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About Us
1. NAME
1.01 The name of this Association shall be "HAMPTON ROADS ESTATE PLANNING COUNCIL", sometimes herein referred to as the "Council".
2. OBJECTS, MISSION & PURPOSE
2.01 Mission: The mission of the Council shall be to promote the multi-disciplinary approach to estate planning by supporting its Members; encouraging cooperation among Members to create a thorough and comprehensive estate plan for their clients and a better understanding of the role each Member plays in the process; and to provide education and learning opportunities for its Members and to increase public awareness of the importance of estate planning by a team of professional advisers.
2.02 Vision: The Council seeks to provide opportunities for education and learning for its Members so as to promote proper estate planning methods and to provide confidence and guidance in the estate planning process.
2.03 Purposes: The specific purposes of the Council are:
To serve the best interests of the public, and to promote and enhance the welfare, ethical standards, and best interests of Council and its Members.
To establish and maintain a common meeting ground and medium for communication among Council Members, and to promote understanding and harmony among them and with the general public.
To improve the stature of the Council and its Members through self-discipline and educational programs, and to improve their qualifications to serve the public and, particularly, their clients.
To encourage talented students with high potential to enter the field of estate planning by mentoring and/or sponsoring and implementing vocational guidance and scholarship programs.
To promote standards of excellence in its Members.
To encourage Members in obtaining accreditation as an “Accredited Estate Planner” and/or as an “Estate Planning Law Specialist” by the National Association of Estate Planners and Councils.
3. MEMBERSHIP
3.01 Membership of this Council shall consist of those who have first been proposed by the Membership Committee and subsequently elected by majority vote of the Executive Committee.
3.02 There shall be no limit to the overall size of the Council.
3.03 Membership in the Council shall be restricted to those who devote a significant portion of their occupational or professional time and effort to performing research and/or rendering advice for the purpose of assisting clients or customers in the accumulation of wealth, avoidance of unnecessary taxes on such estates, planning the disposition and transfer of, postmortem planning and administration of estates, charitable planning or planned giving and who are actively engaged in one or more of the following occupations:
Attorneys-at-Law, who are licensed and admitted to practice before the highest court of the state by which licensed;
Certified Public Accountants, who hold a current license;
Trust Officers, employed by bank trust departments and independent trust companies;
Chartered Life Underwriters, who hold a current license.
Full time employees of recognized tax-exempt organizations, whose primary occupation or job responsibility is the advising of actual and potential donors to such organizations of charitable or planned giving options, including, but not limited to the income, gift and estate tax consequences of such options;
Other licensed or accredited professionals who, in the discretion of the Executive Committee, have the education, training, experience and qualities necessary for Membership, including but not limited to Certified Financial Planners and Chartered Financial Consultants.
And who are actively engaged for three years or more in one or more of the following activities:
Administering estates and trusts
Analyzing existing life insurance coverage for continuing relevance
Analyzing proposed transactions for estate and gift tax implications
Attending estate planning council meetings and other estate planning or educational events
Business succession planning
Charitable/gifting planning
Designing estate plans
Designing qualified and non-qualified retirement plans
Developing strategies to minimize potential estate and gift taxed
Developing programs to conserve assets during lifetime and at death
Drafting estate planning documents
Life settlements of life insurance policies
Preparing estate and gift tax returns
Preparing fiduciary accountings
Preparing fiduciary income tax returns
Probating wills & administering estates
Proposing life insurance solutions consistent with estate plans
Retirement distribution planning
Succession planning
3.04 No new Members shall be elected by the Executive Committee if such election would cause an occupational category to constitute more than forty percent (40%) of the total membership of the Council. No Member in good standing shall be expelled if attrition by Members of other professions causes any profession to exceed the above state limitation on Membership.
3.05 Membership in the Council, or any rights thereunder, is not transferable.
3.06 Termination of Membership.
3.06.1 Delinquency. A Member shall become delinquent if annual dues are not paid within sixty (60) days of the initial dues notification. A notice of delinquency shall be given and the Membership shall be terminated if payment is not made within thirty (30) days of such delinquency notice. Any individual whose Membership has been terminated for reasons of delinquency may be reinstated according to procedures as may be established by the Executive Committee from time to time. The Board may decline to reinstate Members whose Membership has been terminated for reasons of delinquency.
3.06.2 Discipline. By a two-thirds (2/3) affirmative vote, the Executive Committee may expel a Member for any cause which, in its judgment, is deemed sufficient, provided that said cause is fair and reasonable. No Member shall be expelled until he or she has been notified pursuant to Section 3.06 (Termination of Membership, Procedure) herein. If no response is received within the time limit set forth in the notice, the Member may be automatically expelled. Upon expulsion under this section, all rights and privileges of Membership of the expelled Member are terminated and any Membership certificate shall be surrendered to the Council by the expelled Member. The Member shall be liable for all costs, including, but not limited to, attorney’s fees, incurred by the Council in seeking collection of delinquent Membership dues, and in seeking injunctions prohibiting the expelled Member from claiming Membership after the expulsion.
3.06.3 Death. A Member’s Membership in the Council is automatically terminated upon that Member’s death.
3.06.4 Incapacity. A Member’s Membership in the Council is automatically suspended upon that Member’s incapacity (in the sole opinion of the Executive Committee). If the incapacity is cured or otherwise removed, then the incapacitated Member’s suspension may be lifted and the Member reinstated upon petition to the Executive Committee for such reinstatement.
3.06.5 Resignation. A Member desiring to resign shall submit in writing notification to the Executive Committee for its action. This notification does not relieve the Member of any dues owed at the time of the notification. Membership shall be terminated upon the acceptance of the resignation by the Executive Committee.
3.06.6 Procedure. Any Member’s rights may be terminated or suspended or the Member expelled pursuant to any procedure that is fair and reasonable and is carried out in good faith. The Member should be notified in writing at least fifteen (15) days prior to the expulsion or termination or suspension of his/her Membership and the reasons for said expulsion, termination, or suspension. At least five (5) days before the proposed expulsion of the Member or the proposed termination or suspension of the Member’s Membership, the Member may provide to the Executive Committee a written explanation of why the proposed expulsion, termination, or suspension should not take place. The Executive Committee may also allow, but is not required to do so, the Member to give oral testimony before the Executive Committee on that Member’s behalf to request that no expulsion, termination, or suspension be instituted. If an Executive Committee meeting is held to consider a written statement by the Member or an oral hearing is held, a decision shall be made and conveyed in writing to the Member within thirty (30) days of said Executive Committee meeting or hearing date. Immediate expulsion of a Member or termination or suspension of a Member’s Membership may take place prior to the end of the fifteen (15) days notice period required above, if such termination or suspension is fair and reasonable taking into consideration all of the relevant facts and circumstances. Any written notice given by mail must be given by first-class or certified mail sent to the last address of the Member shown on the Council's records. Any proceeding challenging an expulsion, termination or suspension, including a proceeding in which defective notice is alleged, must be commenced within one (1) year after the effective date of the expulsion, termination or suspension.
3.06.7 Obligation of Member for Dues. A Member who has resigned, been expelled, or whose Membership has been terminated or suspended may be liable to the Council for dues, assessments or fees as a result of obligations incurred or commitments made prior to such resignation, expulsion, termination, or suspension. Dues are incurred at the beginning of each fiscal year and no refunds shall be given for expulsion, termination, suspension or resignation, unless otherwise indicated in the By Laws for certain rare circumstances.
3.07 A Member of the Council is required to conduct himself/herself at all times in the following manner:
To uphold the integrity and honor of the profession and to encourage respect for it. This involves promoting the continual development of the estate planning industry, as well as the Member's respective specialization.
To be fair. This requires that a professional treat others as he/she would wish to be treated if in the other's position. It also means that a Member shall disclose conflicts of interest in providing estate planning services.
To continually improve his/her knowledge, skill, and competence throughout his/her working life.
To do the utmost to attain a distinguished record of professional service based upon diligence. This means that a Member must act with patience, timeliness, and consistency, and do so in a prompt and thorough manner in the service of others.
To support the established institutions and organizations concerned with the integrity of his/her profession.
To respect the confidentiality of any information entrusted to, or obtained in the course of, the Member's business or professional activities.
To regulate himself or herself. That is, every Member has a two-fold duty to abide by his/her other applicable professional codes of ethics, and to also facilitate the enforcement of this Code of Professional Responsibility. This also means expeditiously reporting breaches of professional responsibility, including one's own, to the Council. The Council will make all reasonable efforts to diligently investigate each reported breach and report such breach to the proper professional governing body, if the investigation results in a breach that requires reporting or the Council feels, in its sole opinion, that such breach merits reporting to the professional governing body. Nothing herein shall be construed to make the Council responsible for reporting such findings to the general public. Confirmed breaches will result in discipline by the Council, which may include dismissal for the most egregious offenses.
To comply with all laws and regulations, in particular as they relate to professional and business activities.
To cooperate with other Members, and other estate planning professionals, to enhance and maintain the estate planning profession's public image, and to work together to improve the quality of services rendered.
4. EXECUTIVE COMMITTEE
4.01 The governing body of the Council shall be known as the Board of Directors or Executive Committee, which shall possess and exercise all powers necessary for the government of the Council and the conduct of its business.
4.02 The Executive Committee shall be composed of the immediate Past President, the Officers (as set forth in Article 5.01) and the Directors (as set forth in Article 4.04).
4.03 Officers shall serve on the Executive Committee the term of one year in which they serve as officers or until their successors are elected and assume office.
4.04 The Directors of the council shall consist of seven (7) Members who shall be elected to serve a term of two (2) years or until their successors are elected and assume office. At least three (3) Directors shall begin their terms in odd numbered years and four (4) Directors shall begin their terms in even numbered years for the purpose of providing continuity of leadership on the Executive Committee through the use of staggered terms.
4.05 No more than two (2) Directors shall be members of the same occupational group unless there is no member of a particular occupational group who is willing to serve as a Director.
4.06 The Executive Committee, by concurrence of a majority of its members, shall have the power to fill, for an unexpired term, any vacancy which occurs either in its own body or in any office.
4.07 Meetings of the Executive Committee may be called at the President's discretion, or by three (3) Members of the Committee. The Executive Committee may establish such rules of procedure and practice as it may require for its meetings.
5. OFFICERS AND DIRECTORS
5.01 The officers of the Council shall consist of a President, First Vice President, Second Vice president, Secretary and Treasurer.
5.02 The officers shall hold office for one year or until their successors are elected and assume office, with a maximum of two (2) consecutive terms in any one office.
5.03 The office of President shall in no event be filled in successive years by Members of the same occupational group.
5.04 A Director or Officer shall discharge his or her duties as a Director or Officer, including his or her duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the best interests of the Council. The Director or Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
5.04.1 One or more Officers or employees of the Council whom the Director reasonably believes to be reliable and competent in the matters presented;
5.04.2 Legal counsel, public accountants, or other persons employed by the Council as to matters the Director reasonably believes are within the person's professional or expert competence;
5.04.3 A committee of the Executive Committee of which he is not a member if the Director reasonably believes the committee merits confidence; or
5.04.4 Officer, director or employee of any management company regularly employed by the Council.
5.04.5 A Director or Officer is not acting in good faith if said Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.
6. QUORUMS
6.01 Any six (6) Members of the Executive Committee shall constitute a quorum for the transaction of business.
6.02 Thirty-five percent (35%) of the membership of the entire Council shall constitute a quorum for the transaction of business.
7. NOMINATIONS AND ELECTIONS
7.01 The President shall, prior to the date of each annual meeting, appoint a Nominating Committee consisting of not less than three (3) and not more than five (5) Members of the Council (no more than two (2) from any occupational category) to submit a list of nominees for officers of the Council and for Members at large of the Executive Committee to be voted upon at the annual meeting. The immediate past president of the Council, if willing to serve, shall be a member of and Chair of the Nominating Committee. Said Committee shall cause the names of their nominees to be circulated to the membership of the Council prior to the date of the meeting.
7.02 In addition, officers and Members at large of the Executive Committee may be nominated from the floor at the annual meeting.
7.03 The candidates receiving the majority of votes of the Members present at the annual meeting shall be declared elected, and shall hold office until their successors are elected and assume office.
7.04 No Member may appoint a proxy to vote or otherwise act for such Member.
8. MEETINGS
8.01 The annual meeting of the Council shall normally be the last regular membership meeting of the Council's fiscal year, and shall be held during the Spring of each year at a time and place selected by the Executive Committee. The Secretary shall advise each member, by mail or other customary form or forms of communication regularly employed as notice to the Members, of the date and place selected at least ten (10) days in advance thereof.
8.02 The failure to hold and annual meeting at a time stated in or fixed by these By-Laws shall not affect the validity of any corporate action.
8.03 Meetings of the Members for the furtherance of the objectives of this Council may be called by the Executive Committee at stated times, or from time to time in its discretion.
8.04 The program of meetings of the Council shall be arranged by the Program Committee with the approval of the Executive Committee.
8.05 Any member may, in writing addressed to the Secretary, request the Executive Committee to bring up for discussion at any meeting, except the annual meeting, any matter, which, in the discretion of the Executive Committee is relevant to the mission of the Council, which may interest said Member.
8.06 A quorum of the Board of Directors consists of a majority of the Directors in office immediately before a meeting begins. In no event may the Bylaws authorize a quorum of fewer than the greater of either one-third (1/3) of the number of Directors in office or two (2) Directors.
9. COMMITTEES
9.01 The President shall appoint a Membership Committee composed of not more than five (5) Members (no more than two (2) from any occupational category), including the Second Vice President and not more than four (4) other members. The Second Vice President shall serve as Chair of this Committee. This Committee will meet, from time to time, at the discretion of its Chair, or when requested to do so by the Executive Committee, for the purpose of considering and proposing to the Executive Committee the names of potential new Members of the Council. Any three(3) Committee Members shall constitute a quorum.
9.02 The President shall appoint a Program Committee composed of not more than five (5) Members (no more than two (2) from any occupational category), including the First Vice President and not more than four (4) other members. The First Vice President shall serve as Chair of this Committee. This committee will meet, from time to time, at the discretion of its Chair, or when requested to do so by the Executive Committee. Any three (3) Committee Members shall constitute a quorum.
9.03 In addition, the President may appoint such other committees as he or she or the Executive committee shall deem advisable to further the interests of the Council and its members.
10. DUTIES OF OFFICERS
10.01 The President shall preside at all meetings of the Council and the Executive Committee, and perform the duties herein set out.
10.02 The First Vice President shall perform the duties of the President in the absence of the President, and shall serve as Chairman of the Program Committee.
10.03 The Second Vice President shall perform the duties of the President in the absence of the President and the First Vice President and shall serve as Chairman of the Membership Committee.
10.04 The Treasurer shall have custody of all funds and property of the Council. The Treasurer shall deposit all funds of the Council in the name of the Council in a financial institution having an office or branch in South Hampton Roads, Virginia. All withdrawals of such funds shall be on checks or orders signed by the Treasurer or such other officer(s) as designated by the Executive Committee. The Treasurer shall prepare and submit a statement of the financial condition of the Council at the annual meeting and at such other times and in such manner as the Executive Committee may require.
10.05 The Secretary shall keep a record of proceedings of all meetings of the Council and the Executive Committee, shall keep a current roster of all Members of the Council, shall be responsible for the mailing of notices of meetings and other communications to members, and shall be entitled to reimbursement for expenses so incurred.
11. EXPENSES AND DUES
11.01 The expenses of the Council, including the cost of meals at regular membership meetings, shall be provided for by payment of annual dues by the Members. The amount of dues for each year will be determined by the Executive Committee and shall be payable in advance on or before September 1st of each year. The Executive Committee may also offset the expenses of the Council by offering advertisements in the Council Directory or Sponsorships of the Membership Meetings or any portion or segment thereof.
12. FISCAL YEAR
12.01 The Council shall operate on a fiscal year basis beginning on July 1st of each year.
12.02 All officers and Members at large of the Executive Committee shall assume office immediately following the annual meeting at which they are elected.
13. ADVERTISEMENT
13.01 Membership in this Council shall not be used in any form by the member to solicit business, except through advertisement in the Council Directory or sponsorship of membership meetings, or any portion thereof or to advertise an expertise or competence in their respective professions. This prohibition shall not include a listing of membership in this Council in a resume, or similar publication.
14. AMENDMENTS
14.01 These Articles of Association and By-Laws may be amended in any one of the following ways:
at any membership meeting of the Council by a vote of two-thirds (2/3) of the Members present, provided that notice setting forth the proposed amendment shall have been mailed to all Members at least five days prior to the date of such meeting; or
by unanimous vote of the Executive Committee with at least six (6) Members in attendance; or
by unanimous vote of the Members present at any membership meeting attended by a quorum.
15. INDEMNIFICATION
The Executive Committee shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against him or her and incurred by him or her in any such capacity or as a result of service at the request of the Council as a director, officer, employee or agent whether or not the Council would have the power to indemnify him or her against such liability under any provision of these By-Laws.
16. CONFLICT OF INTEREST POLICY
16.1 Conflict of Interest Transaction.
Definition. A conflict of interest transaction is a transaction with the Council in which a Director of the Council has a direct or indirect interest.
Methods of Acceptance of Transaction. A conflict of interest transaction is not voidable by the Council or the basis for imposing liability on a Director solely because of a Director’s interest in the transaction if any one (1) of the following is true:
- in advance of the vote of the Board of Directors or a committee of the Board, the material facts of the transaction and the Director’s interest were disclosed or known to the Board of Directors or committee of the Board of Directors and the Board of Directors or committee authorized, approved, or ratified the transaction;
- in advance of the vote of the Members, the material facts of the transaction and the Director’s interest were disclosed or known to the Members and they authorized, approved, or ratified the transaction;
- before or after the transaction is consummated, the Board obtains the approval of the attorney general for the State or a court of competent jurisdiction approves the transaction in an action where the attorney general for the State is joined as a party;
- or the transaction was fair at the time it was entered into.
16.2 Indirect Interest. A Director or Officer of the Council has an indirect interest in the transaction if, but not only if, another entity in which the Director or Officer has a material financial interest in is a party to the transaction; another entity in which the Director or Officer is a general partner is a party to the transaction; another entity in which the Director or Officer is a governor, director, manager, officer, or trustee is a party to the transaction. All such interest should be disclosed to and considered by the Board of Directors.
16.3 Authorization, Approval, and Ratification Under Section 16.1b1 Above. A conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the Board of Directors who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified by a single Director. If a majority of the Directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this section, unless otherwise provided.
16.4 Authorization, Approval, and Ratification Under Section 16.1b2 Above. A conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the Members. Votes cast by or voted under the control of a Director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in Section 16.2 (Indirect Interest), may not be counted in a vote of the Members to determine whether to authorize, approve, or ratify a conflict of interest transaction under this section. The vote of these Members, however, is counted in determining whether the transaction is approved under other sections of the Act. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this section constitutes a quorum for the purpose of taking action under this subsection.
17. MEMBERSHIP IN NAEPC
The Council is required to be a member of the National Association of Estate Planning and Councils and abide by all rules and regulations set forth by the said NAEPC.
The foregoing Amended and Restated Bylaws of the Hampton Roads Estate Planning Council were adopted by unanimous vote of the Executive Committee, with at least seven members in attendance, pursuant to the provisions of Article 16 of the By-Laws then in effect on the18th day of March, 2008. All amendments are effective as of July 1, 2008.
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