THE BYLAWS

AS AMENDED DECEMBER 9, 2014

BYLAWS OF 

THE ASSEMBLY OF STATE LEGISLATURES, INC.

A NOT FOR PROFIT CORPORATION

ARTICLE I.
ORGANIZATION AND PURPOSE
SECTION 1 Name: The name of the organization shall be The Assembly of State Legislatures, Inc. (hereinafter “The Assembly”). 

SECTION 2 Purpose: The purpose of The Assembly shall be to draft and recommend rules and procedures for a convention of the states for the purpose of proposing amendments pursuant to Article V of The Constitution of the United States of America and to consider and act upon all other matters of relevance for such a convention. 

SECTION 3 Organization: The Assembly is a member organization organized under Internal Revenue Code Section 501(c)(6) as a professional association of State Legislatures and shall operate under its requirements and restrictions. The Assembly is not organized for profit, and no part of any income in excess of expenses will inure to any private shareholder or individual. Compensation of any employee of The Assembly shall be limited to the value of services rendered to the organization. In the event of dissolution, the Executive Committee shall wind up the affairs of the organization, pay all remaining obligations, and remit any funds remaining thereafter to an organization designated by the Internal Revenue service as a charity under I.R.S. Code Section 501(c)(3). 

ARTICLE II.
MEMBERSHIP
SECTION 1 Membership: Membership shall consist of each of the 50 State Legislatures of The United States of America. The State Legislature as a body is the member for each state. 

SECTION 2 Delegation: Each state legislature shall be represented by its duly appointed delegation consisting only of currently sitting state legislators. 

SECTION 3 Delegate Limitation: Each delegation from each state legislature shall consist of a maximum of six voting delegates and such other delegates as the state shall designate. 

SECTION 4 Delegate Appointment: Voting delegates of each delegation shall consist of two delegates appointed by the highest ranking member of the majority party of each of the two legislative bodies in each state and one delegate appointed by the highest ranking member of the largest minority party in each of the two legislative bodies in each state. 

SECTION 5 Alternative Delegate Appointment: In a State with one legislative chamber, the legislative leader shall designate all six voting delegates of a State’s delegation. 

SECTION 6 Political Parties: In no event shall more than four voting members of a State’s delegation be members of the same political party. 

SECTION 7 Delegate Openings: In the event that a State legislature designates one or more voting delegates but less than six, the voting delegate or delegates so designated and attending the meetings of The Assembly shall serve as that State’s delegation. 

SECTION 8 Board Appointment of Delegates: If the State legislative leaders of a State fail to designate a voting delegate or delegates, the Co-Presidents acting jointly may seat currently sitting members of that State legislature as acting delegates with full rights of voting and participation upon approval of a majority of a quorum of the Assembly. 

ARTICLE III.
GOVERNANCE
SECTION 1 Quorum: A quorum of the Assembly shall be required to conduct a meeting of the Assembly. A quorum shall consist of 26 or more members of the Assembly. Voting shall be by state, and each state shall vote by polling its voting delegates. 

SECTION 2 Annual Meeting: At the first annual meeting of the Assembly after each general election, voting delegates of the two largest political parties shall meet and choose one member of its party to serve as its Co-President of The Assembly. The Co-Presidents of the Assembly shall serve for a term of two years. The executive board may call a special meeting at any time during the year, provided they give members at least 90 days advance notice. The executive board may call an emergency meeting, provided they provide at least 14 days written notice to the board members. 

SECTION 3 The Co-Presidents of The Assembly shall jointly establish, make appointments to, and co-chair the Executive Committee which shall function as the governance entity of The Assembly. The Executive Committee shall draft a Code of Regulations which shall be approved by the majority of the quorum of the Assembly. The Code shall include rules and regulations for meetings, voting, election, rules and procedures, creation of committees, and all other functions of The Assembly. The executive committee may delegate this duty to an appropriate sub-committee or newly formed committee. 

SECTION 4 Executive Committee: The Executive Committee shall consist of the Co-Presidents, the Treasurer, the Secretary, and any other positions the Co-Presidents may jointly appoint. 

Co-President: the two elected Co-Presidents shall convene regularly scheduled Executive Committee meetings and shall preside or arrange for other members of the Executive Committee to preside at each meeting. Each Co-President shall appoint a Co-Vice President who shall serve in the absence of the appointing Co-President. 

Secretary: shall be responsible for keeping records of all Assembly actions including overseeing the taking of minutes at all Executive Committee meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Executive Committee, member and assuring that corporate records are maintained. 

Treasurer: shall make a report at each Executive Committee meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and maintain and make financial information available to Executive Committee members and the public. The Executive Committee shall determine the method of maintaining financial data of the Assembly. Checks shall require the signature of a Co-President and the Treasurer. 

An Executive Committee member can be removed due to misconduct or impropriety by a majority of the Assembly. 

An Executive Committee member shall notify the board in writing of his/her intent of resignation. 

A vacancy is created when an Executive Committee member is removed or resigns. The Executive Committee shall notify the membership of the vacancy. 

SECTION 5 Committees: The Executive Committee may create committees to support the operation of the Assembly. Committee Chairs shall be appointed, and/or removed, by the Executive Committee. Committees may be dissolved by a majority vote of the Executive Committee. These committees may include, but are not limited to the following: 
               Rules Committee 
               Judiciary Committee 
               Finances, Communications, & Logistics 

SECTION 6 Any decision of the Co-Presidents or the Executive Committee may be voided by a vote of a majority of a quorum of the members. 

SECTION 7 These By-Laws may be amended by a vote of a majority of the members.