratified by the Membership at the next Annual Meeting.



The Headquarters of the Chapter shall be at a place designated by the Board of Directors within the area served by the Chapter.


Chapter Termination

Section 1.  Termination
 The existence of this Chapter may be terminated in the same manner as amendments to these bylaws or by a unanimous vote of the Board of Directors.

Section 2.  Disposition of AssetsIn the event of dissolution of the Chapter, any assets remaining after payment of all claims against the Chapter shall be distributed only to an organization or organizations organized and operated exclusively for religious, charitable, scientific, literary, or educational purposes and then described in Section 170(b)(1)(A) [other than clauses (vii) and (viii)] of the Internal Revenue Code of 1954, as now or hereafter amended. 



Effective Date

Section 1.  These bylaws and proposed amendments thereto shall be effective on the date that they are adopted by the current Board of Directors, and approved by the Association and the Corporation. 

Section 2.  The existing bylaws are effective until the Annual Meeting is held, where they will be communicated to all Chapter members in attendance.  (They will also be announced in the last Chapter newsletter of the fiscal year.)  When the new Board of Directors and other Officers assume their positions at the beginning of the new fiscal year, they may make changes or amendments in these bylaws, as discussed above.

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