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By-Laws of The American Parliamentary Debate Association, Inc.

Last updated to reflect Harvard 2011 meeting changes

Article I

Offices

Section 1.01 Location. The principal office of the American Parliamentary Debate Association (hereafter “APDA”) within the State of New York shall be located at: 401 Alfred Lerner Hall, MC 2602, 2920 Broadway, New York, NY 10027. The post office address of an office of APDA without the State at which the books and records of account of APDA shall be kept is: One Whig Hall, Princeton University, Princeton, New Jersey 08544. APDA may also maintain additional offices at such other places within or outside the State of New York as the Board of Trustees may from time to time determine.

Article II

Members

Section 2.01 Who Shall Be Members. The members of APDA shall consist of any speech or debating organization at any community college, junior college, four-year college, or university in the United States, its commonwealths, districts and territories as shall pay dues prescribed by the membership, and as shall be approved as a member of APDA from time to time by vote of the membership.

Section 2.02 Transfer, Term and Termination of Membership. Membership in APDA shall not be transferable. Notwithstanding the foregoing, any member, after having fulfilled all obligations to the Corporation, may resign by written notice to the Secretary of APDA (any such resignation to take effect as specified therein, or if not specified, upon receipt by the Vice President for Operations), and any member may be removed, or suspended at any time with cause by a two-thirds vote of the other members.

Section 2.03 Dues.

A. Annual Dues. The membership may determine from time to time the amount of annual dues payable to the corporation by members.

B. Payment of Dues. Dues shall be payable in advance on the first day of June in each fiscal year. Dues of a new member shall not be prorated.

C. Default in Payment. When any member shall be in default in the payment of his dues for a period of five months from the beginning of the fiscal year (in accordance with V. 5.01), his membership may thereupon be terminated by the Board of Trustees. Thereafter, upon payment of all delinquent sums, a member so terminated may, in the sole discretion of the Board of Trustees, be reinstated as a member, subject to such fines as the membership may from time to time determine.

Section 2.04 Annual Meeting. A meeting of the members of APDA shall be held annually for the election of trustees and officers and the transaction of such other business as may properly come before the meeting on a date to be determined annually by the members.

Section 2.05 Special Meetings. Special meetings of the members may be called by the Board of Trustees or by the President. Special meetings may also be convened by the members entitled to cast at least ten percent of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two nor more than three months from the date of such written demand. The Vice President for Operations of APDA, upon receiving the written demand, shall promptly give notice of such meeting, or, if he fails to do so within five business days thereafter, any member signing such demand may give notice. APDA shall hold at least three special meetings during the fiscal year in the period from September 1 to January 1, and two special meetings during each fiscal year in the period from January 1 to June 1.

Notice of a special meeting shall state the purpose or purposes for which the meeting is called and shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Special meetings shall be held at such place, date and hour within or without the State of New York as may be specified in the notice thereof; provided that if no place is specified therein, then at the office of APDA.

Section 2.06 Record Date for Meetings and Other Actions. For the purpose of determining the members entitled to notice of or to vote at any meetings of the members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining members entitled to receive any distribution or the allotment of any rights, or for the purpose of any action by the members, the Board of Trustees may fix, in advance, a date as the record date for any such determination of members. Such record date shall not be more than thirty nor less than ten days before the date of such meeting. If no record date is so fixed by the Board of Trustees, (1) the record date for the determination of members entitled to vote at a meeting of members shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is not given, the day on which the meeting is held, and (2) the record date for determining members for any purpose other than that specified above shall be at the close of business on the day on which the resolution of the Board of Trustees relating thereto is adopted.

A determination of members of record entitled to notice of or to vote at any meeting of the members which has been made in accordance with Section 2.05 shall apply to any adjournment thereof, unless the Board of Trustees fixes a new record date under this Section for the adjourned meeting.

Section 2.07 Notice of Meetings. Whenever members are required or permitted to take any action at a meeting, written notice shall be give to the members by the Vice President for Operations stating the place, date, and hour of the meeting, and, unless it is the annual meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting. As provided in Section 2.03, notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notices of any meeting shall be given, personally or by mail, to each member entitled to vote at such meeting. If the notice is given personally or by electronic mail or by first class mail, it shall be given not fewer than ten nor more than fifty days before the meeting; if mailed by any other class of mail, it shall be given not less than thirty nor more than sixty days before such date. If mailed non-electronically, such notice shall be given when deposited in the United States mail, with postage thereon prepaid, directed the member at his address as it appears on the record of members, or, if he shall have filed with the Vice President for Operations of APDA a written request that notices to him be mailed to some other address, then directed to him at such other address.

Section 2.08 Waivers of Notice. Notice of any member’s meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, or sends electronic notification, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such members.

Section 2.09 List or Record of Members at Meetings. A list or record of the members entitled to vote as of the record date, certified by the Vice President for Operations, shall be produced at any meeting of members upon the request thereof of any member who has given written notice to APDA that such request will be made at least ten days in prior to such meeting. If the right to vote at any meeting is challenged, the inspectors of election or the person presiding shall require such list or record of members to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list or record to be members entitled to vote thereat may vote at such meeting.

Section 2.10 Quorum at Meetings. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, members entitled to cast one-third of the number of votes entitled to be cast thereat, excluding proxy votes, shall constitute a quorum at any meeting of members for the transaction of any business. Notwithstanding the foregoing, the members present at any meeting may adjourn any meeting to another time and place despite the absence of a quorum.

Section 2.11 Presiding Officer and Secretary. At any meeting of the members, if neither the President, nor the Vice President for Operations, nor the Vice President for Finance, nor a person designated by the Board of Trustees to preside at the meeting shall be present, the members present shall appoint a presiding officer for the meeting. The Vice President for Operations shall act as Secretary. If the Vice President for Operations shall not be present, or shall be presiding, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

Section 2.12 Proxies. Every member, entitled to vote at a meeting of members, as defined in Section 2.18 of these Bylaws, may authorize an individual present at the meeting of members in question to act for such member by proxy on one or more specific items. Prior to the meeting, the school wishing to authorize a bearer of its proxy must notify in writing, either electronically or via mail, the President or other presiding officer. Every proxy shall specifically direct the action to be taken by its holder or shall grant authority to the holder to act as he sees fit. Every proxy shall be signed, electronically or physically, by the member or his attorney-in-fact. Every proxy may be revocable at the pleasure of the member exercising it prior to the casting of the vote, except as otherwise provided by law. Except in accordance with this rule, no member shall authorize another person or persons to act for such member by proxy. Only the Board of Trustees may be authorized to act for a member on items pertaining to the election of one or more Trustees. Members wishing to grant such authorization must specifically direct the action to be taken. Incumbent Class A and Class B Trustees: (1) Must be notified of such authorization in the manner described in the preceding paragraph. (2) Must send all directions to the President, Vice President for Operations and Vice President for Finance, without indicating which directions were given by an individual member. (3) May not disclose the directions given by any member, except in the manner described in this paragraph’s #2.

Section 2.13 Inspectors of Elections. The Board of Trustees, in advance of any meeting of members, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at the meeting of members may, and on the request of any member entitled to vote thereat, shall appoint one or more inspectors; provided, however, that the requirement of inspectors at any meeting of members is waived unless compliance with the provisions of §610 of the Not-For-Profit Corporation Law is expressly requested by a member present in person and entitled to vote at such meeting. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of Trustees in advance the meeting or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

The inspectors shall determine the number of members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, and do such acts as are proper to conduct the election or vote with fairness to all members. On request of the person presiding at the meeting or any members entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

Section 2.14 Vote of Members. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, whenever trustees or officers are to be elected by the member they shall be elected by a majority of the votes cast at a meeting of members by the members entitled to vote in the election. Whenever more than two candidates stand for a single position, the election shall be conducted by preferential voting in the following method: (1) each member voting shall rank his votes for every candidate from first to last; (2) if no candidate receives a majority of first place votes, the candidate receiving the fewest number of first place votes shall be eliminated from the ballot and the rankings of the remaining candidates shall be adjusted accordingly; (3) if there is a tie for the fewest first place votes, the candidates not up for elimination shall be temporarily removed and the rankings of the tied candidates shall be adjusted accordingly. When the tie is broken, the votes of the remaining candidates shall be restored, with their rankings readjusted to account for the elimination of the candidate with the fewest first place votes; (4) this procedure shall repeat until one candidate has received a majority of first-place votes. For an at-large election for more than one position, the above procedure shall be followed with the following modifications: (1) the first candidate receiving a majority of first-place votes shall be elected to the position, and shall be eliminated from future ballots; (2) all non-elected candidates shall be returned to the ballot and the rankings of the remaining candidates shall be adjusted accordingly; (3) this procedure shall repeat until all positions are filled. Any tie shall be broken by the vote of all the officers present thereat. Blank vote, abstentions, or votes which fail to rank all candidates shall not be counted in the number of votes cast.

All votes to elect trustees or officers shall be conducted by secret ballot. Each designated voting representative of a member organization shall be given an official paper ballot, each clearly distinguishable from unauthentic ballots, yet indistinguishable from one other.

Each ballot may only be cast by the member’s registered voting representative. The submission of each ballot by a given member’s representative shall be recorded by the board to prevent fraud. Only official ballots shall be counted in any election. If the total number of ballots cast in any election exceeds the total number of members recorded as having voted, all ballots cast in that election shall be discarded, and a new vote held.

Whenever any corporate action, other than the election of trustees or officers is to be taken by vote of the members, it shall, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, be authorized by a majority of the votes cast at a meeting by the members entitled to vote thereon.

Except as provided in the preceding paragraphs, any reference in these Bylaws to corporate action at a meeting of the members by a “majority vote” or “two-thirds vote” shall require the action to be taken by such proportion of the votes cast at such meeting. Blank votes or abstentions shall not be counted in the number of votes cast.

Except as otherwise provided by law, one vote shall be accorded to every member of record of APDA entitled to vote on any matter at any meeting of members. Any tie votes shall be broken by the vote of the person presiding thereat, excluding those officers running for the position in question. If said vote is also tied, the highest ranking officer present thereat not running for the position in question shall break the tie. The vote at any election of trustees or officers shall be by preferential ballots. The method of voting upon any other question before a meeting shall be discretionary with the President or with the person presiding at the meeting. The members, by majority vote, may require that any such vote be by ballot.

Section 2.15 Conduct of Meetings. Meetings shall loosely follow Robert’s Rules of Order. The President or person presiding at the meeting shall be the final arbiter of the parliamentary rules. The President or the person presiding at the meeting may limit debate to reasonable time limits and may impose reasonable time limits on individual statements. The members, by majority vote, may overrule these limits. Such a resolution shall be voted upon immediately and without debate.

Section 2.16 Observers. Meetings shall be open to any and all observers, except that the members, by majority vote, may close a meeting to non-members. In any case, no meeting shall be closed to any members, nor shall any member be denied the right to speak at a meeting, except as the debate may be limited in accordance with Section 2.15.

Section 2.17 Action by Members Without a Meeting. Whenever under any provision of law, the Certificate of Incorporation or these Bylaws, members are required or permitted to take any action by vote, such action may be taken without a meeting by written or electronic consent, setting forth the action so taken, signed or approved by two-thirds of the members entitled to vote thereon. Consent thus given by two-thirds of the members entitled to vote shall have the same effect as a two-thirds vote of the members, and any certificate with respect to the authorization or taking of such action which is delivered to the Department of State of the State of New York shall recite that the authorization was by two-thirds written consent. The provision of this Section 2.16 shall not be construed to alter or modify any provision in the Certificate of Incorporation under which the written consent of fewer than two-thirds of the members is sufficient for any corporate action if such provision does not conflict with any provision of law.

Section 2.18 Who Shall be Eligible to Vote.

A. Generally. Only those APDA members who have competed at or attended had 2 students compete at or attend at least three APDA-sanctioned tournaments during the course of a single academic year shall be eligible to vote at meetings of members. For the first two special meetings of each academic year, as defined in Section 2.05 of these Bylaws, eligibility to vote shall be determined based on tournament attendance during the previous academic year.

B. Elections. Any member wishing to vote for the election of APDA’s officers must disclose the email address of the person who will be casting the member’s vote. Disclosure must be made to the ex officio members of the Board of Trustees at least two weeks prior to the election.

Article III

Board of Trustees

Section 3.01 Power of Board and Qualification of Trustees. APDA shall be managed by its Board of Trustees. Each Trustee shall be at least eighteen years of age.

Section 3.02 Number of Trustees. The number of trustees constituting the entire Board shall be eight (including ex officio members of the Board) unless otherwise increased of decreased as hereinafter provided. The number of Trustees may be increased or decreased at any time by amendment of the Bylaws, except that in no case may the number of trustees (including ex officio members of the Board) be less than six or greater than 8, and in no case may any decrease in the number of trustees shorten the term of any incumbent trustee.

Section 3.03 Election and Term of Trustees. At each annual meeting of the members, the members shall elect trustees.

A. The President, Vice President for Operations, Vice President for Finance, and the three Members-at-Large shall be ex officio members of the Board of Trustees with full voting rights and shall retain such Board membership during term of their office.

B. Other trustees shall be divided into two classes, hereby designated Class A and Class B. There shall be one trustee in each class. Trustees in Class A and Class B shall be elected to a term of two years except that: (1) A trustee elected to fill a vacancy shall be elected for unexpired term of his predecessor in office, and until his successor is elected and qualified; (2) No trustees provided for in this Section 3.03 B may be elected more than once, unless the first election was to fill a vacancy on the Board. (3) In 2000 and every second year thereafter, the term of any trustee in Class A shall end at the annual meeting of the Board; (4) In 2001 and every second year thereafter, the term of any trustee in Class B shall end at the annual meeting of the Board

C. The initial Board of Trustees shall be comprised of those trustees named in the Certificate of Incorporation. Thereafter, subject to the provision of subsections A and B of this Section, trustees shall be elected at an annual meeting of the members as provided in by Section 2.13, and each shall continue in office until his successor is elected or qualified, or until his death, resignation, or removal from office. The tenure of incumbent members of the Board of Trustees shall not be affected by an increase or decrease in the number of trustees.

D. Trustees in Class A and Class B shall not be enrolled in any member school and may not participate in any APDA sanctioned tournament, and may not compete for or serve as the coach of any member institution.

Section 3.04 Newly-Created Trusteeships and Vacancies. Newly-created trusteeships resulting from an increase in the number of trustees elected and vacancies occurring in the Board for any reason, may be filled by vote of the members. A trustee elected to fill a vacancy shall hold office until the next annual meeting at which the election of trustees is in the regular order of business, and until his successor shall be elected.

Section 3.05 Resignation. Any trustee may resign from office at any time by delivering a resignation in writing to APDA. Such resignation shall take effect at the time specified therein, and unless otherwise specified, no acceptances of such resignation shall be necessary to make it secure.

Section 3.06 Removal of Trustees. Any or all of the trustees may be removed, with cause, by a two-thirds vote of the members.

Section 3.07 Meetings of the Board. Meetings of the Board of Trustees, annual, regular, or special, may be held at any place within or without the State of New York as may be fixed by the Board from time to time or as shall be specified in the respective notice or waivers of notice thereof. Special meetings of the Board may be called at any time by the President.

Notice of a meeting need not be given to any alternate trustee nor to a trustee who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement. A notice or waiver of notice need not specify the purpose of any regular of special meeting of the Board.

A majority of the trustees present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Section 3.09 Written Consent of Trustees; Meeting by Conference Telephone or Electronic Communication. Any action required or permitted to be taken by the Board of Trustees or any committee thereof may be taken without a meeting if all members of the Board or such committee consent in writing or through electronic approval to the adoption of a resolution authorizing such action. Each resolution so adopted and the written consents thereto by members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee.

Any one or more members of the Board of Trustees or of any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Any meeting of the Board of Trustees or any committee thereof may participate in a meeting of such Board or committee through electronic communication, ensuring that no vote is held nor conclusive position reached until such time as it is confirmed that all members of such Board or committee have received and delivered all relevant communications.

Section 3.10 Committees of the Board. The Board of Trustees, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee and other standing committees, each consisting of three or more trustees, and each of which, to the extent provided in the resolution, shall have all the authority of the Board, to the full extent permitted by law. The Board may designate one or more trustees as alternate members of any standing committee, who may replace any absent member or members at any meeting of such committee.

The Board may also create such special committees as may be deemed desirable. The members of such committees shall be appointed by the President of APDA with the consent of the Board. Special committees shall have only the powers specifically delegated to them by the Board and in no case shall have powers which are not authorized for standing committees under the Not-For-Profit Corporation Law.

Each such committee shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any trustee of his duty to APDA under §717 of the Not-For-Profit Corporation Law.

Section 3.11 Compensation of Trustees. Trustees may not receive compensation for services rendered to APDA.

Section 3.12 Annual Report of Trustees. The Board of Trustees shall present at the annual meeting of members a report, verified by its President and Vice President for Finance or by a majority of the trustees, or certified by an independent public or certified public accountant of a firm of such accountants selected by the Board, showing in appropriate detail the following: (1) the assets and liabilities, including trust funds, of APDA as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting; (2) the principal changes in assets and liabilities, including trust funds, during said fiscal period; (3) the revenue or receipts of APDA, both unrestricted and restricted to particular purposes, during said fiscal period; (4) the expenses or disbursement of APDA, for both general and restricted purposes during said fiscal period; and (5) the number of members of APDA as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.

The annual report of trustees shall be filed with the records of APDA and either a copy or an abstract thereof entered into the minutes of the proceedings of the annual meeting of members.

Section 3.13 Purchase, Sale, Mortgage and Lease of Real Property. No purchase of real property shall be made by APDA and APDA shall not sell, mortgage or lease real property unless authorized by the vote of the entire vote of the Board of Trustees.

Article IV

Officers, Agents, and Employees

Section 4.01 General Provisions. The officers of APDA shall be a President, a Vice President for Operations, a Vice President for Finance, and three Members-at-Large. Any student enrolled in any APDA member school in good standing who has used no more than three years of eligibility may run for any APDA executive board position. Every candidate for a Trustee position must declare his candidacy to the President, Vice President for Operations and Vice President for Finance no fewer than thirty days prior to the election at the annual meeting. At each annual meeting of the members, the members shall elect one outside trustee. Effective August 21, 2000.

Section 4.02 Term of Office, Vacancies and Removal. The officers shall be elected by the members. The Board of Trustees may appoint other officers, who shall have such authority and perform such duties as may be prescribed by the Board. Each officer shall hold office until the annual meeting of the members after his appointment and until his successor has been appointed and qualified. No two or more offices may be held by the same person. If an elected office becomes vacant for any reason, it may be filled by majority vote of the members. Any officer so selected shall serve only until such time as the unexpired term of his predecessor shall have expired unless re-elected. Any officer may be removed by the Board with or without cause, with the exception that an officer elected by the members may be removed with cause only by a two-thirds vote of the members at a meeting that satisfies a quorum. Such removal without cause shall be without prejudice to such person’s contract rights, but appointment of any person as an officer, agent, or employee of APDA shall not of itself create contract rights.

Section 4.03 Powers and Duties of the Officers.

A. President. The President shall serve as the chief executive officer of APDA. The President shall preside at all meetings of the Board of Trustees, breaking any ties arising therein by casting a second vote, and of members and, subject to the supervision of the Board, shall perform all duties customary to that office and shall supervise and control all the affairs of APDA in accordance with policies and directives approved by the Board. The President shall, with the approval of the Board, appoint an individual to oversee the maintenance of APDA’s electronic and internet resources. The President shall represent the United States in the World Universities Debating Council, voting in a manner consistent with the majority of all United States debate organizations present. If the President is not present at the Council meeting, he shall appoint another APDA officer to represent the United States, unless no other officer is present, in which case the President shall have the power to appoint any person as the representative of the United States. The President shall manage APDA’s correspondence with other debate organizations.

B. Vice President for Operations. In the absence of the President or in the event of his inability or refusal to act, the Vice President for Operations shall perform the duties of the President, and, when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice President for Operations shall tally the points for APDA Speaker, Team, and Novice of the Year, and manage the purchase of trophies for those awards. The Vice President for Operations shall be responsible for keeping an accurate record of the proceedings of all meeting of the Board of Trustees, shall give or cause to be give all notices in accordance with these Bylaws or as required by law, and, in general, shall perform all duties customary to the office of Secretary. The Vice President for Operations shall ensure that the Chris Porcaro Memorial Award is distributed each year, and shall oversee its tabulation. The Vice President for Finance shall oversee the appointment of the Distinguished Service Award Committee, and serve on that committee. The Vice President for Operations shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and supervision of the Board.

C. Vice President for Finance. In the absence of the President and Vice President for Operations or in the event of their inability or refusal to act, the Vice President for Finance shall perform the duties of the President, and, when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice President for Finance shall have the custody of, and shall be responsible for, all funds and securities of APDA. He shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of APDA in the name and to the credit of APDA in such banks or depositories as the Board of Trustees shall designate. Whenever required by the Board, the Vice President for Finance shall render a statement of accounts. He shall at reasonable times exhibit the books and accounts to any officer or trustees of APDA, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as shall from time to time be assigned by the Board. The Vice President for Finance shall, if required by the Board, give such bond or security for the faithful performance of his duties as the Board may require.

D. Members-at-Large. The duties of the Members-at-Large shall include: (1) Organizing debate workshops for novice debaters; preparing debate education materials for members; and instructing new members in the fundamentals or parliamentary debate. (2) Preparing and distributing APDA’s newsletter. (3) Organizing debate workshops to prepare for the World Universities Debating Championship, and facilitating member’s travel to and competition in said Championship. (4) Assisting in the organization and execution of the National Debate Championship and facilitating communication between the Board and member hosting the championship. (5) Assisting in the organization and execution of the North American Debate Championship in such years as APDA is host. (6) Assisting in the organization and execution of the Novice Tournament(s), and serving as liaison between the hosting school(s) of the tournament(s) and the Board. (7)Organizing a mentoring program to provide novice debaters with an entrance into the APDA community. (8) Maintaining and acquiring audio, audio/visual, or otherwise recorded footage of debate rounds for the APDA archive, as well as maintaining and acquiring other materials relevant to APDA’s history and worthy of preservation. (9)Any such other duties as the Board of Trustees may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the powers and supervision of the Board.

These duties shall be divided among the Members-at-Large as the Board of Trustees may from time to time prescribe by standing or special resolution.

Section 4.04 Agents and Employees. The Board of Trustees may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent of employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment or such person shall not itself create contract rights.

Section 4.05 Compensation of Officers, Agents, and Employees. Officers may receive compensation in such reasonable amounts as may be fixed by a majority vote of the entire Board of Trustees. APDA shall not pay any compensation to officers for services rendered to APDA, except that officers may be reimbursed for expenses incurred in the performance of their duties to APDA, in reasonable amounts as approved by a majority vote the entire Board.

The compensation of agents and employees appointed by the Board shall be fixed by the Board, but this power may be delegated to any officer, agent, or employee as to persons under that person’s direction or control. The Board may require officers, agent or employees to give security for the faithful performance of their duties.

Article V

Miscellaneous

Section 5.01 Fiscal Year. The fiscal year of APDA shall begin on June 1 and end on May 31.

Section 5.02 Corporate Seal. The seal of APDA shall be circular in form and contain the name of APDA, the words “Corporate Seal” and “New York” and the year APDA was formed in the center. APDA may use the seal by causing it or a facsimile of it to be affixed or impressed or reproduced in any manner.

Section 5.03 Checks, Notes, and Contracts. The Board of Trustees shall determine who shall be authorized from time to time on APDA’s behalf to sign checks, notes, drafts, acceptances, bills of exchange and other orders or obligation for the payment of money; to enter into contracts; or to execute and deliver other documents and instruments.

Section 5.04 Books and Records. APDA shall keep at its principal office in the State of New York (1) correct and complete books and records of accounts (2) minutes of the proceedings of its members, Board and any committee of APDA, and (3) a current list or record containing the names and addresses of all members, trustees and officers of APDA. Any of the books, records and minutes of APDA may be in written form or in any other form capable of being converted into written for within a reasonable time.

Section 5.05 Amendments to the Certificate and Bylaws. The Certificate of Incorporation may be amended by the members pursuant to §802 of the New York Not-For-Profit Corporation Law.

These Bylaws may be amended or repealed, and new Bylaws may be adopted only by a two-thirds vote of those present in a quorum meeting. If any Bylaw regulating an impending election of trustees is adopted, amended or repealed by the Board there shall be set forth in the notice of the next meeting of members for the election of trustees the Bylaws so adopted, amended of repealed, together with the concise statement of the changes made.

Section 5.06 Indemnification and Insurance. APDA may indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of APDA to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person or such person’s testator or intestate is or was a trustees or officer of APDA or serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of APDA, and APDA may advance such person’s related expenses, to the full extent permitted by law. APDA shall have the power to purchase and maintain insurance to indemnify APDA and its trustees and officers to the full extent such indemnification is permitted by law.

In no case, however, shall APDA indemnify, reimburse, or insure and person for any taxes imposed on such individual under chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may be amended (“the Code”). Further, if at any time APDA is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payments would constitute an act of self-dealing or a taxable expenditure, as defined in §4941(d) of §4945(d), respectively, of the Code.

If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

Section 5.07 Loans to Trustees or Officers. No loans, other than through the purchase of bond, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, shall be made by APDA to its trustees or officers, or to any other corporation, firm, association, or other entity in which one or more of its directors or officers are trustees or officers of APDA, or hold a substantial financial interest except that APDA may make a loan to any corporation which is a Type B corporation under the New York Not-For-Profit Corporation Law.

Section 5.08 Tournaments.

A. Sanctioning. APDA shall, by majority vote of the members, from time to time sanction debating tournaments hosted by its members. Each sanctioned tournament shall make known to competitors its tabulation procedures, judging procedures and debating format, and, if providing accommodations to competitors, pledge to provide safe accommodations. Except as otherwise provided by the Certificate of Incorporation or these Bylaws, the Corporation shall not direct how a member shall tabulate is tournament, how many rounds of debate a tournament shall have, the content of debate topics or resolutions that a tournament shall have, or any other specifics as to how a member shall run a tournament. In order to distribute -oty points, a tournament must be APDA-sanctioned.

B. Eligibility.

1. APDA shall maintain a “Best Practices” document, containing a list of expectations with which APDA-sanctioned tournaments should comply. If a member that has hosted an APDA-sanctioned tournament requests that one of its future tournaments be sanctioned by APDA, the member must disclose the answer to each of the following questions about its most recent APDA-sanctioned tournament. (I) Did the tournament violate any of the Best Practices?

(II) If any of the Best Practices were violated, why were they violated, and what steps are being taken to ensure the practices are not violated at future tournaments? (Answer “N/A” if no Best Practices were violated.) Disclosure must be made to the league by posting in the “General” section of APDA’s private online message board. Disclosure must take place no later than 2 weeks prior to the meeting at which the member is requesting an APDA-sanction for its tournament. If disclosure does not take place by that time, the member’s request for a tournament shall be denied. The Board may grant extensions on a case by case basis.

2. If a member that has hosted an APDA-sanctioned tournament requests that one of its future tournaments be sanctioned by APDA, the member must disclose the number of competing debaters from each member institution. Disclosure should be made to the ex officio members of the Board of Trustees, and must take place no later than 2 weeks prior to the meeting at which the member is requesting an APDA-sanction for its tournament. If disclosure does not take place by that time, the member’s request for a tournament shall be denied. The board may grant extensions on a case by case basis. C. Directions. 1. Teams hosting APDA-sanctioned tournaments must clearly indicate in their invitations if they plan to impose late fees and other punitive measures on attending teams that do not pay registration fees on time.

2. Teams hosting APDA-sanctioned tournaments may not instruct a judge to give a score higher or lower than 25 for a speech that the judge considers to be average. Teams that give such instructions will be fined the average cost of registration at their tournament.

3. If the Board of Trustees appoints a Tab Observer to monitor a particular tournament, the team hosting that tournament must allow the observer to monitor the tournament’s tab room, and must give the observer access to all information relevant to tabulation. The appointment of a Tab Observer requires the agreement of 5 of the ex officio members of the Board of Trustees. 4. If there is only one APDA-sanctioned tournament scheduled for a particular weekend, that tournament is “unopposed.” Each member institution which hosts an unopposed tournament shall pay APDA a fee in the amount of $7 for each 2-person team that competes at its tournament, excluding the first sixty 2-person teams. The fee must be paid to APDA no later than 3 month after the conclusion of the tournament, or before APDA’s next National Championship tournament, whichever comes first. Failure to pay will disqualify the member from competing in APDA’s next National Championship tournament. No member shall be required to pay a fee for hosting the National Championship tournament or the North American Championship tournament.

5. Schools intending to require pre-payment for their tournament(s) must announce so at scheduling.

E. Other Tournaments.

APDA shall, by majority vote of the members, determine the host of the APDA Novice Tournament(s).

APDA shall, by majority vote of the members, determine the host of the ProAms Tournament. It shall be held in the fall.

Section 5.09 National Debate Championship

A. Championship. APDA shall sponsor an annual National Debate Championship (“Championship”). The host and location of the Championship shall be determined by majority vote of the members. APDA shall from time to time establish tabulation and judging procedures for the Championship and shall appoint a tabulation observer to the Championship. No person serving on the tabulation staff or as a tabulation observer shall be permitted to receive monetary or fungible compensation specifically affected by the results of the National Debate Championship. Any individual found to receive these benefits will be subject to removal from the tabulation room at the discretion of the Trustees.

B. Competitors. Only competitors sponsored by a member of APDA may compete at the Championship. Each competitor shall be a student that is primarily enrolled in that community college, junior college, four-year college or university with which his sponsoring member is affiliated. No debater with eligibility in the 2008-2009 academic year shall be affected by this amendment. A competitor is considered to be primarily enrolled at the institution where he or she is taking the majority of his or her classes. Only competitors sponsored by a member of APDA may compete at the Championship. Each competitor shall be a student enrolled in that community college, junior college, four-year college or university with which his sponsoring member is affiliated. No competitor shall have participated on APDA for more than eight semesters. Participated on APDA is defined as having competed at the Championship, which thereby guarantees the loss of both semesters of eligibility from that academic year. One may use a semester of eligibility by competing or at two or more sanctioned tournaments as defined in Section 5.08 of these Bylaws during any given half of a academic year. In addition, all eligibility must be used within 6 years of one’s initial semester and an individual may not compete in more than 4 championships. Also, one may participate in the championship, only if they used their last remaining eligibility within the same academic year. Both competitors in each two-person team (team) competing at the Championship shall be sponsored by the same member.

The Vice-President for Operations is authorized to grant exemptions to enable debaters to debate for schools at which they are not primarily enrolled. This exemption shall be granted for the current academic year, and shall only be granted after a nonbinding consultation with the proper expansion coordinator. The exemptions must be unanimously ratified by the entire APDA Board. The body may overrule the granting of an exemption with a 2/3 vote, and may also overrule the denial of an exemption with a 1/2 vote. Only debaters who not primarily enrolled in a member institution of APDA are eligible for an exemption.

C. Qualification. Each member may sponsor two non-qualified individuals to compete at the Championship. An individual or individuals may be sponsored to compete is that individual is qualified by: (1) Gaining a total of 14 TOTY points or more during that APDA year from qualifying tournaments. An individual is considered to have “gained” for the purposes of qualification any TOTY points that would have been gained by the team the individual was on. Hybrid and Pro-Am Tournament finishes should be included even though they do not count for TOTY itself. A “qualifying” tournament is defined as a parliamentary debate association tournament in the United States or Canada which: (a) permits all individuals affiliated with member institutions not in debt to the member running the tournament or recommended for exclusion by the APDA Board (pursuant to the Code of Conduct) or excluded by the tournament host’s university or collegiate administration to compete; (b) consists of at least four preliminary rounds and at least two elimination debate rounds; and © includes among it competitors at least eight teams from representatives of at least four APDA schools, not including its own; or (2) Advancing to the Quarter-finals round, or being one of the two highest-ranking teams from the United States at the North American Debate Championship during that APDA year; or (3) Advancing to elimination rounds at the World Universities Debating Championship.

A team composed of competitors affiliated with two different institutions shall qualify both competitors.

If a member has qualified an odd number of individuals, that member may sponsor one additional individual to compete at the Championship. If a qualified individual is unable to attend the Championship, the member may, with the approval of the Board of Trustees, replace him with a non-qualified individual, provided that no member sponsors more than three non-qualified individuals to compete at the Championships.

D. In order to permit tournament hosts to comply with Section 5.09.c.1.a of these Bylaws, the President and the Secretary of the Equal Opportunity Facilitator Program shall keep a list of debaters who have been banned or expelled from member organizations, as defined in Section 2.01. Any member organization that has banned or expelled an individual shall be given the opportunity, at their discretion, to release the name of said individual, but not the reason(s) for banishment, to the EOF Secretary and the President. The list may only contain the names given to the EOF Secretary and the President by member organizations. Any member organization running a tournament shall, upon request, be given said list of banned or expelled individuals. Preventing any individual on said list, or any other individual who does not belong to a member organization, from competing, although not required, shall not put a tournament in violation of Section 5.09.c.1.a.

Section 5.10. Speaker, Team, College and Novice of the Year. Each year, APDA shall tabulate and present awards at the Championship for the top speaker, team and novice of that year. Only individuals and teams eligible to qualify for and compete at the Championship shall be eligible for these awards.

A. Speaker of the Year (“SOTY”). The SOTY award shall be determined according to the following procedure: (1) for each APDA sanctioned tournament of at least 16 teams from at least 5 schools, the first-place speaker shall receive 12 points plus 1 point for every 8 teams that competed at that tournament (up to a maximum of 20 total points for 80 or more teams); (2) A tournament which has only between 8 and 15 teams and/or only 4 different schools competing shall award 8 points to the top speaker; (3) Each subsequent speaker shall receive 2.5 points fewer than the speaker who proceeded him, with no ties being allowed and the awarding of points stopping at zero; (4) for each individual, the points from the six tournaments with the highest totals shall be added together; and (5) the individual with the highest number of points shall receive the SOTY award. B. Team of the Year (“TOTY”). The TOTY award shall be determined according to the following procedure: (1) for each APDA-sanctioned tournament of at least 16 teams from at least five different schools at which a team finished in the top four or eight teams in that APDA year, that team shall receive 12 points for a first-place finish, 8 points for a second-place finish, 3 points for a third-place finish, 3 points for a fourth place finish, and no points for a fifth, sixth, seventh, or eigth place finish; (2) for every additional 8 teams that competed at that tournament (up to a maximum of 20 total points for first and 16 for second for 80 total teams) the first and second place team shall receive 1 extra point; (3) for every additional 8 teams that competed at that tournament (up to a maximum of 9 total points for 80 total teams) the third and fourth place team shall receive .75 extra points (4) For every additional 8 teams (up to a maximum of 4 total points for 80 teams) the fifth, sixth, seventh, and eighth teams shall receive .5 extra points; (5) A tournament which has only between 8 and 15 teams and/or only four different schools competing shall award 8 points to the first place team and 4 to the second place team; (6) for each team, the points from the five tournaments with the highest totals shall be added together; and (7) the team with the highest number of points shall receive the TOTY award. C. Novice of the Year (“NOTY”). A novice shall be any individual who is competing in his first year of intercollegiate parliamentary debate or who has competed at less than three APDA-sanctioned tournaments, whichever criteria is more permissive. The NOTY award shall be determined according to the following procedure: (1) for each APDA sanctioned tournament after the first month of competition, the first-place novice speaker shall receive 10 points plus 1 point for every 8 novices that competed at that tournament (up to a maximum of 20 total points for 80 or more novices). Each subsequent novice speaker shall receive 2.5 points fewer than the novice speaker who proceeded him, with no ties being allowed and the awarding of points stopping at zero; (2) for each novice, the points from the five tournaments with the highest totals shall be added together; and (3) the novice with the highest number of points shall receive the NOTY award.

D. Club of the Year (“COTY”). (1) A school shall receive COTY points equal to the sum of all TOTY points earned by individuals from that school that are eligible to receive TOTY points. (For example, a team that wins an 80-team tournament earns 20 COTY points for their school from each individual.) (2) Individuals may contribute a maximum of 60 COTY points for their school. Additionally, COTY points will be allotted for finishes at Pro-Am tournaments in the same manner they would be assigned for TOTY purposes. Finally, there will be a bonus of 6 points for each debater who qualifies for the National Championship. (3) The school with the most points shall receive the COTY award.

E. For the purposes of sections 5.10.A through 5.10.C, the team or novice count for a tournament may only include teams or novices that debate in more than half of the preliminary rounds.

Section 5.11 The Chris Pocaro Memorial Award. Each year, APDA shall determine and present an award to the final-year debater with the greatest number of first-place varsity speaker finishes at APDA-sanctioned tournaments throughout the course of that debater’s APDA career. Only individuals eligible to qualify for and compete at the National Debate Championship shall be eligible for this award.

Section 5.12 Distinguished Service Awards A. Awards. From time to time, APDA shall sponsor Distinguished Service Awards (“DSA”), in order to recognize and honor individuals who have delivered outstanding contributions to APDA, parliamentary debate, or the facilitation of public discourse. These contributions may be of any nature, but must be characterized by devotion to APDA and/or its ideals above and beyond that expected of an individual in the position of the honoree.

B. Committee. The APDA board shall appoint and the general body shall approve a committee to oversee the assignment of DSAs. The committee shall be composed of the Vice President of Operations, members of the general body, and one additional member of the APDA board. The Vice President of Operations shall serve as provisional chair until such time as the committee shall elect one of its number, who is not a member of the APDA board. All committee members must be involved in all decisions of the committee, unless a member of the committee is nominated, in which instance he may not participate in discussions pertaining to his nomination.

C. Selection. Nominations shall be made by members of the APDA community directly to the chair of the DSA committee, allowing ample time to review nominations and establish a list of honorees. This list shall be presented by the chair to the APDA board for preliminary approval. The final list of nominees shall be approved by a body vote, at which time the recipient(s) of the DSA shall be announced publicly.

D. Eligibility. All current and former members of APDA are eligible for a DSA, as are any unaffiliated individuals or groups whose actions merit recognition in particular by APDA.

E. Presentation. The recipient(s) of the DSA shall be honored publicly.

Section 5.13 Exceptions. Individual exceptions to any portion of these bylaws must be voted on by the body and approved by all but one or all of the members voting in order to be valid.