BY-LAWS

of the

NATIONAL CONFERENCE OF BANKRUPTCY CLERKS

(as amended through May 30, 2006)

SECTION 1. OBJECTIVES

The National Conference of Bankruptcy Clerks is a professional association committed to the professional improvement of its members; and the continued improvement of the federal judiciary, and the bankruptcy system, of the United States of America.

SECTION 2: OFFICES

2.1 PRINCIPAL OFFICE

The conference shall maintain a principal office at the U.S. Bankruptcy Court of the incumbent Secretary. It shall be the duty of the newly elected Secretary to notify the appropriate office of the State of North Carolina as to the address.

2.2 OTHER OFFICES

Other designated offices shall be at the U.S. Bankruptcy Court where each Officer of the Conference serves, the address of the Business Manager or at such other places as the Officer or the Board of Governors may designate.

SECTION 3: MEMBERS

3.1 GENERAL MEMBERSHIP

General Membership in the conference shall be open to any individual employed in the Clerk's Office of a United States Bankruptcy Court, on an active, permanent appointment, working at least 20 hours per week, who has made application for membership and who is current in paying the requisite membership dues.

3.2 EMERITUS MEMBERSHIP

Members who retire or resign from office, without cause, may continue as members emeriti with voting privileges.

3.3 ADJUNCT MEMBERSHIP

Adjunct Membership shall be open to any individual employed in the federal judicial branch on a permanent appointment, including job sharing positions. Such persons shall be eligible for a nonvoting adjunct membership.

3.4 ASSOCIATE MEMBERSHIP

Any person not eligible for membership under Sections 3.1, 3.2, or 3.3 herein shall be eligible for a nonvoting associate membership.

3.5 HONORARY MEMBERSHIP

The President, with the consent of the Board, may confer honorary membership in the Conference upon any person. Honorary membership does not include voting privileges.

3.6 REMOVAL

Section 8.3 applies.

3.7 VOTING RIGHTS

Each general member and each emeritus member shall be entitled to one vote on each matter submitted to a vote of the membership.

3.8 TRANSACTING BUSINESS GENERALLY

The Conference membership may transact business at a membership meeting, by mail or by electronic means, such as email. All matters not specifically reserved in other sections of the By-laws for action by the Board of Governors shall be matters that the Conference membership may act upon. The election of the Conference's Board of Governors, and the adoption of Membership Resolutions shall be matters that only the membership as a group can act upon.

3.9 GENERAL MEMBERSHIP MEETING

A General Meeting of the full membership of the Conference shall be held at a place and time designated by a majority of the Board of Governors. Other membership meetings may be held upon a Board of Governors resolution to that effect. The Secretary, or a designee, shall give not less than 30-days notice to all members as to the time and place of membership meetings. In order for the membership to transact business at a membership meeting, a quorum composed of a majority of those members registered at a general membership meeting is required. Voting by proxy will not be allowed.

3.10 TRANSACTING BUSINESS BY MAIL

To be enacted by mail, a matter must receive the majority vote of voting members provided that a quorum of at least ten per centum (10%) of the eligible members actually votes. The Secretary, or a designee, shall give not less than 30-days notice to all members as to the voting deadline for business transacted by mail.

3.11 TRANSACTING BUSINESS BY EMAIL

To be enacted by Email, a matter must receive the majority vote of voting members provided that a quorum of at least ten per centum (10%) of the eligible members actually votes. The Secretary, or a designee, shall give not less than 10-days notice to all members at their designated email address as to the voting deadline for business transacted by email.

SECTION 4: LEADERSHIP

4.1 BOARD OF GOVERNORS

The Conference shall be led and managed by its Board of Governors, which shall be composed of four Officers as provided for in section 5 and six additional members as provided for in section 6.

4.2 VOTING RIGHTS

Each member of the Board of Governors, except the immediate past president of the Conference, shall be entitled to one vote on each matter submitted either to a vote of the Officers or to a vote of the Board.

4.3 TRANSACTING BUSINESS GENERALLY

The Board of Governors may transact business at a Board Meeting, by mail, by telephone or by any electronic means. The expenditure of Conference funds for expenses of any member of the Conference can be approved at the discretion of the Board or Officers upon unanimous agreement of the Officers or two-thirds of the Board of Governors. Reimbursement of member expenses arising from attendance at meetings, seminars or conferences may be approved at times and in such amounts at the discretion of the Board or Officers upon agreement as stated above. Payment of grants in aid to members or nonmembers may also be made at the discretion of the Board or Officers from time to time in such amounts and upon such requirements as the Board or Officers may determine. A Board of Governors Resolution shall be a matter that only the Board of Governors can act upon, and can be approved only by the agreement of the majority of the Board of Governors.

4.4 MEETINGS

The Board of Governors may hold a meeting whenever three-quarters of the Board request a meeting. The place and time of a Board meeting shall be as agreed to by a majority of those members of the Board calling for the meeting. At least one week notice of a meeting shall be given by the Secretary to the Board of Governors, and shall contain the purpose(s) for which the meeting has been scheduled. In order for the Board to transact business at a meeting, a quorum - composed of two-thirds of the Board members - is required to be present. Expenses of the participants in the meeting, or a portion thereof, shall be payable out of Conference funds only upon unanimous agreement of the Officers or two-thirds of the Board of Governors.

4.5 TRANSACTING BUSINESS BY MAIL OR ELECTRONIC MEANS

A matter acted upon by mail or electronic means, such as email, by the Board of Governors shall require the same vote as otherwise required elsewhere in section 4 herein.

4.6 TRANSACTING BUSINESS BY TELEPHONE

The procedures for the Board of Governors transacting business by telephone shall be the same as those provided for in section 4.5 herein, with the additional requirement that the minutes of all meetings must reflect how each Board member voted on each matter brought forth for a vote.

4.7 RESIGNATION

Any member of the Board of Governors may resign at any time by giving a written notice of such resignation to the President, or to the President-Elect if the President is tendering a resignation.

4.8 REMOVAL

Upon the agreement of two-thirds of the Board of Governors, or upon a vote of a majority of the full membership of the Conference, any member of the Board of Governors may be removed for conduct detrimental to the interests of the conference, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any member who is removed by a Board of Governor vote may, within 5 business days of notification of such vote, submit a written request to the President that the entire Conference membership ratify the removal by a majority vote of the Conference membership which votes on such ratification. Any member of the Board of Governors proposed to be removed shall be entitled to at least five days written notice by mail of the meeting at which such removal is to be voted upon, and shall be entitled to be heard or present written documentation in opposition to such removal.

SECTION 5: OFFICERS

5.1 DESIGNATION OF TITLE

The Officers of the Conference shall be a President, President-Elect, Secretary, and Treasurer. The Officers shall be elected by the full membership of the Conference in a manner prescribed in sections 3 and 7 herein. No member may simultaneously hold more than one office in the Conference.

5.2 SALARIES AND COMPENSATION

The Officers shall not be entitled to a salary for their service as Officers of the Conference. The Officers may receive reimbursement for their expenses, or a portion thereof, incurred in connection with their attendance at meetings or their transacting business of the Conference, as provided for in sections 4.3 and 4.4 herein.

5.3 VACANCIES

A vacancy in the Office of the President shall be filled automatically for the duration of the former President's term of office by the President-Elect; the ascending President-Elect shall be eligible to continue in office as President for the unexpired portion of the term and for the succeeding two-year term. A vacancy in the Office of the President-Elect, Secretary or Treasurer shall be filled for the duration of the former incumbent's term of office by a majority vote of the Board of Governors.

5.4 TERMS OF OFFICE

The term of office for the officers (President, President-Elect, Secretary, and Treasurer) shall begin at the close of the annual General Membership Meeting in the year in which their elections are held, and shall conclude at the close of the annual General Membership Meeting in the second year following the year in which their elections were held.

5.5 DUTIES OF THE PRESIDENT

The President shall be the chief executive officer and preside at meetings of the membership, all Board Meetings and Officers Meetings. The President shall sign all instruments requiring execution on behalf of the corporation, and shall sign all Resolutions approved by the Conference. The President shall perform all duties imposed by the Articles of Incorporation and By-Laws. The President is empowered to speak on behalf of the Conference, and the President's action shall be binding upon the Conference until such time as the membership or the Board of Governors approves a Resolution disavowing a President's action. The President is empowered to act for the Board when time is of the essence and the Board cannot timely meet, subject to any ratifying vote deemed appropriate by the Board at a later time.

5.6 DUTIES OF THE PRESIDENT-ELECT

The President-Elect shall perform those tasks specifically assigned to him/her by the President, one of which shall be to supervise the work of the Committees described in section 11 herein. In addition, the President-Elect shall perform the duties of the President during the absence or disability of the President.

5.7 DUTIES OF THE SECRETARY

The Secretary shall maintain minutes of all meetings and will provide a copy of the minutes to the Board for approval on a monthly basis. The Secretary shall be primarily responsible for seeing that an annual election is conducted as provided in section 8 herein. The Secretary shall maintain a copy of all official correspondence issuing from the Conference. The Secretary preserves the records of all meetings of the Association with the records of the past two years going to the successor. All other records go to the Historian.

5.8 DUTIES OF THE TREASURER

The Treasurer shall maintain complete and accurate records of the Conference's financial affairs, and shall furnish a report of the financial condition of the Conference to the President within two weeks following the close of every calendar quarter. The Treasurer shall prepare (or ensure accurate preparation of) and file such tax returns as may be required of the corporation by law. The Treasurer shall prepare and distribute to the full Conference membership semi-annually a summary report of the financial transactions of the Conference.

5.9 PARLIAMENTARIAN AND RULES OF ORDER

Upon taking Office, the President may appoint a Parliamentarian from the general membership of the Conference, exclusive of members of the Board of Governors. The term of office of the Parliamentarian shall be the same as that of the President who made the appointment. Robert's Rules of Order shall be the Conference's Official Guide to Parliamentary Procedure. These rules of order shall be effective at both the meetings of the membership and the meetings of the Board of Governors shall be the Conference's Official Guide to Parliamentary Procedure. These rules of order shall be effective at both the meetings of the membership and the meetings of the Board of Governors.

5.10 QUALIFICATIONS

The only qualifications for an individual to serve as an Officer of the Conference are that such individual shall be a member of the Conference with voting privileges and remain current with his/her dues assessment during the period of holding office.

SECTION 6: BOARD OF GOVERNORS

6.1 COMPOSITION OF BOARD OF GOVERNORS

The Board of Governors shall be composed of ten Conference members, four of whom shall be the four officers of the Conference; one of whom shall be the immediate past president of the Conference, who shall be an ex officio non-voting member; the remaining five members of the Board of Governors shall be elected at-large from among Conference membership. At least one of the at-large members shall be a deputy clerk. Members on the Board of Governors shall be permitted to serve without regard to circuit representation.

6.2 SALARIES AND COMPENSATION

The members of the Board of Governors shall not be entitled to a salary for their service as the members of the Board of Governors of the Conference. The Governors may receive reimbursement for their expenses, or a portion thereof, incurred in connection with their attendance at meetings or their transacting business of the Conference, as provided for in sections 4.3 and 4.4.

6.3 VACANCIES

A vacancy in the Board of Governors shall be filled for the duration of the former Governor's term of office by an individual appointed by the President with approval of a majority of the Board of Governors.

6.4 TERMS OF OFFICE

The terms of office for members of the Board of Governors who are not Officers shall begin at the close of the annual General Membership Meeting in the year in which their elections are held, and shall conclude at the close of the annual General Membership Meeting in the second year following the year in which their elections were held.

6.5 DUTIES OF THE BOARD OF GOVERNORS

Each Governor shall be primarily responsible for undertaking at least one project, assigned or designated by the President or agreed upon by a majority of the Governors. The Board of Governors, individually and as a body, shall assist the President in formulating policy for the Conference.

6.6 QUALIFICATIONS

The only qualifications for an individual to serve as a Governor in the Conference are that such individual shall be a member of the Conference with voting privileges and remain current with his/her dues assessment during the period of holding office.

SECTION 7. STAFF TO THE BOARD

7.1 COMPOSITION OF STAFF TO THE BOARD

The Staff to the Board shall be composed of two Conference members. The positions held will be the Historian and Business Manager.

7.2 SALARIES AND COMPENSATION

The Staff to the Board shall not be entitled to a salary for their service. The Staff may receive reimbursement for their expenses, or a portion thereof, incurred in connection with their attendance at meetings or their transacting business of the Conference, as provided for in sections 4.3 and 4.4.

7.3 TERMS OF OFFICE

The terms of office for the Staff will not be limited. These positions will be appointed by the President after consultation with the Board and the incumbents will serve at the pleasure of the President. The Staff will not have any voting rights but will attend all meetings.

7.4 DUTIES OF THE HISTORIAN

The Historian shall maintain a historical record of the NCBC. The Historian shall document the activities of the NCBC by taking and retaining photos, including video, of NCBC events, specifically the Annual Education Conference, and generally collecting items of interest, such as copies of IMPACT, flyers, programs, letter of acknowledgement, newspaper articles, etc. The Historian shall be responsible for the manner in which information will be collected and maintained. The Historian shall assemble a historical record of the Bankruptcy System and serve as the NCBC’s liasion with the University of Pennsylvania. The Historian shall coordinate efforts with the IMPACT editor to provide materials for publishing and respond to official requests for historical records and information.

7.5 DUTIES OF THE BUSINESS MANAGER

The Business Manager shall collect membership dues, maintain the NCBC membership database and prepare and distribute certificates of membership. The Business Manager shall maintain such checking and savings accounts as he/she deems necessary and appropriate for the benefit of the Conference. The Business Manager will also cooperate with the Treasurer during regular audits of these accounts. The Business Manager shall process all invoices and perform reconciliation of accounts receivable and payable under the supervision and oversight of the Treasurer. The Business Manager shall also act as the conference registrar for the annual NCBC Education Conference by handling registration fees and all other associated transactions. All records of the association are held at the Business Manager’s location.

7.6 QUALIFICATIONS

The only qualifications for an individual to serve as Staff to the Board Governor in the Conference are that such individual shall be a member of the Conference with voting privileges and remain current with his/her dues assessment during the period of holding office.

SECTION 8: ELECTIONS

8.1 CONDUCTING OF ELECTIONS

An election of those Officers and Governors with expiring terms shall be conducted by mail, and shall be concluded not later than sixty (60) days prior to the General Membership Meeting. Each position shall be elected by a majority vote of those entitled to vote and voting. In the event there are more than two candidates for a specific position and no candidate receives a majority of the votes cast, a totally new run-off election for such position shall be held. The two candidates for each such position receiving the greatest number of individual votes shall be on the ballot in the run-off election.

8.2 CANDIDATE RECRUITMENT COMMITTEE

The President (or his/her designee) shall appoint a Candidate Recruitment Committee at least three months prior to an election for the purpose of securing willing candidates for positions for which the election is to be held. The Candidate Recruitment committee shall be composed of not less than three Conference members, none of whom are members of the Board of Governors. The Candidate Recruitment Committee shall prepare and submit to the President not less than two months prior to the election a list of one or more names of candidates for each position to be elected.

8.3 DECLARATION OF CANDIDACY

Not less than four months prior to the election, the Secretary shall notify members that they have 30 days in which they may declare candidacy for any office. Such notification may be included in the Conference newsletter to general membership or by any means appropriate. Any Conference member who is current with his/her dues, including incumbents, may declare candidacy. No member may declare candidacy for more than one office, except that a member may concurrently be a candidate for the Board of Governors and one of the offices listed in section 5.1.

Not less than three months prior to the election, any officer desiring to be nominated for a position other than their present one shall so advise the President, who shall promptly convey that expression of interest to the Candidate Recruitment Committee (cf. Section 8.2).

8.4 STATEMENTS OF CANDIDATES

Not less than one month prior to the election, all candidates shall submit to the Secretary a brief statement describing their interest in serving in the position sought. Approximately one month prior to the election, the Secretary shall circulate the statements to the general membership.

8.5 ELECTION BALLOTS

The Secretary shall prepare election ballots containing the names of declared candidates and shall mail the ballots to all members of the Conference eligible to vote.

8.6 CONSECUTIVE TERMS

There shall be no opportunity of succession to consecutive terms for Officers. A general member of the Board of Governors may run for one additional term at the conclusion of his/her initial two-year term. In all other circumstances, there shall be at least one intervening year between terms of an individual holding the same office.

SECTION 9: DUES

9.1 ANNUAL DUES

The annual dues for the membership commencing January 1 and ending December 31 of each year shall be determined by the Board of Governors for each category of membership established by the board. The categories and amount of dues shall be periodically published in the conference newsletter, The Impact, and on the application for membership forms. The Treasurer will mail a statement of membership renewal and dues payment by January 15 of each year to all members. All membership dues are payable by March 1 of the same calendar year. New membership between January 1 and September 30 shall pay full dues for that calendar year and receive membership status immediately. New membership between October 1 and December 31 shall receive membership status immediately, however, their dues will be applied to the following calendar year.

9.2 PAYMENT OF DUES

Dues for a member of the Conference shall become due at the time the Treasurer mails the statements of membership renewal as per section 9.1. Dues shall be payable on or before March 1 of the same year in order to renew and effect membership. Dues for any applicant for membership are due in full at the time of application and payment of such dues will provide membership until December 31 of that calendar year. Dues paid by a previously active member after March 1 will reinstate membership for the remainder of the calendar year.

9.3 DEFAULT AND TERMINATION OF MEMBERSHIP

Should renewal dues not be paid by March 1 of the year in which they become due, the membership shall be automatically terminated.

9.4 REFUNDS AND INCREASED RATES

Partial refunds will not be made nor increased rates charged due to change in membership status within a given year.

9.5 EXCEPTION TO MEMBERSHIP DUES

Upon request of the court hosting the current year’s General Membership Conference, the Board of Governors may extend an exception of membership fees to those employees of the host court serving as volunteers at the conference.

SECTION 10: MISCELLANEOUS

10.1 AMENDING THE BY-LAWS OR ARTICLES OF INCORPORATION

The Conference membership by a majority vote, may make, amend, and repeal the By-Laws of the corporation or amend the Articles of Incorporation, and all By-Laws and amendments to the Articles of Incorporation made by the Governors may be altered or repealed in the same manner. Subject to the aforesaid, the Board of Governors shall have the power to make, amend and repeal the Articles of Incorporation or By-Laws of the Corporation by vote of a majority of the Board, at a meeting of the Board. The Board of Governors may not, however, alter, amend, or repeal any By-Law establishing the number of the Board of Governors or what establishes a quorum of the Board.

10.2 WAIVER OF THE BY-LAWS

Any or all of the By-Laws of this Conference may be waived at any meeting of the general membership or at any meeting of the Board of Governors whenever two-thirds of the members present and voting so vote; and provided further that a quorum be present at said meeting.

10.3 APPROVAL OF EXPENSE REIMBURSEMENT

For the expenses involved in administering this Conference, except for expense reimbursements and grants in aid as otherwise provided for in sections 4.3 and 4.4, all requests for expense reimbursement shall have been approved by the President or in the event of his/her absence, the President-Elect prior to payment by the Treasurer or Business Manager.

10.4 MEANS OF COMMUNICATION, MEETING AND NOTIFICATION

Any reference in these by-laws to: meeting, notify, mail, telephone or other type of communication may be interchanged, upon approval of the President, with similar types of communication as appropriate for the circumstances including, but not limited to, email, teleconference and web posting.

SECTION 11: COMMITTEES

11.1 STANDING COMMITTEES

In order to address matters of continuing interest to the members, the Conference shall maintain such permanent ("standing") committees as the Board of Governors deems appropriate and necessary. Each Standing committee (with the exception of the Nominations Committee) shall be chaired by a member of the Board of Governors.

11.2 SPECIAL AND AD HOC COMMITTEES

The President, with the advice and consent of the Board, may constitute additional special and ad hoc committees as needed to further the objectives of the Conference.

11.3 COMMITTEE CHAIRMEN

The President shall select the chairman of each committee upon the advice and consent of the Board.

11.4 BOARD LIAISON

At the President's discretion, each member of the Board of Governors may be assigned as liaison to at least one committee. The Board member so assigned shall serve as an ex officio member of that committee and shall work with the committee chairman to see that all committee recommendations receive the attention of the Board of Governors.

11.5 COMMITTEE MEMBERSHIP

Members of a committee shall be selected by the President or his/her designee.

11.6 COMMITTEE FUNCTIONS

Annual Meeting. To assist the Board of Governors in selection of a site for future general membership meetings; to coordinate preparation for the meetings; to oversee the logistics of conducting the meetings. To ensure the annual meeting focuses Bankruptcy Court expertise on education and training issues of unique concern to Bankruptcy operations; to work in close coordination with the Federal Judicial Center in addressing identified needs. To locate speakers, arrange workshops and develop programs of interest and educational value for general membership meetings, addressing topics of interest to the Conference.

Awards. To coordinate the nomination and selection process relating such special awards as the Conference shall, from time to time, deem appropriate to recognize exceptional service and accomplishment.

Benefits. To research benefits needs of members and to explore and evaluate various benefits programs.

Deputy Clerks. To ensure that the Conference address concerns relating to deputy clerks in all areas.

Legislation and Rules. To assist the Conference in evaluation and policy matters arising from proposed legislation potentially affecting its membership or the bankruptcy system at large. When called upon, to assist the President or the Board in the drafting of proposed legislation to further the objectives of the Conference. To also stand ready to assist the Rules Committees of the Judicial Conference of the United States as requested; to focus rules and legislative initiatives of the Conference and its members to appropriate channels.

Membership. To develop materials and programs designed to advance membership growth and retention; to spearhead an ongoing membership drive working in close collaboration with local Conference representatives.

SECTION 12: CIRCUIT LIAISONS & LOCAL REPRESENTATIVES

12.1 CIRCUIT LIAISONS

The President, with the consent of the Board, may appoint Circuit Liaisons in each judicial circuit to coordinate the activities of the Conference within those circuits. Any member of the Conference with voting privileges is eligible to serve as a Circuit Liaison. If the size of the circuit so warrants, the President may appoint two such Circuit Liaisons within that circuit.

12.2 LOCAL REPRESENTATIVES

The Board of Governors may designate Local Representatives to coordinate the activities of the Conference within particular districts and/or divisional offices within a district. Any member of the Conference with voting privileges is eligible to serve as a Local Representative.

SECTION 13: BENEFIT PLANS

13.1 BENEFIT PLANS

All persons holding a general membership under section 3.1 or an adjunct membership under Section 3.3 are eligible to participate in the voluntary benefit plans available through the organization, such as: dental, long term disability, and vision plans. All persons that elect to participate in such plans must abide by the terms of that arrangement.