REVISIONS TO
BYLAWS
MARCH 2003
Compensation
Association
Section
1 - Name
A. The name of this corporation is ARKANSAS COMPENSATION ASSOCIATION,
and, in these by-laws, may be referred to as the Association.
B. The corporation name may be represented by a logogram approved by
the Board of Directors.
Section
2 - Location
A.
The
Association shall have and continuously maintain in
B.
The
Association may have other offices within the State of
ARTICLE II
PURPOSES AND
POWERS
Section
1 - Purposes
A.
The purposes
of the Association shall be exclusively educational, scientific and charitable
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954,
as amended and supplemented, and in furtherance thereof to provide for
education and improvement of skills of members of the Association in the area
of compensation practices, to provide for the advancement of knowledge in the
compensation field, and to conduct meetings, programs, research and other
activities in furtherance of the above.
B.
To achieve its
purposes, the Association defines the field of compensation as those activities
involving any and all aspects of employee remuneration including, but not
limited to, wages, salaries, employee benefits, innovative pay and record
systems, performance appraisals, perquisite, remuneration information systems,
and the field of employee motivation, morale and behavior as related to
compensation.
Section
2 - Powers
A.
The
Association shall have such powers as are now or may
hereafter be granted by the General Not-For-Profit Corporation Act of the State
of
B.
The
Association shall not engage, other than as an insubstantial part of its
activities, in attempting to influence legislation by propaganda or otherwise
or participating in or intervening in any political campaign on behalf of or in
opposition to any candidate for public office or in any activities which are
not in furtherance of its educational, scientific and charitable purposes.
ARTICLE III
MEMBERSHIP
Section
1 - General
A.
Membership in
the Association is on a per company basis.
Membership is restricted to individuals engaged in one or more
activities in the field of compensation as defined in ARTICLE II, Section 1, B.
B.
Individuals so
engaged may be either operating or consulting practitioners, as hereinafter
defined, and shall be treated as a single class of members except as provided
in ARTICLE VII and VIII.
1.
An Operating
Practitioner shall be defined as any executive or staff personnel engaged in
establishing, executing, administering or applying compensation practices to
the employees of such practitioner’s employer.
2.
A Consulting
Practitioner shall be defined as any individual engaged in providing advice or
services in the field of compensation on a fee basis to an employer who is
other than the practitioner’s employer.
C.
Membership in
the Association shall not be denied for any reasons of age, race, religion,
sex, national origin or disability.
Section
2 - Application for Membership
A.
Application
for Membership shall be made by filling out the form prescribed by the Board of
Directors.
B.
Each
application for membership must be accompanied by payment of the full amount of
annual dues.
C.
Membership in
the Association is not transferable for any purposes.
Section
3 - Voting Rights
Each
Member shall be entitled to one (1) vote on each matter submitted to a vote of
the members.
Section
4 - Maintenance of Membership
To
maintain membership in the Association, an individual must continue to be
eligible as defined in ARTICLE II, Section 1, and subject to the conditions
indicated in ARTICLE V, Section 1.
Section
5 - Membership Roll
A
membership roll containing the name, address and such other pertinent data, as
authorized by the Board of Directors, of each member shall be maintained by the
Association. This roll, which may be in
card form, shall be conclusive as to which persons are members for the purposes
of notice and determining who is entitled to vote.
Section
1 - Resignation
Formal
resignation of any member, not under charge, may be accomplished at any time by
a letter to the Board of Directors.
Section
2 - Ineligibility
A
member who becomes ineligible for membership by reason of a change in status,
which causes the member to no longer meet the requirements of ARTICLE III,
Section 1, may continue as a member of the Association - - but not in the
capacity of any Officer or Director - - through the remainder of the fiscal
year, at the end of which time membership will terminate.
Section
3 - Suspension or Expulsion
Members
may be suspended or expelled for good reason after a hearing by the Board of
Directors. There shall be no recourse
from the Board of Directors. The name of
an expelled member shall be stricken from the membership roll and such expelled
member shall be ineligible for reinstatement to membership. Examples of reasons for suspension or
expulsion may include, but are not limited to the following: misrepresentation of funds, violation of laws
or by-laws, lobbying in the organization’s name.
Section 4 -
Reinstatement
An individual whose membership has
terminated, except for termination due to expulsion, may apply for
reinstatement to member status.
Application for reinstatement to membership shall follow the same
procedure prescribed for an individual who has not previously been a member.
Section
1 - Membership Dues
A.
Membership
dues in the amount as determined by the Board of Directors shall be paid
annually by each member as a condition of membership.
B.
Dues shall be
payable in advance for each fiscal year of the Association or in such other
manner as the Board of Directors shall prescribe; provided however, that dues
shall be due and payable with any application for membership.
C.
Dues for new
memberships which become effective October 1 through December 31 of any year
will satisfy dues requirements both for the year in which they are paid and for
the following year.
D.
Dues shall not
be prorated and no refund of dues paid shall be made for any reason except as
provided by ARTICLE III, Section 2, C.
Section
2 - Fiscal Year
The
fiscal year of the Association shall begin on January 1 and end on December 31
of each year.
Section
1 - Membership Meetings
There
shall be a regular meeting of the members at such time and place as designated
by the Board of Directors for the transaction of such business as may come
before the meeting. At the direction of
the Board of Directors a meeting may be canceled.
Section 2 - Special Meetings
Special meetings of the members may be called by the Board
of Directors, the President, or upon the written and signed request, stating
briefly the purpose thereof, of ten percent (10%) or more of the membership.
Section
3 - Notice of Meetings
Written
or printed notice stating the place, day and hour of the meeting, and in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered, either personally, by mail or to each member
entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail and addressed to the member at the address as it appears on
the membership roll of the Association, with postage paid thereon.
Section
4 - Quorum
Ten percent (10%) of the membership must be present in
person to constitute a quorum for the transaction of business at a meeting of
the members.
ARTICLE VII
BOARD OF
DIRECTORS AND OFFICERS
A.
The control
and management of the Association and its property shall be vested in the Board
of Directors.
B.
The Board of
Directors shall consist of five (5) Officers and two (2) elected Directors.
C.
The Board of
Directors, acting as the executive policy making group, will study the Association and make recommendations to the
membership on internal and external affairs of the Association that are outside
the authority vested in the Board of Directors by the laws of the State of
Arkansas and these by-laws.
D.
The Board of
Directors shall be responsible for the formulation and interpretation of the
Association’s by-laws.
E.
The Board of
Directors shall be responsible for maintaining the continuity of the
Association and for furthering the long range purposes of the Association.
F.
The Board of
Directors shall secure an annual audit of the books of the Association.
G.
The Board of
Directors shall appoint a President, pro tempore, from the remaining members of
the Board of Directors in the event that both the President and the Vice
President of Programs are absent or unable to perform their duties.
H.
Election of
Directors and Officers shall be prescribed in ARTICLE VIII.
The
Board of Directors shall consist of:
President
Vice President of Programs/President-Elect
Vice President of Membership
Treasurer
Secretary
General Director
Director of Association Services
The
President of the Association shall
·
serve for a
minimum of one (1) year;
·
preside at all
meetings of the membership and call such meetings in the manner provided
herein;
·
shall appoint,
with the approval of the Board of Directors, the Chairpersons and/or members of
all standing or special committees;
·
shall serve as ex officio member of all committees; and shall
perform generally all duties usually incident to such office, as well as other
duties as may be required by the Board of Directors.
·
shall have the authority to call meetings of the Board of
Directors as warranted.
The
Vice President of Programs shall be responsible for
·
serve for a
minimum of one (1) year;
·
providing a
program at each regular meeting and/or special meeting of the membership which
shall be educational and/or informative in nature and congruent with the goals
and purposes of the Association;
·
serve as
sergeant-at-arms in assuring meeting arrangements and facilities;
·
shall serve as
“greeter” at each meeting;
·
shall serve as
Chairperson of the Programs Committee;
·
serve as
spokesperson for the Association;
·
shall perform
such other duties as may be assigned from time to time by the President or the
Board of Directors;
·
record
attendance at regular and/or special meetings;
·
Shall perform
the duties of President in the event of the absence, disability or
disqualification of the President;
·
prepare and assure publication of meeting dates, times and places.
The
Vice President of Membership shall
·
serve for a
minimum of one (1) year;
·
review all
applications for membership;
·
maintain
membership database;
·
publish
membership roster to members;
·
update ACA
website and check e-mail weekly;
·
shall perform such other duties as may be assigned from time to
time by the President or the Board of Directors.
The Treasurer shall
·
serve for a
minimum of two (2) years;
·
attend all
meetings of the Board of Directors and membership;
·
collect dues
for new and existing members and forward information to Vice President of
Membership & Public Relations;
·
shall be
responsible for the receipt of all funds paid to the Association and for
deposit of these funds in a banking institution designated by the Board of Directors;
·
shall disburse
funds of the Association through checks signed in a manner designated by the
Board of Directors for expenditures approved by Officers or others having the
authority granted by the Board of Directors to make such approvals;
·
shall keep
books of account and shall report on the financial status of the Association in
the manner and frequency designated by the Board of Directors;
·
shall furnish,
if required by the Board of Directors, a surety bond, at the expense of the
Association, in such amount as the Board of Directors may specify;
·
shall perform
generally all duties as may be assigned from time to time by the President or
the Board of Directors;
·
shall ensure a
minimum balance of $500 is maintained in the checking account;
·
secure two signatures for transfer of funds from Stephens Money
Market Account to checking account.
These signatures will be any two of the following: President, VP of Programs or Treasurer;
·
shall request board approval for any single transfer of funds over
$500 or transfers that total in aggregate more than $1,000 within a 30 day
period.
If the Treasurer is
temporarily unable or unwilling to act, a member of the Board of Directors
designated by the Board of Directors shall act in the capacity of Treasurer.
The
Secretary shall
·
serve for a
minimum of two (2) years;
·
attend all
meetings of the Board of Directors and meetings of the membership and shall
record the proceedings of such meetings;
·
shall be
responsible for keeping and maintaining all corporate records, documents and
papers;
·
shall act as
historian and parliamentarian for the Association;
·
shall perform
generally all duties usually incident to the office of Secretary;
·
shall perform generally all duties as may be assigned from time
to time by the President or the Board of Directors.
If
the Secretary is temporarily unable or unwilling to act at any meeting of the
Board of Directors or the membership, a Secretary Pro Tempore for the meeting
shall be selected by the presiding officer.
The
General Director shall
·
serve for a
minimum of two (2) year;
·
shall be
primarily concerned with representing the membership of the Association and
shall assist the Officers and Directors as needed;
·
shall perform
the duties of President in the event of the absence, disability or
disqualification of the President and Vice President of Programs;
·
shall serve as
Chair for the nominating committee;
·
shall serve as
counsel, advisor and ex officio member of all standing and special committees;
·
audit
committee
·
shall perform such other duties as may be assigned from time to
time by the President or the Board of Directors.
The
Director of Association Services shall
·
serve for a
minimum of one (1) year;
·
shall serve as
chair of the Survey Committee and/or facilitator for various surveys as
authorized by the Board of Directors;
·
shall perform such other duties as may be assigned from time to
time by the President or the Board of Directors.
Section
10 - Term of Office
The
terms are as follows:
President 1
year
Vice
President of Programs 1
year
Secretary 2
years
Treasurer 2
years
General
Director 2
years
Director
of Associate Services 1
year
Vice
President of Membership 1
year
Section
11 - Vacancies
In
the event of a vacancy in any Officer position or in any elected Directorship,
the Board of Directors may fill, by appointment, such vacancy for the unexpired
term of the office.
Section
12 - Meetings
The Board of Directors shall prescribe by resolution the conditions for meetings of the Board of Directors.
Section
13 - Quorum