Association Bylaws 2020 - Present
These are the bylaws of the Association of Registrars and Collections Specialists.
Article I: NAME AND PURPOSE
The Association of Registrars and Collections Specialists (hereafter ARCS) is a 501(c)(3) not-for-profit organization established in the United States in 2012.
The mission of ARCS is to represent and promote registrars and collection specialists, to educate the profession in best practices of registration and collections care, and to facilitate communication and networking.
Article II: MEMBERSHIP
Section 1. Eligibility
Any individual who shares in the ARCS stated Mission may become a voting member of record of ARCS upon payment of annual dues.
Section 2. Classes of Membership
The Board of Directors is authorized to set classes of members and dues schedules.
Section 3. Membership Meeting
The Association will hold an annual business meeting (hereafter "Annual Meeting") in a manner and on a date and time fixed by the Board of Directors. The purpose of the Annual Meeting is to transact such business as may come before it.
Article III: BOARD OF DIRECTORS
Section 1: Board Members and Role
The affairs of ARCS are managed by an elected Board of Directors. The Board of Directors will consist of the officers of the association, the Immediate Past-President of the association, and not less than seven or more than fifteen directors. All members of the Board must be an ARCS member in good standing. When the position is filled, the Executive Director (or other designated ARCS’ staff leader) will be an ex-officio, non-voting member of the Board of Directors.
Section 2: Executive Committee
The Executive Committee of the Board will consist of the President, Vice-President, Secretary, and Treasurer. The Executive Committee may act on behalf of the Board of Directors between regularly scheduled board meetings and will report its actions to the Board at the next board meeting. Meetings of the Executive Committee may be called by the board President or by the Vice-President on behalf of the President.
Section 3: Officers of the Association
The President is the principal officer of ARCS, and will in general supervise all its business and affairs. The President will ensure the effective action of the Board in governing and supporting the organization. The President will preside at all meetings of the Board; will sign all leases, contracts, and other instruments entered into by ARCS; will appoint all committee chairs; and may recommend the establishment of committees. The President will also name and appoint any special committees or task forces deemed necessary for implementing the ARCS mission.
The Vice-President will perform the duties assigned by the President. In the absence of the President, or in the event of the President’s inability to act, the Vice-President will perform the duties of the President, and, when so acting, will have all the powers of and be subject to all the restrictions upon the President.
The Treasurer will have charge and custody of, and be responsible for, all funds and securities of ARCS; will receive and give receipts for monies due and payable to ARCS from any source whatsoever; and will deposit all such monies in the name of ARCS in such banks, trust companies, or other depositories as will be selected under policies established by the Board. The Treasurer signs all checks in payment for ARCS’ expenditures up to a determined amount; checks over that amount must have written authorization from the Executive Committee or, in an emergency, from the President before signature. Amount will be determined and reviewed periodically by the Executive Committee. The Treasurer is responsible for establishing an appropriate budgetary process and for reporting the financial condition of ARCS at all meetings of the Board and at other times when called upon by the President or presiding officer. The Treasurer will be bonded in such amount as the Board may determine. The Board of Directors may specify that certain duties of the Treasurer be delegated to another ARCS board member or to an outside contractor.
The Secretary will be a member of the Board of Directors and the Executive Committee. The Secretary will oversee the proper recording of the proceedings of meetings and will in general ensure that accurate and historical records of ARCS are compiled and maintained.
Section 4: Immediate Past-President
At the completion of their term, the President will assume the position of Immediate Past-President for one year. The Immediate Past-President will have the same voting rights and privileges as a regular board member.
Section 5: Responsibility of Board Members
Board members bear the fiduciary responsibility of ARCS to carry out the mission, establish, and carry out the strategic priorities, oversee the affairs, and ensure the financial stability of the association.
Section 6: Authority to Hire.
The Board of Directors may, at its discretion, hire such staff as may be required to implement the ARCS mission, ensuring that appropriate policies and procedures are in place. The Board of Directors is responsible for hiring, supervising, or terminating an ARCS Executive Director. All other staff are hired, supervised, or terminated at the discretion of the organization’s Executive Director, or by the Board in full if there is no Executive Director. If there is no Executive Director, the Board of Directors has the authority to hire contractors who will not be considered staff.
Section 7: Qualifications
Any individual who shares in the ARCS mission, who is not employed by ARCS, and who is a member in good standing of ARCS is eligible to stand for election as an ARCS officer or member of the Board of Directors.
Section 8: Election of Board Members
The Nominating Committee will present a slate of potential board member candidates annually, or as needed, to all members in good standing of ARCS for a vote. Election will be by plurality of votes cast. In the case of a vacancy on the Board occurring between elections, the President and Board of Directors will follow a similar nominations procedure to appoint a member to complete the unexpired term.
The Board of Directors will announce the election results on the ARCS website and in other appropriate ways following elections.
Section 9: Board Members Terms of Office
A Board Member serves a two-year term. No Board Member will serve more than three successive terms (six years), provided that any Board Member appointed to a first term of less than two full years will not be considered to have completed one term until the conclusion of the board member’s first full two-year term.
Adjustments to term lengths may be made by vote of the Board as necessary to ensure that terms of all members do not end at the same time.
Terms for Board Members will begin on June 1st of the year the Board Member is elected.
Section 10: Election of Officers and Terms of Office
The Nominating Committee will present a slate of candidates for the offices of Vice President, Treasurer, and Secretary to all members in good standing of ARCS for a vote. Once elected, the Vice President will ascend to the office of President upon the expiration of the President’s term or vacancy of the President position.
Election will be by plurality of votes cast. In the case of a vacancy on the Executive Committee occurring between elections, the President and Board of Directors will follow a similar nominations procedure to appoint a member to complete the unexpired term. Each officer serves a two-year term. Newly elected officers will assume their positions on June 1st of the year they are elected. If the Vice President, Treasurer, or Secretary resigns with immediate effect or is removed from office by Board action, a new officer will be selected immediately and will complete the unfinished term. If the remaining unexpired term is one year or less, the individual will be eligible for an additional two-year term in the appropriate officer position. If the remaining unexpired term is more than one year, an officer will be selected for the final year of the term and that individual will assume the officer position until the conclusion of the unexpired term.
Section 11: Resignation
A Board Member may resign at any time upon written notification to the President, the Secretary, or the Board. Such resignations take effect at the time specified therein, or if no time is specified, at the time of receipt by the officer or the Board.
Section 12: Removal
The removal of a Board Member can be undertaken with cause by the affirmative vote of a majority of members of record at a meeting duly called for this purpose and at which a quorum is present. Three unannounced absences by a Board Member will result in a vote to remove the Board Member from the Board. Reinstatement of a Board Member so removed may be made by a majority vote of all members of the Board of Directors.
Section 13: Vacancies
The Board, by majority vote of the remaining Board members, is authorized to fill by appointment a vacancy occurring because a Board member does not complete their full term. Each person so appointed will serve the remaining unexpired term of the Board member being replaced and may stand for reelection by the membership. A successor Board member appointed to a term of less than two (2) years will serve out the incomplete term and then be eligible to serve two additional full, two-year terms.
Section 14: Compensation
Board Members will receive no compensation for their service on the Board. Board Members may receive reimbursement for out-of-pocket expenses with the approval of the full Board and with appropriate requisitions and/or receipts.
Article IV: MEETINGS OF THE BOARD OF DIRECTORS
Section 1: In-Person Meetings
The Board of Directors will have at least one in-person meeting each calendar year. The specific date and place for these meetings will be determined far enough in advance of the meeting to enable logistical and travel arrangements to be made.
Section 2: Other Meetings
Additional meetings may be called by the President, or will be called by the President upon the written request of a majority of Board Members. The method of additional meetings is at the discretion of the President.
Section 3: Notice of Meetings
Notices for meetings, including date, time, place, and business to be transacted, will be distributed, in a form to be determined by the Board, far enough in advance of the upcoming meeting to enable review by members. Notice of in-person meetings will be given at least four weeks prior to the meeting in a form to be determined by the Board.
Section 4: Agenda and Minutes
All meetings will have a written agenda prepared by the President or designee. Notices for upcoming regular meetings will be distributed, with an agenda and the minutes from the previous meeting, in advance of the meeting.
Section 5: Quorum
The President, or the Vice-President, will preside at all meetings. One half of the board members plus one will constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, reports may be given, but no votes can be taken.
Article V: CONFLICT OF INTEREST
Officers and Members of the Board of Directors will not knowingly engage in any activities or transactions in material conflict with their duties and obligations to ARCS while serving in such capacity and will be expected to complete and sign a conflict of interest statement annually. See Appendix A for the full Conflict of Interest Policy.
Article VI: ETHICAL CONDUCT
Officers and Members of the Board of Directors support and subscribe to a Code of Ethics identified by the Board.
Article VII: COMMITTEES
Section 1: Appointment and responsibility
The President will create and appoint the members of committees and task forces as deemed necessary for effectively pursuing ARCS’ mission. The chair of each standing committee reports to the Board of Directors.
Section 2: Meetings, Minutes, and Reports
Each committee, sub-committee, and task force will meet as necessary. Notes will be kept of all meetings. Written reports will be submitted by sub-committees and task forces to their respective standing committees, and then by the standing committees to the Board of Directors. Reports will be submitted to the Board of Directors in advance of scheduled board meetings.
Section 3: Standing Committee: Finance
The ARCS Treasurer is the chair of the Finance Committee. Members of the committee will include individuals as deemed necessary by the President. This committee is responsible for ARCS’ financial security in pursuance of its goals. Its responsibilities include: ensuring that accurate and complete financial records are maintained; ensuring that accurate, timely, and meaningful financial statements are prepared and presented to the Board; overseeing budget preparation and financial planning; safeguarding ARCS’ assets, including the preparation of investment policies; and ensuring compliance with federal, state, and other requirements related to the organization’s finances.
Section 4: Standing Committee: Nominating
The Nominating Committee will recruit Officer and Board of Directors candidates who meet the Board's needs as a governing body. This committee will be composed of three current Board Members who will be elected by the Board; four current members of the association elected by the then-current Nominating Committee, giving due consideration to balance and diversity.
The responsibilities of the Nominating Committee include educating prospective Board Members about the mission and history of the organization and governance issues; conducting on-going assessment of the organization’s governance needs; identifying, enlisting support, and orienting new Board Members; conducting Board self-assessment; and addressing questions of retention.
Section 5: Sub-Committees
The President may establish sub-committees. The responsibilities of these committees will fall under the charge of and be directed by a standing committee. The size and composition of sub-committees will be at the discretion of the President, provided that at least one Board member is among the sub-committee members.
Section 6: Task Forces
The President will form such task forces as are deemed necessary to address the short-term, periodic activities of ARCS. Task forces may work either under a standing committee or alone, depending on their project(s). The size and composition of these groups will be at the discretion of the President, provided that at least one Board member is among the task force members.
Article X: INDEMNIFICATION OF OFFICERS AND DIRECTORS
To the maximum extent permitted by Arkansas Corporation Law, as from time to time amended, the organization will indemnify its Board Members and Officers against any and all liabilities incurred in connection with their services to ARCS. The indemnification will be for all reasonable expenses, including attorneys’ fees, that may be incurred in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any Board Member or Officer, by reason of service in that capacity, may be made a party or in which any Board Member or officer will be called as a witness, or in connection with any proceeding against the organization. No amendment or repeal of this paragraph, or adoption of any provision of ARCS’ Articles of Incorporation or bylaws inconsistent with the paragraph, will apply to or affect in any respect the indemnification of any Board Member or Officer of ARCS with respect to any alleged act or omission which occurred prior to such amendment, repeal, or adoption. Notwithstanding the terms of this paragraph, such indemnification will only be to the extent permitted of organizations which are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Service Code to which contributions are deductible under Sections 170(c)(2), 2055(a)(2) of the Internal Revenue Service Code.
Article XI: DISSOLUTION
In the event of dissolution, ARCS’ assets will be distributed to another educational organization with a similar mission and vision in accordance with the Articles of Incorporation.
Article XII: AMENDMENTS TO THE BYLAWS
The bylaws may be altered, amended, or repealed and new bylaws may be adopted by a vote of the membership. Two-thirds of those members voting are required to approve a change to the bylaws. All proposed amendments should be submitted in writing to the Board of Directors and distributed to the membership prior to voting.
The Secretary will keep a permanent record of the bylaws and all amendments.
Article XIII: PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order will govern the proceedings of ARCS in cases not specified by these bylaws.
Article XIV: HISTORY OF REVISIONS
- Original Bylaws approved by the Board of Directors on March 26, 2012
- Name changes (“Collection” to “Collections”) amended and filed with the Secretary of State, Arkansas, October 4, 2012
- Changes to Article 6, Conflict of Interest and addition of Whistleblower and Record Retention Additions approved by the Board of Directors on October 31, 2013.
- Amendments for formatting and addition of officer election directive, August 21, 2014
- Textual and policy revisions throughout to conform to actual operations, approved by the Board of Directors on August 20, 2015.
- Changes to create Treasurer designate position and make minor modifications to committee structure, approved by the Board of Directors on August 17, 2017.
- Textual and policy revisions throughout the Bylaws to reflect future direction of ARCS, approved by the Board of Directors on March 13, 2020 to become effective June 1, 2020.
Appendix A: Additions to the Bylaws
The following policies were adopted and added to the bylaws by the Board of Directors:
ARCS encourages employees, volunteers, and others related to the organization to report any violation of policy, procedure, or ethics; illegal activity; or other misconduct by employees, volunteers, or others related to ARCS. No person who in good faith reports a violation will suffer harassment, retaliation, or adverse employment consequence. An employee, board member, or volunteer who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment or volunteer service to ARCS.
Record Retention Policy
All short-term and long-term administrative and financial records will be stored in a safe, secure, and confidential manner. Depending upon the type of record, the appropriate length of time for retention complies with legal and funder requirements. Records relevant to foreseeable or pending judicial or administrative investigation or proceedings are preserved until the actions are concluded. A records retention schedule which conforms to legal and ethical standards will be maintained and updated by the Secretary.
Conflict of Interest Policy
ARCS will take all appropriate measures to identify and eliminate conflicts of interests in its operations. Procedures are developed and implemented by the Board to ensure transparent and ethical behavior in the conduct of ARCS’ business.
This Conflict of Interest policy is intended to supplement, but not replace, federal and state laws governing conflicts of interest applicable to not-for-profit corporations. It applies to board members, paid staff, management staff, and consultants, as well as to their relatives and associates (hereafter “Interested Party”).II. Definition of Conflict of Interest
A conflict of interest may exist when the financial and/or non-financial interests or concerns of an Interested Party may be seen as competing with the interests or concerns of ARCS.III. Disclosure of Potential Conflicts of Interest
An Interested Party is under a continuing obligation to disclose any potential conflict of interest as soon as it is known or reasonably should be known.
- Board members and paid staff complete a Conflict of Interest Disclosure form when they join the Board or staff and annually thereafter.
- Any Interested Party, before working with ARCS, will complete the Disclosure of Potential Conflict of Interest Statement to disclose any potential conflicts of interest.
IV. Preventing Conflicts of Interest
- The Board will establish procedures for identifying and avoiding conflicts of interest.
- An Interested Party with a potential conflict of interest will abstain from the consideration and adoption of measures which might result in a conflict of interest.