AMENDED AND RESTATED BYLAWS AS ADOPTED ON MAY 4, 2026 

(Originally Adopted April 25, 1985; Amended May 21, 1987; May 19, 1986; June 15, 1989; May 10, 1990; May 5, 1991; May 4, 1996; May 3, 1997, May 20, 1999; May 25, 2000; May 20, 2004; April 27, 2006; May 10, 2007; April 2, 2009; May 6, 2010; May 26, 2011; April 5, 2012; May 23, 2013; May 22, 2014; April 30, 2015; May 4, 2016, May 5, 2017, April 19, 2018, and November 2, 2020; May 26, 2021; May 26, 2023; April 11, 2024; May 22, 2025; May 4, 2026)

Section 1. The name of this organization shall be the Eastern Regional Interstate Child Support Association (ERICSA), hereinafter referred to as the “Association,” a not-for-profit corporation established for the educational benefit of the Members of the Association and the child support community. The Association is the successor to the Eastern Regional Conference on Uniform Reciprocal Enforcement of Support, which is the successor to the Northeastern Regional Conference on Uniform Reciprocal Enforcement of Support, providing training on family support enforcement since 1963 and every year thereafter.

The purposes for which the Association is organized are set forth in the Association’s Articles of Incorporation.

Section 1.  Membership Qualifications. The members of the Association shall consist of individuals representing federal, state, tribal, local and international jurisdictions in the establishment and enforcement of child support obligations, as well as private practitioners and other individuals from the private sector who by their current or past profession are or were involved in the child support system. Members shall be General Members or Honorary Life Members (referred to, together, as “Members” in these bylaws).

Section 1.a.. General Members. General Members of the Association are those who have paid the annual Association membership dues. Annual dues are paid either through the registration fee of the annual conference or separately by direct payment. Dues paid through the conference registration confer membership on an individual from the earlier of (i) the next annual meeting of the Association’s Members and (ii) the beginning of the first Association annual conference related event for attendees until the day before the first conference related event for attendees of the next annual Association conference. Dues paid other than through the annual conference registration confer membership on an individual from the date paid through the day before the first conference related event for attendees of the next conference.

Section 1.b. Honorary Life Members. Upon recommendation by the Nominations Committee pursuant to Section 5 of Article VII, the Board of Directors may appoint Honorary Life Members of the Association who shall be exempt from the payment of both the annual dues and the registration fee for the annual conference but shall have all other rights of membership.

Section 2. Membership Benefits. General Members and Honorary Life Members shall be entitled to all benefits that may be derived from the Association’s activities, including a mailing list of the annual conference attendees, a list of the members of the Association’s Board of Directors (the “Board”), notification of the annual conference and other training opportunities sponsored by the Association, and eligibility to serve on committees as described in Article VII.

Section 3. General Member Dues. The Board of Directors shall establish the amount of membership dues for Members who pay their dues directly rather than through the registration fee for the annual conference.

Section 4. Annual Members Meeting. The annual meeting of the Members shall be held annually before June 30 of the year, concurrent with the annual conference when possible, or as soon after June 30 as practicable. The annual meeting of the Members may be held in person, by conference telephone, or by any other means of remote communication (including a video conference) through which all persons participating in the meeting may hear other participants, as determined by the Board of Directors. When telephone or virtual meeting methods are used, all participants shall be advised of the means of remote communication and the names of the participants in the meeting shall be divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting. Duly recognized Members may, upon recognition of the Chair, speak on items germane to the Association.

At the annual meeting of Members, the Association shall provide to the Members its financial report for the previous year. The Association’s financial report shall include, at a minimum, the following information: the Association’s income statement, year-end balance sheet, including trust funds and funds restricted by donors or by the Board of Directors, and its statement of source and application of funds, if the Association prepares that statement.

Section 5. Quorum and Voting. A majority of the Members constitutes a quorum for the transaction of business. The vote of a majority of the Members present at any meeting at which there is a quorum shall be the act of the Members, except as a larger vote may be required by the laws of the State of Michigan, these bylaws, or the Articles of Incorporation. Vote may be taken by voice, show of hands, asking attendees to stand up or sit down, or by ballot, as determined by the Chair of the meeting (typically, the President). Members may not vote by proxy.

Section 1. The officers of the Association shall consist of the President, President- Elect, Vice-President of Conference Operations, Vice-President of Policy and Legislation, Vice-President of Exhibitors and Sponsors, Immediate Past President, Secretary, and Treasurer. These officers shall be elected by simple majority of the Members present at the annual meeting of the Members and must be then-serving members of the Board of Directors. Each officer shall be a current Member in good standing and shall serve a one-year term which shall expire upon the election of the officer’s successor. Each officer shall be eligible for annual re-election, subject to term limits specified in Sections 4, 5, 6, 8, and 9, except for the offices of President, President-Elect, Treasurer and Immediate Past President. In situations where there is no Member willing or able to serve in an officer position, any term limitation of the incumbent of that position may be waived by the President.

Section 2. The President shall preside at all meetings of the Members of the Association and at all meetings of the Board of Directors and the Executive Committee; shall make an annual report to the Members concerning the activities of the Association; and shall appoint committee members and designate the chair of committees as may be necessary or convenient to promote the purposes of the Association. In the event an officer of the Association, other than the Immediate past President, vacates their office for any reason, the Board of Directors shall appoint a successor from among the current officers or members of the Board of Directors. In the event of vacancy in the office of the Immediate Past President, the President shall appoint a successor as set forth in Section 7 of this Article IV. The appointed successor shall hold office until the term of office expires and an election is held at the next annual meeting of the Members. In the event the officer elected as President is either temporarily or permanently not able to carry out the duties of the President due to absence or incapacity or when any vacancy occurs in the office of the President, the order of succession shall be in the following sequence:

Section 9. The Treasurer shall serve as chair of the Finance Committee and shall be responsible for oversight over the financial affairs of the Association. The Association operates on an annual budget cycle from January 1 through December 31; therefore, the Treasurer shall submit a draft annual budget at the Mid-Year Board Meeting for the following calendar year and shall ensure the final budget is approved by the Board on or before December 31. The Treasurer shall submit a report of the fiscal affairs of the Association at the Associations annual meeting, and this report shall be made available to the Members of the Association upon request.

To ensure continuity in financial oversight, when a new Treasurer is elected, the individual shall serve first as Treasurer-Elect from the date the slate of officers is approved by the Association until December 31 of that year. During this period, the Treasurer shall secure all financial accounts and provide guidance on the fiscal matters of the Association to the Treasurer-Elect. Beginning January 1, the Treasurer-Elect becomes the Treasurer and serves a three (3)-year term as Treasurer of the Association, and the current Treasurer becomes Immediate Past Treasurer through the next meeting of the Association. Each position, Treasurer-Elect, Treasurer, and Immediate Past Treasurer, shall maintain signatory authority for all Association financial accounts. The Treasurer-Elect and Immediate Past Treasurer shall attend meetings, but shall not be considered voting members, of the Executive Committee.

Section 10. All officers of the Association set forth in Section 1 of this Article shall constitute an Executive Committee that shall have the authority to carry on the routine business of the Association and to make policy decisions on legislative, regulatory, and emergency matters between meetings of the Board of Directors. Any decisions made by the Executive Committee may be subject to change by the Board of Directors (provided, however, that the Board may not nullify a contract that has been legally executed and delivered by the Executive Committee). The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Board of Directors, may exercise all powers and authority of the Board in the management of the business and affairs of the Association between meetings of the Board, except that such Executive Committee will not have power or authority to:

(i)               Amend the Articles of Incorporation;

(ii)              Recommend to the Members that they Adopt an agreement of merger or conversion;

(iii)            Recommend to the Members that they adopt an agreement for the sale, lease, or exchange of all or substantially all of the Association’s property and assets;

(iv)            Recommend to the Members that they adopt a resolution to dissolve the Association or a revocation of a dissolution;

(v)             Amend the bylaws of the Association;

(vi)            Fill vacancies on the Board; or

(vii)          Fix compensation of the Directors for serving on the Board of Directors or on a committee.

The Executive Committee shall provide the Board of Directors with regular reports, by way of update, as to the actions it takes.

Section 11. The Board of Directors may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of the Association. In the absence of such authorization, President (acting alone) shall have authority to execute such documents.

Section 1. The Board constitutes the governing body of the Association and is composed of the current officers set forth in Section 1 of Article IV and up to fourteen (14) additional persons representative of the Association. Each member of the Board shall be entitled to one vote. All voting members of the Board shall be required to meet the qualifications of General Members of the Association. If a member of the Board is no longer a General Member in good standing, then such Board member shall be automatically removed from the Board, upon notice of such status, without requiring a vote of the General Members.

Section 2. Directors shall be elected by the Members present at the annual meeting of the Members from a list of qualified Members submitted by the Nominations Committee. Those nominees receiving the most Member votes (as compared to the other nominees) will win the election, even if less than a majority. Each of the up to fourteen (14) persons referred to in Section 1 of this Article shall be elected to serve for a two (2) year term of office; provided, however, that in accordance with Section 1 of Article IV, each officer shall serve a term of one year concurrent with his or her term as a member of the Board. Each Board member shall actively discharge the assigned responsibilities of at least one of the standing committees referred to in Article VII, in addition to serving on the Conference Planning Committee, and shall attend both the Annual and the Mid-Year Meeting of the Board. Attendance at the Annual and the Mid-Year Meeting shall be mandatory for all Board members; provided, however, that the President may approve absence from either meeting for good cause. Upon expiration of the term of office, each member of the Board of Directors shall be eligible for re-election; provided, however, that no member shall serve more than three (3) consecutive two (2) year terms, excluding any portion of a term to which the Board member was appointed in accordance with Section 3 of this Article.

Section 3. The President shall appoint a successor for any Board member who vacates the office for any reason. The appointed successor will be restricted to serving the remainder of the current year prior to the annual meeting of the Members and will not continue to serve unelected for the remaining year(s) in the previous Board member’s elected term. This does not preclude the appointed successor from being nominated and elected to serve on the Board for three two- year elected terms following the end of the year they have been appointed to fill.

Section 4. Except for those powers specifically reserved to the Members by law, the Association’s Articles of Incorporation or these bylaws, the Board shall have the authority to carry on the routine business of the Association. In accordance with Section 10 of Article IV, the Board shall have authority to consider and, as appropriate, ratify or modify any decision made by the Executive Committee between meetings of the Board (provided, however, that the rights of a third party to a contract that the Executive Committee had legal authority to execute and deliver shall not be revoked by Board action).

Section 4. Except for those powers specifically reserved to the Members by law, the Association’s Articles of Incorporation or these bylaws, the Board shall have the authority to carry on the routine business of the Association. In accordance with Section 10 of Article IV, the Board shall have authority to consider and, as appropriate, ratify or modify any decision made by the Executive Committee between meetings of the Board (provided, however, that the rights of a third party to a contract that the Executive Committee had legal authority to execute and deliver shall not be revoked by Board action).

Section 5. The Board shall meet at least twice a year at the call of the President. One (1) of the meetings of the Board shall be the annual meeting of the Board and shall be held just prior to the annual meeting of the Members. The Board shall also hold a Mid-Year Meeting at which attendance by all Board members shall be mandatory, subject to such exceptions described in Section 2 of this Article. A special meeting of the Board may also be called at the request of ten (10) members of the Board or by the President. Meetings of the Board may be held in person, by conference telephone, or by any other means of remote communication (including a video conference) through which all persons participating in the meeting may hear each other, as determined by President. When telephone or virtual meeting methods are used, all participants shall be advised of the means of remote communication and the names of the participants in the meeting shall be divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting.

Section 6. A majority of voting members of the Board, as described in Section 1 of this Article, shall constitute a quorum.

Section 7. Upon recommendation by the Nominations Committee pursuant to Section 5 of Article VII, the Board of Directors may appoint members to the Honorary Board, provided they serve to fulfill the purposes of the Association, for a one (1) year term, commencing at the conclusion of the meeting at which they are appointed. The Honorary Board shall include not more than ten (10) members, seven (7) of whom shall be former officers of the Association selected by the Board to assist in carrying out the purposes of the Association and three (3) of whom shall be past presidents of the Association who have completed their one (1) year term as Immediate Past President of the Association within the past three (3) years, provided the individual is willing and able to serve in that position. This is not to preclude a Past President from serving in another position on the Board during the three-year period following their term as Immediate Past President. In the event that one or more of the three most recent Past Presidents are not willing or able to so serve, the Nominating Committee may nominate any other eligible individual to serve on the Honorary Board. Honorary Board members may not vote but shall attend both the annual and the mid-year Meetings of the Board each year and may speak on items germane to the Association. Attendance at both the annual and the mid-year meetings shall be mandatory for all Honorary Board members; provided, however, that the President may approve absence from either meeting for good cause. The Honorary Board shall be announced to the Members of the Association at the annual meeting of the Members. Each member of the Honorary Board shall serve as a mentor for a new Board member if designated by the Immediate Past President. In the event of a vacancy on the Honorary Board, the President may appoint a successor to fill the unexpired term from among any eligible person as set forth above. Honorary Board members do not vote, do not count toward quorum and do not owe fiduciary duties to the Association except that they shall abide by the Association’s conflict of interest policy and shall maintain confidentiality over Association business and act in the best interest of the Association when advising the Board.

Section 8. The Presidents, or their designees, of the National Child Support Enforcement Association, the Western Interstate Child Support Enforcement Council, and the National Tribal Child Support Association shall serve as ex-officio Honorary Board members.

Section 9. The Board shall review the Strategic Plan for the Association at least once every five (5) years.

Section 10. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice, and without a vote, if all of the Directors entitled to vote thereon consent in writing, including by electronic transmission such as email. The consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

Section 1. General Standards for Members of the Board of Directors. A member of the Board of Directors shall discharge his or her duties as a member of the Board of Directors and, as the case may be, as an officer, including his or her duties as a member of a committee, in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the Board member reasonably believes to be in the best interests of the Association. In discharging his or her duties, a Board member is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by one (1) or more officers, employees of the Association, or other individuals whom the Board member reasonably believes to be reliable and competent in the matters presented. A Board member is not acting in good faith if the Board member has knowledge concerning the matter in question that makes reliance on such prepared or presented information, opinions, reports, or statements unwarranted.

Section 2. Board Member Conflict of Interest. The Board of the Association shall adopt a conflict of interest policy and shall review it periodically.

Section 3. Loans to or Guarantees for Members of the Board of Directors and Officers. The Association may not lend money to or guarantee the obligation of a member of the Board of Directors or an officer of the Association unless permitted by law. The fact that a loan or guarantee is made in violation of this section does not affect the borrower’s liability on the loan.

Section 1. Standing Committees. In addition to the Executive Committee, there shall be sixteen (16) permanent standing committees (“Standing Committees”), to wit:

1.    Conference Planning Committee;

2.    Nominations Committee;

3.    Strategic Planning Committee;

4.    Onsite Coordination Committee;

5.    Resolutions and bylaws Committee;

6.    Site Selection Committee;

7.    Recognition Committee;

8.    Intergovernmental Improvement Committee;

9.    Policy and Legislation Committee;

10. Audit Committee; 

11. Archives Committee;

12. Exhibitors and Sponsors Committee;

13. Finance Committee; 

Section 2. Committee Chairs; Membership; Meetings; Duties; Limitations. Except for the Standing Committees for which chairs are specified in these bylaws, the chair of each Standing Committee shall be selected by the President from the Board of Directors. The Standing Committee members shall be appointed by the chair of the applicable committee. The Standing Committees shall hold as many meetings as are necessary to perform the applicable duties set forth in these or as otherwise provided in their respective charters or resolution of the Board of Directors, and as the Board may determine appropriate.

Section 3. The Board of Directors may establish, by resolution of the Board of Directors, such other standing or special committees from time to time as it shall deem appropriate. The resolution shall define the powers and responsibilities of such committees, the terms and qualifications of committee members, and the ways in which committee members are selected and removed.

Section 4. The Conference Planning Committee shall prepare and formulate the  

Except where in conflict with these bylaws or applicable state or federal law, the parliamentary authority for all Member, Board of Directors, and Association committee meetings will be guided by the spirit and basic principles of the latest edition of Robert’s Rules of Order. Specific reference is made to the Board Handbook for further rules for the conduct of board meetings.

These Bylaws may be amended, restated or repealed by the affirmative vote of a majority of the Directors of the Association then in office (or by unanimous written consent). Amended Bylaws shall be posted within a reasonable time after Board approval.

Section 1. Principal Office. The principal office of the Association shall be at such location as the Board of Directors may from time to time determine. Branch or subordinate offices of the Association may be established at any time by the Board at any place or places.

Section 2. Fiscal Year. The fiscal year of the Association shall be the calendar year.

Section 3. Books and Records. The Association’s books and records, together with all of the documents and papers pertaining to the business of the Association, shall be kept and maintained at the principal office of the Association. The books and records shall reflect all the transactions of the Association and be appropriate and adequate for the Association’s business.

Section 1. Indemnification of Directors, Officers and Others. The Association will, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Association (and, to the extent provided in a resolution of the Board of Directors or by contract, may indemnify any volunteer, employee or agent of the Association)(in each case, “Indemnitee”) that was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Association, by reason of the fact that the person is or was a Director, officer, employee, non-director volunteer, or agent of the Association, or is or was serving at the request of the Association as a director, officer, partner, trustee, employee, non-director volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association or its shareholders or members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the Association or its shareholders or members and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful. This right to indemnification does not apply to a Director or officer of the Association who initiates an action, unless the Board approves such indemnification.

Section 2. Indemnification in Connection with Actions by or in the Right of the Association. The Association shall indemnify a person that was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that the person is or was a Director, officer, employee, non-director volunteer, or agent of the Association, or is or was serving at the request of the Association as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, for expenses, including attorneys’ fees and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Association or its shareholders or members. The Association shall not indemnify a person for a claim, issue, or matter in which the person is found liable to the Association except to the extent authorized under Section 564c of the Michigan Nonprofit Association Act (the “Act”).

Section 3. Advancement of Expenses.

(1)  Unless the Association’s insurer is handling the defense of a claim, the Association shall pay or reimburse the reasonable expenses incurred by a Director or officer, and may pay or reimburse the reasonable expenses incurred by a non-officer employee, non-director volunteer, or agent of the Association or a person that is or was serving at the request of the Association as a director, officer, partner, trustee, employee, or agent of another domestic corporation, foreign corporation, domestic business corporation, foreign business corporation, partnership, limited liability company, joint venture, trust, or other enterprise, whether for profit or not, that is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the Association a written agreement, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct, if any, required by the Act for the indemnification of a person under the circumstances.

(2)  An agreement required under subsection (1) of this Article XII, Section 3, must be an unlimited general obligation of the Director, officer, employee, non-director volunteer, or agent, but may be unsecured. The Association may accept an agreement that is required under subsection (1) without reference to the financial ability of the person to make repayment.

(3)  Except if an advancement of expenses is mandatory under the Association’s Articles of Incorporation, these bylaws or by contractual agreement, the Association shall evaluate the reasonableness of advances in the manner described in section 564a(1) of the Act for evaluating the reasonableness of expenses, and make an authorization in the manner described in section 564a(4). The Association may authorize advances with respect to a proceeding and determine the reasonableness of advances or approve a method for determining the reasonableness of advances in a single resolution covering the entire proceeding. However, unless the action or resolution provides otherwise, an authorizing or determining authority of the Association may subsequently terminate or amend the authorization or determination with respect to advances that are not yet made.