Association Bylaws 2020 - Present
The Association of Registrars and Collections Specialists was incorporated as a 501(c)(3) not-for-profit organization in 2012. These are the bylaws of the Association of Registrars and Collections Specialists.
Article I: NAME AND PURPOSE
The name of the organization is the Association of Registrars and Collections Specialists (hereafter ARCS). ARCS is a not-for-profit organization established in the United States for representational, promotional, and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Service Code. The purpose of the bylaws described herein is to provide formal guidelines to enable the Board of Directors to serve the public interest; to establish general policies, standards, programs and over-all operations for ARCS; and to promote the continuity of governance. ARCS is a not-for-profit educational organization. ARCS shall not have or issue shares of stock and it shall pay no dividends or pecuniary profits whatever to its organizers or members, although it may confer benefits upon members in conformity with its purposes and with the law.
Article II: MISSION
The Mission of ARCS is to represent and promote registrars and collections specialists, nationally and internationally, to educate them in the professional best practices of registration and collections care, and to facilitate communication and networking.
With the vision of providing a variety of meetings, workshops, online forums, resources, and publications in print and electronic media, ARCS will enable its members to share ideas, encourage understanding of and adherence to professional standards, and support and improve the care and organization of collections of all types. ARCS will attract members by increasing its visibility and demonstrating its importance to registrars and collections specialists and collaborating with international counterparts. Membership in ARCS is open to anyone sharing this vision who is willing to endorse the goals of ARCS.
Article III: 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. ARCS will include only individual members, no institutional members.
Section 2. Classes of Membership
The Board of Directors is authorized to set classes of members and dues schedules. Dues are payable annually. Members in arrears shall be dropped from the membership record.
Article IV: BOARD OF DIRECTORS
Section 1: Number of Board Members
The affairs of ARCS are managed by an elected Board of Directors of not less than twelve or more than twenty members, each of whom must be an ARCS member in good standing. The board members shall elect their officers, consisting of: President, Vice-President, Treasurer, Treasurer Designate (during last year of Treasurer’s term), Corresponding Secretary, and Recording Secretary. An ARCS administrative manager, if any, is an ex-officio, non-voting member of the Board of Directors.
Section 2: Responsibility of Board Members
The board members bear the fiduciary responsibility of ARCS and shall ensure ARCS’ financial stability. It is the board members’ responsibility to implement the mission of ARCS through the policies they set.
Section 3: 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 to the ARCS Board of Directors.
Section 4: Election of Board Members
The Governance Committee shall, as one of its tasks, present a slate of potential board member candidates to the Board of Directors annually, or as needed, for their consideration. Following approval by the board, the slate of candidates will be sent to all members in good standing of ARCS for a vote. Election shall be by plurality of votes cast. In the case of a vacancy on the board occurring between elections, the president and Board of Directors shall 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. New board members will assume their roles as members of the Board of Directors at the annual meeting following their elections or at the first meeting following their appointments.
Section 5: Terms of Office
A board member serves a three-year term. No board member shall serve more than two successive terms (six years), provided that any board member appointed to a first term of less than two full years shall not be considered to have completed one term until the conclusion of the board member’s first full three-year term.
No more than one third of board members may rotate off the board each year. 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.
Section 6: Resignation
A board member may resign at any time upon written notification to the president, the corresponding 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 7: 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.
Section 8: 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 his or her full term. Each person so appointed shall serve the remaining unexpired term of the board member being replaced and then may stand for reelection by the membership. A successor board member appointed to a term of less than two (2) years shall serve out the incomplete term and then be eligible to serve two additional full, three-year terms.
Section 9: Compensation
Board members shall 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.
Article V: MEETINGS OF THE BOARD OF DIRECTORS
Section 1: Business Meetings
The Board of Directors shall have one physical meeting each calendar year. The specific date and place for these meetings shall be determined far enough in advance of the meeting to enable logistical and travel arrangements to be made.
Section 2: Special Meetings
Special meetings may be called by the president, or shall be called by the president upon the written request of a majority of board members. The location for these meetings is at the discretion of the president.
Section 3: Notice
Notices for special meetings, including date, time, place and business to be transacted, shall 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 special physical meetings shall 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 shall have a written agenda prepared by the president or designee. Notices for upcoming regular meetings shall 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, shall preside at all meetings. One half of the board members plus one shall constitute a quorum for the transaction of business at any regular or special meeting of the board. For a fifteen-member board, a quorum consists of eight board members. If a quorum is not present, reports may be given, but no votes can be taken.
Section 6: Effect of Acting
Any action taken or authorized by a vote of a majority of the board members present at any meeting duly called and convened at which a quorum is present shall have the same force and effect as if the full Board of Directors had been present and had taken or authorized such action.
Section 7: Attendance
Any member of the board who is unable to attend a meeting shall notify the president or corresponding secretary, stating the reason for the absence. Three unannounced absences by a board member may result in removal from the board. Reinstatement of a board member so removed may be made a majority vote of all members of the Board of Directors.
Article VI: CONFLICT OF INTEREST
Members of the Board of Directors shall 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 full Conflict of Interest Policy.
Article VII: ETHICAL CONDUCT
The Board of Directors support and subscribe to the Code of Ethics for Museums as set forth and adopted by the American Alliance of Museums (formerly, the American Association of Museums), 2000.
Article VIII: OFFICERS AND THEIR DUTIES
Section 1: Officer Positions
The Officers of the Board of Directors of ARCS are: President, Vice-President, Treasurer, Treasurer Designate, Corresponding Secretary, Recording Secretary, and such other officers as may be elected in accordance with this Article. The Board of Directors may elect or appoint such other officers as it may deem desirable, to have the authority and perform the duties prescribed by the Board of Directors. In addition to the authority and responsibilities specified in this Article, officers have the duties customarily incidental to their respective offices and as may be prescribed by the president or the board.
Section 2: Election and Terms of Office
Officers are elected by the Board of Directors at the annual meeting occurring at the conclusion of officer terms. Election procedures will include recommendations from a nominations committee and nominations from the floor. Each officer serves a three-year term. Candidates for officers should have sufficient board eligibility remaining to complete their terms in order to be nominated. Newly elected officers will assume their positions at the conclusion of the annual meeting.
Section 3: Vacancies
A vacancy in any office due to death, resignation, disqualification, or other cause may be filled by an appointment by the president and Board of Directors for the unexpired portion of the term. If the president steps down, the vice-president will assume the office of president until a new president can be appointed by the Board of Directors.
Section 4: Resignation and Removal
An officer may resign by written notice to the president. An officer may be removed from office by a two-thirds vote of a quorum of the Board of Directors whenever, in the board’s judgment, the best interests of ARCS would be served by such a removal. Written notice of removal shall be given to the officer by the corresponding secretary not more than ten days after such action. Vacancies caused by such actions will be filled as stated in Section 3 above.
Section 5: President
The president is the principal officer of ARCS, and shall in general supervise all its business and affairs. The president shall ensure the effective action of the board in governing and supporting the organization. The president shall preside at all meetings of the board; shall sign all leases, contracts, and other instruments entered into by ARCS; shall appoint all committee chairs; and may recommend the establishment of committees. The president shall also name and appoint any special committees or task forces deemed necessary for implementing the ARCS mission.
Section 6: Vice-President
The vice-president shall 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 shall perform the duties of the president, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
Section 7: Treasurer
The treasurer shall have charge and custody of, and be responsible for, all funds and securities of ARCS; shall receive and give receipts for monies due and payable to ARCS from any source whatsoever; and shall deposit all such monies in the name of ARCS in such banks, trust companies, or other depositories as shall 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 by 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 of Directors and at other times when called upon by the president or presiding officer. The treasurer shall 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.
Section 8: Treasurer Designate
The position of treasurer designate will form the first year of a newly elected treasurer’s four-year term, overlapping with the final year of the predecessor treasurer’s term. The treasurer designate participates in Executive Committee meetings as a voting, contributing member. During the year, the treasurer designate observes and assists the treasurer in all duties required of that office. Treasurer and treasurer designate work together to ensure that all information, skills, signatures, services, contractors, addresses, and other details, as necessary, are transferred to the treasurer designate before the end of the year to enable the treasurer designate to assume all duties and operate effectively upon assuming the position of treasurer.
A treasurer who resigns before the end of her or his scheduled term is encouraged to give as much notice as possible, and a treasurer designate will be selected immediately to apprentice the position for as much time as possible before the departure of the incumbent treasurer. If a treasurer resigns with immediate effect or is removed from office by board action, a treasurer will be selected immediately and will complete the treasurer’s unfinished term without serving as treasurer designate. If the remaining unexpired term is one year or less, the individual will be eligible for an additional three-year term as treasurer. If the remaining unexpired term is more than one year, a treasurer designate will be selected for the final year of the term and that individual will assume the office of treasurer at the conclusion of the unexpired term.
Section 9: Corresponding and Recording Secretaries
ARCS shall have a recording secretary and a corresponding secretary. Both secretaries shall be members of the Board of Directors; they shall both be members of the Executive Committee. The recording secretary shall oversee the proper recording of the proceedings of meetings and shall in general ensure that accurate and historical records of ARCS are compiled and maintained. The recording secretary shall maintain and keep on file all minutes and pass them to the archivist according to the accepted records retention schedule. The corresponding secretary shall receive all committee reports and be responsible for ensuring that all meeting notices, agendas, reports, and other communications are duly given in accordance with the provisions of these Bylaws and of the Operations Manual, or as required by law, and will manage and keep on file the general correspondence, reports, and calendars of the Board of Directors and pass these documents to the archivist according to the accepted records retention schedule. The corresponding and recording secretaries will make records available to the members, upon request.
Article IX: COMMITTEES
Section 1: Executive Committee
The Executive Committee shall consist of the president, vice-president, recording secretary, corresponding secretary, treasurer, and treasurer designate, when applicable. The Executive Committee shall 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 2: Appointment and responsibility
The president shall create and appoint the members of special 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 3: Qualifications and Terms
The chair of each standing committee shall be chosen by the president from the members of the Board of Directors. Each standing committee shall consist of one member of the board and others deemed qualified by the committee chair, who need not be members of the Board of Directors. Sub-committees and task forces must include at least one board member. The president is an ex-officio, voting member of every committee. An ARCS administrative manager, if any, is an ex-officio, non-voting member of every committee. Members of standing committees, sub-committees, and task forces serve at the discretion of the president.
Section 4: Meetings, Minutes and Reports
Each standing committee shall meet as necessary. Sub-committees and task forces shall meet as necessary. Minutes shall be kept of all meetings. Written reports shall be submitted by sub-committees and task forces to their respective standing committees, and then by the standing committees to the Board of Directors. Minutes and reports shall be submitted to the Board of Directors in advance of scheduled board meetings.
Section 5: Standing Committees: Finance
The ARCS treasurer is the chair of the Finance Committee. Members of the committee shall include the chair of the Development Committee (if any), the chair of the Investment Committee (if any), and others 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. The Development and Fundraising Committee functions as a sub-committee of the Finance Committee.
Section 6: Standing Committees: Governance
The Governance Committee shall recruit Board of Directors candidates who meet the board's needs as a governing body. This committee shall be composed only of board members. The responsibilities of the Governance 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. While the committee has no power to effect changes requiring board approval, it shall present recommendations in accordance with bylaw commitments.
Section 7: Standing Committees: Education
The Education Committee shall include at least one board member as chair of the committee. Additional members of the committee will be appointed by the committee chair from the Board of Directors and the membership at large. This committee will be responsible for planning and implementing all programming for meetings, workshops, webinars, and distance learning and for producing publications of value to the membership in various print and electronic formats.
Section 8: Standing Committees: Communication
The Communication Committee shall include at least one board member as chair of the committee, with additional board members as desired by the chair. Additional members of the committee will be appointed by the committee chair from the Board of Directors and the membership at large. This committee will be responsible for dissemination of information about ARCS and its programs and activities to the membership and to the publics it serves. It is responsible for establishing and maintaining a timely, effective, and informative web site for the organization.
Section 9: Standing Committees: Marketing
The Marketing Committee shall include at least one board member as chair of the committee, with additional board members as desired by the chair. Additional members of the committee will be appointed by the committee chair from the Board of Directors and the membership at large. This committee will be responsible for communicating the value of ARCS and its mission and programs to members and potential members, for the purpose of promoting ARCS and increasing membership, participation, and support. It creates projects, products, and campaigns to increase awareness of ARCS among registrars, collections specialists, and other audiences.
Section 10: Standing Committees: Conference Planning
The Conference Planning Committee shall include at least one board member as chair of the committee, with additional board members as desired by the chair. Additional members of the committee will be appointed by the committee chair from the Board of Directors and the membership at large. This committee will be responsible for researching, planning, and implementing all logistics and programming for the ARCS Biannual Conference. It recommends budgets, vendors, and contracts to the Executive Committee. The Conference Committee works closely with the Education Committee; one member from the Education Committee also serves on the Conference Planning Committee.
Section 11: Standing Committee: Membership
The Membership Committee shall include at least one board member as chair of the committee with additional board members as desired by the chair. Additional members of the committee will be appointed by the committee chair from the Board of Directors and the membership at large. This committee will be responsible for recommending categories and levels of membership, for conducting membership drives, and for recommending benefits and rewards to enhance membership retention. The Awards and Recognition Committee functions as a sub-committee of the Membership Committee.
Section 12: Additional Standing Committees.
Additional standing committees may be suggested and voted upon by the board for inclusion as standing committees.
Section 13: Sub-Committees
The president may establish sub-committees. The responsibilities of these committees shall fall under the charge of and be directed by a standing committee as designated in the bylaws. The size and composition of sub-committees shall be at the discretion of the president, provided that at least one board member is among the sub-committee members.
Section 14: Task Forces.
The president shall 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 projects. The size and composition of these groups shall 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 shall indemnify its board members and officers against any and all liabilities incurred in connection with their services to ARCS. The indemnification shall be for all reasonable expenses, including attorney’s 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 shall 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, shall 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 shall 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: ARCS STAFF
Section 1: 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 administrative manager. All other staff are hired, supervised or terminated at the discretion of the organization’s administrative manager, or by the board in full if there is no administrative manager. The Board of Directors has the authority to hire contractors who will not be considered staff.
Section 2: Eligibility for Employment.
No board member or person in the immediate family of a board member may be a paid employee of ARCS.
Section 3: Delegation of Authority.
i. When possible, the Board of Directors may hire an administrative manager for the organization who shall be the Chief Executive Officer to carry out the policies and directives of the board.
ii. An administrative manager shall hold the position at the pleasure of the Board of Directors, who shall determine the terms of employment of an administrative manager.
iii. An administrative manager shall have immediate charge and control of the day-to-day administration and operation of ARCS, with final authority remaining in the Board of Directors. An ARCS administrative manager will be an ex-officio member of the Board of Directors and all committees, without power to vote.
Section 4: Authority to Sign.
The Board of Directors shall establish policies and safeguards for authorizing signatures, on behalf of ARCS, of leases, contracts, or other instruments. Such policies may vary with the amount of the obligation thereby incurred, may require prior approval by the board, and may require the signature of one or more members of the Executive Committee and/or an ARCS administrative manager. No such policy shall permit signatures contrary to law or to these bylaws.
Article XII: DISSOLUTION
In the event of dissolution, ARCS’ assets shall be distributed to another educational organization with a similar mission and vision in accordance with the Articles of Incorporation.
Article XIII: AMENDMENTS TO THE BYLAWS
Section 1: The bylaws may be altered, amended, or repealed and new bylaws may be adopted at any meeting by two-thirds vote of the Board of Directors. All proposed amendments should be submitted in writing to the Board of Directors prior to a voting meeting.
Section 2: The recording secretary shall keep a permanent record of the bylaws and all amendments and copies shall be retained by the archivist.
Article XIV: PARLIMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order shall govern the proceedings of ARCS in cases not specified by these bylaws.
Article XV: 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.
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 shall 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 shall 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 archivist, under the Governance Committee.
Conflict of Interest Policy
ARCS takes all appropriate measures to identify and eliminate conflicts of interests in its operations. Procedures are developed and implemented by the Governance Committee to ensure transparent and ethical behavior in the conduct of ARCS’ business.
I. Application of Policy
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, hereinafter referred to as “interested parties.”
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 Governance Committee establishes 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.