BEPC

ARTICLE I - NAME

The name of this Association shall be the Boston Estate Planning Council.

ARTICLE II - PURPOSE

The purposes of the Boston Estate Planning Council shall be: (1) to promote cooperative efforts in the field of estate planning among the Practice Areas represented by the Council’s members, always keeping in mind the interests of their clients; (2) to engage in study, discussions, meetings and additional activities which will continuously improve their combined services; (3) to promote respect and understanding of the relationships among the Practice Areas ¬represented by the Council’s members; and (4) to advance public knowledge of the concept and benefits of estate planning.

ARTICLE III - MEMBERSHIP

A. Full Member: Upon application and acceptance, any Officer of a Trust Company, Attorney, CPA, CLU, CFP®, ChFC, PFS, AEP, CFA, CAP, CTFA, or the holder of a Masters Degree in Business, Finance, Tax, or Accounting who is directly involved in estate planning may become a Full Member of the Council, subject to the recommendation of the Membership Committee and vote of the Board of Directors.

B. Associate Member: In like manner any other person whose occupation is directly involved in estate planning but who does not meet the requirements for Full Membership shall be eligible for Associate Membership in the Council. Associate Members shall not be eligible to vote, sponsor new members or hold office. Associate Members, upon five (5) active years of membership in the Council, shall be eligible for Full Membership upon application, recommendation of the Membership Committee, and by a two-third (2/3) vote of the Board of Directors.

C. Practice Areas: The application for membership for Full or Associate Membership must bear the recommendation of two (2) Full Members, one (1) from the Practice Area of the applicant and one (1) from a different Practice Area. The Practice Areas of estate planning shall be as determined from time to time by the Board of Directors. Only one recommendation in support of membership may be from a Member with the same employer as that of the applicant.  An exception to the requirement of a recommendation from the Practice Area of the applicant shall be made whenever there are ten (10) or fewer Full Members of that Practice Area.  In that event, the application must bear the recommendation of two (2) Full Members, one (1) each from two different Practice Areas. 

D. Emeritus Member: A Full Member of the Council in good standing who has been a member for twenty (20) years and has reached the age of seventy (70) years shall, upon application, be eligible to become an Emeritus Member. An Emeritus Member shall have all the rights and privileges of a Full Member but shall not be required to pay annual membership dues.

E. Student Member: A full time student in Law School or in a Masters Degree program in Law, Business, Finance, Tax, or Accounting shall be eligible for Student Membership upon terms and conditions as set forth by the Board of Directors. Student Members have the same rights of Associate Members.

F. Removal: Any Member is subject to removal from Council Membership by a two-thirds (2/3) vote of the Board of Directors if in the opinion of the Board the Member’s continued membership is no longer in the best interests of the Council.

ARTICLE IV - BOARD OF DIRECTORS

A. Composition and Term: The Council shall be governed by a Board of Directors comprised of fifteen (15) Full Members (“At-Large Directors”), the Officers and the immediate Past President of the Council. At-Large Directors shall be elected for a three (3) year term; however, to achieve staggered terms, on the initial Board one-third (1/3) At-Large Directors shall serve a three (3) year term, one-third (1/3) At-Large Directors shall serve a two (2) year term and one-third (1/3) At-Large Directors shall serve a one (1) year term.

B. Removal and Replacement: Any Director may be removed by a two-thirds (2/3) vote of the Board of Directors or resign and be replaced by a Full Member of the Council to serve out the remainder of the removed or resigning Board Member’s term.

ARTICLE V - OFFICERS

The Officers of the Council shall be Full Members and shall consist of a President, a President-Elect, a Vice President, a Treasurer, and a Secretary. The initial Officers shall be duly elected at the first meeting of the Council and at each succeeding Annual Meeting by a vote of the Council Members, as further described herein, and each Officer shall hold office for one year and until resignation, removal or until a successor shall be chosen. In addition to duties which may be set forth in other Articles, the duties of each Officer shall include:

A. President: The President shall preside over meetings of the Board of Directors and the Annual Meeting, create and appoint Committees as set forth in Article X, sign the Council’s tax returns and in general exercise the executive function of the Council.

B. President-Elect: The President-Elect shall perform the duties of the President in the absence of the President. In addition, the President-Elect shall be the Council’s liaison and voting representative to the National Association of Estate Planners and Councils and shall administer the Council’s awarding of the designation of Accredited Estate Planner (AEP).

C. Vice President: The Vice President shall perform the duties of the President-Elect in the absence of the President-Elect. In addition, at such times that the Council employs the service of an Executive Director, the Vice President shall negotiate the contract for such Executive Director for adoption by vote of the Board of Directors.

D. Treasurer: The Treasurer shall perform the duties of the Vice President in the absence of the Vice President. In addition, the Treasurer shall prepare and submit a statement of the financial condition of the Council at each Board of Directors meeting and at the Annual Meeting. In addition, the Treasurer shall execute all duties as set forth in the Council’s fiscal policy.

E. Secretary: The Secretary shall perform the duties of the Treasurer in the absence of the Treasurer. In addition, at such times that the Council’s Executive Director is unable to record the minutes of a meeting, the Secretary shall so record the minutes. If the Secretary is unable to perform the duties of Secretary, the President shall appoint an Officer to perform such duties and file such appointment with the Board of Directors.

ARTICLE VI - QUORUMS, VOTING, UNEXPIRED TERMS, AND NOTICE

A. Quorums: 1. Any eleven (11) Members of the Board of Directors shall constitute a quorum for the transaction of Board business. 2. Any twenty (20) Full Members of the Council shall constitute a quorum for any regular, special, or Annual Meeting of the Council.

B. Voting:

- 1. Full Members and Emeritus Members are eligible to vote. Associate Members and Student Members are not eligible to vote.

- 2. Unless otherwise stated in these Articles, any and all votes required by these Articles of Association shall be by simple majority vote.

- 3. A Board Member, Full Member, or Emeritus Member, must be physically present to vote. There shall be no voting by proxy. Notwithstanding the foregoing, the Officers may vote from time to time to permit a vote to be taken by electronic mail, telephone conference, or both where the Officers determine it to be in the best interest of the Council. Whenever a vote is to be taken by electronic mail, a reasonable time limit in which to cast a vote shall be imposed by the Officers.

- 4. At a Board of Director’s meeting, each Board Member shall be entitled to one vote. In the event of a tie vote the President may vote to break the tie (in addition to the President’s vote as a Board Member).

C. Unexpired Terms: The Board of Directors shall have the power to fill for the unexpired term any vacancy which may occur on the Board by a vote of the Board of Directors.

D. Notices: All notices shall be in writing. A notice may be sent by facsimile, by U.S. mail, by any nationally recognized overnight carrier service or by electronic mail, to the persons entitled to vote at such person’s address as shown on the records of the Council. All references herein to “day” or “days” shall mean calendar days.

ARTICLE VII - NOMINATIONS AND ELECTIONS

A. Nominations Committee: The President shall appoint a Nominations Committee of nine (9) Full Members comprised of the sitting Officers and four (4) Members at large chosen by the President. The Nominations Committee shall meet at least three (3) times on a schedule determined by the President in sufficient time to present the slate of proposed Officers and At-Large Directors to the Board for a vote prior to the Annual Meeting.

B. Slate of Nominees: The Nominations Committee shall nominate a slate consisting of five (5) At-Large Directors to serve a three-year term, five (5) Officers and such number required to fill any At-Large Director vacancies for two or one-year terms. Nominated Officers may be from any Practice Area and there shall be no requirement that Officers rotate automatically in succession from Secretary to Treasurer to Vice President to President-Elect to President. As to the remaining nominees (other than the Officers) the slate of At-Large Directors must be such that if approved there would be on the Board of Directors no more than four (4) At-Large Directors from any one Practice Area.

C. Nomination Procedure: The Nominations Committee shall submit a slate of nominees to the Board of Directors no later than forty-five (45) days prior to the Annual Meeting for a vote by the Board of Directors. The Board shall file an approved slate of nominees with the Secretary at least twenty eight (28) days prior to the date of the Annual Meeting. At least twenty one (21) days prior to the date of the Annual Meeting, the Secretary shall give notice to all Full Members of the Council of the Board’s approved slate of nominees.

D. Nomination by Members: In addition, any ten (10) Full Members, by notice to the Secretary at least fourteen (14) days before the date of the Annual Meeting, may nominate a slate of candidates for vote at the Annual Meeting subject to the Practice Area restrictions described above. When such a slate has been presented, the Secretary, within seven (7) days of the Annual Meeting shall give notice of all slates to the Full Members.

E. Election: At the Annual Meeting each Full Member shall cast one vote for a slate. The slate of nominees with the most votes shall be elected.

ARTICLE VIII - ANNUAL MEETING

The Annual Meeting of the Council shall be held within the last two (2) months of the fiscal year at such time and place as may be selected by the Board of Directors. The Secretary shall give notice to the Membership of the Annual Meeting at least twenty-one (21) days prior to said meeting.

ARTICLE IX - BOARD OF DIRECTORS MEETINGS

A. Called by President: Meetings of the Board of Directors may be called at the discretion of the President and shall be called by the President when requested to do so by four (4) Board Members, in either case by giving notice to each Board Member at least ten (10) days before the meeting.

B. Procedure: It shall be the duty of the Board of Directors to establish rules of procedure and practice for any meetings. Additionally, any Full Member may, in a writing addressed to the Secretary at least ten (10) days prior to a Board of Directors meeting, the Annual Meeting excepted, request the Board of Directors to bring up for discussion any matter in which such Member may be interested. Any such request may be rejected by a two-thirds (2/3) vote of the Board of Directors.

ARTICLE X - COMMITTEES

The President shall have the power to appoint such Committees as may be deemed advisable to further the interests of the Council and its Members and to delegate to such Committees such power and authority necessary to carry out the functions and duties of the Council.

ARTICLE XI - DUES

Except as provided herein for Emeritus Members, the annual dues for each category of Membership shall be fixed by the Board of Directors. The Board of Directors shall annually decide the effective date and the amount of dues.

ARTICLE XII - ADVERTISEMENT OR SOLICITATION

No Member shall use Membership status in the Council in any form of advertisement or solicitation of business to state or imply an endorsement of the individual’s qualifications by the Council. Nor shall any Member use the Membership list for solicitation or cause it to be used for such purpose without compliance with such procedures as voted by the Board of Directors, or in the absence of such procedures without a vote of the Board of Directors.

ARTICLE XIII - FISCAL YEAR

The fiscal year of the Council shall end on June thirtieth.

ARTICLE XIV - AMENDMENTS

These Articles of Association may be amended by the Board of Directors by vote of at least two-thirds (2/3) of the Board of Directors provided that notice setting forth such proposed amendments shall have been given by the Secretary to all Members of the Board of Directors at least ten (10) days prior to the date of such vote. Articles of Association-Amended January 13, 2010.