Bylaws of the

New Jersey Association of Professional Mediators, Inc.

(Amended June 23, 2007)

Bylaw I. Purpose

1. The New Jersey Association of Professional Mediators, Inc. (the Association) is a statewide, not-for profit professional organization dedicated to:

a. Fostering excellence in the field of mediation.

b. Promoting mediation as the preferred method of dispute resolution.

c. Encouraging and providing mediation education to the public, the government and the professions.

d. Training and accrediting professional mediators.

e. Protecting the public through a Code of Ethics and Standards for mediators.

Bylaw II. Offices

The Association shall maintain its principal office within the State of New Jersey at such a place as the Board of Directors (Board) shall determine.

Bylaw III. Membership

1. The Association shall have five classes of membership: Accredited Member, General Member, Student Member, Honorary Member and Emeritus Member.

a. An Accredited Member of the Association shall be an individual accredited by the Association as a Professional Mediator in one or more fields of mediation.

b. A General Member of the Association shall be an individual who is interested in the field of mediation but has not been accredited by the Association as a Professional Mediator.

c. A Student Member of the Association shall be an individual who is a full-time matriculated student.

d. An Honorary Member of the Association shall be an individual who is not a practicing mediator, yet, by reason of position and experience, may significantly influence the practice of mediation and thereby advise the Association and its leadership. An Honorary Member shall be an ex-officio member of the Board of Directors, without vote. An Honorary Member shall have no fiduciary responsibility. The Board of Directors shall have the authority to elect and remove an Honorary Member. An Honorary Member shall have an initial term of office of one year and shall serve at the will of the Board thereafter, without term limit.

e. An Emeritus Member of the Association shall be an individual who has been an Accredited Member for the immediately preceding 5 years and is fully retired from the practice of mediation. Such a member shall be designated as a Member Emeritus, not as an Accredited Member or an Accredited Professional Mediator (APM).

2. All members shall abide by the Association’s Code of Ethics and Standards.

3. A member shall be a member-in-good-standing if his/her membership has not been suspended.

4. Any member may resign by delivering a written resignation to the President or Secretary of the Association.

5. The membership or accreditation of an individual may be terminated or suspended after following the procedure below for, among other things:

a. Violation of these Bylaws.

b. Violation of the Association’s policies or Code of Ethics and Standards.

c. Any other conduct prejudicial to the interests of the Association.

d. A termination or suspension of any professional license held by the Member.

6. The membership of an individual will be automatically suspended, without need for action by the Board, if his/her dues are more than thirty (30) days delinquent.

7. The membership of an individual will be automatically terminated, without need for action by the Board, if his/her dues are more than ninety (90) days delinquent.

8. A member may be reinstated if dues for the fiscal year in which the termination or suspension for non-payment was invoked are paid in full during that same fiscal year.

9. “APM” is a registered certification mark of the Association. Only an accredited member-in-good-standing may use the APM designation.

Bylaw IV. Dues and Fees

The Board shall set fees for accreditation of members and annual dues for each class of membership. Dues are payable annually at the beginning of the Association’s fiscal year, except that in the second year of consecutive membership after joining or after accreditation, dues shall be prorated to the individual’s anniversary date of joining the Association or achieving Accreditation. There shall be no dues for Honorary Board Members.

Bylaw V. Officers

1. The officers of the Association shall be President, President-elect, Vice President, Treasurer, Immediate Past President and Executive Director who shall act as Secretary. With the exception of the Executive Director and Treasurer, the term of office of all officers shall be one year concurrent with the fiscal year of the Association. The Treasurer’s term of office shall be two (2) years. The term of office of the Executive Director shall be in accordance with a contract approved by the Board and executed by that individual and at least two voting officers of the Association.

2. The President shall be the chief executive officer of the Association, shall be responsible for the overall management of the Association and shall chair all meetings of the Board, Executive Committee and Annual Meeting of the Members.

3. The President-elect shall be a member of the Board and Executive Committee and shall assist the President in the performance of his/her duties.

4. The Vice President shall be a member of the Board and the Executive Committee and shall assume such other administrative functions as determined by the President.

5. The Executive Director shall be employed by the Association to serve as the chief operating officer of the Association and shall be responsible for day-to-day management of the Association’s affairs, shall be an ex-officio member of the Board and Executive Committee without vote and shall serve as secretary of both bodies.

6. In the absence of an Executive Director, a person shall be elected to the position of Secretary and shall be Secretary of the Board, Executive Committee and the Annual Meeting of the Members. The Executive Committee shall perform the remaining functions of the Executive Director.

7. All elected officers must be members-in-good-standing of the Association. With the exception of the Treasurer, no person may serve more than two consecutive terms in the same office. The Treasurer may not serve more than five consecutive terms.

Bylaw VI. Board of Directors

1. The Board of Directors (Board) shall be responsible for the management of the affairs of the Association.

2. The Board shall consist of the President, President-elect, Vice President, Treasurer, Executive Director, the Immediate Past President and six (6) Directors elected by the membership at large. In the absence of an Executive Director, a Secretary shall be elected as an officer of the Board. In addition, the Board may appoint up to three liaisons from other organizations to be non-voting members of the Board. Although this is intended to be a reciprocal arrangement, that is not required.

3. The term of office of a Director shall be three (3) years, with approximately 1/3 of all directors elected each year.

4. The term of office as a Liaison shall be one year, beginning on October 1. No person serving as a Liaison shall serve for more than three years.

5. The Immediate Past President shall be an ex-officio member of the Board with vote and shall serve until replaced. If the Immediate Past President is unable to serve, then the Past President who is out of office the least number of years and is willing to serve shall fill the position.

6. The Secretary shall be responsible for recording the minutes of the Board, Executive Committee and Annual Meeting of the Members.

7. A quorum shall be a majority of the voting members of the Board. Proxies for Board meetings are not permitted. The following actions require a two-thirds (2/3) affirmative vote of the board members present and voting:

a. Hire or remove an Executive Director or management firm

b. Disciplinary actions

c. Removal of an officer or director from office

d. Fill a vacancy in an unexpired term on the Board between elections

e. Elect or remove Honorary Members

f. Appoint Liaisons from/to other organizations

g. Secure loans

h. Amend these bylaws

8. All other actions require a simple majority. Matters requiring a simple majority may be enacted by letter ballot provided that the ballots of a majority of the voting members of the Board are in the affirmative.

9. Except as stated in Bylaw XI, the President may call an Executive Session of the Board during any regularly called Board meeting, when the Executive Committee deems it necessary and the voting members concur. Only voting members of the Board and those specifically designated by the Executive Committee may be present during the Executive Session.

10. Any meeting of the Board of Directors may be held by conference telephone or other interactive technology so long as all Directors participating at the meeting can communicate with one another. Interactive technology includes but is not limited to telephone conference calls and Internet usage. Action taken at a meeting held via interactive technology shall be as effective as if the Directors had met in person.

Bylaw VII. Executive Committee

1. The Executive Committee shall consist of the President, President-elect, Vice President, Treasurer and Executive Director who shall act as secretary. In the absence of an Executive Director, the Secretary shall assume this responsibility.

2. The Executive Committee shall be responsible for agendas of all board meetings and shall act on behalf of the Board between its meetings. Minutes of the Executive Committee shall be distributed to all members of the Board within ten (10) calendar days following each meeting.

3. Any meeting of the Executive Committee may be held by conference telephone or other interactive technology so long as all Executive Committee members participating the meeting can communicate with one another. Interactive technology includes but is not limited to telephone conference calls and Internet usage. Action taken at a meeting held via interactive technology shall be as effective as if the Executive Committee members had met in person

Bylaw VIII. Meetings of the Membership

1. There shall be an Annual Conference of the Association within sixty (60) days of the end of the Association’s fiscal year at such a location as shall from time to time be determined by the Board. Unless the Board decides to hold the Annual Conference jointly with another association of similar purpose in a neighboring state, the selected site shall be within the State of New Jersey. If the Board chooses to hold such a joint meeting outside New Jersey, then it shall be held at a location within twenty-five (25) miles of the nearest municipality within the State of New Jersey.

2. The Annual Meeting of the Membership shall be held during the Annual Conference. The President shall chair the Annual Meeting and the Executive Director shall serve as secretary. If the President is unable to fulfill the duties of the chair, then the President-elect shall assume those responsibilities. In the absence of an Executive Director, the elected Secretary shall act as secretary.

4. From time to time the Board may decide to hold additional meetings to which the general membership is invited.

5. All members of the Association shall be notified by U.S. mail and/or facsimile transmission, and/or email and/or any other means giving written notice not less than fifteen (15) days nor more than sixty (60) days in advance of each scheduled meeting. Such notice shall include the date, time and location of the meeting and an agenda of important matters to be discussed. The Executive Director or Secretary shall certify to the membership that the required notice has been provided to all members.

Bylaw IX. Committees of the Association

1. The Association shall have these standing committees: Accreditation and Nominating Committees and a Council of Past Presidents.

2. The Accreditation Committee shall develop, organize and administer standards and procedures for accreditation of individuals as professional mediators as a function of their field of mediation. In addition, the Accreditation Committee shall administer a program to monitor continuing education necessary for an individual to maintain accreditation.

3. The Nominating Committee shall consist of the Immediate Past President and four members-in-good-standing chosen by the membership at large. The Immediate Past President shall serve as chair. The committee shall choose a Vice Chair from among the committee members. The four committee members shall serve for four years on a staggered basis with one new member elected each year. If the Immediate Past President is unable to serve, then the Past President preceding the Immediate Past President will fill the position.

4. The Council of Past Presidents shall consist of all of the past presidents of the Association who are willing to serve. The most Immediate Past President willing to serve shall preside as chair. The Council shall serve in an advisory capacity to the President and the Board.

5. The Board may, from time to time, constitute and appoint such other committees as are appropriate to further the purpose of the Association.

Bylaw X. Nominations and Elections

1. The Nominating Committee shall select candidates to fill the positions of President-elect, Vice President, Treasurer, in the absence of an Executive Director, a Secretary, two Directors and one member of the Nominating Committee. The Committee shall select at least one candidate but not more than two for each position. Nominations shall be made and publicized to the membership no later than the first day of May.

2. Prior to the first day of March, the names of potential candidates may be proposed for consideration by the Nominating Committee or by any group of three members-in-good-standing.

3. No members of the Nominating Committee may be selected by that committee for an elected position for the period while he/she is serving on the Nominating Committee or for a period of one year thereafter.

4. Additional candidates may be selected by a petition signed by twelve (12) or more members-in-good-standing of the Association. All nominating petitions shall be delivered to the President and Nominating Committee Chair no later than the first day of June.

5. Should more than one person be nominated for a single office, the election shall be by letter ballot. Said letter ballots shall be mailed to all members-in-good standing no later than the first day of July with at least 30 days allowed for response. The ballot shall list all candidates for each office and shall include the deadline for response. Ballots shall be counted by a teller committee consisting of the Immediate Past President and the President-elect who shall report the results to the membership no later than the general membership meeting in September.

6. The qualifications for officers and directors are:

a. A candidate for President-elect shall be an accredited member-in-good standing and shall have served on the Board for a minimum of two (2) years at the time of nomination.

b. A candidate for Vice President shall be an accredited member-in-good-standing and shall have served on the Board for a minimum of one (1) year at the time of nomination.

c. Candidates for all other Board positions shall be members-in-good-standing at the time of nomination and have been a member of the Association for a minimum of twelve calendar months at the time of nomination.

d. The name of any members having the necessary qualifications may be proposed to the Nominating Committee for its consideration provided that the proposal is made prior to the first day of March.

Bylaw XI. Mediator Ethics Review Board

1. There shall be a Mediator Ethics Review Board (MERB) appointed by the President and approved by the Board. The MERB shall be responsible for maintaining the Association’s Code of Professional Ethics for the Practice of Mediation. The MERB shall receive and act on complaints involving a) a violation of these Bylaws, b) a violation of the Association’s Code of Ethics and Standards, c) a violation of the Association’s policies, or d) any other conduct prejudicial to the interests of the Association.

2. The MERB shall consist of a Chair, and at least four members of the Association who are not Board members, one of whom shall serve as Vice Chair. The terms of the Chair and the Vice-Chair shall run concurrently for two (2) years. The term of the remaining members of the MERB shall be for three (3) years and be staggered. The members of the MERB shall include no more than two (2) members from any profession.

3. If any member, including a Board member, brings a complaint against another member, including another Board member, alleging a) a violation of these Bylaws, b) a violation of the Association’s Code of Ethics and Standards, c) a violation of the Association’s policies, or d) any other conduct prejudicial to the interests of the Association, then that complaint will be directed to the offices of NJAPM to be forwarded to the Chair of the MERB for review.

4. Any complaints about the professional behavior or practices of any Association member must be in writing and must be directed to the offices of NJAPM to be forwarded to the Chair of the MERB for review.

5. The MERB shall establish written procedures to be approved by the Board for processing all complaints.

6. All information gathered by the MERB shall be considered confidential. Only the Board may approve the release of any information related to this matter. Any unauthorized release of confidential information related to these proceedings shall be considered a breach of NJAPM’s Code of Ethics and Standards.

7. All correspondence to respondent and the complainant will be handled through the NJAPM office.

8. The respondent shall have forty-five (45) days after receipt of the MERB disciplinary decision to file an appeal. The appeal shall be filed in writing with the NJAPM office.

9. Upon receipt of the appeal, the NJAPM office shall notify the Board and the MERB officers and the following procedure will be followed:

a. The President shall determine the time and place of the appeal, which shall be heard in executive session during a meeting of the Board, which shall take place no less than forty-five (45) days and not more than one-hundred and eighty (180) days following receipt of the appeal. At least thirty (30) days in advance of the Board meeting, the NJAPM office shall notify all members of the Board, the respondent, the Chair and Vice Chair of the MERB, as well as the MERB members who participated in the case, of the time and place of the appeal. Copies of all relevant documentation shall be distributed in confidence, to the Board, the appellant and the officers of the MERB at the time of this notice.

b. The following persons may attend the executive session: voting members of the Board, the appellant, the Chair and Vice Chair of the MERB and any participating members of the MERB panel. In addition, any NJAPM counsel and counsel for the appellant may be present. No other persons shall be present unless invited by the Board.

c. There shall be a quorum of two-thirds (2/3rds) of the voting members of the Board of Directors for all disciplinary actions. The President shall open the session with a brief statement of the purpose of the executive session, reiterating the requirement of confidentiality.

d. The appellant and/or the appellant’s counsel shall then be invited to present the appeal. The MERB shall then be invited to present its response. Once both presentations have been made, the floor will be open for questions from members of the Board to either party.

e. At the conclusion of the questioning period, both parties shall be excused and the Board shall deliberate and vote upon the appeal. A two-thirds (2/3) vote of all voting members of the Board present shall be required to reverse any previous actions of the MERB. The President shall provide the appellant as well as the MERB with written notification of the results of the appeal within thirty (30) days of the hearing.

Bylaw XII. Parliamentary Procedures

Except as otherwise specifically stated in these Bylaws, all meetings of the Association shall be conducted in accordance with the current edition of Robert’s Rules of Order.

Bylaw XIII. Fiscal Year

The fiscal year of the Association shall end September 30^th.

Bylaw XIV. Amendments

Amendments to these bylaws may be proposed by the Board or by any group of twelve (12) members-in-good-standing. The proposal shall first be reviewed by the Executive Committee and then by the Board. When the proposal reaches the Board, it shall be reviewed by that body at two consecutive meetings. At the second meeting it may be moved and voted upon. If the amendment receives a two-thirds (2/3) affirmative vote, it shall be adopted.