shall have the meaning set forth in Article XIII. 

shall have the meaning set forth in Section G of Article V.

shall have the meaning set forth in Subsection B(2) of Article X. 

shall have the meaning set forth in Section A of Article VII.

shall have the meaning set forth in Section C of the Article V. 

shall have the meaning set forth in Section B of Article V. 

An association of Firms and/or Practitioners organized in a particular State and which has entered into the State Association Affiliation Agreement (which is attached hereto as Exhibit A and made part of these Bylaws) shall be recognized as a Member of NFDA and classified as the “State Association” for that particular State. Only one State Association may hold a state association membership for a particular State at any given time.

An association of Firms and/or Practitioners doing business in areas other than a State and which has obtained a membership charter by the majority vote of the Board of Directors shall be recognized as a Member of NFDA and classified as a “Foreign Association.” If a Firm or Practitioner does business in an area other than a State, the Firm or Practitioner may become a Foreign Member of NFDA by making written application to NFDA and paying the applicable NFDA dues. Foreign Members may not serve as Officers of NFDA nor as members of the Policy Board or the Board of Directors.

Any Firm located in a State may become a Firm Member of NFDA by making written application to NFDA and agreeing, as a condition of membership, to comply with the NFDA Bylaws and Code of Professional Conduct. Each Firm Member shall designate to NFDA an Individual Member who owns or is employed by the Firm Member as the primary contact for that Firm Member.

Any Practitioner who owns or is employed by a Firm Member shall be recognized as an Individual Member of NFDA. Individual Members shall comply with the NFDA Bylaws and Code of Professional Conduct as a condition of membership. Firm Members shall list all such Practitioners on their membership applications and renewals in order to qualify them for Individual Membership. Any Practitioner who does not own nor is employed by a Firm Member may become an Individual Member of NFDA by making written application to NFDA and agreeing, as a condition of membership, to comply with the NFDA Bylaws and Code of Professional Conduct.  Individual Members are the only members of NFDA that are entitled to serve as Officers of NFDA or as members of the Policy Board or the Board of Directors.

A former Practitioner who has retired from active employment may become a Retired Member of NFDA by making written application to NFDA and agreeing, as a condition of membership, to comply with the NFDA Bylaws and Code of Professional Conduct. A Retired Member shall be entitled to only those membership privileges of NFDA that are made available to Retired Members by the Board of Directors. A Retired Member may not serve as an Officer of NFDA nor as a member of the Policy Board or the Board of Directors.

A student who is enrolled in a school of mortuary science that is accredited by the American Board of Funeral Service Education, a student who is enrolled in a school of mortuary science in an area other than a State which is duly accredited as required by that jurisdiction, or a funeral director/embalmer intern or apprentice who, to the extent required by state law, is duly registered and in good standing as an intern or apprentice, may become a Student Member of NFDA by making written application to NFDA and agreeing, as a condition of membership, to comply with the NFDA Bylaws and Code of Professional Conduct. A Student Member shall be entitled to only those membership privileges of NFDA that are made available to Student Members by the Board of Directors. A Student Member may not serve as an Officer of NFDA nor as a member of the Policy Board or the Board of Directors.

Any business or individual not otherwise eligible for membership in NFDA who is a business partner of NFDA by virtue of having been a sponsor, advertiser or exhibitor with NFDA for at least two consecutive years immediately prior to applying for Associate Membership may apply to become an Associate Member by making written application to NFDA. If the panel of designated members of the Board of Directors, after conducting its due diligence, determines in its sole discretion that the applicant has been and continues to be a business partner of NFDA, it may grant the applicant the privilege of becoming an Associate Member. Associate Members shall agree as a condition of Associate Membership to comply with the NFDA Bylaws and Code of Business Conduct. In order to renew Associate Membership, the Associate Member must continue to be a sponsor, advertiser or exhibitor with NFDA for the two years immediately prior to renewal. An Associate Member shall be entitled only to those membership benefits of NFDA that are made available to Associate Members by the Board of Directors. An Associate Member may not vote in any NFDA election nor serve as an Officer or as a member of the Policy Board, or the Board of Directors. The privilege of Associate Membership may be revoked at any time by the majority vote of the Board of Directors if the Board of Directors, in its sole discretion, deems such revocation to be in the best interest of the funeral profession or NFDA. In the event of revocation, the former Associate Member shall be entitled to a pro-rata refund of its current membership dues.

Unless a State Association has elected the Choice Membership Option pursuant to Article VII, it shall comply with all of the following requirements as a condition to its membership in NFDA:

1. If the State Association recognizes Practitioners as members of such State Association, each Practitioner that is a member of the State Association must also be an Individual or Retired Member of NFDA.
2. If the State Association recognizes Firms as members, each Firm that is a member of the State Association must also be a Firm Member of NFDA.

In those States where the State Association recognizes Firms as its members, NFDA shall not accept a Firm owning Funeral Home Facilities in that State as a Firm Member unless such Firm is also a member of such State Association. In those States where the State Association recognizes Practitioners as its members, NFDA shall not accept a Practitioner engaged in funeral directing or embalming in that State as an Individual Member unless such Practitioner is also a member of such State Association. Notwithstanding the above, NFDA may accept into membership a Firm or Practitioner that is not a member of a State Association in the following two cases:

1. The Firm seeking membership owns one or more Funeral Home Facilities in a State where the State Association has elected the Choice Membership Option; or
2. The Practitioner seeking membership is engaged in funeral directing or embalming in a State where the State Association has elected the Choice Membership Option. 

Any State Association may, subject to the restrictions and conditions set forth in this Article VII, adopt the Choice Membership Option. If the State Association adopts the Choice Membership Option, it is not required to comply with the partnership membership requirements found in Section A of Article VI. The Choice Membership Option shall become effective on January 1 of the year following the year in which the Choice Membership Option was adopted by the State Association; provided, however, that the State Association shall provide written notice to NFDA that it has adopted the Choice Membership Option on or before July 1 of the year preceding the year in which the Choice Membership Option will go into effect.

Any State Association that has adopted the Choice Membership Option may withdraw that Option, but only upon the following terms and conditions:

1. The State Association has had the Choice Membership Option in place for a minimum duration of three (3) years; and
2. The withdrawal of the Choice Membership Option by the State Association is approved by the majority vote of the Board of Directors. 

Any Firm Member or Individual Member of NFDA that was not a member of the State Association at such time as the State Association withdrew its Choice Membership Option is not required to become a member of the State Association in order to retain its, his or her Firm or Individual Membership in NFDA. 

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.

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 at which they were elected. The President-elect shall, after completing his or her term, automatically succeed to the office of the President.

1. Any Individual Member seeking election to an NFDA office may 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 of 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 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 thirty (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. 

President.  The duties of the President shall be as follows:

• To serve as the chief elected officer of NFDA and to preside at all meetings of the Board  of Directors; 
• To  execute  all  lawful  orders  and  resolutions  of the Board of Directors; and 
• To perform all other duties and to exercise the general powers of management that are customarily vested in the office of the President.

President-elect.  The duties of the President-elect shall be as follows: 

• To assist the President in the performance of his or her duties: 
• To preside at all meetings of the Policy Board and to preside at those meetings of the Board of Directors when the President is absent; and
• In the event the office of President becomes vacant, to become President of NFDA and perform all duties of the President.

Treasurer.  The duties of the Treasurer shall be as follows: 

• 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; 
• To oversee the correct  accounting of NFDA's  business  and  related transactions, including accounting of its assets, liabilities, receipts, disbursements, investments, gains and losses; 
• To oversee the proper accounting of the transactions and financial condition of NFDA to the Board of Directors; and 
• To perform all 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.

Secretary.  The duties of the Secretary shall be as follows: 

• To see that all notices of the time and place of meetings of the Policy Board and Board of Directors are given in accordance with the provisions of these Bylaws; 
• To oversee the preparation and maintenance of the minutes of the meetings of the Policy Board and Board of Directors;
• 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; 
• To oversee the receipt and processing of all applications for membership in NFDA; 
• 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 
• 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.

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. 

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.

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

1. To identify, deliberate and recommend action on funeral service issues;
2. To recommend issues to be discussed at NFDA Town Hall Meetings;
3. To elect the four (4) At-large Representatives to serve on the Board of Directors;
4. To serve as the primary information conduit among NFDA, its State Associations and its Members; and
5. To adopt and amend from time-to-time the Code of Professional Conduct that will be binding upon all Firm Members, Individual Members, Retired Members, and Student Members as a condition of membership in NFDA. 

The Policy Board shall be composed of the following members:

1. The members of the Board of Directors; and
2. Individual Members designated by each State Association ("Policy Board Representative”). The State Association shall designate to NFDA in writing the name of the member of such State Association who shall  serve as the Policy Board Representative for that State; provided, however, that  each Policy Board Representative must at the time of such person’s appointment to the Policy Board and at all times during his or her tenure thereon be an Individual Member of NFDA and, as of January 1, 2017, be a voting or non-voting member of the State Association’s board of directors or its equivalent governing board. If there is no operational State Association to designate a Policy Board Representative, the Board of Directors shall make that designation.  

The term of each Policy Board Representative shall be for three (3) years.  All terms shall commence at the conclusion of the Annual Convention and terminate at the conclusion of the Annual Convention held three (3) years later. Unless completing an unexpired term, a Policy Board Representative shall not serve more than two (2) consecutive three-year terms. A Policy Board Representative who has served two (2) consecutive three-year terms may not be appointed to fill an unexpired term resulting from a vacancy until at least one (1) year has lapsed between the end of the individual’s last three-year term and the date the vacancy is filled. 

Each Policy Board Representative shall be entitled to one (1) vote on all matters coming before the Policy Board.  Members of the Board of Directors shall not have voting privileges on matters coming before the Policy Board, except that the Presiding Officer may cast the deciding vote in the event of a tie vote by the Policy Board Representatives.

This Policy Board may vote to exclude any individual designated by a State Association as its Policy Board Representative if the Policy Board determines by majority vote that such individual does not meet the eligibility requirements of this Article IX. 

The Policy Board shall have a minimum of two (2) regular meetings per year, with one of those two (2) meetings to take place in conjunction with the Leadership Conference. In addition, the Board of Directors may schedule special meetings of the Policy Board. The Board of Directors shall set the time and place of regular and special meetings and the Secretary shall provide Policy   Board Representatives written notice of the meeting not less than fifteen (15) days prior to the date of the meeting. Meetings may be held in person or by electronic media provided that participants may contemporaneously communicate with each other. The Policy Board may take a vote on any questions by mail, by electronic means, or by any combination thereof. 

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 approve or disapprove any application by an association of Firms or Practitioners for admission into NFDA Membership;
5. To appoint NFDA committees, task forces, work groups and their members;
6. To adopt and amend from time-to-time the enforcement procedures governing the investigation and resolution of complaints before the Professional Conduct Committee;
7. To review any appeals from the decisions of the Professional Conduct Committee and to affirm, overturn, or modify these decisions;
8. To develop and adopt all modifications to, and restatements of, the Mission Statement of NFDA;
9. 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
10. To assume such other responsibilities as may be delegated to it by the Bylaws of NFDA. 

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 are elected by the majority vote of the Policy Board. The election of the At-large Representatives shall take place at the Policy Board meeting held in conjunction with 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 a Policy Board Representative nor as an Officer of NFDA. 

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 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.

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.  

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 of 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 with the Leadership Development Committee and who was not listed 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 30% of the current Policy Board Members.
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. There shall be a separate election taken for each At-large Representative position to be filled. The Policy Board 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 Policy Board Members 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.

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 ten (10) NFDA Individual Members.
2. Purposes: The purposes of the Advocacy Committee are as follows: 

• 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.
• 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.
• To coordinate funding for and contributions by the NFDA Political Action Committee.
• To monitor and implement strategic action plans for the Advocacy Program of NFDA.

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

1. Composition: The Leadership Development Committee shall be comprised of the outgoing Immediate Past President whose term on the Board of Directors just ended, and six (6) Individual members comprised of former Policy Board Representatives, former members of the Board of Directors (f/k/a Executive Board), NFDA Past Presidents  or Individual Members with an understanding of the mission, vision, and values of NFDA. Current members of the Board of Directors or the Policy Board 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 two (2) years starting at the conclusion of the Annual Convention and terminating at the conclusion of the Annual Convention two (2) years later. The terms shall be staggered so that three (3) new Individual Members are appointed as Committee members 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:

• To identify and cultivate future leaders in cooperation with all other leadership groups at NFDA;
• To review candidate application forms and to interview candidates to determine and present a slate of qualified candidates for election by Firm and Individual Members and the Policy Board as applicable;
• To recommend to the Board of Directors the adoption of campaign and elections rules and guidelines; and
• To monitor candidate compliance with campaign and election rules and guidelines and to report any infractions to the Board of Directors.

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:

• 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.
• To resolve the complaints referred to in subsection (a) above in accordance with the enforcement procedures adopted by NFDA.
• 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.
• To recommend to the Policy Board any appropriate modifications to the Code of Professional Conduct and to recommend to the Board of Directors any appropriate modifications to the enforcement procedures governing the Professional Conduct Committee.

Except as provided in this Article XI, 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 two-year terms. 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.

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.

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 XII.