International Institute of Minerals Appraisers

5757 Central Avenue, Suite D, Boulder, Colorado, USA 80301

Bylaws

1.1 Organization

1.1.1 Name. The name of this organization shall be the International Institute of Minerals Appraisers. The former name, American Institute of Minerals Appraisers shall continue as a Trade Name of the International Institute of Minerals Appraisers and serve as the name of the Country Chapter of the United States of America.

1.1.2 Status. The Institute is a not-for-profit membership corporation organized under the laws of the State of Colorado, United States of America.

1.1.3 Country Chapters. The Institute shall be divided into Country Chapters, each of which shall consist of not less than three Members. Chapters shall be chartered only upon application to and approval by the international Executive Committee (hereinafter Executive Committee). By majority vote, the Executive Committee may revoke the charter of a Country Chapter.

1.2 Purposes

The purposes of the Institute shall include:
1. to advance the profession of appraisal of minerals;
2. to establish qualifications for minerals appraisers;
3. to certify the qualifications of individual Member appraisers to the public; and
4. to promote high standards of ethical conduct among its Members, and within the profession of appraisal of minerals.

1.3 Powers

The Institute shall establish standards of education, experience, and professional conduct to protect the public from unprofessional practices, shall monitor governmental and other activities affecting the appraisal of minerals, and shall communicate with the public.

2.1 Composition

The membership of the Institute shall consist of minerals appraisers who meet the Institute’s standards of education, experience, and integrity, as each is defined in the Bylaws, and who subscribe to the Code of Ethics.


2.2 Classes of Membership

The membership of the Institute shall consist of three classes, one to be known as "Member," each of which shall hold the title of "Certified Minerals Appraiser" also known as "CMA," a second class to be known as "Associate Member" and a third class to be known as "Affiliate Member." A "Member Emeritus" designation is available for retired Members for whom continuing education compliance is waived, who hold no voting rights, and who must not use the "Certified Minerals Appraiser" designation.

2.3 Qualifications for Membership

The qualifications for membership in the Institute as Member and Associate Member (but not required for Affiliate Member) shall include education, experience, and a record of personal integrity, as set forth in the following paragraphs. The interpretation and application of such requirements shall be within the sole discretion of the Executive Committee, which may in its judgment adopt and publish higher or additional requirements.



2.3.1 Education. Educational requirements for membership shall include:



1. a baccalaureate or higher degree in geology, mining or petroleum engineering;

2. a minimum of one continuing education course in appraisal of minerals as recognized by the Executive Committee; or

3. in lieu of the foregoing, evidence satisfactory to the Executive Committee, or a Committee of Examiners duly appointed by it, of sound knowledge and proficiency in a field of appraisal of minerals.



2.3.2 Experience. Experience requirements for membership as CMA shall include a minimum of five years of appraisal of minerals experience after having satisfied the education requirements of paragraph 2.3.1. There is no experience requirement for membership as Associate Member.



2.3.3 Personal Integrity. Applicants for membership as CMA shall affirm their adherence to applicable professional and ethical standards and shall provide acceptable references from at least three minerals appraisers who have personal knowledge of the applicant's qualifications, integrity, and conduct, at least one of whom is a Member of the Institute. For applicants for Associate Member status, the number of references is reduced to one who is a Certified Minerals Appraiser of the Institute.

2.4 Admission

2.4.1 Applications. Applications for membership or affiliation shall be submitted in writing and in the form prescribed by the Institute, accompanied by a non-refundable application fee, and, if required by the Executive Committee, the first year's Institute and Country Chapter membership dues. The application fee is waived when an Associate Member submits an application for certification as a Certified Minerals Appraiser.



2.4.2 Review of Applications. Applications shall be reviewed in accordance with procedures adopted by the Executive Committee. Such procedures shall be published annually and a copy shall be furnished to each applicant.



2.4.3 Acceptance. An applicant who has been found qualified for membership shall be notified promptly of admission and enrolled as a member upon payment of applicable dues.



2.4.4 Rejection. An applicant may be rejected for failure to meet the qualifications prescribed for membership or affiliation, or for any reason that would be sufficient for termination of a Member, an Associate Member or an Affiliate Member. Any applicant who has been rejected shall be given prompt notice thereof, which shall include a statement of the reason for rejection. Any dues paid with the application shall be refunded to the applicant promptly, but may be retained temporarily, pending the disposition of an appeal of rejection.



2.4.5 Appeal of Rejection. Upon written request of an applicant who has been notified of rejection, the Executive Committee shall review the application and any additional information provided by the applicant or others which has a bearing on the applicant's qualifications for membership or affiliation. Where reasonable grounds exist in the opinion of the Executive Committee, an applicant shall be afforded a hearing at its next regularly scheduled meeting upon written request. The decision of the Executive Committee, based on such review or hearing, shall be final.

2.5 Rights and Responsibilities of Members

2.5.1 Membership Rights and Privileges. All Members in good standing with the exception of Members Emeritus shall have the following rights and privileges:



1. if a Certified Minerals Appraiser to use the title "Certified Minerals Appraiser" and the acronym "CMA" either one followed by the year-number which was granted to the Member upon his/her acceptance. If an Associate Member to use the title "Associate Member of the International Institute of Minerals Appraisers; "

2. if a Certified Minerals Appraiser to vote at meetings of the Institute and of any Country Chapter to which they are assigned. In contrast, an Associate Member and an Affiliate Member have no voting right;

3. if a Certified Minerals Appraiser to hold office in the Institute and its Country Chapters;

4. if a Certified Minerals Appraiser or an Associate Member to announce their affiliation with the Institute as described in item 1 above, on professional cards, professional reports, and in testimony in court and similar venues. In contrast, an Affiliate Member has no such right or privilege;

5. if a Certified Minerals Appraiser to use the official seal of certification of the Institute, in a manner authorized by the Executive Committee;

6. if a member of any class to receive the official publications of the Institute and to have access to the exclusive "Member Login" part of the Institute's web site; and

7. if a Certified Minerals Appraiser or an Associate Member to be listed in the Membership Directory of the Institute. In contrast, an Affiliate Member has no such right or privilege.


2.5.2 Membership Responsibilities and Obligations. Members, Associate Members and Affiliate Members shall have the following responsibilities and obligations.


1. to pay annual dues as provided in these Bylaws;

2. to comply with the Code of Ethics in the professional practice of appraisal of minerals and encourage others to maintain similarly high standards;

3. to comply with other specific requirements set forth in, or adopted and published pursuant to the authority established in, these Bylaws; and

4. for Certified Members, only, to comply with the continuing education requirements to be established by vote of the Certified Membership from time to time.


2.5.3 Continuing Education Requirement. By vote dated 31 May 2011 the Certified Membership established that the continuing education requirement shall be 10 hours per year over a 3-year average, commencing in calendar year 2011 with allowance for inclusion in the 2011-2013 period of any claimed 2010 CE Credits.

2.6 Resignation, Suspension, and Termination

2.6.1 Resignation. Any Member may resign by submitting a written resignation to the Institute.



The resignation shall be "without prejudice" if all dues and obligations to the Institute are paid. The resignation shall be accepted and the resigning Member shall be advised that the privileges of the Institute have been terminated. "Without prejudice" is defined as a condition under which the former Member has no outstanding obligations to the Institute in any form or manner, and is therefore eligible for readmission upon written request within three years.



2.6.2 Suspension. A Member, an Associate Member or an Affiliate Member will be suspended for failure to pay dues or other amounts owing to the Institute by or within a period of time specified by the Executive Committee after the due date thereof, and shall be notified of the suspension. Upon such notice, all privileges of membership shall be suspended until such obligations have been satisfied. If such obligations have not been satisfied within a period of time fixed by the Executive Committee, membership may be terminated by the Executive Committee "with prejudice." Such termination may be reclassified as being "without prejudice" if the individual meets any outstanding obligations (but does not wish to maintain current membership) within a reasonable period of time.



2.6.3 Termination. Membership may be terminated by action of the Executive Committee or of an officer or committee to which such authority has been delegated by the Executive Committee, with or without prejudice, for any one or more of the following reasons.



1. failure to pay dues or other obligations;

2. a significant misrepresentation of the Member's, Associate Member's or Affiliate Member's qualifications, or a change in those qualifications resulting in the failure to continue to qualify for membership;

3. misuse of the Institute's name or seal of certification;

4. violation of the Code of Ethics, as determined under procedures adopted by the Executive Committee;

5. conviction of a felony or of any other offense related to the minerals appraisal practice or having a bearing on the Member's professional integrity and competence;

6. imposition of discipline by any professional licensing or registration board involving the suspension or revocation of the right to practice minerals appraisals;

7. Other grounds specifically stated in these Bylaws.



2.6.4 Notice of Prospective Termination. Except for terminations for default of dues or other obligations, or terminations implemented pursuant to the disciplinary procedures adopted by the Executive Committee, Members, Associate Members and Affiliate Members shall be given not less than thirty days written notice of prospective termination, which shall include a statement of the reasons therefor.



2.6.5 Appeal of Termination. Upon written request of a Member, an Associate Member or an Affiliate Member who has been notified of prospective termination (other than termination for default of dues or other obligations or terminations implemented pursuant to the disciplinary procedures adopted by the Executive Committee) made within the notice period, the Executive Committee shall review the case and any additional information provided by the Member, the Associate Member, the Affiliate Member or others which has a bearing on the status of the Member, Associate Member or Affiliate Member. In the absence of such a request, membership shall be terminated; otherwise, the Executive Committee shall promptly respond to the Member, the Associate Member or the Affiliate Member with its findings, confirming, modifying, or rescinding the notice of termination. Following such action and upon timely written request, a Member, an Associate Member or an Affiliate Member shall be afforded a hearing at the next regularly scheduled meeting of the Executive Committee. The decision of the Executive Committee, based on such review or hearing, shall be final.



2.6.6 Reinstatement of Suspended Members, Associate Members or Affiliate Members



2.6.6.1 Reinstatement Within Same Calendar Year. Any person who has ceased to be a Member, an Associate Member or an Affiliate Member by suspension shall be eligible for reinstatement in the same calendar year upon written request and payment of all outstanding dues and obligations to the Institute. The Executive Committee may condition such reinstatement upon the payment of a reasonable reinstatement fee.



2.6.6.2 Reinstatement of Succeeding Two Calendar Years. Any person who has ceased to be a Member, an Associate Member or an Affiliate Member by suspension shall be eligible for reinstatement during the two calendar years immediately succeeding the calendar year of such suspension upon written request and payment of current year Institute and Country Chapter dues. The Executive Committee may condition such reinstatement on the payment of a reasonable reinstatement fee.



2.6.7 Reinstatement of Resigned or Terminated Members, Associate Members or Affiliate Members. Any person who has ceased to be a member by resignation or termination "without prejudice" shall be eligible for reinstatement within three years upon written request by updating his or her professional experience and other membership records and paying current year Institute and Country Chapter dues. The Executive Committee may condition such reinstatement on the payment of a reasonable reinstatement fee. Former Members, Associate Members or Affiliate Members who have resigned or have been terminated for more than three calendar years, and any Member, Associate Member or Affiliate Member who has been terminated "with prejudice," may be readmitted only by reapplication.

3.1 Annual Meeting

3.1.1 Notice to Members. The annual meeting of the Institute shall be held at a time and place determined by the Executive Committee and shall be announced to all Members at least one hundred twenty days prior to the date of such meeting by notices mailed or announcements published in the official publications of the Institute.



3.1.2 Business. The business at the annual meeting shall include announcement of the election of officers, delivery of reports, discussion of proposed amendments to these Bylaws and the Code of Ethics, and any other business which may properly come before the meeting.

3.2 Special Meetings.

Special meetings of the membership may be called at any time by the President or by the Executive Committee, provided that not less than ten nor more than fifty days notice, setting forth the purpose of such meeting, is given. The business conducted at a special meeting shall be limited to the matters or purposes stated in the notice.

3.3 Quorum at Institute Meetings

A quorum at Institute membership meetings shall consist of the lesser of 15% of total Members or five Members. Two officers must be present.

3.4 Parliamentary Authority

Membership meetings shall be conducted in accordance with "Robert's Rules of Order Newly Revised," to the extent that such rules are practicable and are not superseded by these Bylaws or by other rules or procedures adopted by the Executive Committee.

4.1 Management of the Institute

The affairs of the Institute shall be managed and operated by or under the direction of the Executive Committee. For the purposes of applicable laws, the Executive Committee shall be considered the board of directors, and its Members as directors. The Executive Committee shall be assisted by standing and ad hoc committees, and Country Chapter officers and committee chairmen.

4.2 The Executive Committee

4.2.1 Composition. The Executive Committee shall consist of five Members, namely the five officers designated in these Bylaws (President, Vice President, Secretary, Treasurer and Past President). Each member of the Executive Committee shall have an equal vote.



4.2.2 Meetings. The Executive Committee shall meet at least two times each calendar year, one of which shall be held in conjunction with the annual meeting of the membership. A quorum of the Executive Committee shall consist of three Members.



4.2.3 Responsibilities. The duties of the Executive Committee shall be to conduct all the corporate business of the Institute, to formulate and adopt Institute policies, which shall be published annually, to coordinate the activities of the Country Chapters, and to promote the interests of the Institute. The Executive Committee shall be convened by the incoming President during or after the Annual Meeting to establish its procedures for the forthcoming year.

4.3 Liability, Indemnification, and Insurance

4.3.1 Liability. Directors and officers of the corporation shall conduct themselves in accordance with the standards set forth in applicable law, and to the extent permitted by law, shall not be personally liable for claims for damages on account of their acts or omissions as directors or officers.



4.3.2 Indemnification. To the greatest extent permitted by law, the Institute shall defend, indemnify, and hold harmless its present and former directors, officers, employees, agents, and others serving in an official capacity on behalf of the Institute, from and against any liability or claims for damages asserted against them by virtue of their positions in the Institute.



4.3.3 Insurance. The Executive Committee is authorized to procure insurance to protect the Institute and any of its present or former directors, officers, employees, agents, or others serving in an official capacity on behalf of the Institute against liability for claims or damages arising out of their errors, omissions, or intentional acts, whether or not the Institute would have the power to indemnify such person.

5.1 Officers and Terms of Office

5.1.1 Officers. The officers of the Institute shall be the President, Vice President, Past President, Secretary and Treasurer. Each officer, except Past President, shall be elected at large by a vote of the Members as provided in these Bylaws.



5.1.2 Duration of Terms. The officers shall serve for a term of two years. Officers shall assume office on the first day of January of the year immediately following their election and shall continue in office until their respective successors have been elected and qualified.



5.1.3 Limitations. Excluding partial terms filled by reason of a vacancy in office, no Member shall hold the office of President, Vice President, Secretary or Treasurer for more than two consecutive terms.

5.2 Nomination and Election of Officers

5.2.1 Nominating Committee. The President shall appoint the Members of the Nominating Committee, which shall be chaired by the immediate past President.



5.2.2 Report of Nominating Committee. The Nominating Committee, not less than sixty days before the annual meeting, shall submit to the Executive Committee names of at least one candidate, who is qualified and willing to serve, for each office.



5.2.3 Additional Nominations. Additional nominations may be submitted to the Secretary by any Member of the Executive Committee, or by any Member if supported by petitions signed by not less than ten Members in good standing and received not less than sixty days before the annual meeting.



5.2.4 Executive Committee Action. From the nominations received by it, and from its own knowledge of the Member, the Executive Committee shall designate at least one candidate for each office to be filled in the ensuing year plus space on the ballot for a write-in candidate, or shall designate a maximum of two candidates for each office.



5.2.5 Election of Officers. Election of officers shall be by a mail ballot. The ballot shall be mailed to all Members not less than thirty days before the annual meeting. Election shall be by the majority of all qualified ballots cast. In order to be counted, ballots must be received at Institute Headquarters at least five days before the Annual Meeting.

5.3 Duties and Powers of Officers

5.3.1 President. The President shall preside at all meetings of the Institute and of the Executive Committee, and shall perform the duties customary to the office. The President shall be the official spokesperson for and of the Institute, and may authorize others to speak on behalf of the Institute. The President shall appoint all committees and boards of any type and their chairmen.



5.3.2 Vice President. In the event of the absence, resignation, death, or disability of the President, the Vice President shall have and assume the powers and duties of the President and such other duties as are required by the Executive Committee. The Vice President shall be responsible for the preparation of the budget for the ensuing fiscal year.



5.3.3 Secretary. The Secretary shall act as the corporate secretary of the Institute and of the Executive Committee and shall keep the records of their proceedings. The Secretary shall supervise the membership screening and acceptance or rejection process.



5.3.4 Treasurer. The Treasurer shall supervise the collection and disbursement of all funds of the Institute, which shall be deposited in the name of the Institute. The Treasurer shall keep complete and accurate records of all receipts and disbursements and other financial transactions, and of the funds, securities, and other financial investments of the Institute. The Treasurer shall prepare and submit all reports required by law, an annual financial report reviewed by a Certified Public Accountant and audited in years when a new Treasurer is elected, and such interim financial reports as may be required. Originals or copies of all financial documents shall be maintained at the Institutes Headquarters office.



5.3.5 Past President. The outgoing President shall automatically fill the office of Past President. The Past President shall assist and mentor the President, and provide advice when requested to the other officers. If the outgoing President is unwilling or unable to fill the office of Past President, the person holding the office will be requested to continue in office for the new term.

5.4 Vacancies in Office

In the event of the resignation, death, or inability of any elected officer other than the President to complete a term of office, the Executive Committee shall appoint a Member to complete the unexpired term of the officer. A vacancy in the office of President shall be filled by the Vice President.

6.1 Standing Committees

6.1.1 Function. Standing Committees provide a continuing study of problems, perform work required by the Executive Committee, and inform and advise the Executive Committee of developments in their subject areas.



6.1.2 Reports. A Member of the Executive Committee shall serve as executive liaison with each standing committee. The Chairman of each standing committee shall report to the Executive Committee at the Annual Meeting or at any time designated by the Executive Committee.



6.1.3 Establishment. The Executive Committee may establish and discharge standing committees as needed. The standing committees of the Institute may include, without limitation, committees on Honors and Awards, Ethics, Membership, Professional Employment Standards, Annual Meetings, Bylaws, Educational Affairs, Continuing Education, Governmental Affairs, Member Services, and Nominating.

6.2 Ad Hoc Committees

The President shall appoint such ad hoc committees as may be needed, each with a sufficient number of Members to study the assignment as directed by the Executive Committee and with instructions to make a report or reports at specific intervals or within a specific time. A Member of the Executive Committee shall serve as executive liaison with each ad hoc committee.

6.3 Limitation of Authority

No Member shall have the authority to speak or act for the Institute, except by express delegation of authority from the Executive Committee or the President.

7.1 Organization

Each Country Chapter shall be organized to include Members, Associate Members and Affiliate Members from one country only, except that, where there are fewer than the three Members, Associate Members and Affiliate Members in one country, those Members, Associate Members and Affiliate Members may (but are not required to) join with Members, Associate Members and Affiliate Members in a contiguous country to form a Country Chapter. The Country Chapter will be named for the country, countries, or regions from which its membership comes. If a Country Chapter has fewer than three Members, Associate Members and Affiliate Members, or fails to elect officers as provided in its Bylaws, for two consecutive years, its charter may be revoked by a majority vote of the Executive Committee of the Institute.

7.2 Authority of Country Chapters

7.2.1 Operations. A Country Chapter may conduct its own affairs so long as they are not in conflict with the Bylaws and policies of the Institute. The Bylaws of Country Chapters shall not conflict with those of the Institute, except as necessitated by jurisdictional exceptions such as in local appraisal standards. Any changes in Bylaws of Country Chapters shall take effect only upon approval of the Executive Committee of the Institute. No Country Chapter shall have the power to bind or make statements on behalf of the Institute by its action without specific written authority from the Executive Committee or the President. If a Country Chapter fails to elect, or fill vacancies among, its officers, the President of the Institute may appoint such officers to serve until their successors are elected or appointed.



7.2.2 Country Chapter and Local Meetings. Country Chapter and local meetings may be organized to suit local needs, provided such meetings do not conflict with meetings of the Institute.



7.2.3 Fiscal Matters. In order to permit the Institute to comply with applicable legal requirements, Country Chapters shall report all receipts, expenditures, and fund balances to the Executive Committee or the Treasurer in the manner and form required. No Country Chapter shall engage in any activity or expend any funds for purposes which could create a significant liability exposure for the Institute, or which could threaten the Institutes status as a tax-exempt organization. In the event of a failure to comply strictly with these requirements, the Executive Committee may immediately replace the officers of the Country Chapter, revoke its charter and invite a reorganization of the Country Chapter, or take other corrective action as may be appropriate.



7.2.4 Legal Matters. Country Chapters, as parts of the Institute, shall remain subject to the Institute's Bylaws, policies, and procedures, and to the directives of the Executive Committee. Specifically, Country Chapters are legally constituted geographical units of the International Institute of Minerals Appraisers, a Colorado non-profit organization, encompassing a specific geographical area, and are not legal entities to be registered as such in their respective countries.

7.3 Review of Membership Applications

Membership applications will be reviewed and evaluated according to procedures determined by the Executive Committee.

8.1 Fiscal Year

The fiscal year of the Institute shall be the calendar year.

8.2 Dues

8.2.1 Institute Dues. Annual membership dues are due and payable on the first day of January. The amount of the dues shall be determined by the Executive Committee. If a Member's, Associate Member's and Affiliate Member's annual dues are not received by February 15, the member shall be suspended and notified thereof in writing. The dues for Member Emeritus shall be one third of the amount of regular dues or as determined by the Executive Committee.



8.2.2 Country Chapter Dues. Annual Country Chapter dues shall be due and payable with the annual dues of the Institute. On or before October 1 of each year, each Country Chapter shall submit written notification of its proposed annual dues to Institute Headquarters, which shall, upon Executive Committee approval thereof, include the Country Chapter dues in the dues statements mailed to each Member, Associate Member and Affiliate Member of the Institute. A Member's, Associate Member's and Affiliate Member's address on file on the date of billing determines his or her membership in a particular Country Chapter. Country Chapter dues collected by the Institute will be remitted to the respective Country Chapters periodically, but not less than once per calendar year. All dues and other funds placed under the custody and control of a Country Chapter shall be kept in accounts in the name of the Institute and the Country Chapter.



8.2.3 Reinstatement Fees. Any Member, Associate Member or Affiliate Member seeking reinstatement upon payment of dues in arrears shall be liable for a reinstatement fee in an amount determined by the Executive Committee. For the purpose of determining any arrearage in dues, Country Chapter annual dues shall be considered as being annual dues of the Institute.

8.3 Membership Application Fees

A non-refundable fee shall accompany each membership application. The Executive Committee shall determine the amount of the fee.

8.4 Bonding

Ali persons who sign checks or otherwise handle general Institute funds or assets shall be bonded at the expense of the Institute in an amount determined by the Executive Committee. The Executive Committee may, in its discretion, require bonding of persons who have authority over special accounts of the Institute, including Country Chapter officers.

8.5 Financial Reviews

The books and accounts of the Institute shall be reviewed annually by a Certified Public Accountant engaged by the Executive Committee, who shall deliver a report thereon with appropriate professional recommendations. In addition, these books and accounts shall be audited in years in which a new Treasurer takes office.

9.1 Code of Ethics

9.1.1 Applicability. The professional conduct of Members, Associate Members or Affiliate Members of the Institute shall be governed by the Code of Ethics, to the extent that such Code does not conflict with applicable laws and regulations.



9.1.2 Adoption and Amendment. The Code of Ethics may be adopted and amended in the same manner as these Bylaws.



9.1.3 Investigation and Enforcement. The Institute shall have the authority to investigate alleged violations of the Code of Ethics by Members, Associate Members, Affiliate Members and applicants, and to enforce the provisions thereof through the rejection of applicants and by the imposition of appropriate discipline upon Members, Associate Members or Affiliate Members. Such discipline may include private admonition, public reprimand, suspension for a period not to exceed three years, or termination of membership of affiliation.

9.2 Disciplinary Procedures

9.2.1 Adoption and Publication. The Executive Committee shall adopt disciplinary procedures governing the investigation and disposition of complaints of violation of the Institute's Code of Ethics, and shall publish such procedures in an official publication of the Institute. Such procedures shall provide for notice of charges against a Members, Associate Members or Affiliate Members an opportunity to have such charges heard before discipline is imposed, and the opportunity to appeal the imposition of discipline to the Executive Committee.



9.2.2 Exclusive Authority. The Executive Committee shall have exclusive authority over matters of professional conduct and discipline. No Member, Associate Member, Affiliate Member, Committee, or Country Chapter of the Institute shall initiate or conduct any investigation or hearing concerning the professional conduct of an applicant, or Member, Associate Member or Affiliate Member, except as permitted by the disciplinary procedures adopted by the Executive Committee.



9.2.3 Applicants for Membership. No applicant for membership shall be rejected on the grounds of unprofessional conduct in the absence of a determination, made in accordance with the Institute's disciplinary procedures or specific procedures concerning applicants for membership, that reasonable grounds for such rejection exist.

10.1 Amendments by the Membership

These Bylaws may be amended by a mail vote of the Members. Proposed amendments may be submitted by the Executive Committee or in a written petition signed by at least five percent of the Members of the Institute. The Institute shall mail each Member a copy of the proposed amendment and an appropriate ballot. An amendment will be adopted if a majority of the ballots received within thirty days after the mailing are marked in favor of the amendment.

10.2 Amendments by the Executive Committee

The Executive Committee, by a two-thirds majority vote, may amend any provision of these Bylaws that does not substantially affect Section 5 of Article 2, the Rights and Responsibilities of Members.