AFSA Bylaws

In This Section

AFSA Bylaws, as amended May 18, 2023

Contents:

ARTICLE I - Name

The name of this organization shall be the AMERICAN FOREIGN SERVICE ASSOCIATION, a nonprofit corporation incorporated in the District of Columbia.

ARTICLE II - Object

In accordance with the general purposes and objectives set forth in the Certificate of Incorporation, the following are declared to be the primary purposes and objectives of this association:

• To further the interests and well-being of the members of the association;

• To represent the members of the Foreign Service of the United States, in accordance with Chapters 10 (Labor-Management Relations) and 11 (Grievances) of the Foreign Service Act of 1980;

• To work closely with the foreign affairs agencies, the Congress, and other interested institutions and individuals to strengthen the ability of the foreign affairs community to contribute to effective foreign policies;

• To accept and receive gifts, grants, devises, bequests, and funds as may be donated or otherwise given to this association by any person or persons, group or groups, and to utilize or dispose of the same for the purposes of this association, or as directed by said donors;

• To maintain and operate a scholarship fund and such other funds as may be established by the board commensurate with the purposes and objectives of the association;

• To publish The Foreign Service Journal and other official organs of the association;

• To carry on such other activities as may be deemed practicable in order to serve the interests of the association or its members; and

• To support, defend, and enhance the Foreign Service Act of 1980, the foundation legislation of the Foreign Service of the United States.

ARTICLE III - Membership

Section 1. General Provisions: The association shall be composed of regular members, associate members, and honorary members. The board shall establish terms, conditions, and privileges for the associate and honorary member categories.

Section 2. Regular Members: Regular membership is limited to current or former members of the Foreign Service as defined by Sections 103 (paragraphs 1 to 5) and 202 of the Foreign Service Act of 1980, or successor legislation. Individuals eligible for regular membership may be so admitted upon application and payment of dues, and shall be permitted to maintain their membership as long as they remain eligible and maintain current dues payments. Only regular members may vote, hold office or exercise other rights regarding the conduct of the affairs of the association. Only current or former tenured members are eligible to hold office.

Section 3. Associate Members: Individuals or organizations closely associated with or interested in the foreign affairs of the U.S. but not eligible for regular membership may become associate members upon the acceptance of their application and the payment of dues, and shall be permitted to maintain membership so long as they maintain current dues payments.

Section 4. Honorary Members: The board may invite to become honorary members such individuals as it deems proper. Honorary members shall be exempt from the payment of dues.

Section 5. Removal of Members: Members may be expelled or otherwise disciplined by the association for engaging in conduct which discredits or brings into disrepute the association or the Foreign Service, or for taking legal or administrative agency action against the association without exhausting all reasonable internal administrative procedures. No member may be disciplined by the association without being served with specific charges, given a reasonable time to prepare defense, and permitted due hearing. The board shall establish procedures for removal or disciplinary actions, and its decisions shall be final and binding.

ARTICLE IV - Dues

The board shall establish the dues to be paid by members, and may alter such dues at its discretion; except that any increase in dues for regular members shall not exceed the cumulative increase in the national Consumer Price Index (CPI), as published by the U.S. Department of Labor, since the effective date of the last previous dues increase. Any proposal to increase dues by more than the CPI must be submitted to a referendum and approved by a majority of those members voting by secret ballot.

ARTICLE V - The Governing Board

Section 1. General: This association shall be governed by a Governing Board (herein called “the board”) consisting of regular members in good standing, elected by the regular membership biennially for two-year terms as officers or representatives in the manner provided in Section 4 below. No member may serve more than four full consecutive terms (i.e., eight consecutive years) in any one position on the Governing Board.

Upon taking office, board members shall sign a Code of Conduct that includes restrictions against conflicts of interest. Within two months of taking office, board members shall participate in a session orienting them on AFSA’s policies, procedures, and missions. That orientation shall include an explanation of board members’ individual and collective fiduciary responsibility. The board may select one of its members to serve as a non-executive chair (or presiding officer) for six-month renewable terms and, in consultation with the president, set board meeting agendas and conduct board meetings in accordance with Robert’s Rules of Order.

Section 2. Authority and Responsibility: The board is empowered to establish the policies and regulations of the association and to monitor their implementation by the officers and staff; to assess the degree to which objectives are being achieved; to appoint committees; and to approve annual budgets.

The board is responsible for:

(a) managing the property and affairs of the association;

(b) adopting rules and policies for the conduct of association business;

(c) maintaining fiscal integrity in the conduct of the affairs of the association, including provisions for accounting and financial controls, and for providing regular financial reports or summaries to the membership;

(d) to the extent practicable, keeping the membership currently informed on, seeking its advice before making decisions on, and informing it promptly of its decisions on important matters affecting the membership, the Foreign Service, and the association;

(e) facilitating communication from any member(s) to the membership, or any practicable portion thereof, on association business, at the expense of the member(s) initiating the communication;

(f) ensuring that persons in any position of authority at any level of the association do not engage in business or financial activities or have financial interests which conflict with their duties to the association or its members; and

(g) reporting to the membership annually on its management of the association's affairs and finances, and its plans and budget for the succeeding year.

(h) The board may not enter into multiyear financial commitments beyond its term of office plus 90 days except for ongoing multiyear commitments that are critical to the daily operation of the association, such as cleaning, maintenance, information technology, telephonic services, and/or accounting software and database management. This provision may be overridden by a supermajority vote of two-thirds of the board.

Section 3. Officers: The officers of the association shall be a president, constituency vice presidents, a secretary, and a treasurer. They shall be elected as described in Section 4, below. They shall have the powers and duties specifically conferred on them by applicable law and regulation, these bylaws, and the board.

Section 4. Manner of Election:

(a) The president, secretary, and treasurer shall be elected by the regular membership at the same time as other members of the board.

(b) The constituency vice presidents and representatives shall be elected from constituencies composed of the regular members belonging to the Foreign Service in each of the departments or agencies to which Chapter 10 of the Foreign Service Act of 1980 applies, pursuant to Sec. 1003(a), and a single retired constituency for all former members of the service from all such departments and agencies.

Each constituency having a minimum of 100 members as of the end of the month prior to the issuance of the call for nominations shall be entitled to a constituency vice president. In addition, each constituency shall be entitled to one representative for every 2,000 members or fraction thereof, so long as the fraction is greater than half, as of the end of the month prior to the issuance of the call for nominations, provided that any constituency that for three consecutive months has a membership which would on that date have entitled it to an additional representative shall have an additional representative, who shall be appointed by the board. Every agency shall have at least a Vice President, or if the minimum is not reached, a representative on the Board. Agencies with only a Vice President shall elect an alternate representative who may vote and participate in the absence of the Vice President as designated.

Section 5. Meetings and Voting:

(a) Meetings: The board shall meet at least once a month. The board shall also meet to consider a particular subject or subjects upon the written request of the president, one-third of the board members, an overseas chapter, or 25 regular members, submitted at least five days prior to the date of the proposed meeting. Meetings shall be announced and open to any regular member, provided that the board may adopt regulations to preserve good order, and may go into executive session. Minutes, except of executive sessions, shall be available to members on request.

(b) Voting: Each board member shall have one vote, with the exception of the alternate representatives described in Section 4, who may only vote and participate in the absence of the Vice President as designated. A majority of the members of the board shall constitute a quorum either by in-person or virtual attendance. Board members required by Article V, Section 8 to participate via in-person residence may participate virtually two times in any 12-month period. Board members unable to participate in-person or virtually at a given board meeting may leave a written proxy with another board member to vote on behalf of that absent member.

(c) Should local regulations, emergency declarations, or general safety or security conditions warrant, board meetings may be held virtually by agreement of a simple majority of board members. Any votes taken during such meetings shall count as final and will not require recertification during an in-person meeting.

Section 6. Vacancies: Vacancies occurring during the term of the board shall be filled by the board by appointment from the regular membership, provided that constituency vice presidents and representatives shall be chosen from the constituency of the vacancy as defined in Section 4, above.

Section 7. Recall: The membership has the right to recall the president, secretary, and treasurer, and the member of any constituency has the right to recall any constituency vice president or representative in whom said membership has no confidence. Two- thirds of the board or 5 per cent of the membership concerned may recommend such recall by written request and supporting statement to the Standing Committee on Elections. The committee shall submit the recall proposal, supporting statements and statements, if any, submitted in favor of the board member in question to the membership concerned for vote by secret ballot.

Section 8. The president, secretary, treasurer, constituency vice presidents, and representatives of constituencies with more than 299 members shall participate via in-person attendance at regularly scheduled meetings of the board within 60 days of taking office on July 15 or appointment to office thereafter, and throughout their term in office. If they are unable to participate via in-person attendance at regularly scheduled meetings of the board, e.g., because of transfer, they shall submit their resignations. Representatives and alternate representatives of constituencies with fewer than 300 members may participate virtually in board meetings. Board members may be removed from office by a majority vote of the board after four absences in any 12-month period from regularly scheduled meetings of the board.

Section 9. Board decisions, including approvals of policies, regulations, standard operating procedures, position descriptions, the Employee Handbook, contracts, and written commitments as well as board appointments to standing committees, and other official actions, remain in effect unless changed by subsequent board action.

ARTICLE VI - The Officers

Section 1. General. Officers of the association shall be the President, the Secretary, and the Treasurer elected by all AFSA members, and constituency Vice Presidents elected by their constituencies as described in Article III, Section 4. The officers together with the staffs they manage are responsible for executing the policies established by the board. The officers report to the board, to whom they submit monthly oral and/or written reports. Officers may be asked to serve in an acting capacity for other AFSA officers as needed.

Section 2. The President. The president is the chief elected officer the association. Consistent with their responsibilities, the president and other officers shall be provided the authorities and resources to achieve the missions assigned. The president represents all members from all branches of the Foreign Service, including retirees, and serves as the primary voice of the Foreign Service, by communicating with the Congress, media, AFSA membership and elsewhere. The president reports to the board and develops and provides policy guidance and management oversight to the association’s professional staff. The president serves as an ex-officio member of all committees (except Elections). The president may establish an advisory council of volunteer members of the Foreign Service or the public at large to advise the president on issues of interest to AFSA.

Section 3. The Secretary. The secretary oversees the keeping of the official records of the board. The secretary takes the lead on board governance issues and coordinates orientation of new board members.

Section 4. The Treasurer. The treasurer serves as the chief financial officer of the Governing Board. The treasurer oversees budget planning and execution, as well as investment portfolio management, collaborating with AFSA staff in these matters.

Section 5. The Vice Presidents. The vice presidents for the agencies represented by AFSA serve as the primary labor negotiators for employees in their bargaining units. They advise the president and other board members on workforce policies affecting their constituencies. They have a duty of fair representation as the exclusive employee representative of all employees within their bargaining units and negotiate collective bargaining agreements covering all employees in each unit described in Sections 1012 and 1013 of the Foreign Service Act. In coordination and with guidance from the president, they represent their constituents with the public, including the Congress.

Section 6. The Retiree Vice President. The retiree vice president serves as the primary advocate for retirees and, in coordination with the president, takes the lead on advocacy and outreach on retirement issues. The retiree vice president is responsible for finding and recommending to the Executive Committee and the Governing Board retired AFSA members to serve on and give the Foreign Service perspective to the Foreign Service Grievance Board (FSGB) and the Foreign Service Labor Relations Board (FSLRB).

Section 7. Smaller Constituencies. Board members representing agencies with fewer than 100 AFSA members perform the same activities and have the same responsibilities as the Vice Presidents.

ARTICLE VII - Internal Organization

Section 1. The following committees and boards shall exist on a permanent basis:

(a) Executive Committee: The Executive Committee shall be composed of the officers of the association as defined in Article V, Section 3. It will meet intersessionally between board meetings and is chaired by the president, if available. AFSA staff members may be invited to attend discussions on matters pertaining to their responsibilities. The committee will support the board by reviewing and revising as necessary the proposed annual budget for presentation to the board for approval, reviewing existing and proposed new standard operating procedures and similar documents for presentation to the board for approval; and discussing other matters impacting the interests of AFSA members and bringing any proposal resulting therefrom to the board for decision. The committee will support the president in implementing the policies of the board by providing a forum for discussions, discussing staff matters that impact the core functions of AFSA such as staffing reorganization, and deciding matters that do not rise to the level of board action. All decisions of the Executive Committee shall be reported to the next session of the Governing Board for ratification.

(b) Committee on Elections: The Committee on Elections shall have full power within the association, subject to applicable law, regulation, these bylaws and the association budget, to conduct regular elections for Governing Board, recall elections, referenda, and any vote on amendments to these bylaws. The committee shall establish regulations for these procedures and interpret relevant sections of the bylaws, resolve disputes and determine and declare election results.

The Committee on Elections shall be composed of at least five members, including a chair and at least one member from each constituency when possible. The board shall appoint the chair and members of the committee for two-year terms beginning July 15 of each even-numbered year, and shall fill vacancies occurring during such term, but may not remove committee members except on recommendation of the committee or in accordance with disciplinary procedures. Committee members shall be impartial in the performance of their duties while serving, and for six months thereafter they shall not be board members or candidates or nominators thereof, or accept appointment to the chair of any other committee.

(c) Constituency Standing Committees: Standing committees for each constituency shall have primary responsibility, subject to the overall guidance of the board, for the interests of members of said constituencies in general and in particular for members assigned in the Washington area. The board shall appoint, and determine the terms of, the chair and the members of each constituency standing committee from among the members within each such constituency.

(d) Journal Editorial Board: The board shall appoint and determine the terms of the chair and members of the Journal Editorial Board who, under the overall guidance of the board, shall be specifically responsible for the editorial policy of The Foreign Service Journal.

(e) Scholarship Committee: The board shall appoint and determine the terms of the chair and members of the Scholarship Committee who, under the overall guidance of the board, shall develop policies and criteria for awards under the association's scholarship programs.

(f) Awards and Plaques Committee: The board shall appoint and determine the terms of the chair and members of the Awards and Plaques Committee who, under the overall guidance of the board, shall develop criteria and make recommendations for awards and honors.

(g) Governance Committee: The board shall appoint and determine the terms of the chair and members of the Governance Committee who, under the overall guidance of the board, shall make recommendations for amendments to bylaws and new or updated standard operating procedures.

(h) Legal Defense Fund Committee: The board shall appoint and determine the terms of the chair and members of the Legal Defense Fund Committee who, under the overall guidance of the board, shall make recommendations to the board for disbursements from the Legal Defense Fund and fulfill other duties as assigned by the Fund’s Standard Operating Procedures.

Section 2. The board shall have the authority to establish and appoint and determine the terms of members of other committees as it deems necessary for the efficient operation of the association and to further its purposes and objectives.

The board shall provide overall guidance to such committees, but may delegate to them such authority as it deems necessary. Where practicable, the membership and authorities of such committees should be spelled out in writing and approved by the board.

Section 3. Post Chapters and Representatives: Regular members assigned outside of the Washington area may form a chapter for their post and elect an AFSA representative. In the absence of such an election, AFSA may appoint such a representative. The activities of chapters and their post representatives shall be consistent with these bylaws, the board's guidance, and the association's agreements with the foreign affairs agencies.

ARTICLE VIII - Elections

Section 1. Candidates: All regular members of the association in good standing are eligible to be candidates for the officer or representative positions on the board; active-duty members presenting themselves as candidates for president or constituency vice president must hold an active security clearance.

Section 2. Procedures:

(a) The Committee on Elections shall issue to all Members an election call prescribing the terms and conditions of the election and soliciting candidacies in the Foreign Service Journal and in other appropriate media no less than 6 months prior to the new officers taking office on July 15 of each odd-numbered year.

(b) All nominations shall be in writing and must be received by the Committee on Elections not later than 30 days following the date of the election call. Nominations must be accompanied by evidence of eligibility as of the deadline for nominations. Nominations may be individual or by slate, and candidates may be self-nominated or nominated by any regular member.

(c) The Committee on Elections shall verify the eligibility of candidates for each position and announce candidates’ names within 14 days of the deadline for nominations.

(d) The committee shall receive campaign statements from candidates and/or slates and distribute them to the concerned membership at association expense pursuant to procedures it shall establish for that purpose. The committee shall also facilitate the distribution, during a campaign period of not less than 30 days, of additional material related to the election which candidates, slates and/or other members wish to distribute at their own expense. Those initiating such statements and materials shall assume full legal responsibility for their contents.

(e) The committee shall e-mail instructions on how to vote online and/or mail the official ballot bearing the names of all qualified candidates, slate identifications when applicable and voting instructions to each regular member no less than 45 days before the counting of the ballots.

(f) Each regular member may cast one vote each for president, secretary and treasurer, one vote for the appropriate constituency vice president and one vote for each representative position available in the member's constituency. Members may vote for candidates as individuals or as a slate, or may write in the name(s) of any regular member(s) who fulfills the eligibility requirements as prescribed.

(g) The committee shall ensure the secrecy of each member’s vote. The committee may hire a third-party vendor to facilitate the election and ensure the integrity of the process.

(h) The committee shall count within 7 days all ballots received as of the close of business on the date established by the call for nominations as the deadline for ballots and no less than 15 days after the mailing of the ballots and no less than 14 days before the new candidates take office on July 15. Candidates or their representatives may observe counting procedures and are entitled to challenge the validity of any vote or the eligibility of any voter.

(i) The committee will decide on challenges and declare elected the candidates receiving the greatest number of valid votes for each position. For any position receiving only write-in votes, if the leading candidate does not receive at least five votes, then the Governing Board shall fill the position.

(j) The new board shall take office on July 15.

ARTICLE IX - Referendum

Section 1. The membership may, by majority vote in a referendum, determine the association's policy on any matter within the scope of the association's purposes and objectives.

Section 2. One-third of the board, 10 chapters, or two percent of regular members may initiate a referendum by submitting a specific proposal to the Committee on Elections. The Committee on Elections will submit it to the regular membership for decision in a secret ballot under procedures established by it for that purpose.

ARTICLE X - Amendments

Section 1. Procedures:

(a) Two percent of regular members or the board may propose, in writing and accompanied by a statement of justification, an amendment to these bylaws by submission to the Committee on Elections.

(b) The committee shall promptly circulate to the membership each such proposed amendment and justification by publication in The Foreign Service Journal and other appropriate media. The committee shall accept, for 45 days following the date of publication of the proposed amendment, statements of appropriate length submitted in opposition thereto and signed by not less than 10 members. No two statements shall be signed by the same member.

(c) Members may distribute, at their own expense, additional statements regarding a proposed amendment. To facilitate this process, the association shall make available on request the membership list or address labels, for which it shall be reimbursed for all related expenses.

(d) The committee shall commence a poll of the membership on the proposed amendment within 90 days following the date of its publication, and shall conclude the poll within 45 days. The committee shall provide, along with ballots, the statements in support of and in opposition to the proposed amendment.

Section 2. Adoption of a proposed amendment will require the affirmative votes of not less than two-thirds of the valid votes received and will be effective immediately.

ARTICLE XI - Parliamentary Authority

The association's parliamentary authority shall be the most recent edition of Robert's Rules of Order Newly Revised, except as otherwise provided by applicable law, regulation, or decision of the Governing Board.