OPENING PLENARY SCRIPT - American Fraternal Alliance

The officers of the NFCA shall be a Chair of the Board, a Vice-Chair of the Board, a Secretary-Treasurer
and an Immediate Past Board Chair. The Chair of the Board, Vice-Chair of the Board, and Immediate Past Chair
shall serve a term of one (1) year or until a successor is elected. The Secretary-Treasurer will be appointed to
serve a term of one (1) year or until a successor is appointed. Election of officers shall be the final order of
business of the closing business session of the annual meeting held during the annual conference of the NFCA.
Section 1. The Chair of the Board shall serve as Chair of both the annual conference and meeting and the
Board of Directors; shall serve as a member, ex-officio with right to vote, on all committees and subcommittees
except the Nominating Committee and the Audit Committee; and shall make all required appointments of
members and chairpersons of all committees of the NFCA. At the annual conference and meeting of the NFCA
and at such other times as shall seem proper, the Chair of the Board shall communicate to the member societies
such matters and suggestions as may be deemed necessary to promote the welfare and increase the usefulness
of the NFCA. The Chair of the Board also shall perform such other duties as are necessarily incident to the Office
of Chair of the Board or as may be prescribed by the Board of Directors.
Section 2. The Vice-Chair of the Board, if otherwise eligible, shall succeed to the Chair of the Board. The
duties of the Vice-Chair of the Board shall be as delegated by the Board of Directors. In the event of the inability
of the Chair of the Board to serve, the Vice-Chair of the Board shall perform the duties of the Chair of the Board.
Section 3. Upon the succession or election of a successor to the Chair of the Board, the outgoing Chair of
the Board shall automatically become the Immediate Past Board Chair. The Immediate Past Board Chair shall
perform such duties as may be prescribed by the Chair of the Board or Board of Directors. In the event of the
death or inability to serve of the Chair of the Board and Vice-Chair of the Board, the Immediate Past Board Chair
shall assume the duties of the Chair of the Board until the next annual conference and meeting.
Section 4. The Secretary-Treasurer shall chair the Finance Committee, shall establish proper accounting
procedures for the handling of the NFCA’s funds and shall report on the financial condition of the Congress at all
meetings of the Board of Directors and at other times when called upon by the Chair of the Board. The Secretary-
Treasurer shall be appointed by the Chair of the Board from among the members of the Board of Directors.
ARTICLE XI
President and Chief Executive Officer
The Board of Directors shall employ an executive officer that shall have the title of President and Chief
Executive Officer (CEO), whose term and conditions of employment shall be specified by the Board. The CEO
shall be chief executive officer of the NFCA who, subject to the direction and control of the Board of Directors,
shall be responsible for the conduct of the business of the NFCA. The CEO may employ such other professional
and clerical personnel as may be required. The CEO shall meet with the Board but shall not have the right to vote,
and shall assume such duties as are delegated by the Board of Directors.
ARTICLE XII
Liability and Indemnification
Section 1. No director or officer of the NFCA serving without compensation, other than reimbursement for
actual expenses shall be personally liable for damages by reason of exercise
of judgment or discretion in connection with the duties or responsibilities of such director or officer, except as
otherwise set forth in the Illinois General Not For Profit Corporation Act of 1986, or as it may be amended. Any
amendment or repeal of this paragraph shall not adversely affect any right of a director or officer hereunder with
respect to any matter occurring prior thereto.
Section 2. The NFCA shall indemnify its directors, officers and employees to the extent permitted by the
Illinois General Not For Profit Corporation Act of 1986, or as it may be amended, and may purchase and maintain
liability insurance on behalf of any such person as permitted by that Act. Any amendment or repeal of this
paragraph shall not adversely affect any right of, or protection provided for, any such person for any act occurring
prior thereto.
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