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Association of Authors' Representatives

By-Laws of the Association of Authors' Representatives, Inc.

  Article I : Statement of Purpose

     The Association of Authors' Representatives, Inc. ("The Association") is a membership corporation derived from the consolidation of the Society of Authors' Representatives, Inc. ("SAR") and the Independent Literary Agents Association, Inc. ("ILAA").
     The members of the Association shall be individuals engaged in the business of representing authors, owners or other custodians of rights to literary, dramatic, motion picture, television, radio or other similar material.
     Affirming a unity of purpose to act for the enhancement of their profession and the interests of their clients, and desiring always to maintain the full individuality of each member while promoting their mutual objectives, the members of the Association agree to behave ethically towards each other, their clients, and the public and to adhere to the Association's Canon of Ethics.

  Article II : Agent Membership

     Section 1. Categories of membership.
     There shall be two categories of agent members of the Association: literary agents and dramatic agents. An agent member may qualify for membership in both categories.

     Section 2. Charter Membership.
     A. Any person who is a member in good standing of ILAA on the date of the ratification of these By-Laws shall be a charter literary agent member of the Association; and
     B. any person shall be a charter agent member of the Association in the appropriate category of membership who:
(i) Is an owner or partner of an organization that is a member in good standing of SAR on the date of the ratification of these By-Laws, or
  • (ii) Who for at least one year has been employed by such an organization to sell publication, translation or performance rights to literary properties or production rights to plays and
  • (iii) Who, in the good‑faith judgment of the head of such organization, is qualified to be an agent member of the Association.
  •      C. The boards of ILAA and SAR shall, upon their ratification of these By-Laws, provide to the Interim Governing Council described in Article VI, Section 2 a written designation of charter agent members of the Association.
  •      The list provided by SAR shall be compiled from written lists furnished to SAR's board of directors by the head of each organization that is a member in good standing of SAR on the date of its ratification of these By-Laws, which lists shall specify the names of those individuals who qualify for charter agent membership pursuant to this section.

  •      Section 3. Qualifications for Agent Membership.
  •      Any person who is a literary agent and who shall meet the criteria set forth in Section 3.A shall be qualified to become an agent member of the Association.
  •      Any person who is a dramatic agent and who shall meet the criteria set forth in Section 3.B shall be qualified to become an agent member of the Association.
  •      Any person who becomes a member of the Association in either category of membership and who subsequently meets the criteria set forth for the other category shall upon application to the Board of Directors be declared a member in both categories in accordance with the application procedures set forth in Section 4, but the requirement of nomination by two agent members of the Association shall be waived with respect to such application.
  •      A. A qualified literary agent shall be
  • (i) A person whose primary professional activity for the two years preceding application for membership in the Association has been as an author's representative for the selling of rights in and to literary works;
    • (ii) The agent principally responsible for executed agreements concerning the grant of publication, translation, or performance rights to ten different literary properties during the 18 month period preceding application for membership; and
    (iii) An agent who shall conduct his or her business in such manner as to be in compliance with an agent's legal and fiduciary duties to the agent's clients and such Canon of Ethics and other standards as may be adopted by the Association.
         B. A qualified dramatic agent shall be
    (i) A person whose primary professional activity for the two years preceding application for membership in the Association has been as a playwright's representative for the selling of rights in and to dramatic works (an agent's experience and activity in motion picture and television writing representation shall be given due weight);
    (ii) The agent principally responsible for executed agreements concerning the grant of rights to five productions of plays before a live audience in any of the following venues: First Class theaters, Off Broadway theaters, LORT theaters, or major institutional theaters in New York City, during the 24-month period preceding application for membership; at least one such grant of production rights must have either used the Approved Production Contract of the Dramatists Guild of America or have been a grant for production of the play Off Broadway in New York City; and
    (iii) An agent who shall conduct his or her business in such manner as to be in compliance with an agent's legal and fiduciary duties to the agent's clients and such Canon of Ethics and other standards as may be adopted by the Association.

         Section 4. Election of Agent Members.
         A person may be elected an agent member upon being nominated in writing for membership by two agent members of the Association.
         The nominee shall provide to the Association a list of literary properties sold or production rights granted to the extent required by Section 3 and such other information as the Association may request.
         The Board of Directors shall review the application and obtain such further information as it may require to determine whether the nominee qualifies for agent membership as a literary or dramatic agent, or both.
    At the meeting of the Board of Directors following the conclusion of such review, the Board of Directors shall determine by vote whether to elect the nominee as an agent member in the appropriate category or categories of membership.
         If the Board of Directors shall find that the nominee does not meet the qualifications for agent membership as set forth in section 3, the Board may
    (i) Request the nominee furnish further information concerning his or her qualifications for agent membership;
    (ii) Deny the application for agent membership; or
    (iii) Take such other action as may be appropriate under the circumstances.
         An applicant for membership in the Association who does not technically qualify under Section 3 but who, in the judgment of the Board of Directors, should be a member of the Association, may be elected to membership in the appropriate category.
         All votes concerning agent membership shall be decided by a majority of the entire Board of Directors.
         If the Board of Directors denies an application, the applicant shall be afforded an opportunity to appeal that denial to the Board of Directors.
         If, after any such appeal, the Board of Directors adheres to its decision to deny the application, the applicant may re‑apply for membership as a literary or dramatic agent, but not sooner than six months after the Board's adherence to its decision to deny the prior application.

         Section 5. Provisional Membership.
         On June 16, 1999, at the Annual Meeting of the AAR membership, Article II, Section 5. Change of Membership Status was renumbered Section 6 and a new Section 5. Provisional Membership was added to the By-Laws as follows:
         A person who is a literary or dramatic agent and who does not meet the criteria set forth in Section 3.A of this Article II may be elected as a provisional member of the Association in accordance with the provisions of this section.
         A. To qualify for provisional membership, a literary agent must be
    (i) A person whose primary professional activity for the twelve months preceding application for provisional membership in the Association has been as an author’s representative for the selling of rights in and to literary works;
    (ii) The agent principally responsible for executed agreements concerning the grant of publication, translation, or performance rights to five different literary properties during the twelve months preceding application for provisional membership; and
    (iii) An agent who shall conduct his or her business in such manner as to be in compliance with an agent’s legal and fiduciary duties to the agent’s clients and such Canon of Ethics and other standards as may be adopted by the Association.
         B. To qualify for provisional membership, a dramatic agent must be
    (i) A person whose primary professional activity for the twelve months preceding application for provisional membership in the Association has been as a playwright’s representative for the selling of rights in and to dramatic works (the agent’s experience and activity in motion picture and television writing representations shall be given due weight);
    (ii) The agent principally responsible for executed agreements concerning the grant of rights to two productions of plays before a live audience in any of the following venues: First Class theaters, Off Broadway theaters, LORT theaters, or major institutional theaters in New York City, during the twelve months preceding application for provisional membership; and
    (iii) An agent who shall conduct his or her business in such manner as to be in compliance with an agent’s legal and fiduciary duties to the agent’s clients and such Canon of Ethics and other standards as may be adopted by the Association.
         C. A person may be elected a provisional member upon being nominated in writing for provisional membership by two agent members of the Association, one of whom has agreed to serve as the applicant’s mentor with respect to the applicant’s provisional membership in the Association.
         The nominee shall provide to the Association a list of literary properties sold or production rights granted to the extent required by this section and such other information as the Association may request.
         The Board of Directors shall review the application and obtain such further information as it may require to determine whether the nominee qualifies for literary or dramatic provisional membership.
          At the meeting of the Board of Directors following the conclusion of such review, the Board of Directors shall determine by vote whether to elect the nominee as a provisional member in the appropriate category of provisional membership.
          If the Board of Directors shall find that the nominee does not meet the qualifications for provisional membership as set forth in this section, the Board of Directors may
    (i) Request the nominee furnish such further information concerning his or her qualifications for provisional membership;
    (ii) Deny the application for provisional membership; or
    (iii) Take such other action as may be appropriate under the circumstances.
         D. Provisional membership in the Association shall extend for a term of two years, provided that a provisional member shall apply for full agent membership at such time during that two-year period when the provisional member believes that he or she meets the qualifications for agent membership set forth in Section 3.A or 3.B of this Article II.
         If a provisional member does not meet those qualifications at the end of the two-year term of provisional membership, the provisional member must so advise the Association and may then apply for one additional one-year term as a provisional member.
         E. Provisional members may attend all meetings of the Association and receive all mailings and other communications sent by the Association to agent members, but shall not vote at Association meetings, be eligible for election to any Association office, or identify themselves in any way as a member of the Association.

         Section 6. Change of Membership Status.
         A. A member shall cease to qualify for membership at such time as his or her primary professional activity is no longer that of a literary or dramatic agent.
         The effect of this provision may be waived by the vote of a majority of the Board of Directors upon the member's written request.
         B.     A member may be reprimanded, censured, suspended for a period, or expelled for cause, such as violation of any of these By-Laws, the Canon of Ethics or other standards of the Association.
         Reprimand, censure, suspension or expulsion shall be by a two‑thirds vote of the entire Board of Directors, provided that a statement of the charges shall have been mailed by certified mail to the member at his or her last recorded address and to all members of the Board of Directors at least 15 days before action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting at which the Board of Directors is to take action.
         The member shall be afforded an opportunity to present his or her position in connection with such charges at the time and place stated in such notice.

      Article III : Associate Membership

         Section 1. Qualification for Associate Membership.
         Full time employees of an agent member who do not themselves qualify for agent membership but who are actively engaged in the selling of rights to literary or dramatic properties shall be qualified to become associate members of the Association. In order to become an associate member, their agent member employer must present a written application to the Board of Directors. The Board shall vote upon such application in accordance with the procedures set forth in Article II, Section 4.
         An associate member may maintain membership in the Association only so long as he or she shall remain in the full time employ of the sponsoring agent member, only so long as the sponsoring agent member shall remain a member of the Association, and only so long as the associate member does not qualify to become an agent member.
         For purposes of this section, a person who is employed by the agent member at least twenty hours per week and at least thirty‑nine weeks per year shall be eligible to become an associate member of the Association.
         An associate member shall be entitled to all privileges of agent members except the right to vote or hold office.

      Article IV : Dues

         Section 1. Dues.
         The Board of Directors shall determine from time to time the amount of the initiation fee, if any, and the dues payable to the Association by agent members and associate members.
         There shall be no initiation fee for charter members of the Association.

         Section 2. Payment of Dues.
         Dues shall be payable in advance at such times as shall be established by the Board of Directors.
         Dues of a new member shall be prorated from the first day of the month in which such new member is admitted to membership for the remainder of the membership year.

      Article V : Meetings

         Section 1. Annual Meetings.
             The first annual meeting of the Association shall take place in October, 1991. Thereafter, there shall be an annual meeting of the members of the Association in June of each year.
         All elections for members of the Board of Directors of the Association shall be held at annual meetings of the Association.
         Notice of every annual meeting shall be mailed, except as otherwise provided herein or by statute, to the last recorded address of each agent member at least 40 days and not more than 50 days before the date of the meeting.This notice shall state the place, date, time, and purpose of the meeting and shall include a form for voting at the annual meeting by proxy, which form shall specify that it will be superseded in the event of independent nominations pursuant to Article VIII, Section 1.A or Section 3 hereof.

         Section 2. Special Meetings.
         Special meetings for the purpose of considering a resolution to remove one or more members of the Board of Directors from office or to amend the By-Laws or Certificate of Incorporation of the Association or for considering a specific subject or resolution, may be called
         A. By the Board of Directors,
         B.     By the written request to the Board of Directors of 15% of the agent members, which written request shall set forth the purpose of such meeting and the text of any proposed resolution; upon receipt of such written request the Board of Directors shall, not later than at its next scheduled meeting, instruct the Secretary to notify the agent membership of the meeting, which notice shall include the text of any proposed resolution; or
         C. By the President or either Vice President, but not for the purpose of removing from office one or more members of the Board of Directors or amending the By-Laws or Certificate of Incorporation of the Association.
         Notice of any special meeting shall be given to the agent members and shall state the place, date, time and purpose of the meeting (including the text of any proposed resolution), and shall be mailed, except as otherwise provided herein or by statute, to the last recorded address of each agent member at least 10 days and not more than 30 days before the date of the meeting.
         Except that emergency meetings for the purpose of considering a specific subject or resolution (other than a resolution to remove one or more members of the Board of Directors from office or to amend the By-Laws or Certificate of Incorporation of the Association) may be called by the Board of Directors, the President or either Vice President on shorter or telephonic notice.
         And except that notice of special meetings for the purpose of considering a resolution to remove one or more members of the Board of Directors from office or to amend the By-Laws or Certificate of Incorporation of the Association shall be mailed to each agent member at least 30 days and not more than 45 days before the date of the meeting.
         A resolution to remove one or more members of the Board of Directors from office or to amend the By-Laws or Certificate of Incorporation of the Association that has been proposed by the Board of Directors or by 15% of the agent members may be considered at an annual meeting of the Association, provided that the text of any such proposed resolution has been mailed to each agent member at least 30 days and not more than 45 days before the date of the annual meeting.
         No business requiring a vote by agent members other than that specified in the notice shall be transacted at any special meeting of the Association.

        Section 3. Quorum.
         Except as otherwise provided herein, the presence in person or by proxy of a majority of the agent members of the Association shall be necessary to constitute a quorum for the transaction of business at any annual or special meeting of the Association.

         Section 4. Inspectors of Election.
         Two Inspectors of Election shall be appointed by the Board of Directors to serve as such at each annual meeting at which elections are held.

             Section 5. Voting.
         If the manner of deciding any question has not otherwise been prescribed by these By-Laws or by the Board of Directors, it shall be decided by majority vote of the agent members present in person or by proxy.

         Section 6. Proxies.
             Agent members of the Association may vote by proxy at any annual or special meeting.
         A proxy shall be in writing and revocable at the discretion of the agent member executing it.
         Unless the duration of a proxy is specified, it shall be invalid after 11 months from the date of its execution.

      Article VI : Board of Directors

         Section 1. Number.
         The property, affairs, activities, and concerns of the Association shall be vested in a Board of Directors, which shall consist of twelve members of the Association.
         Each category of membership shall be represented on the Board of Directors in the proportion that the number of members in that category bears to the total number of agent members of the Association, but in no event shall fewer than one‑quarter of the Board of Directors be comprised of agent members from either category of membership.
         The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.

         Section 2. Interim Governing Council.
         The members of the board of directors of SAR and ILAA shall comprise an Interim Governing Council of the Association. 

         Said Council shall appoint the members of the Joint Nominating Committee to nominate candidates for the first Board of Directors of the Association and shall take such other action as may be necessary to administer the activities of the Association and implement the provisions of these By-Laws until the first Board of Directors of the Association shall be duly elected and qualified.

     
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         Section 3.
        Election and Term of Members of Board of Directors.
         At the first annual meeting of the Association there shall be an election of the twelve members of the Board of Directors.
         If, pursuant to the operation of Article VIII, Section 1.A, there are more than twelve candidates, they shall be elected in descending order based upon the number of votes they receive, except that to the extent necessary one or more candidates receiving a lesser number of votes will be elected instead of the candidate or candidates receiving the next higher number of votes until the total composition of the Board of Directors comports with the requirements of Article VII Section 1.
         Six of the members elected at the first annual meeting shall serve for a term of three years and six shall serve for a term of two years; if only three of the members elected at the first annual meeting are from one category of agent membership then two of those three shall be elected for a term of two years and one shall be elected for a term of three years. Whether a member is deemed elected at the first annual meeting for a term of two years or three years shall be determined at the meeting, in the first instance by individual preference and then if necessary by lot.
         At the third annual meeting there shall be an election, for a term of two years, for the six positions on the Board of Directors that were occupied by members who were elected at the first annual meeting for a term of two years; at the fourth annual meeting there shall be an election, for a term of two years, for the six positions on the Board of Directors that were occupied by members who were elected at the first annual meeting for a term of three years; and at each annual meeting thereafter there shall be an election, for a term of two years, for the six positions on the Board of Directors that were occupied by members completing a term of two years.
         At any annual meeting beginning with the third, if pursuant to the operation of Article VIII, Sections 2 and 3 there are more than six candidates, they shall be elected in descending order based upon the number of votes they receive, except that to the extent necessary one or more candidates receiving a lesser number of votes will be elected instead of the candidate or candidates receiving the next higher number of votes until the total composition of the Board of Directors comports with the requirements of Article VI, Section 1.
         Members of the Board of Directors may be reelected, provided that members may not be elected to serve for more than two consecutive terms, although such members may again be elected to the Board of Directors after not having served as a member for at least one term.

         Section 4. Duties of the Board of Directors.
         The Board of Directors may:
         A. Hold meetings at such times and places as it deems proper;
         B. Admit members and reprimand, censure, suspend or expel them;
         C. Call special meetings of the Association;
         D. Appoint committees on particular subjects from the members of the Board of Directors or from other members of the Association;
         E. Audit bills and disburse the funds of the Association;
         F. Print and circulate documents and publish articles;
         G. Carry on correspondence and communicate with others;
         H. Hire and determine the compensation of employees of the Association and such attorneys, accountants, bookkeepers, publicists, or other professionals and consultants as it may deem appropriate; and
         I. Devise and carry into execution such other measures as it may deem proper and expedient to promote the objects of the Association and protect the interests and welfare of its members.
         The Board of Directors may not:
         J. Dissolve the Association;
         K. Amend, repeal or alter the By-Laws or Certificate of Incorporation of the Association;
         L. Make special assessments over and above the prescribed dues; or
         M. Remove members of the Board of Directors from office.

         Section 5. Meetings of Board of Directors.
         Regular meetings of the Board of Directors shall be held.
         Notice of meetings shall be announced to each member of the Board of Directors at least ten days before the time set for the meeting.
         The President may, when he or she deems necessary, or the Secretary shall, at the request in writing of two members of the Board of Directors, issue a call for a special meeting of the Board of Directors, and only five days' notice shall be required for such special meetings.

         Section 6. Quorum and Voting.
    A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, a lesser number may adjourn the meeting to a day not more than 14 days later.
         Unless otherwise provided by the Board of Directors or by statute, the affirmative vote of a majority of those members of the Board of Directors present and voting shall be required for the transaction of any business as to which a vote is required.

         Section 7. Vacancies.
         Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority of the remaining members of the Board of Directors at its next meeting.
         The person so elected shall hold office for the balance of the unexpired term and shall come from the same category of membership as the member whose position has been vacated.

         Section 8. Removal of Members of Board of Directors.
         Pursuant to a resolution proposed by the Board of Directors, or by 15% of the agent members in accordance with Article VI, Section 2, any member of the Board of Directors may be removed, either with or without cause, at any special or annual meeting noticed as provided in Article V, Section 2, by the vote in person or by proxy of two‑thirds of the entire agent membership. Such vote shall be by secret ballot.

      Article VIII : Officers

         Section 1. Number.
         The officers shall be a President, two Vice Presidents, one from each category of membership, a Secretary and a Treasurer.
         The officers of the Association must all be members of the Board of Directors during their tenure in office.

         Section 2. Method of Election.
         On April 4, 1995, at the General Meeting of the AAR membership, Article VII, Section 2, was amended as follows:
         Immediately following the election of members of the Board of Directors at each annual meeting of the Association, and during that meeting, an election shall be held for the office of President of the Association, for a term of one year.
         Candidates for the office of President must be members of the Board of Directors as constituted following that election of members of the Board of Directors.
         The President shall be elected by a majority vote of the agent members of the Association in accordance with Article V, Section 5, of these By-Laws, and run-off elections shall be held if necessary.
         The Board of Directors in office when this By-Law is adopted shall establish, consistent with these By-Laws, initial procedures for the conduct of the election for the office of President, including procedures relating to the distribution of information and proxies to agent members eligible to vote at that election, which procedures may thereafter be amended by the Board of Directors as it may deem appropriate.
         At the Board of Directors meeting next succeeding each annual meeting, the Board of Directors shall elect all other officers for a term of one year, by majority vote. Run-off elections shall be held if necessary.

         Section 3. Duties of Officers.
         The duties and powers of the officers of the Association shall be as follows:
         A. President. The President shall preside at meetings of the Association and of the Board of Directors, shall appoint the members of the Committee on Ethics and Practices, and shall be a member, ex officio, with the right to vote, on all committees except the Nominating Committee.
         He or she shall also, at the annual meeting of the Association and at such other times as he or she deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may promote the welfare and usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President.
         The President may call regular or special meetings of the Board of Directors in his or her discretion.
         B. Vice Presidents. It shall be the duty of the Vice Presidents generally to devote their best efforts to advancing the interests of the Association.
         In addition, each Vice President shall be particularly responsible for the separate concerns of the category of membership which he or she represents and shall report such concerns to the Board of Directors and shall make appropriate recommendations to the Board of Directors in connection therewith.
         In case of the absence or temporary inability to act of the President, a Vice President designated by the Board of Directors shall perform the duties of the President.
         C. Secretary. It shall be the duty of the Secretary to give notice of and attend all meetings of the Association and the Board of Directors and to keep a record thereof; to conduct all correspondence and to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Association; and generally to devote his or her best efforts to advancing the interests of the Association.
         In case of absence or disability of the Secretary, the Board of Directors may appoint a Secretary pro tem.
         D. Treasurer. The Treasurer shall keep an account of all moneys received and expended for the use of the Association, and shall make such disbursements as are approved by the Board of Directors.
         He or she shall deposit all sums received in banks approved by the Board of Directors and shall report the financial condition of the Association at the annual meeting or when called upon to do so by the President.
         Funds may be drawn only upon the signature of the Treasurer or such other person(s) as the Board of Directors may designate.
         The funds, books and vouchers of the Association shall at all times be under the supervision of the Board of Directors and subject to its inspection and control.
         At the expiration of the Treasurer's term of office, he or she shall deliver to his or her successor or, in the absence of a successor, to the President, all books, moneys, and other property of the Association.
         In case of the absence or disability of the Treasurer, the Board of Directors may appoint a Treasurer pro tem.

         Section 4. Vacancies.
         All vacancies in any office, including vacancies created by death, resignation, failure to be reelected to or removal from the Board of Directors, or permanent inability to act, shall be filled by the Board of Directors without undue delay at its next succeeding regular meeting or at a special meeting called for that purpose.
         On June 19, 1996, at the General Meeting of the AAR membership, Article VII, Paragraph 4 of the By-Laws was amended by adding thereto the following:
         If a vacancy in the office of President cannot be filled by the Board of Directors from the then members of the Board, the Board shall have the power to elect as President a member of the Association who is not then a member of the Board of Directors. If so elected, that member shall serve as President until the next Annual Meeting, and during that service shall also serve as an ex officio member of the Board of Directors.
         On June 14, 2005, at the General Meeting of the AAR membership, Article VII, Paragraph 4 of the By-Laws was amended by adding thereto the following:
         If a vacancy in the office of Treasurer cannot be filled from the then members of the Board of Directors, the Board shall have the power to elect to serve in that office a member of the Association who is not then a member of the Board of Directors. If elected, that member shall serve as Treasurer until the next Annual Meeting, and during that service shall also serve as an ex officio member of the Board of Directors.

         Section 5. Compensation of Officers.
         The officers of the Association shall receive no salary or compensation.

      Article VIII : Committees

         Section 1. Joint Nominating Committee.
         Immediately following the ratification of these By-Laws by SAR and ILAA, the Interim Governing Council of the Association shall appoint a Joint Nominating Committee of eight members, four of whom shall be charter members as provided in Article II, Section 2.A and four of whom, including at least two dramatic agents, shall be charter members as provided in Article II, Section 2.B, but none of whom shall be a present member of the Council or Board of Directors of ILAA or SAR, respectively.
         It shall be the duty of the Joint Nominating Committee to nominate twelve candidates for positions on the first Board of Directors of the Association, not fewer than three of whom shall be from each category of membership.
         The Presidents of SAR and ILAA may attend meetings of the Joint Nominating Committee and render such assistance to it as it may request, but shall not vote.
         The Joint Nominating Committee shall notify the Interim Governing Council in writing, at least 50 days before the date of the first annual meeting, of the list of candidates nominated by it, at which time the Joint Nominating Committee shall immediately dissolve, and the Interim Governing Council shall make appropriate arrangements to mail to the last recorded address of each charter member of the Association, not more than 45 days before the date of the first annual meeting, a copy of such list together with notice of the first annual meeting.
         A majority vote of the members of the Joint Nominating Committee shall be required for any action taken by that Committee.

         Section 1.1. Initial Independent Nominations.
         Independent nominations for members of the first Board of Directors may be made by petition signed by not fewer than ten charter members, if such nominations are forwarded to the Interim Governing Council at least 25 days prior to the first annual meeting.
         The Interim Governing Council shall immediately arrange to transmit such nominations to all charter members of the Association together with a revised form of proxy for voting at the first annual meeting.

         Section 2. Nominating Committee.
         During the month of March, 1993 and annually thereafter, the Board of Directors shall appoint a Nominating Committee of seven members, at least two of whom shall be from each category of membership and none of whom shall be a member of the Board of Directors.
         The duty of the committee shall be to nominate candidates for the positions on the Board of Directors to be filled at the next annual meeting.
    The Board of Directors shall advise the Nominating Committee as to how many of the positions are to be filled from each category of membership so that the overall composition of the Board of Directors comports with the requirements of Article VI, Section 1.
         The President and one other member of the Board, designated by the Board of Directors, may attend meetings of the Nominating Committee and render such assistance to it as it may request, but shall not vote.
         The Nominating Committee shall notify the Secretary in writing, at least 45 days before the date of the annual meeting, of the list of candidates nominated by it, which list shall include at least sufficient candidates from each category of membership to fill the positions on the Board of Directors reserved for such category, but not more than three candidates for every two positions reserved for such category (or, in the event that only one position is to be filled from a category, then not more than two candidates for such position).
         At this time the Nominating Committee shall immediately dissolve, and the Secretary shall mail to the last recorded address of each agent member, not fewer than 40 days before the date of the annual meeting, a copy of such list together with the notice of the annual meeting.
         A majority vote of the members of the Nominating Committee shall be required for any action taken by that Committee.

         Section 3. Independent Nominations.
         Nominations for members of the Board of Directors may also be made by a petition signed by not fewer than ten agent members of the Association forwarded to the Secretary at least 25 days prior to the annual meeting.
         The Secretary shall immediately transmit such nominations to the agent members of the Association together with a revised form of proxy for voting at the first annual meeting.

         Section 4. Committee on Ethics and Practices.
         As soon as practicable after each annual meeting the President shall appoint a Committee on Ethics and Practices to consist of seven agent members, with the President, ex officio, an eighth member of the Committee, entitled to vote.
         Not more than three members of the Committee, including the President, shall be members of the Board of Directors.
         The Committee on Ethics and Practices shall, without undue delay, formulate and forward to the Board of Directors for its consideration and approval Canon of Ethics for the Association.
         This Canon shall not be inconsistent with those promulgated by SAR and ILAA and  shall be based on the following statement of ethical principles:
    The Members of the Association are committed to the highest standard of conduct in the performance of their professional activities. While affirming the necessity and desirability of maintaining their full individuality and freedom of action, the members pledge themselves to loyal service to their clients' business and artistic needs, and will allow no conflicts of interest which would interfere with such service. They pledge their support to the Association itself and to the principles of honorable coexistence, directness, and honesty in their relationships with their co‑members. They undertake never to mislead, deceive, dupe, defraud, or victimize their clients, other members of the Association, the general public, or any person with whom they do business as a member of the Association.
         Such Canon shall remain in effect until repealed, amended or replaced.
         In addition, the Committee shall promote the observance of the Canon, and shall forward to the Board of Directors for the Board's approval such revisions to the Canon and such measures to enforce them as the Committee may recommend.
         Until such time as the Board of Directors approves Canon of Ethics for the Association, members shall adhere to the Canon of Ethics promulgated by ILAA and SAR, as applicable.
         On June 10, 1993, at the Annual Meeting of the AAR membership, Article VIII, Section 4 was amended as follows:
         A. Immediately following the Board of Directors' approval of the initial Canon of Ethics, the Committee on Ethics and Practices shall mail a copy of the Canon of Ethics to each agent member of the Association.
         Within 30 days of such mailing, each agent member of the Association shall subscribe to such Canon by returning a signed copy to the Secretary of the Association.
         Annually thereafter, with the notice to agent members that dues for the current year are payable to the Association, the Board shall enclose a copy of the Canon of Ethics or any subsequent revision thereof, advising agent members that payment of dues shall be deemed to constitute a re-subscription to such Canon or revision; subsequent payment of dues by an agent member shall constitute such re-subscription.
         B. The Committee on Ethics and Practices shall consider complaints against any agent member relating to a claimed violation of the Canon of Ethics, these By-Laws or other standards of the Association.
    When a complaint is made, the Committee shall keep such complaint confidential, shall make its own investigation, and shall then either
    (i) Determine that no further action is warranted and terminate the investigation, or
    (ii) Call a meeting of the Board of Directors at which the member charged shall have the right to appear personally, and of which the member charged and all members of the Board of Directors shall have not less than 15 days' written notice by certified mail, which notice shall include a detailed statement of charges against the member.
         The Committee may further determine either to make no recommendation to the Board of Directors, or to recommend reprimand, censure, suspension, or expulsion of the member.
         A vote of two‑thirds of the entire membership of the Board of Directors shall be required to reprimand, censure, suspend or expel a member.
         C. Upon the written request of the aggrieved applicant and 15% of the agent members, made at any time within 30 days after a member shall have been censured, suspended, or expelled, the President or Secretary shall call a meeting of the Association, upon not less than ten and not more than 15 days written notice, for the purpose of permitting an appeal from the action of the Board of Directors.
         At such meeting two‑thirds of the total membership voting in person or by proxy shall be required to constitute a quorum, and the overruling of the action of the Board of Directors shall require a vote of two‑thirds of the votes cast, by secret ballot.
         Upon such vote to overrule, the censure, suspension, or expulsion shall be annulled, provided, however, that it shall remain in force pending the outcome of such vote, and further provided that it shall remain permanently in force in the event that a quorum as described herein is not present at such meeting.

         Section 5. Quorum.
         A majority of any committee of the Association shall constitute a quorum for the transaction of business, unless such committee shall by a majority vote of its membership decide otherwise.

      Article IX : Amendments

         Pursuant to a resolution proposed by the Board of Directors, or by 15% of the agent members in accordance with Article V, Section 2, these By-Laws or the Certificate of Incorporation of the Association may be amended, repealed, or altered in whole or in part at any special or annual meeting, by the vote in person or by proxy of two‑thirds of the entire agent membership, provided that the resolution for the proposed change shall be mailed to the last recorded address of each agent member at least 30 days before the time of the meeting which is to consider the change.