Bylaws of the American Society of Association Executives Political Action Committee (ASAE PAC) (as approved by ASAE PAC Committee on 2/12/20 and ASAE’s Board of Directors on 3/19/20)

1. Name: The name of this organization is the American Society of Association Executives Political Action Committee (“ASAE PAC”).

2. Principal Office and Address: ASAE PAC’s principal office and address is 1575 I Street, NW, Washington, DC, 20005.

3. Organization: Established by the American Society of Association Executives, ASAE PAC shall be a voluntary, nonprofit, unincorporated entity, and is set-up as a separate, segregated fund of the American Society of Association Executives (“ASAE”). ASAE PAC shall be independent of any political party, candidate, or other organization, except that ASAE may defray costs and expenses incurred in the establishment and administration of, and in the solicitation of, contributions to ASAE PAC.

4. Nature: ASAE PAC shall be a non-partisan "political committee" and qualify as a "multi-candidate committee" under applicable Federal election law, the Federal Election Campaign Act ("Act") and implementing regulations ("Regulations") promulgated by the Federal Election Commission ("Commission"). The Committee is a political organization under federal tax exemption law.

5. Purpose: The purpose of ASAE PAC is to provide the opportunity for individuals interested in the future of the association management profession to contribute to the support of candidates for the US Senate and House who believe in the principles to which the profession is dedicated. To further these purposes, ASAE PAC is empowered to solicit and accept voluntary personal contributions, as well as to make disbursements and expenditures in connection with the attempt to influence the selection, nomination, or election of any individual seeking a seat in the US Senate or House. ASAE PAC is dedicated to the protection and advancement of associations and the association management profession.

6. Participation: Only U.S. citizens and permanent residents are eligible to contribute to ASAE PAC. ASAE PAC is authorized to solicit and accept contributions from any person from whom contributions may be lawfully solicited and accepted. This includes executive and administrative employees of ASAE, individual members of ASAE, and their immediate family members.

7. Contributions: All contributions to ASAE PAC shall be voluntary, and no contribution to ASAE PAC shall be solicited or secured by physical force, job discrimination, financial reprisal, or threat thereof, or, as a condition of membership or employment in ASAE. The expenditure and disbursement of all contributions to ASAE PAC shall be within the sole discretion of the overseeing ASAE PAC Committee. All contributions shall be maintained by ASAE PAC as a separate, segregated fund in one or more designated depositories as approved by ASAE or ASAE PAC, and all expenditures shall be made from those funds and no other source.

8. ASAE PAC Committee: The ASAE PAC Committee shall be composed of ASAE members as appointed each year by the Chairperson of the Board of Directors of ASAE. In no event shall the ASAE PAC Committee consist of less than 7 members. ASAE PAC Committee members must be U.S. citizens or permanent residents. Each appointed member of the Committee shall serve a one-year term of office. Chairpersons of the ASAE PAC Committee will serve one two-year term.

The Committee is empowered to set basic criteria with respect to expenditures to be made by ASAE PAC, and to direct disbursements to specific candidates. Subject to giving guidelines adopted by ASAE PAC, all disbursements to specific candidates must be approved by the ASAE PAC Chair, and ASAE chief public policy officer.

9. Officers: ASAE PAC shall have a Chairman, a Treasurer, and an Assistant Treasurer. The officers may serve consecutive terms. Vacancies that occur in any of the offices shall be filled by appointment by the Chairman of the Board of Directors of ASAE for the remaining term.

The Chairman of ASAE PAC shall be the chief operating officer of the Committee and shall be responsible for the overall direction of ASAE PAC’s policies and activities. The Chairman shall preside at meetings of the ASAE PAC Committee. The Treasurer shall be the chief financial officer of ASAE PAC and shall be responsible for its registration, record-keeping, and reporting as required by applicable law. The officers may be assisted in their responsibilities by one or more staff members of ASAE.

The Treasurer shall be a non-voting, ex-officio, member of the ASAE PAC Committee.

No contribution shall be accepted, and no expenditure made, by or on behalf of ASAE PAC, when the office of the Treasurer is vacant.

The ASAE PAC officers shall possess and may exercise all powers and privileges set forth in these Bylaws or incidental thereto, together with all powers and privileges necessary or convenient to the conduct, promotion, or attainment of the purposes of ASAE PAC or these bylaws.

10. Removal: Any officer or member of ASAE PAC may be removed by a two-thirds vote of the overseeing Committee or by a two-thirds vote of the Board of Directors of ASAE.

11. Foreign National Prohibitions: Notwithstanding any other provision of these Bylaws to the contrary, no employee, officer or director of ASAE, or any individual member of ASAE who is a foreign national, as that term is defined in 2 U.S.C. 441e(b) and the regula¬tions promulgated thereunder by the Commission, may engage in any activities relating to ASAE PAC. Such activities include, but are not limited to, serving as an officer of the PAC, contributing to the PAC, or participating in any ASAE or ASAE PAC decisions concerning the making of PAC contri¬bu¬tions or in any other administrative or policy decisions relating to ASAE PAC.

12. Books and Records: ASAE PAC shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its meetings. All books and records are subject to the inspection of any member of the ASAE Board of Directors, or his or her agent, for any purpose at any time. All records shall be kept, and the preparation and filing of all receipts and expenditures conducted, in compliance with The Act and Regulations.

13. Amendments: These Bylaws may be amended by a majority vote of the ASAE PAC Committee, upon ratification by a majority vote of the Board of Directors of ASAE.

These bylaws are made effective on 3/19/20, and they supersede any previous bylaws for the American Society of Association Executives Political Action Committee (ASAE PAC).