Article VIII: Officers

A. Establishment of Offices
The Officers of NFDA shall be the President, President-elect, Treasurer and Secretary. No person may be elected as an Officer nor continue to serve as an Officer unless such person is and continues to be throughout his or her entire term of office an Individual Member of NFDA. No two offices may be held at the same time by any one person.

B. Term of Office
Every Officer, except the President, shall be elected each year by Firm and Individual Members to serve for one (1) year or until his or her successor is elected and installed. Unless completing an unexpired term, the Officers may not succeed themselves. The Officers shall assume office following their installation at the Annual Convention in the year they were elected. The President-elect shall, after completing his or her term, automatically succeed to the office of the President.

C. Election of Officers

1. Any Individual Member seeking election to an NFDA office shall submit an officer candidate application to the Leadership Development Committee. In order to be considered a declared candidate for an office, the Individual Member must file an officer candidate application with the Leadership Development Committee before the deadline set by that Committee in the year in which he or she is seeking election.
2. The Leadership Development Committee shall review the officer candidate applications it receives and interview the officer candidates. On or before March 1, the Leadership Development Committee shall issue a list of those candidates it finds qualified for each office.
3. Any Individual Member who has completed the candidate application and interview process with the Leadership Development Committee and who was not on the list of qualified candidates issued by the Leadership Development Committee for the particular office he or she is seeking, will be added to the ballot if he or she submits to the NFDA Secretary prior to April 1 a petition signed by a minimum of 250 Individual Members nominating the Individual Member as a candidate.
4. In the event that no candidate is found to be qualified by the Leadership Development Committee for a particular office or if a candidate who was found to be qualified withdraws from running for the office so that there is no qualified candidate running for a particular office, the Leadership Development Committee may extend its own deadlines and the deadlines set forth in this Section C in order to solicit, interview and evaluate one or more candidates for that office.
5. From the list of qualified candidates issued by the Leadership Development Committee and any candidates nominated by the petition process, the Firm and Individual Members shall elect each of the Officers, except the President. The ballots issued to the Firm and Individual Members shall identify whether each candidate was found qualified by the Leadership Development Committee or was nominated by the petition process.
6. Ballots and candidate information shall be provided to all Firm and Individual Members at least fourteen (14) days prior to the close of voting. Voting shall be conducted by mail, by electronic means, or by any combination thereof, all as determined by the Board of Directors. Each Firm Member shall receive two (2) votes for each election which must be cast by the primary contact for the Firm Member listed in NFDA’s current membership records. Each Individual Member shall receive one (1) vote for each election. A primary contact for a Firm Member shall also be provided a vote as an Individual Member in addition to the two (2) votes he or she may cast on behalf of the Firm Member.
7. Each election shall be determined by a plurality vote.
8. In the event that only one candidate is nominated for a particular office, that candidate may be elected by acclamation.

D. Duties of Officers

1. President. The duties of the President shall be as follows:
   1. To serve as the chief elected officer of NFDA and to preside at all meetings of the Board of Directors;
   2. To execute all lawful orders and resolutions of the Board of Directors; and
   3. To perform all other duties and to exercise the general powers of management that are customarily vested in the office of the President.
2. President-elect. The duties of the President-elect shall be as follows:
   1. To assist the President in the performance of his or her duties;
   2. To preside at those meetings of the Board of Directors when the President is absent; and
   3. In the event the office of President becomes vacant, to become President of NFDA and perform all duties of the President.
3. Treasurer. The duties of the Treasurer shall be as follows:
   1. To have charge and custody of, and be responsible for, all funds, securities, deeds and other assets belonging to NFDA, and to hold the same subject to the direction of the Board of Directors;
   2. To oversee the correct accounting of NFDA's business and related transactions, including accounting of its assets, liabilities, receipts, disbursements, investments, gains and losses;
   3. To oversee the proper accounting of the transactions and financial condition of NFDA to the Board of Directors; and
   4. To perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.
4. Secretary. The duties of the Secretary shall be as follows:
   1. To see that all notices of the time and place of meetings of the Board of Directors are given in accordance with the provisions of these Bylaws;
   2. To oversee the preparation and maintenance of the minutes of the meetings of the Board of Directors;
   3. To see that all books, reports, statements, certificates and all other documents and records required by law are properly kept and filed by NFDA staff;
   4. To oversee the receipt and processing of all applications for membership in NFDA;
   5. To perform all duties regarding the receipt, dissemination or publication of amendments, resolutions and other official business of NFDA as required by the Bylaws; and
   6. To perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board of Directors.

E. Removal and Resignation
Any Officer who is absent for two (2) or more meetings during his or her term of office may be removed from the Board of Directors and from his or her office by the affirmative vote of at least six (6) members of the Board of Directors. Any Officer may resign at any time by giving written notice to the President or Secretary of NFDA. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein.

F. Vacancies
If an office becomes vacant by reason of death, resignation, removal or otherwise, the following shall occur:

1. If the vacancy is in the office of Treasurer or Secretary, the Board of Directors may elect a successor who shall hold office for the remainder of the unexpired term.
2. If the vacancy is in the office of the President-elect, the Board of Directors may elect a successor who shall hold the office for the remainder of the unexpired term, but who shall not automatically succeed to the office of President at the end of the term. Rather, there shall be an election for the office of President in accordance with Section C of Article VIII of the NFDA Bylaws. Notwithstanding the foregoing, if the vacancy in the office of President-elect is created because the President-elect has succeeded to a vacancy in the office of the President in accordance with subsection 3 below, then the election for the President would not take place.
3. If the vacancy is in the office of the President, the President-elect shall automatically succeed to the office of the President to serve out the remainder of the unexpired term as well as his or her regular one-term as President thereafter. The Board of Directors may elect a successor to the office of President-elect who shall hold the office for the remainder of the unexpired term, but who shall not automatically succeed to the office of President.
4. If the vacancy is in the office of the Immediate Past President, the vacancy shall be filled by the most recent Immediate Past President who is willing to serve for the remainder of the unexpired term.

Article IX: Board of Directors

A. Establishment of the Board of Directors
There shall be a Board of Directors of NFDA. The primary responsibilities of the Board of Directors are as follows:

1. To initiate and develop NFDA’s internal and external policies and strategies;
2. To oversee the operation of the programs and resources of NFDA;
3. To develop and authorize the annual budget of NFDA;
4. To recommend issues to be discussed at NFDA Issues Forums;
5. To approve or disapprove any application by an association of Firms or Practitioners for admission into NFDA Membership;
6. To appoint NFDA committees, task forces, work groups and their members;
7. To adopt and amend from time-to-time the Code of Professional Conduct and the enforcement procedures governing the investigation and resolution of complaints before the Professional Conduct Committee;
8. To review any appeals from the decisions of the Professional Conduct Committee and to affirm, overturn, or modify these decisions;
9. To develop and adopt all modifications to, and restatements of, the Mission Statement of NFDA;
10. To revoke by a two-thirds (2/3) majority vote the state association charter of any State Association that does not, in the determination of the Board of Directors, represent the Members of a particular State, and to revoke or suspend the membership of Members for violations of the Code of Professional Conduct; and
11. To assume such other responsibilities as may be delegated to it by the Bylaws of NFDA.

B. Composition of the Board of Directors
The Board of Directors shall be composed of the following nine (9) members:

1. The President, President-elect, Treasurer, Secretary and Immediate Past President of NFDA; and
2. Four (4) At-Large Representatives, each of whom is elected by the majority vote of the State Associations. The election of the At-large Representatives shall take place at the Leadership Conference. All At-large Representatives must, at the time of such person’s election to the Board of Directors and at all times during his or her term thereon, be an Individual Member of NFDA. During an At-large Representative’s term on the Board of Directors, such At-large Representative may not serve as an Officer of NFDA.

C. Term of the At-large Representative
The term of each At-large Representative shall be for two (2) years commencing at the conclusion of the Annual Convention and terminating at the conclusion of the second proceeding Annual Convention. The terms of the four (4) At-large Representatives shall be staggered so that each year two (2) At-large Representatives are elected. Unless completing an unexpired term, no At-large Representative shall serve consecutive terms on the Board of Directors. In order for an At-large Representative to be nominated for an officer position during the first year of the two-year term, the At-large Representative must submit an officer candidate application to the Leadership Development Committee prior to the deadline set by that Committee in the year in which the election will be held. The term of any such At-large  Representative who has submitted an officer candidate application shall automatically terminate at the conclusion of that year’s Annual Convention.

D. Meetings

1. Meetings of the Board of Directors may be called at any time by the President or upon written request signed by at least four (4) members of the Board of Directors and delivered to the Secretary.
2. The President shall set the time and place of a meeting of the Board of Directors provided, however, that if the meeting is requested by at least four (4) members of the Board of Directors, the President shall set the date of the meeting within fifteen (15) days from the date the Secretary receives the request for such meeting.
3. Members of the Board of Directors shall be notified of a meeting, although no specified form of notice is required. The presence of a member of the Board of Directors at a meeting automatically waives any notice requirements. It shall be presumed that all members of the Board of Directors received notice hereunder unless a member who is absent from a meeting subsequently raises an objection to that meeting on the grounds of lack of notice.
4. All meetings shall be governed by Robert’s Rules of Order.
5. The Board of Directors may take a vote on a question by mail or by electronic means if all members of the Board of Directors agree on such balloting. An action taken by such form of balloting requires a three-fourths (3/4) affirmative vote of the Board of Directors to be enacted. Any such action must be reported at the next meeting of the Board of Directors and the minutes of such meeting must be duly ratified by the Board of Directors at such meeting.

E. Election of At-large Representatives
Each year two (2) At-large Representatives shall be elected in accordance with the following terms and conditions:

1. Any Individual Member seeking election to an At-large Representative position shall submit an At-large Representative candidate application to the Leadership Development Committee. In order to be considered a declared candidate for an At-large Representative position, the Individual Member must file an At-large Representative candidate application with the Leadership Development Committee before the deadline set by that Committee in the year in which he or she is seeking election.
2. The Leadership Development Committee shall review the At-large Representative candidate applications and interview the At-large Representative candidates. On or before March 1, the Leadership Development Committee shall issue a list of those candidates it finds qualified for the At-large Representative positions.
3. Any Individual Member who has completed the At-large Representative candidate application process and interview with the Leadership Development Committee and who was not on the list of qualified candidates issued by the Leadership Development Committee for an At-large Representative position will be added to the ballot if he or she submits to the NFDA Secretary prior to April 1 a petition signed by a minimum of 250 Individual Members nominating the Individual Member as a candidate.
4. In the event that there are not a sufficient number of candidates found qualified by the Leadership Development Committee for the open At-large Representative positions to be filled, the Leadership Development Committee may extend its own deadlines and the deadlines set forth in this Section E in order to solicit, interview and evaluate one or more candidates for the open At-large Representative position.
5. Election Procedure: Elections for the At-large Representatives positions shall be carried out as follows:
   1. At-large Representatives shall be elected by the State Associations. Prior to May 1 of each year, each State Association shall notify the NFDA Secretary of the name and address of the State Association Representative who will cast the vote for that State Association in the election of the At-large Representatives. The State Association Representative must be an Individual Member at the time of the election.
   2. The election of the At-large-Representatives shall take place at a meeting of the State Association Representatives to take place in conjunction with the Leadership Conference.
   3. There shall be a separate election taken for each At-large Representative position to be filled. The State Association Representatives shall vote by secret ballot from the list of qualified candidates issued by the Leadership Development Committee and any candidates nominated by the petition process. The ballots issued to State Association Representatives shall identify whether each candidate was found qualified by the Leadership Development Committee or was nominated by the petition process. Any unsuccessful candidate in an election may be nominated and run in a succeeding election. Whenever there are more than two candidates and no candidate receives a majority of all votes cast, another vote shall be taken, but the following candidates shall be eliminated from the ballot: (1) the candidate receiving the lowest number of votes; and (2) if at least two candidates each received twenty-five (25%) percent or more of the votes cast, all candidates who received less than twenty-five (25%) percent of the votes cast. In the event of two successive tie votes in any election, the determination of which candidate who is involved in the tie shall be elected or eliminated will be determined by drawing lots, with the method of drawing lots to be determined by the President. In the event that more than two candidates are involved in the tie votes, the method of drawing lots shall be used only to eliminate one candidate and a subsequent vote shall be taken among those candidates not eliminated.

F. Removal and Resignation
Any At-large Representatives who is absent from two or more meetings during either the first year of his or her two-year term or during the second year of such term may be removed from the Board of Directors by the affirmative vote of at least six (6) members of the Board of Directors. Any At-large Representative may resign at any time by giving written notice to the President or Secretary of NFDA. Any such resignation shall take effect at the date of the receipt of such notice or at any later date specified therein.

G. Vacancies
If an At-large Representative position becomes vacant by reason of death, resignation, removal or otherwise during the first year of the At-large Representative’s two-year term, a successor At-large Representative shall be elected to fill the unexpired term at the next At-large Representative election held in accordance with Subsection E(5) of this Article IX. Prior to the election at which a successor is to be elected, the Board of Directors may appoint a former At-large Representative to fill the vacant At-large Representative position until a successor is elected to fill the unexpired term.

X: Committees

A. Advocacy Committee
NFDA shall have an Advocacy Committee, the composition and purposes of which are as follows:

1. Composition: The Advocacy Committee shall be comprised of the President, President-elect, Treasurer and at least seven (7) NFDA Individual Members.
2. Purposes: The purposes of the Advocacy Committee are as follows:
   1. To monitor and review all legislative and regulatory actions of the government which impact in any respect funeral consumers, funeral service and/or NFDA Members.
   2. To recommend to the Board of Directors positions and appropriate actions for NFDA to pursue on legislative and regulatory issues for the betterment of funeral consumers, funeral service and/or NFDA Members.
   3. To monitor strategic action plans for the Advocacy Program of NFDA.

B. Leadership Development Committee
NFDA shall have a Leadership Development Committee, the composition and purposes of which are as follows:

1. Composition:
   1. As an interim provision and notwithstanding any provisions in these Bylaws to the contrary, the composition of the Leadership Development Committee shall be comprised of the outgoing Immediate Past President whose term on the Board of Directors ended as of October 19, 2021, and nine (9) individuals who served on the Policy Board anytime during the calendar years of 2020 or 2021. Those nine (9) new members shall be elected to the Leadership Development Committee by the Policy Board at its October 16, 2021 meeting. The former or current Policy Board members elected to the Leadership Development Committee shall be those nine (9) members receiving the most votes. The NFDA President shall assign three (3) of the elected members a three (3) year term, three (3) of the elected members a two (2) year term, and three (3) of the elected members a one (1) year term. The terms of these elected members of the Leadership Development Committee shall begin at the conclusion of the 2021 Annual Convention and terminate at the conclusion of the Annual Convention in the year that their respective term ends. Following the initial election of the nine (9) Policy Board members to the Leadership Development Committee, Subsection B(1)(b) below shall be used to appoint all subsequent members of the Leadership Development Committee and this Subsection B(1)(a) shall be null and void and shall, without any formal action to further amend these Bylaws, be stricken from the Bylaws.
   2. The Leadership Development Committee shall be comprised of the outgoing Immediate Past President whose term on the Board of Directors just ended, and nine (9) Individual Members, each of whom shall be appointed by the President. Current members of the Board of Directors or declared candidates for an NFDA Office or At-large Representative position may not serve on the Leadership Development Committee. The term of the Committee members, except for the outgoing Immediate Past President who shall serve a one-year term as the Chairperson, shall be for three (3) years starting at the conclusion of the Annual Convention and terminating at the conclusion of the Annual Convention three (3) years later. The terms shall be staggered so that three (3) new Individual Members are appointed by the President to the Committee each year. Unless serving out an unexpired term, no committee member shall serve consecutive terms. In the event the outgoing Immediate Past President is unwilling or unable to serve on the Leadership Development Committee, the position shall be filled by the most recent Immediate Past President who is not on the Board of Directors and who is willing to serve on the Leadership Development Committee.
2. Purposes: The purposes of the Leadership Development Committee are as follows:
   1. To identify, cultivate, and recruit future leaders in cooperation with all other leadership groups at NFDA;
   2. To review candidate application forms and to interview candidates to determine and present a slate of qualified candidates for election to officer and At-large Representative positions;
   3. To recommend to the Board of Directors the adoption of campaign and elections rules and guidelines; and
   4. To monitor candidate compliance with campaign and election rules and guidelines and to report any infractions to the Board of Directors.

C. Professional Conduct Committee
NFDA shall have a Professional Conduct Committee, the composition and purposes of which are as follows:

1. Composition: The Professional Conduct Committee shall consist of at least six (6) NFDA Individual Members, none of which shall be a member of the Board of Directors.
2. Purposes: The purposes of the Professional Conduct Committee shall be as follows:
   1. To investigate complaints against Firm Members, Individual Members, Retired Members and Student Members that allege violations of the NFDA Bylaws or the Code of Professional Conduct.
   2. To resolve the complaints referred to in subsection (a) above in accordance with the enforcement procedures adopted by NFDA.
   3. To impose disciplinary measures against Members who are found in violation of the NFDA Bylaws or Code of Professional Conduct including, but not limited to, permanent or conditional termination of membership, suspension of membership, termination or suspension of specific membership benefits, probation with or without conditions, public or private reprimand, or such other measures as are appropriate.
   4. To recommend to the Board of Directors any appropriate modifications to the Code of Professional Conduct and the enforcement procedures governing the Professional Conduct Committee.

D. Composition of Committees
Except as provided in this Article X, the Board of Directors shall appoint the members of each NFDA Committee. Each member of a Committee shall be appointed to a one (1) year term, except for members of the Leadership Development Committee who, other than the Chairperson, shall serve three-year terms. Except for the Leadership Development Committee, the Board of Directors shall appoint a Chairperson for each Committee who shall serve a one (1) year term. The Board of Directors may also remove any Committee member or Chairperson with or without cause by a two-thirds (2/3) affirmative vote of the Board of Directors.

E. Task Forces and Work Groups
From time-to-time, the Board of Directors may select Individual Members and others to serve on task forces and work groups formed to address specific projects for NFDA. The composition, tenure, and responsibilities of each such task force or work group will be established by the Board of Directors.

XI: Dues

A. NFDA Annual Dues
Dues to NFDA shall be paid on an annual basis by the Firm Members, Individual Members who are not affiliated with a Firm Member, Foreign Associations, Foreign Members, Retired Members, Student Members, and Associate Members in accordance with this Article XI.

B. Dues Schedule
The Board of Directors shall establish dues for Firm Members, Individual Members not affiliated with a Firm Member, Foreign Associations, Foreign Members, Retired Members, Student Members, and Associate Members on an annual basis and shall publish a Dues Schedule each year. The Board of Directors may impose late penalties for those members who are delinquent in the payment of dues.

C. Penalties for Non-Compliance
Firm Members, Individual Members, Foreign Associations, Foreign Members, Retired Members, Student Members, and Associate Members who fail to pay dues by the payment date (or any late penalty payment date established by the Board of Directors) shall be automatically suspended from membership in NFDA. Such suspended members may be expelled by the majority vote of the Board of Directors. Suspended members who have not been expelled by the Board of Directors may be reinstated to membership by the Board of Directors upon full payment of any delinquent dues, late penalties and reinstatement fees required by the Board of Directors.

D. Collection and Payment of NFDA Dues
In States where the State Association has adopted the Choice Membership Option or in States where NFDA and the State Association have agreed that NFDA should collect its own dues, NFDA shall collect its dues directly from NFDA Members in that State. In all other States, the State Association shall collect NFDA dues from Firm Members in that State on a calendar year basis while NFDA shall collect its dues from Individual Members not affiliated with a Firm Member, Retired Members, Student Members, and Associate Members in that State. NFDA dues for a particular year shall be paid to NFDA by each such State Association on or before March 1st of that year; provided, however, that for good cause and at the written request of a State Association, the Board of Directors may, in its discretion, vote to extend the payment deadline for a particular State Association. All payments of NFDA dues by State Associations shall be accompanied by the Annual Membership Report as required by Section E below of the Bylaws. Any member not listed on the Annual Membership Report or whose dues have not been paid to NFDA on or before the payment deadline shall have all other benefits of membership suspended.

E. Annual Membership Report
NFDA shall provide each State Association that has not selected the Choice Membership status with Annual Membership Report forms which NFDA may modify from time to time. Each State Association shall forward to the NFDA Secretary the completed Annual Membership Report on or before March 1st of each year, listing its members for the calendar year.

Article XII: Annual Convention

NFDA shall hold its Annual Convention each year at the time and place selected by the Board of Directors.

Article XIII: Amendments

These Bylaws may be amended by a two-thirds (2/3) affirmative vote of Firm Members and Individual Members voting by mail, by electronic means, or by any combination thereof, as may be determined by the Board of Directors. Each Firm Member shall have two votes which must be cast by the primary  contact for the Firm Member listed in NFDA’s current membership records. Each Individual Member shall have one vote. A primary contact for a Firm Member shall also be provided a vote as an Individual Member in addition to the two (2) votes he or she may cast on behalf of the Firm Member. Any proposed amendments and ballots shall be submitted to Firm and Individual Members at least fourteen (14) days prior to the close of voting. Amendments may be proposed by the Board of Directors or upon a petition signed by hand and/or by electronic means by Firm and Individual Members holding at least two (2) percent of the voting authority of the total Membership with Firm Members having two (2) votes and Individual Members having one (1) vote.

Article XIV: Interim Provisions

Notwithstanding any provision of the Bylaws to the contrary, the provisions set out in this Article XV shall be controlling over any conflicting or contradictory term or condition in the Bylaws for the interim periods noted below. Following the expiration of such designated interim periods, the provisions of this Article XIV shall be null and void, and shall, without any formal action on the part of NFDA members, be stricken from the Bylaws.

A. Officers and Immediate Past President
The term of the current Officers and Immediate Past President of NFDA shall be extended for an additional one (1) year and will now terminate at the Annual Convention in 2021. At the Annual Convention in 2021, the current President-elect shall succeed to the office of the President, and those individuals who were elected by acclamation in 2020 to the offices of President-elect, Treasurer, and Secretary shall assume those offices to serve until the Annual Convention in 2022.

B. At-Large Representatives
The terms of the At-Large Representatives John Wenig and Christopher Robinson shall be extended for one (1) additional year and shall terminate at the conclusion of the Annual Convention in 2021. The terms of At-Large Representatives Linda Allan and Daniel Ford shall be extended for one (1) additional year and shall terminate at the conclusion of the Annual Convention in 2022. The terms of the two (2) candidates elected by the Policy Board in August, 2020 to the position of At-Large Representative shall commence at the conclusion of the Annual Convention in 2021. In the meantime, these two (2) At-Large Representatives-elect shall attend meetings of the Board of Directors, but shall not be a voting member of the Board of Directors until their term commences.

C. Election
In 2021, there shall not be an election for At-Large Representatives unless there is then a vacancy.