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SECTION 6 - CONFERENCES AND MEETINGS

1. ANNUAL CONFERENCE OF MEMBERS

The conference of the Association shall be held at such place as shall be chosen by the membership present and voting; and at such time as shall be designated by the Executive Board. As soon as it is practical during the scheduled conference, the President shall call the conference to order at the hour designated by the President. The minutes of the previous conference of the Association and any Executive Board meeting held since the last conference of the Association may be read and shall be approved and such business transacted as may properly come before such conference. A member shall vote in person or through a duly appointed representative from his or her state. Notice of proxy designation shall be in writing from the absent member and may be delivered to the President up until the roll call of the meeting. The President shall have the option of appointing a Parliamentarian to assist during meetings of the Association. The Parliamentarian may not vote on issues when their service is required.

2. WINTER MEETING

The meeting of the Association shall be held at such place as shall be chosen by the membership present and voting; and at such time as shall be designated by the Executive Board. As soon as it is practical during the scheduled conference, the President shall call the conference to order at the hour designated by the President. The minutes of the previous meeting of the Association and any committee meeting held since the last meeting of the Association may be read and shall be approved and such business transacted as may properly come before such meeting. A member shall vote in person or through a duly appointed representative from his or her state. Notice of proxy designation shall be in writing from the absent member and may be delivered to the President up until the roll call of the meeting. The President shall have the option of appointing a Parliamentarian to assist during meetings of the Association. The Parliamentarian may not vote on issues when their service is required.

3. NOTICE

There shall be mailed to each member of this Association at his or her seat of government, at least sixty (60) days prior to the Annual Conference and Winter Meeting, a notice setting out the time and place.

4. ROLL CALL

At general NASS conferences and meetings, there shall be a roll call by states and attendance recorded in the minutes by name and state of members prior to the business meeting; however, a Secretary of State may designate a person to answer such roll call.

SECTION 7 - RESOLUTIONS

The members may adopt resolutions of the Association at any annual conference or winter meeting. Members wishing to propose resolutions shall submit the proposed resolution in written form to the President. The President shall assign a proposed resolution to one of the substantive standing committees for consideration. The committee shall recommend action on the proposed resolution to the Association. The President or vote of two-thirds of the members attending shall submit a proposed resolution directly to the membership.

SECTION 8 - POSITIONS

1. POSITIONS OF THE ASSOCIATION

The President of the Association, in conjunction with such designees as he or she deems appropriate, and the Executive Board shall be responsible for representation of generally-held views of its members before the national government in Washington, DC between the meetings of the Association in regard to matters pending before the Congress and the Executive Branch of the national government which, by their nature, may require timely action prior to the next regular meeting of the Association.

2. PROCEDURE FOR PRESENTATION OF POSITION

When, within the view of the President of the Association, matters are pending before the Congress or Executive Branch of the national government which, by their nature, are of significant interest to the Association and require timely response, the President may conduct or authorize the conduct of a telephone or other poll of members of the Executive Board to determine if a majority consensus of that Board exists as to the interim position of the Association on the pending matter or matters. Upon determining that such a majority consensus of the Executive Board does exist, the President may authorize representation of the interim position of the Association, which shall be clearly identified as such, to the appropriate persons and institutions in the manner deemed appropriate by the President or designee(s), with due notification to members of the Association. Such positions shall come before the next regular meeting of the Association for consideration.

3. POSITION TAKING AT REGULAR MEETING

All other positions taken by the Association, other than interim position, on matters under consideration by or actions of the national government, shall be proposed in the form of a resolution, position statement, letter or other action item. Such resolutions or statements, to take effect, shall be approved by a majority of members present and voting.

SECTION 9 - HOLD HARMLESS

All Officers, Executive Board members and the Executive Director shall be held harmless for any and all actions taken in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The Association shall indemnify, the fullest extent now or hereafter permitted by law each Officer, Executive Board member or the Executive Board of the Association who was or is or is threatened to be made a party to or a witness in any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that the Office, Executive Board member or Executive Director is or was an authorized representative of the Association, against all expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by the Officer, Executive Board member or Executive Director in connection with such action, suit or proceeding if such Officer, Executive Board member or Executive Director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association and, with respect to any criminal proceeding, had not reasonable cause to believe his or her conduct was unlawful.

SECTION 10 - DISSOLUTION

Upon dissolution of the Association, the Executive Board shall, after paying all liabilities of the Association, dispose of all the remaining assets of the Association, exclusively by dividing them equally among each of the states, the District of Columbia, and any territories of the United States of America represented in the Association by members in good standing at the time of the dissolution according to population and based upon the same proportions as the sliding scale established by the Executive Board for the payment of dues. No assets remaining on dissolution shall be distributed to any individual member of the Association.

SECTION 11 - AMENDMENTS TO CONSTITUTION AND BYLAWS

Any of these sections of the Constitution and Bylaws may be amended by the majority vote of the members at any annual conference or winter meeting of the Association.