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Special Election 2020: Changes Incorporating Updated Conduct Policies into AAG Constitution and Bylaws

During its Fall 2019 Meeting, the AAG Council voted to amend the AAG Constitution, Bylaws and Standing Rules, in order to ensure that the AAG’s Governing documents reflect the new provisions established in the recently adopted AAG Professional Conduct Policy and Procedures.  

AAG members voted to ratify Council's proposed changes in a special election held June 4-19, 2020.

Below are the changes to AAG Constitution and Bylaws with new/additional language featured in red and with strikethrough text that members voted to approve.

  1. Changes to Article III of the Constitution, on Membership:
    Approving these changes will allow for the Association to develop policies that could be applied to bar individuals from membership or to revoke membership; to allow the Association to take action that impairs the rights members otherwise hold, and to identify other values in addition to professional competence as relevant to AAG’s membership decisions:

    Section 1. Individual Members
    . Persons who are interested in the objectives of the Association are eligible for membership and shall may become Members upon payment of dues and satisfaction of the Association’s Member eligibility policies. Membership in the Association may be conditioned on continued payment of dues and on compliance with the Association’s policies and rules applicable to Members.

    Section 3. Individual Membership Rights
    Unless such rights are restricted, suspended, or revoked in accordance with Association rules, policies and procedures, Members shall have full rights to nominate candidates for the Association and its regional officers, vote thereon, and hold such offices if duly elected, and ; they shall be entitled to participate, under applicable rules, in meetings, programs, and other activities and services of the Association and its regional divisions.

    Section 5. Non-Discrimination
    . The Association shall not discriminate in the execution of its purposes on grounds unrelated to professional competence or to Association values, as expressed in the rules and policies adopted by the Associationin the execution of its purposes.
  2. Changes to the Bylaws

Approving these changes will allow for consideration of conduct issues in decisions on Honors, either in awarding them going forward or, if necessary, in rescinding them, and to tie holding office to continued Membership.  Despite the changes to the Constitution, further changes to Section 11 of the Bylaws referencing the Standing Rules are needed, because the District of Columbia Nonprofit Corporations Act (note: the AAG is incorporated in the District of Columbia) requires that termination of membership be linked either to the articles of corporation or the bylaws of a nonprofit organization incorporated in D.C. (See D.C. Code § 29–404.21(a): “A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws”).

Add a new Section 2(d):  Officers, Councilors, and Committee members must be Members with unrestricted rights to be eligible for those positions, and shall automatically be removed from those positions upon loss of Membership for any reason.

Section 3. Honors.  [Add a last sentence:]  The Association may adopt policies setting criteria for awarding of honors and providing procedures for revocation of honors.

Section 11. Standing Rules. Additional information on the policies concerning the operation and administration of the Association is found in the Standing Rules as adopted by Council. The Standing Rules may establishes policies and procedures for eligibility for membership, for the conduct of members, volunteers, Committee members, officers, and Council members, and for disciplinary action, suspension, or revocation of membership, as well as removal of an officer, volunteer, Committee member, or Council member. A file of current Standing Rules shall be maintained by the Executive Director and Secretary of the AAG. Additional Standing Rules will appear in the published minutes of the Council as they are adopted.

View the Constitution and Bylaws