About

Constitution and Bylaws

About

Constitution

Article 1: Name
The organization shall be known as the College Band Directors National Association.

Article 2: Purpose
The purpose of the organization is to assist members in seeking individual and collective growth as musicians, educators, conductors, and administrators.

Article 3: Membership in the Association

  1. Active.
    1. College/university band directors including Associate and Assistant directors, directors of a military service bands, community bands, school bands, etc – active or retired.
    2. Former college/university band directors now engaged in college/university music education, administration or related areas.
    3. Honorary Life Members.
  2. Associate.
    1. Music industry – one member of the firm shall be designated as representative to the Association.
    2. Student – graduate or undergraduate who is actively involved in band activities and development.
  3. Rights and Privileges.
    1. Only active members shall be entitled to vote on Association business and to hold elected office. Active membership is maintained through payment of annual dues.
    2. Active members upon retirement from their institution shall be entitled to a reduced dues assessment.
    3. Honorary Life Membership may be conferred upon active members by the Board of Directors as a form of formal recognition of exemplary contributions to the welfare of college and university bands.
    4. Associate members do not have voting rights and may not hold elected office in the Association; they may attend all CBDNA functions (with the exception of Business Sessions) and shall receive all CBDNA publications
    5. Student membership is valid only during the period when the student is enrolled in graduate or undergraduate collegiate activities.

Article 4: Officers
The national officers shall consist of President, President-Elect, Past President, six Divisional Presidents, and two At-Large Representatives. These individuals shall constitute the Board of Directors with voting privileges for all matters presented for consideration.

The national Secretary and Treasurer shall be appointed by the Board of Directors and serve as non-voting members of the Board of Directors. 

The division officers shall consist of President and President-Elect. The Division President shall appoint a Secretary-Treasurer.

Article 5: Conferences
The CBDNA shall meet in National Conference biennially beginning with the 1966-67 academic year, the time and place to be determined by the Board of Directors. The Divisional Conferences shall be held in alternate years, the time and place to be determined by the Divisional membership.

Concerts and instructive sessions presented at the National and Divisional Conferences shall be open to all members of CBDNA and their invited guests. Business sessions of the Association shall be open to active members only or by special invitation of the Board of Directors.

Article 6: Dues
The dues structure for various categories listed in Article 3 shall be:

  1. Active.
    1. Active Membership: $150.00
    2. Retired Active Membership: $20.00
    3. Honorary Life Membership: —-
  2. Associate.
    1. Music Industry: $120.00
    2. Student: $20.00
  3. – The National Office shall return a minimum sum in the amount of $5,000 to each division during the first year of the biennium (the two-year period immediately following a National Conference).
    – The Treasurer shall collect all dues.
    – The Board of Directors may appropriate a sum up to $10.00 per active member for the commissioning of new compositions for the wind band.
    – The fiscal year for CBDNA shall run from October 1 to September 30. The membership year shall be the same.
    – The terms of administrative office on both the National and Divisional level shall run from the close of one National Conference to the close of the succeeding National Conference.

Article 7: Revisions or Amendments
Proposed amendments to CBDNA Constitution and Bylaws may be presented to the Board of Directors by any officer of the Association at any time. The Board shall then determine by a majority vote which amendments shall be circulated to members of active status for consideration. Board approved amendments shall be circulated to all members of active status at least two weeks prior to a public forum for discussion and debate including, but not limited to, the CBDNA Forum at the Midwest Clinic, or the biennial National Conference. Within four weeks after the public forum, ballots will be cast by electronic voting through the CBDNA website. An Amendment must receive two-thirds of the votes cast to pass. An approved amendment becomes effective immediately, unless otherwise stated in the amendment.

Bylaws

ARTICLE ONE — NAME, PURPOSES, POWERS AND OFFICES

By the signature below, College Band Directors National Association adopts the following Amended Bylaws (the “Bylaws”). This Amended Bylaws shall supercede all previous versions.

Section 1.1. Name. The name of this corporation is and shall be College Band Directors National Association (the “Corporation” or “Association”).

Section 1.2. Purposes. The Corporation is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding provision or provisions of any subsequent United States revenue law (the “Code”), and to conduct, accomplish and carry on its objectives, functions and purposes or any part thereof set forth in the governing documents of the Corporation as amended from time to time, within or without the State of Texas.

Within the scope of the foregoing purposes and not by limitation thereof, the Corporation is organized with the following purpose: To advance college bands by supporting individual and collective growth of musicians, educators, conductors, and administrators and for all other purposes allowed by law. Said organization is organized exclusively for charitable, religious, education and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

This Corporation is additionally organized to promote, encourage, and foster any other similar religious, charitable, scientific, or educational activities; to accept, hold, invest, and reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate its assets, and all income therefrom, for, and to devote the same to, the foregoing purposes of the Corporation; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Corporation. Provided however, no act may be performed which would violate Section 501(c)(3) of the Code as it now exists or as it may hereafter be amended.

Section 1.3. Powers. The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Business Organizations Code as it now exists or as it may hereafter be amended; provided, however, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the Code.

Section 1.4. Offices. The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

ARTICLE TWO — MEMBERS

Section 2.1. Membership.

The Corporation shall have members. Membership shall be determined by one’s inclusion in the following categories:

  1. Active.
    1. College/university band directors including Associate and Assistant directors, directors of a military service bands, community bands, school bands, etc – active or retired.
    2. Former college/university band directors now engaged in college/university music education, administration or related areas.
    3. Life Members.
  2. Associate.
    1. Music industry – one member of the firm shall be designated as representative to the Association.
    2. Student – graduate or undergraduate who is actively involved in band activities and development.

Section 2.2. Rights and Privileges. Upon application for membership and acceptance by the Corporation as a “member,” Members have the following rights and privileges, depending upon the category of membership:

  1. Only Active Members shall be entitled to vote on Association business and to hold elected office. Active Membership is maintained through payment of annual dues.
  2. Active Members upon retirement from their institution shall be entitled to a reduced dues assessment.
  3. Life Membership may be conferred upon Active Members by the Board of Directors as a form of formal recognition of exemplary contributions to the welfare of college and university bands. Once named a “Life Member,” a Member is no longer required to pay dues.
  4. Associate Members do not have voting rights and may not hold elected office in the Association; they may attend all CBDNA functions and shall receive all CBDNA publications.
  5. Student membership is valid only during the period when the student is enrolled in graduate or undergraduate collegiate activities.

Section 2.3. Meetings of the Members. Members shall meet at least biennially at a time and place to be determined by the Board of Directors. The Board of Directors shall notify the Members of the biennial meeting at least thirty (30) days’ prior to the meeting, by email to all Active Members. A current list of all Active Members is maintained by the executive committee of the Board of Directors. The Divisional Conferences shall be held in alternate years, the time and place to be determined by the Divisional President.

Section 2.4. Delegation of Certain Authority to Board of Directors. The Members shall have the right to delegate to the Board of Directors certain powers, authority and/or rights provided to the Members herein or by the laws of the State of Texas. The delegation of any powers, authority and/or rights by the Members to the Board of Directors is revocable by the Members at any time. The Members shall have the right to approve or reject any vote or decision by the Board of Directors regarding or in any way involving the dissolution, merger and consolidation of the Corporation and decisions regarding the sale of substantially all of the Corporation’s assets, or in any other fundamental action as defined by the laws of the state of Texas. Further, the Members shall have the right to disband the Board of Directors and elect and appoint new Directors if, at the Members’ sole discretion, the Board of Directors fails to follow the purposes of the Corporation as stated in the Certificate of Formation and Section 1.2 herein. A vote of two-thirds of the Active Members of the Corporation is required to remove the Board of Directors or to take fundamental action as defined by the laws of the state of Texas.

ARTICLE THREE — BOARD OF DIRECTORS

Section 3.1. General Powers; Delegation. The governance of the Corporation is vested in the Board of Directors, and all activities, property and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, by the Certificate of Formation or by these Bylaws.

Section 3.2. Removal. Any director may be removed, either for or without cause, by the affirmative vote of the Board of Directors present at any meeting of Board of Directors at which a quorum is present, if notice of the intention to act upon such matter shall have been given in the notice of such meeting and if such notice is provided to the director proposed to be removed.

Section 3.3. Place of Meeting. Meetings of the Board of Directors shall be held at such places, within or without the State of Texas, as may from time to time be fixed by the Board of Directors or as shall be specified or fixed in the respective notices or waivers of notice thereof. Meetings may be held via video or other electronic means, as long as electronic voting can be determined by written means, or otherwise recorded by to the Secretary of the Corporation.

Section 3.4. Annual Meetings. An annual meeting of the Board of Directors, of which no additional special notice shall be necessary, shall be held each year. At such annual meeting, the directors shall elect officers and transact any and all other business as may properly come before the meeting. Directors shall be given up to fourteen (14) days’ notice of annual meetings.

Section 3.5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed from time to time by resolution adopted by the Board and communicated by written notice to all directors. Except as otherwise provided by law, by the Certificate of Formation or by these Bylaws, any and all business may be transacted at any regular meeting.

Section 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Board or the Secretary upon not less than two (2) nor more than fourteen (14) days’ notice to each director, either personally, by hand delivery, or by mail or by email or other electronic transmission. Special meetings shall be called by the Chair or Secretary in like manner and on like notice on the written request of two (2) or more directors. Except as otherwise provided by law, by the Certificate of Formation or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.7. Quorum and Manner of Acting. As the Board of Directors may determine from time to time, the presence at a meeting of the Board of Directors, in person or via videoconference, of a majority of the number of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Formation or by these Bylaws.The act of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law, by the Certificate of Formation or by these Bylaws, in which case the act of such greater number shall be requisite to constitute the act of the Board. A director must vote in person (either by physical presence or remote presence) or must indicate to the satisfaction of the Secretary that such a vote was cast. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened. Any director who participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called or convened shall not be counted toward a quorum.

Section 3.8. Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if unanimous consent in writing setting forth the action to be taken shall be signed by the number of directors or members of the committee whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted, as the case may be. Such consent must be filed with the minutes of proceedings of the Board of Directors or of the committee. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any document.

Section 3.9. Electronic Meetings. Subject to the provisions of applicable law and these Bylaws regarding notice of meetings, members of the Board of Directors or members of any committee designated by such Board may, unless otherwise restricted by statute, by the Certificate of Formation or by these Bylaws, participate in and hold any meeting of such Board of Directors or committee by using conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the telephone or other equipment system permits each person participating in the meeting to communicate with all other persons participating in the meeting. If voting is to take place at the meeting, reasonable measures must be implemented to verify that every person voting at the meeting by means of remote communications is sufficiently identified and a record must be kept by the Secretary of any vote or other action taken. Participation in a meeting pursuant to this Section 3.9 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

ARTICLE FOUR — COMMITTEES

Section 4.1. Committees of Directors. The Board may, in its discretion, form committees and appoint
members to such committees. In addition to the committees identified below, the Board of Directors, by
resolution adopted by a majority of the directors in office, may designate one or more additional committees, which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation and are thus, “Board-level committees,” with commensurate fiduciary responsibilities. Each such committee shall be chaired by a director or officer and consist of three (3) or more persons, a majority of whom are Directors. The designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on the Board or such director by law. Any member thereof may be removed by the Board of Directors whenever, in the Board of Directors’ judgment, the best interests of the Corporation shall be served by such removal. Subject to the foregoing, standing committees may be established, appointed and continued at the discretion of the President. All acts of such committees shall be subject to approval of the Board of Directors.

  1. Executive Committee. The Executive Committee shall consist of the President, President-Elect, Past President, Treasurer, and Secretary of the Corporation. The Executive Committee shall exercise all the powers of the Board of Directors, subject to such limitations as the laws of the State of Texas or resolutions of the Board of Directors may impose. If the Chair cannot serve as chair of the Executive Committee, the Secretary shall act as temporary chair of the Executive Committee. Committee shall be responsible for overseeing the governance of the Corporation and establishing and reviewing the policies, practices, and procedures of the Corporation.
  2. Finance Committee. The Finance Committee shall consist of the Treasurer and at least two or more additional persons, a majority of whom are directors. The Finance Committee shall report to the Executive Committee at regular intervals and prepare a complete report on the Corporation’s finances to be sent annually to the Executive Committee and made available to all members of the Board of Directors. Further, the Finance Committee shall consider the details of the budget for the Association, which is prepared by any financial professionals hired by the Corporation and at the Finance Committee’s recommendation. The Finance Committee shall review and approve all tax returns filed on behalf of the Corporation.
  3. Nominating Committee. The Nominating Committee shall be created as set forth in Section 6.2(3) below, and shall act in the manner described therein.

Section 4.2. Quorum; Manner of Acting. Unless otherwise provided in the resolution of the Board of
Directors designating a committee of Directors, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 4.3. Rules. Each committee of Directors may adopt rules for its own government not inconsistent
with these Bylaws or with rules adopted by the Board of Directors.

Section 4.4. Standing Committees. Standing committees may be established, appointed and continued at the discretion of the President, and are not required to contain a majority of Directors.

ARTICLE FIVE — NOTICES

Section 5.1. Manner of Giving Notice. Upon election to the Board of Directors or committee, each director or committee member shall indicate their preferred email address and communicate it to the Secretary of the Corporation. All communication with the directors shall be through this method, and it is the responsibility of the director to indicate any change of this email address, in writing, to the Corporation. Whenever, under the provisions of any law, the Certificate of Formation or these Bylaws, notice is required to be given to any director or committee member of the Corporation, written notice must be provided to each director or committee member via email address. Any notice to be given by email shall be deemed to be delivered upon successful transmission of such email.

Section 5.2. Waiver of Notice. Whenever any notice is required to be given to any Director or committee member of the Corporation under the provisions of any law, the Certificate of Formation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE SIX — OFFICERS, EMPLOYEES, AND AGENTS: POWERS AND DUTIES

Section 6.1. Officers. The Corporation’s National officers shall consist of President, President-Elect, Past
President, six Divisional Presidents, and two At-Large Representatives. These individuals shall constitute the Board of Directors with voting privileges for all matters presented for consideration. The national Secretary and Treasurer shall be appointed by the Board of Directors and serve as non-voting members of the Board of Directors. The duties of the National Officers shall be:

  1. President. It shall be the duty of the President to organize the National Conference and preside at
    all general meetings thereof. It shall be the duty of the President to represent CBDNA to other
    associations and at other conferences or appoint a representative in his/her place when CBDNA is
    invited to send a delegate. The President will serve as chairman of Board of Directors meetings,
    coordinate membership activities and appoint National standing committees.
  2. President-Elect. It shall be the duty of the President-Elect to assume the duties of the President in
    his/her absence. It shall furthermore be the duty of the President-Elect to assist the President in
    administering and coordinating the activities of the National Committees.
  3. Past President. It shall be the duty of the Past President to assume the duties of the President in the absence of both the President and the President-Elect. It shall furthermore be the duty of the Past President to assist the President in administering membership activities and provide proceedings for the National Conference occurring during his/her period as President.
  4. Secretary. It shall be the duty of the Secretary to act as parliamentarian and recording secretary at all business and Board of Directors meetings. It shall furthermore be the duty of the Secretary to
    provide support for CBDNA national initiatives, facilitate national, divisional, and special elections,
    manage the CBDNA website, contract space for meetings outside national and divisional
    conferences, maintain accurate information related to CBDNA activities and serve as liaison to
    vendors, researchers, and professional organizations.
  5. Treasurer. It shall be the duty of the Treasurer to manage and disperse CBDNA funds as approved
    by the Board. It shall furthermore be the duty of the Treasurer to oversee and manage membership
    renewals and new memberships, prepare materials for annual tax return preparation, and coordinate
    all financial matters.
  6. Division President and President-Elect. The Divisional membership shall elect a president who
    shall serve as President-Elect for two years and then become Division President. It shall be the duty
    of the Division President to organize and supervise the activities within the division. Divisional
    Presidents shall appoint a state chair for each state within the division. Both President and President-Elect are divisional officers.

Section 6.2. Election. The Officers, and thus the Board of Directors, shall be elected as follows:

  1. Two biennial elections, a primary election and a general election, shall be held prior to the biennial National Conference for the purpose of electing the following offices: National President-Elect, six Divisional Presidents-Elect, and two National At-Large Representatives.
  2. Any Active Member of CBDNA may declare candidacy for divisional or national office having met the following criteria:
    1. Paid membership at the Active Member level for the year of application plus the previous four consecutive years;
    2. Registered attendance at a minimum of one CBDNA conference (divisional or national) in the previous three consecutive years;
    3. A nominating petition for candidacy to include the endorsement of 10 current members (name, email address) at the Active, Life, or Retired levels;
    4. A biographical statement highlighting involvement with CBDNA (committees, service, performances, presentations, etc.);
    5. A written ‘Vision for the Future of CBDNA’ statement;
    6. Headshot (black and white photo);
    7. Submission of a candidacy application to the election supervisors;

The following additional qualification shall apply only to the national office of President-Elect:

    1. Candidates for national President-Elect shall have served one term as Division President.
  1. The sitting National President shall create a committee of Nomination Supervisors consisting of three active CBDNAmembers. These supervisors will receive and certify the nomination credentials of potential candidates. No one on this committee may be currently holding office in CBDNA. No one on this committee may declare candidacy for a CBDNA office in the election cycle under supervision.
  2. The candidacy application process shall be completed by June 1 in the calendar year prior to the next National Conference. Potential candidates shall submit all materials directly to the election supervisors. The election supervisors shall certify the candidacy of each application and provide a certified list of candidates for each office to the National Secretary by September 1 in the calendar year before the National Conference.
  3. The National Secretary shall make available to the Active Membership (via electronic means as determined by theBoard of Directors) a certified list of candidates running for each office (and corresponding materials) by October 1 in the year before the next National Conference.
  4. A primary election shall be held in the month of November in the calendar year before the next National Conference (via electronic means as determined by the Board of Directors). This primary election shall include all certified candidates for the offices of national President-Elect, national At-Large Representative, and all division Presidents-Elect. All Active Members (with dues paid) shall cast ballots for the national President-Elect and national At-Large Representatives. All Active Members (with dues paid) shall cast ballots for the division President-Elect in their current division of active participation. No member shall vote in more than one division election. To effect a quorum, 30% of the Active Members must cast a vote in the primary election.
  5. In the primary election, each Active Member may vote for up to two candidates for national President-Elect, up to two candidates for division President-Elect, and up to four candidates for national At-Large Representative. The top two candidates receiving votes in the offices of national President-Elect and division President-Elect shall advance to the general election. The top four candidates receiving votes for the office of national At-Large Representative shall advance to the general election. In the event that there are only two candidates certified to run for national President-Elect, or division President-Elect, the primary election shall be declared void and the two candidates in either race shall automatically advance to the general election. In the event that there are only four candidates certified to run for national At-Large Representative, the primary election shall be declared void and the four candidates shall automatically advance to the general election. At-large representatives may be elected for a maximum of two non-consecutive terms.
  6. A general election shall be held in the month of January in the calendar year of the next National Conference (via electronic means as determined by the Board of Directors). This general election shall include candidates for the officesof national President-Elect, national At-Large Representative, and division President-Elect as determined by the previous primary election. All Active Members (with dues paid) shall cast ballots for the national President-Elect and national At-Large Representatives. All Active Members (with dues paid) shall cast ballots for the division President-Elect in their current division of active participation. No member shall vote in more than one division election.
  7. In the general election, each Active Member may vote for one candidate for national President-Elect, one candidate for division President-Elect, and up to two candidates for national At-Large Representative. The top candidate receiving votes in the offices of national President-Elect and division President-Elect shall assume office at the conclusion of the next National Conference. The top two candidates receiving votes for the office of national At-Large Representative shall assume office at the conclusion of the next National Conference. To effect a quorum, 30% of the Active Members must cast a vote in the primary election.
  8. The National Secretary shall administer all elections. Vote counts shall not be released to candidates nor the membership. Results of all elections, including vote counts, shall first be reported to the sitting National President. Results of individual division elections, including vote counts, shall also be reported to the individual sitting Division Presidents. If a tie exists, Item 11 of this article shall be executed by the relevant sitting president(s). The sitting National President shall notify all candidates of the results of the elections before reporting to the membership. At the conclusion of these notifications, the sitting National President shall release the results of the election to the membership. The specific actions contained within this article shall be completed no later than two weeks before the National Conference.
  9. The following procedures shall be used to break a tie. In the elections for National President-Elect and/or National At-Large Representative (primary and general), the sitting National President shall hold their vote in reserve (i.e., not voting in the election). If a tie occurs, the sitting National President will cast their vote thus breaking the tie. In the division election for Division President-Elect, the sittingDivision Presidents shall hold their vote in reserve (i.e., not voting in the election). If a tie occurs, the sitting Division President will cast their vote thus breaking the tie. Members will not be notified that a tie has occurred so that the vote for any office remains confidential.
  10. At the end of the biennial National Conference, the following rotation of officers shall occur. The sitting President-Elect shall ascend to the office of President, the sitting President shall ascend to the office of Past President, and the newly elected President-Elect shall assume office and membership on the National Board. The newly elected At-Large Representatives shall assume office and membership on the National Board. The sitting Divisional Presidents-Elect shall ascend to the office of Division President and assume membership on the National Board. The newly elected Divisional Presidents-Elect shall assume office and begin service to the division in which they were elected. Officers ending their service at the end of the biennial National Conference shall include the sitting Past President, the sitting At-Large Representatives, and the six sitting Division Presidents.

Section 6.3. Vacancies. In the event that a vacancy occurs in the office of Division President, the National President shall exercise one of the following options: a) appoint the current Divisional President-Elect to fill the remainder of the vacated presidential term as Acting President; or b) call for a special election to fill the vacancy consistent with this section; or c) appoint a replacement with an individual qualified under this section and with approval of the National Board. In the event that a vacancy occurs in the office of Division President-Elect, the National President shall call for a special election to fill the vacancy consistent with this section. In all cases, interim appointment will be only for the remainder of the current term of office at which time the vacancy will be filled by the normal election cycle. In the case of national Treasurer or Secretary, the Board shall meet and appoint a replacement officer.

Section 6.4. Compensation. The National Treasurer and National Secretary are compensated by the Corporation, and such compensation shall be publicly reported to the Membership. The compensation, if any, of all officers of the Corporation shall be fixed from time to time by the Board of Directors. Any officer of the Corporation (including an officer, employee or agent who is a “disqualified person” with respect to the Corporation within the meaning of Section 4946 or Section 4958 of the Internal Revenue Code and the regulations promulgated thereunder) shall be entitled to compensation and the payment or reimbursement of expenses (including reasonable advances for expenses anticipated in the immediate future) for the performance of personal services which are reasonable and necessary to carry out the exempt purposes of the Corporation, provided that such compensation and reimbursement of reasonable expenses shall not be excessive.

Section 6.5. Additional Powers and Duties. In addition to the foregoing specially enumerated duties, services and powers, the several elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by law, the Certificate of Formation or these Bylaws.

Section 6.6. Force Majeure. In the event a Force Majeure threatens operations of the organization, the National Executive Board shall be empowered to employ all manner of discretion and execute remedies available to ensure the continued operations of the organization. During this period the policies and protocols of governance articulated in the bylaws, and those accepted as normal operations, shall be subject to Board interpretation which may compel employment of said discretion and remedy. Remedies may include, but are not limited to, postponement or cancellation of National and/or Division conferences including the postponement of corresponding elections, as well as cancellation or postponement of symposia, the CBDNA Forum at the Midwest Clinic, or any event undertaken under the aegis of the organization. This empowerment shall continue only for the period of the Force Majeure. Aspects of remedies undertaken during the Force Majeure may extend past the period of the Force, but those aspects apply only to those situations initially and directly affected by the Force Majeure. For purposes of this section, “Force Majeure” shall be defined as: A superior or irresistible force compelling an event or effect that cannot be reasonably anticipated orcontrolled and which is beyond the control of any member or agent of CBDNA. This shall include, but is not limited to, severe weather, acts of war, medical pandemics or related emergencies, acts of God. Should acancellation of an Association event occur, the Association is neither liable nor responsible for refunding to Members any fees not refunded to the Association.

ARTICLE SEVEN — CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 7.1. Contracts. The Board of Directors may authorize, in writing, any officer or officers, or agent or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 7.2. Checks, Drafts or Orders for Payment. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the President of the Corporation.

Section 7.3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select or as may be selected in accordance with procedures established by the Board.

ARTICLE EIGHT — MISCELLANEOUS

Section 8.1. Dividends Prohibited. No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its Directors or officers. The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may compensate and reimburse its Directors as provided in Article Three hereof.

Section 8.2. Loans to Officers and Directors Prohibited. No loans shall be made by the Corporation to its Officers or Directors, and any Directors voting for or assenting to the making of any such loan, and any Officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

Section 8.3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8.4. Seal. The Corporation’s seal, if any, shall be in such form as shall be adopted and approved from time to time by the Board of Directors. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, imprinted or in any manner reproduced. If the Board of Directors approves a seal, the affixation of such seal shall not be required to create a valid and binding obligation of the Corporation.

Section 8.5. Gender. Words of either gender used in these Bylaws shall be construed to include the other gender, unless the context requires otherwise.

Section 8.6. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as is possible and reasonable, shall remain valid and operative.

Section 8.7. Headings. The headings used in these Bylaws are for convenience only and do not constitute matter to be construed in the interpretation of these Bylaws.

ARTICLE NINE — AMENDMENTS

Proposed amendments to CBDNA Constitution and Bylaws may be presented to the Board of Directors by any officer of the Association at any time. The Board shall then determine by a majority vote of the Board of Directors which amendments shall be circulated to members of active status for consideration. Board-approved amendments shall be circulated to all members of active status at least two weeks prior to a public forum for discussion and debate including, but not limited to, the CBDNA Forum at the Midwest Clinic, or the biennial National Conference. Within four weeks after the public forum, the amendment will be voted upon by electronic voting through the CBDNA website. To pass and become the Bylaws of the Corporation, a proposed amendment must receive two-thirds of the votes cast by the Active Members. An approved amendment becomes effective immediately, unless otherwise stated in the amendment. To effect a quorum, 30% of the Active Members must cast a vote.

ARTICLE TEN — INDEMNIFICATION

Section 10.1. Indemnification. The Corporation shall indemnify and hold harmless any present or former director or officer of the Corporation against any judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses, including attorney’s fees, imposed upon or reasonably incurred by such director or officer in connection with any claim or lawsuit imposed by reason of said director or officer having been a director or officer to the full extent permitted by Chapter 8 of the Texas Business Organizations Code, or the corresponding provision or provisions of any successor statute. The Corporation shall advance and pay the reasonable expenses (including attorney’s fees) incurred by any director or officer of the Corporationin defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the action, suit or proceeding shall be made only upon receipt of (i) a written affirmation by the director or officer of the director or officer’s good faith belief that he or she has met the standard for indemnification under the Chapter 8 of the Texas Business Organizations Code or the corresponding provision or provisions of any successor statute; and (ii) a written undertaking by or on behalf of the director or officer to repay all amounts advanced if it should be ultimately determined that such person is not entitled to be indemnified under this Article or otherwise. The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Chapter 8 of the Texas Business Organizations Code or the corresponding provision or provisions of any successor statute hereafter in effect. The Corporation may indemnify, hold harmless and advance expenses to any present or former employee or agent of the Corporation,or any other person serving at the request of the Corporation, to the same extent that it is required to indemnify, hold harmless and advance expenses to its officers and directors under this Article. The provisions of this Article shall be deemed cumulative of and in addition to any other limitation of liability or right of indemnity to which the Corporation’s directors, officers, agents or employees may be entitled under the Corporation’s Certificate of Formation or Bylaws, or under any statute, agreement, vote of the Corporation’s directors, principle of law or otherwise.

ARTICLE ELEVEN — OPERATION AND DISSOLUTION

Section 11.1. Nonprofit Operation. The Corporation is organized and operated primarily for the purposes set forth under Article One of these Bylaws. It is to be operated in such a way that it does not result in the accrual of distributable profits, realization of private gain resulting from payment of compensation in excess of a reasonable allowance for salary or other compensation for services rendered or realization of any other form of private gain.

Section 11.2. Distribution of Assets. The Corporation pledges its assets for use in performing the Corporation’s charitable functions. In the event the Corporation is dissolved, after all liabilities and obligations of the Corporation are paid or provision is made therefore, the Corporation’s Board of Directors shall distribute the remaining assets of the Corporation as they shall determine but only for tax exempt purposes to such organization or organizations organized and operated exclusively for charitable, religious, or educational purposes and which are exempt under Section 501(c)(3) of the Code. Any of such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, to one or more organizations exempt under Section 501(c)(3) of the Code in a manner which best accomplishes the purposes of the Corporation. No director or officer of the Corporation and no private individual will be entitled to share in the distribution of any assets of the Corporation in the event of its dissolution.

Section 11.3. Termination and Dissolution. A vote of more than two-thirds of the Active Members of the Association is required to terminate or dissolve the Association, or to divest the Corporation of all or substantially all its assets. Voting shall follow the rules for a Special Election under these Bylaws.

The undersigned, being the duly elected and qualified President of the Corporation, hereby certifies that the foregoing Amended Bylaws of the Corporation were duly adopted by a majority vote of the Active Members of the Corporation on January 17, 2026, and these Amended Bylaws shall be effective the day of January 17, 2026.

Michael Votta, President

Archived Version of Constitution and Bylaws