ARTICLE I - NAME
The name by which this corporation shall be known in law is ACT CONSULTANTS ASSOCIATION (herein "Association").
ARTICLE II - OFFICES
The principal office of the Association shall be established and maintained at such place as the Association Board of Directors may from time to time determine. A statutory office of the Association shall be maintained in the City of Wilmington, County of New Castle, State of Delaware, at the office of the Association designated registered agent in Delaware.
ARTICLE III - TERMS & DEFINITIONS
The term for which this Association is organized is perpetual.
"Association Certificate" is defined as the document verifying the successful passage of the ACTCA Examination in its entirety.
"Certificate Holder" shall mean any individual who has successfully passed the ACTCA Examination in its entirety.
"Association" is defined as the legal corporate entity of the ACT Consultants Association, Inc. Membership in the Association is defined in Article VI herein.
"State" shall mean any political subdivision of the United States, including any State, commonwealth, territory, dependency, and the District of Columbia, which has a law regulating the profession of contact database consulting.
"State Board" shall mean the body legally authorized to examine, register, or discipline contact database consultants.
"Provincial Board" shall include other jurisdictions and territories of Canada.
"Member Board" shall mean a State Board, Provincial Board or self-regulatory agency which is a member of the Association.
"Association of Delegates" is the body of Official Delegates appointed by the Member Boards of the Association pursuant to Article VII herein.
"Association Board of Directors" is the governing body of the Association, and the Association Board of Directors shall manage the activities and affairs of the Association. The members of the Association Board of Directors are nominated and appointed pursuant to Article IX herein.
"Examination" shall mean the examination(s) developed and administered by the Association to determine minimum competency in the practice of contact database consulting.
ARTICLE IV - PURPOSES AND POWERS
A. To aid and assist Member Boards and the general public in safeguarding the health, safety and welfare of the public.
B. To aid and assist Member Boards and the general public by establishing and administering an examination to determine which practitioners of contact database consulting shall be certified by the Association as practitioners competent to practice in the field of contact database consulting. To study and present new plans, programs and guidelines for new legislation relative to the practice of contact database consulting as well as plans, programs and guidelines for recommended codes of conduct and recommended practices to be subscribed to by practitioners in the field of contact database consulting, and to make all of the same available to the public. To aid and assist the general public by establishing and administering an on-going certification program for practitioners in the field of contact database consulting.
C. To serve as a forum for members of contact database consulting licensing/registration/certification boards in the United States and Provincial Boards of management for contact database consultants in Canada, and to compile, verify and maintain records of those persons who become licensed/registered/certified in order to facilitate reciprocal registration for contact database consultants in the various states and provinces.
D. The above enumeration of specific purposes shall not be construed as limiting or restricting in any way the undertaking of such functions as shall advance the general purposes enumerated.
E. The Association shall have all powers conferred upon a non-profit, non-stock corporation by the laws of the State of Delaware.
ARTICLE V - NON-PROFIT STATUS
A. The Association shall not have authority to issue capital stock, is not organized for profit and no part of its net earnings shall inure to the benefit of any private member or individual. Upon any dissolution of the Association, all of its property and assets, tangible and intangible, after payment, satisfaction and discharge of all its liabilities and obligations, shall be distributed as the Association Board of Directors may determine to such one or more organizations with objects and purposes similar to those of the Association in accordance with the laws of the State of Delaware.
B. The purposes for which this Association is formed are to be promoted, transacted, and carried on without pecuniary profit.
ARTICLE VI - MEMBERSHIP
Section 1. Members
The membership of the Association shall be the legally constituted Member Boards in good standing with the Association. Membership in the Association shall be attained through approval by the Association of Delegates. Application shall be made upon forms furnished by the Association. The applicant shall provide the names and addresses of the members of the state/provincial boards and other required information; provide two copies of the law relating to the regulation of the profession of contact database consulting and the rules adopted by the state/provincial boards adopted by these respective entities for administering the same. All members in good standing shall have equal rights and powers.
Membership in the Association shall be confined to:
A. State Boards, Provincial Boards and self-regulatory organizations duly established by law in the United States and Canada for the licensing, certification or registration of contact database consultants, provided such boards utilize, as part of their criteria for such licensing, certification or registration, the examination produced and promulgated by the Association for testing contact database consultants.
B. Membership shall be limited to such organizations as are admitted to membership by majority approval of the Association of Delegates. In considering any application for admission to membership, the Association of Delegates shall give due regard to:
i. The aims and purposes of the Association.
ii. The prior and current activities of the applicant.
iii. The applicant’s standards for admission of its contact database consulting members.
iv. Whether such activities and standards of the applicant make it in the best interest of the Association that such applicant be admitted to membership in the Association.
Section 2. Removal
If, after written notification from the Association Board of Directors, a Member Board fails to pay its dues or other financial obligations to the Association or shall persistently refuse to abide by these Bylaws or the policies enacted by the Association, the Association Board of Directors may recommend to the Association that such Member Board be removed from Association membership. Upon such recommendation, the Member Board may be removed from membership in the Association by an affirmative vote of not less than two-thirds of all Members Boards voting at an annual meeting where a quorum is present.
ARTICLE VII - ASSOCIATION OF DELEGATES
Section 1. Delegates and Credentials
A. An Official Delegate shall be appointed to the Association of Delegates by each Member Board and shall serve until his/her successor is nominated and duly appointed by the Member Board.
B. The Official Delegate appointed to the Association of Delegates must be an ACTCA certificate holder. However, in the event a Member Board does not have a ACTCA certificate holder to appoint to the Association of Delegates, then a non-certificate holder would be allowed, and encouraged, to participate on the Association of Delegates. A non-certificate holder delegate is not eligible for nomination to the Association Board of Directors.
C. An Official Delegate may not serve concurrently as both an Official Delegate and a Director of the Association.
D. Each Member Board admitted under Article VI, 1, A is entitled to be represented at meetings of the Association by one or more representatives of that Member Board. A Member Board may be represented by as many representatives as are able to attend, but only one vote may be cast for each Member Board by its Official Delegate.
E. An Alternate Official Delegate may be named by written notice from the Member Board to the Association Board of Directors prior to the commencement of the Annual Meeting.
In the event that a voting Delegate is unable
to be present for all or part of the Annual Meeting or Special Meeting,
that Delegate may assign voting to the Alternate Official Delegate for
all or part of the Annual Meeting.
Section 2. Annual Meeting
At the discretion of the Association Board of Directors, the Association of Delegates shall meet annually to discuss issues of common concern and to make policy recommendations to the Association Board of Directors. The time and place shall be determined by the Association Board of Directors. Notice of the meeting shall be mailed to the Member Boards at least 10 days, but not more than 150 days before the scheduled date of such meeting and shall set forth the date, time and place of such meeting. The Executive Vice President shall ensure that the minutes of the meeting are recorded.
Section 3. Special Meetings
Special meetings of the Association may be called by the President, with the approval of the Association Board of Directors, or by a majority of the Member Boards. The Bylaws pertaining to notification for and procedures and conduct of business of Annual Meetings shall apply to Special Meetings.
Section 4. Quorum
A quorum for the transaction of business at the Annual Meeting of the Association shall be the majority of the members represented by their Official Delegate.
Section 5. Resolutions & Other Motions
Resolutions are the substantive matters placed on the agenda for a meeting of the Association in accordance with this section. All resolutions to be considered at the Annual Meeting of the Association, except those submitted by special committees, shall be submitted to the Association Board of Directors not less than 90 days prior to the Annual Meeting. The Association Board of Directors shall review each resolution for conformity with the Association Bylaws and may recommend to the author of any resolution of such changes as are deemed advisable for the purpose of compliance, consistency, clarity and to avoid duplication. The Executive Vice President shall publish and distribute all resolutions to the Member Boards not less than 60 days prior to the Annual Meeting. If the Association Board of Directors takes a position on any resolution, they shall provide a position statement to be published with the resolution.
Only Member Boards and the Association Board of Directors may offer resolutions to be presented at a meeting of the Association, amendments to resolutions to be presented at a meeting of the Association or amendments to resolutions so presented. All other motions permitted under Robert’s Rules of Order may be made by any delegate or Association officer or director.
Section 6. Order of Business
An agenda outlining the order of business shall be prepared for all Association meetings. The agenda shall be prepared under the direction of the Association Board of Directors, and printed and mailed to all Member Boards at least 30 days before the date set for the particular meeting.
Section 7. Rules of Order
The Association shall be governed by Robert’s Rules of Order when not in conflict with the Bylaws of the Association.
Section 8. Voting
The affirmative vote of two-thirds of all Member Boards is required to pass any amendment to these Bylaws or to remove any Member Board from membership in the Association. The affirmative vote of the majority of all Member Boards is required to pass any other resolution. Except as noted in Article IX, Section 5, with regard to the election of Directors, voting upon all other issues shall require the quantum of vote set forth in Robert’s Rules of Order. There shall be no voting by proxy.
Section 9. Advisory Votes by Letter Ballot.
The Association Board of Directors may from time to time submit an issue or question to the Member Boards for an advisory vote by letter ballot, provided the subject matter and the ballot have been officially submitted in writing to the Member Boards 60 days prior to a date set therein for final receipt of ballots. Only ballots returned in the prescribed time will be counted.
Section 10. Other Participants
Association Officers and Directors, Member Board staffs, when designated in writing by their Member Boards, persons designated by the Association Board of Directors, and persons designated by the presiding officer shall have the privilege of the floor at Association meetings and may take part in the discussion and perform all functions of the Official Delegates except to vote, or, except as provided in Article VII, Section 5, with respect to Officers and Directors, to initiate action.
ARTICLE VIII - OFFICERS
Section 1. Officers
The Officers of the Association shall be a President and a President-Elect, who shall be elected by the Association Board of Directors, a Past-President from the immediate proceeding year, and an Executive Vice President, who shall be appointed by the President and approved by a majority vote of the Association Board of Directors.
Section 2. Qualifications and Limitations
To be eligible for an elective office a person shall be:
A. A licensed, certified and/or registered contact database consultant if domiciled or employed in a jurisdiction where contact database consulting is regulated.
B. An ACTCA Certificate Holder in good standing.
C. A member of the Association of Delegates for at least two (2) years within the five years preceding the commencement of the Officer’s term.
D. A member or past member of a Member Board and, in the case of Member Boards regulating professions in addition to the profession of contact database consulting, a member of the contact database consulting section of the Member Board.
Section 3. Nomination of Elective Officers
A nominating committee shall be composed of a chairperson and two other Certificate Holders with knowledge of the Association’s history and leadership pool. Nominating Committee members shall be ineligible for nomination to office. The Nominating Committee shall identify a single nominee for each office and shall follow established procedures for selecting candidates pursuant to the Association’s Policy Manual.
Section 4. Election of Officers
The Association Board of Directors, by the affirmative vote of at least four (4) Directors, must approve the candidate for President-Elect. The Nominating Committee shall resubmit a revised ballot until a candidate for President-Elect is approved by four (4) Directors.
Section 5. Terms of Office
The President shall serve for a term of one year commencing on the first day of the Association’s Administrative Calendar year, and ending on the last day of the Association’s Administrative Calendar year for the ensuing year. The President may not be elected to serve consecutive terms, however, an individual may serve for more than one term.
The President-Elect is the successor to the President and shall serve as President-Elect for a one-year term before taking the office of the President.
The Past-President shall serve for a one-year term immediately after completing his/her term as President.
The Executive Vice President shall serve until he/she resigns or the Association Board of Directors, by four-fifths vote, agrees to terminate the Executive Vice President in accordance with any written agreement between the Association and the Executive Vice President, or, if no written agreement, with or without cause.
Section 6. Vacancies
A vacancy in the office of the President shall be filled by the President-Elect who shall complete the remaining term and fulfill his/her scheduled term the following year. In the event of a vacancy in the office of President-Elect, the Association Board of Directors shall appoint a qualified individual from the pool of eligible candidates, who meet the established criteria for President set forth in Section 2 above, to serve as President-Elect for the remaining term.
The Association Board of Directors, by unanimous vote, may remove a President or President-Elect or Past-President from office with or without cause.
Section 7. The President
The President shall:
A. Be the Chief Executive Officer of the Association.
B. Preside at all meetings of the Association Board of Directors or of the Association of Delegates.
C. Be charged with the general supervision of the affairs of the Association.
D. Be an ex-officio member of all committees of the Association.
E. See to it that all orders and resolutions of the Association Board of Directors are carried into effect.
F. Interpret these Bylaws and the Rules of Order in the conduct of meetings and the ruling shall govern.
G. Not serve as President while concurrently holding any national executive office in any other organization which operates on a national or provincial basis, whose membership is comprised primarily of contact database consultants.
H. At the discretion of the Association Board of Directors, and the finances of the Association permitting, be paid an honorarium in recognition of service as an Officer of the Association.
Be a non-voting member of the Association
Board of Directors.
Section 8. The President-Elect
The President-Elect shall:
A. In the absence or incapacity of the President, exercise the duties of and possess all the powers of the President.
B. Oversee the receipt and disbursement of all funds of the Association.
C. Work with the Executive Vice President in the development of a proposed budget for the Association Board of Directors review and approval.
D. Make recommendations regarding investments for the Association’s funds.
E. Ensure accurate record-keeping of the Association’s accounts and financial activities.
Oversee the strategic planning process for
the Association.
Attend all Association Board of Directors and Association of Delegates
meetings.
Be a non-voting member of the Association Board of Directors.
Section 9. The Past-President
The Past-President shall serve as an advisor to the Board of Directors and provide historical knowledge and guidance.
Section 10. The Executive Vice President
The Executive Vice President shall, subject to the control of the Association Board of Directors, supervise, control, oversee and manage the day-to-day operations of the Association.
The Executive Vice President shall preside over meetings of the Officers and serves as ex-officio on the Association Board of Directors offering counsel and recommendations pursuant to the implementation of the Association’s policies, guidelines, procedures and projects.
Section 10. Contracts and Disbursements
The Association Board of Directors may authorize any Officer(s) or agent(s) to enter into any contracts to execute and deliver any instrument, or to acknowledge any instrument required by law to be acknowledged in the name of and on behalf of the Association. Such authority may be general or confined to specific instances, but the appointment of any person other than an Officer should be made by instrument in writing. When the Association Board of Directors authorizes the execution of any other instrument in the name of and on behalf of the Association, without specifying the executing Officers(s), the President, President-Elect or the Executive Vice President may execute the same.
All checks, drafts, or other orders for the prompt payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be by such Officer(s) of the Association and in such manner as shall from time to time be determined by resolution of the Association Board of Directors.
ARTICLE IX - THE ASSOCIATION BOARD OF DIRECTORS
Section 1. Membership
The Association Board of Directors shall be composed of the Officers of the Association as designated in Section 1, Article VIII, and five (5) Directors.
Section 2. Qualifications and Limitations
To be eligible for election to the Association Board of Directors, four (4) out of five (5) individuals shall be:
A. A licensed, certified and/or registered contact database consultant if domiciled or employed in a jurisdiction where contact database consulting is regulated.
B. An ACTCA Certificate Holder in good standing.
C. A member of the Association of Delegates for at least two (2) years within the five years preceding the commencement of the Director’s term.
D. A member or past member of a Member Board and, in the case of Member Boards regulating professions in addition to the profession of contact database consulting, a member of the contact database consulting section of the Member Board.
Items C. and D. may be waived for up to two (2) positions on the Association Board of Directors at the discretion of the Nominating Committee.
Elected Directors shall serve without compensation.
Commencing January 1, 2000, one of the Directors shall be a representative of the public. The public representative shall not be, nor have been, an contact database consulting practitioner or contact database consulting educator. This Director shall represent the public’s interest as a consumer of contact database consulting professional services.
Section 3. Terms of Office
A Director shall serve for a two year term, unless terminated or unable to fulfill his/her term, or to complete a term of office to replace a Director prior to completion of a full term of office. A Director may serve on the Association Board of Directors for a total of three terms, which may be, but are not required to be consecutive.
Directors’ terms shall be staggered. Two (2) Directors’ terms will expire in odd-numbered years and three (3) Directors’ terms will expire in even-numbered years ensuring a continuity to the Association Board of Directors.
Section 4. Nomination of Directors
A nominating committee shall be composed of a chairperson and two other Certificate Holders with knowledge of the Association’s history and leadership pool. Nominating Committee members shall be ineligible for nomination to the Association Board of Directors. The Nominating Committee shall identify a single nominee for each Director position and shall follow established procedures for selecting candidates pursuant to the Association’s Policy Manual.
Section 5. Election of Directors
The Association of Delegates, by the affirmative vote of two-thirds of all Member Board casting ballots must approve a candidate for the Association Board of Directors. The Nominating Committee shall resubmit alternate candidates until the nominee is approved by two-thirds of the Association of Delegates casting ballots.
Section 6. Vacancies
In the event a Director is terminated with or without cause, or is unable to fulfill his/her term, the Association Board of Directors shall appoint a qualified Director from the Association of Delegates or if the Director is the Public Member, the Association Board of Directors shall appoint a qualified Public Member to serve the remaining term. Appointments must be made within 60 days from the date of vacancy.
Section 7. Removal
The Association of Delegates, by two-thirds vote of all Member Boards, may remove a Director, with or without cause.
Section 8. Duties
The activities and affairs of the Association shall be managed by the Association Board of Directors which shall have the right and authority to manage the affairs, property and funds of the Association and all policies of the Association. All actions taken by the Association or activities undertaken by the Association, except for Bylaw amendments, election of Directors and admission/removal of Member Boards, require the approval of the Association Board of Directors.
The Association Board of Directors shall exercise all authority, rights, and powers granted to it by the laws of the State of Delaware and shall perform all duties required by said laws and these Bylaws, in accordance therewith. It shall not delegate any of the authority, rights, or power or any other duties imposed upon it by these Bylaws or otherwise, unless said delegation is specifically provided for in these Bylaws.
Section 9. Meetings of the Association Board of Directors
The Association Board of Directors shall actually meet in regular or special meetings in order to transact business. Any agreement made, or action taken by the Association Board of Directors unanimously or otherwise, outside of such a meeting, shall not constitute or be an action of the Association Board of Directors or the Association, nor shall it be binding on any Director.
Regular meetings of the Association Board of Directors shall be held at such time and place as the Board may determine. Special meetings of the Board of Directors may be called by the President at his/her discretion at any time, but it shall be the duty of the President to call such a meeting at any time that he/she is requested to do so by the written request of five members of the Association Board of Directors who shall specify therein the purposes of such special meeting. Notice of any special meeting shall state the purpose or purposes thereof and no other business shall be transacted at any such special meeting. Not less than five days notice of any regular or special meeting shall be given to each Director by mail, telefax, wire, or computer communications (e-mail) with return receipt requested, in each instance specifying time and place of the meeting and where required the special purpose or purposes thereof.
Except as set forth below, the Association Board of Directors must actually meet to act on behalf of the Association. The President and/or President-Elect and three (3) Directors must be present for any regular or special meeting of the Association Board of Directors. The Executive Vice President shall ensure that the Minutes of all meetings of the Association Board of Directors are recorded. In the absence of the Executive Vice President, the President shall designate one of the Directors to ensure that the minutes of all meetings of the Association Board of Directors shall be recorded.
Whenever, in the judgment of the President, business of the Association so requires, the Association Board of Directors shall be authorized to meet by utilizing telephone or video conferencing facilities. All members of the Board, shall be given at least two days prior notice of any such meeting, with such notice to be given either by telephone, fax, wire, or computer communications (e-mail) with return receipt requested. The Executive Vice President or his/her designee shall participate in any such telephone or video conference unless such conference is deemed by the President to be confidential. The Executive Vice President shall ensure that the written minutes of such telephone or video conferences shall promptly thereafter be distributed to all members of the Association Board of Directors.
Each Director shall be entitled to one vote at any regular, telephone or video conference or special meeting of the Association Board of Directors, and any action taken by the Association Board of Directors shall require the affirmative approval of three (3) Directors who are present and voting.
At all meetings of the Association Board of Directors, the President, or in his/her absence, the President-Elect shall preside.
ARTICLE X - COMMITTEES
Section 1. Authorization and Appointment of Committees
Committees may be established to perform services for the Association. The Association Board of Directors, upon a majority vote, shall create such committees and task forces that it deems in its own discretion appropriate; however, there shall always be a Nominating Committee.
The President shall appoint the committee and task force chairs.
The Association Board of Directors may delegate to any of its officers the authority to supervise the work of any of the committees. The President shall have the power to make appointments of any unfulfilled or vacant committee membership.
The Association Board of Directors may at any time discontinue a committee, other than a standing committee established in the Bylaws, or make any changes in a committee’s personnel without regard to the terms of appointment of the committee members.
Section 2. Reports of Committees
Each committee shall report in writing annually to the Association Board of Directors at least 90 days prior to the Annual Meeting for inclusion in the Pre-Annual Meeting Report and, further, shall make interim reports to the Association Board of Directors as directed. Such reports shall be filed with the President with a copy to the Executive Vice President.
Section 3. General Procedure of Committees
Every committee shall perform in accordance with these Bylaws and with the directions of the Association Board of Directors. With the approval of the Association Board of Directors, every committee may call and hold meetings and meet with other organizations or their representatives. No committee, or any member or chairperson thereof, shall incur financial obligations unless funds have been properly appropriated therefor and specific authorization has been given by the Association Board of Directors. No member or chairperson, or any committee, shall contract, bind,
commit, encumber or represent the Association orally or otherwise to any matter unless specifically authorized to do so.
Section 4. Terms of Committee Appointments
The term of committee appointments shall expire at the end of the calendar year during which the appointment was made, except as otherwise directed by the Association Board of Directors.
Section 5. Standing Committees
The following committees are hereby authorized as basic to proper functioning of the Association:
A. Nominating Committee
The committee shall be responsible for providing a slate of officers and directors as required in these Bylaws and pursuant to the Nominating Committee policies and guidelines.
B. Examinations Committee
The committee shall be responsible for the development and grading of the examinations, the improvement of the process and other duties as determined by the Association Board of Directors. The Chair of this committee must be a Certificate Holder, and shall be a licensed, registered or certified contact database consultant if domiciled or employed in a jurisdiction where contact database consulting is regulated.
C. Finance Committee
The committee shall review the strategic plan of the Association and develop the annual work plan and budget for presentation to the Association Board of Directors. The committee is also responsible for monitoring all financial matters, including investments. The committee shall perform other duties as determined by the Association Board of Directors.
D. Policies and Procedures Committee
The committee shall review and recommend changes where appropriate to the policies and procedures of the Association and shall perform other duties as determined by the Association Board of Directors.
Section 6. Committees of Special and Limited Function
Such committees may be appointed from time to time to perform special and limited functions as assigned. The committee members shall be appointed by the President.
ARTICLE XI - ASSOCIATION SERVICES TO MEMBER BOARDS
In order to accomplish the objectives of this Association, as stated in Article IV of these Bylaws, as a recognition of the privilege and responsibility of membership in the Association, every Member Board shall be required to accept the actions and decisions of the Association and Association Board of Directors. This acceptance shall extend to all of the following Association services provided to Member Boards to the greatest extent permitted within the context of their individual state/provincial laws.
A Member Board that does not adhere to the Association Bylaws, upon action taken by the Association, may have its membership rights revoked and no longer be entitled to any Association services or other rights and privileges of membership in the Association. The Association shall retain all membership dues paid by such Member Board.
Section 1. Examination
The Association shall produce examinations designed to test the knowledge, skills and abilities required for the competent practice in contact database consulting and shall issue appropriate description material on the examination for use by the Member Boards and candidates. The procedures and fees shall be established by the Association Board of Directors.
Section 2. Association Certificates
The Association Certificate carries the recommendation that an applicant, because of having demonstrated minimum competency by passing the Examination, be accorded favorable consideration by any Member Board to which that person may apply for registration or membership.
Section 3. Forms and Documents
In order to ensure uniformity in the reporting of an applicant’s education, experience, registration (if applicable), and other necessary supporting data for determining eligibility for examination or reciprocal licensure, the Association shall study, prepare, and distribute forms and documents appropriate for use by the Association, Member Boards and applicants.
Section 4. Research
The Association, through work of committees, shall engage in research pertinent to all matters relating to legal registration of contact database consultants and the practice of the profession of contact database consulting.
XII - ASSOCIATION SERVICES TO MEMBERS OF THE CONTACT DATABASE CONSULTING PROFESSION
Section 1. Association Record Maintenance
The Association shall endeavor to maintain an active data bank of Certificate Holders. Fees for this record maintenance are established by the Association Board of Directors and are due on an annual basis. Applicants neglecting to remit annual record maintenance fees waive maintaining a current record.
Section 2. Association Certificate
Candidates who successfully complete the Examination receive a certificate attesting to same. Upon request by the applicant and payment of the fee stipulated, the Association will forward confirmation to any Member Board that the applicant is a Certificate Holder, provided that the Certificate Holder has maintained a current record.
Certificate Holders not maintaining a current record with the Association will waive the right for the Association to verify that the applicant is a Certificate Holder.
Section 3. Continuing Education Registry
An active data base is maintained relative to an contact database consultant’s participation in continuing education programs. Transcripts are provided to those contact database consultants registering courses with the Association. Fees for this registry are established by the Association Board of Directors.
ARTICLE XIV - FINANCES, FUNDS, ACCOUNTING AND INVESTMENTS
Section 1. Dues and Fees
A. Membership Dues. The annual membership dues from each Member Board shall be established by the Association Board of Directors.
B. Fees. The fees for Association services and products shall be established by the Association Board of Directors.
Section 2. Operating Fund
A. All dues from Member Boards and all other receipts from activities of the Association shall be placed in the operating fund of the Association. The operating fund of the Association shall
be administered by the President-Elect who, with the approval of the Association Board of Directors, may delegate certain responsibilities.
B. General Budget. As soon as feasible prior to the Annual Meeting, the Association Board of Directors shall adopt a general budget which shall show the anticipated income and expenditures for the next fiscal year. The budget shall show in detail:
1. The anticipated gross income and net income from all sources during the fiscal year; and
2. The expenditures estimated as incidental and necessary to pay all costs and expenditures of publishing, printing and distributing documents and literature; all costs and expenses of developing, establishing, conducting, directing, supervising, administering, and carrying on the activities and affairs of the Association in a proper, diligent, and efficient manner.
C. Authority to Expend and Disburse Money. No Officer, Director, committee or employee of the Association shall have the right, authority or power to expend any money of the Association, to incur any liability for and on its behalf, or to make any commitment which will or may be deemed to bind the Association in any expense or financial liability, unless such expenditure, liability or commitment has been properly incorporated into the budget and authorized by the Association Board of Directors in the manner herein set forth, and the Association Board of Directors has made an appropriation to pay the same. All checks shall be signed by an authorized representative or representatives as directed by the Association Board of Directors.
D. Fiscal Year. The fiscal year and the administrative year of the Association, which may or may not be concurrent, shall be determined by the Association Board of Directors.
Section 3. Securities and Investments
The Association Board of Directors shall have charge of the investment of all funds of the Association not held in its operating fund. It shall sell, purchase, transfer, and convey securities and exercise all rights of proxy, or participation in reorganizations, of depositing securities and similar rights of the Association with respect to its securities, or it may authorize such purchase, sales, transfers, conveyances and the exercise of any or all of said right.
The members of the Association Board of Directors shall not be personally liable for any decrease of capital, surplus, income, balance, or reserve of any fund or account resulting from any of their acts performed in good faith. The accounts of such investments shall be incorporated into the annual report to the Association.
ARTICLE XIV - INDEMNIFICATION
A. To fullest extent permitted by law, and in accordance with the terms and conditions stated herein, the Association agrees to defend and indemnify all present, former and hereafter Officers, Directors, and committee members (and his/her heirs, executors and administrators) from and against all claims, liabilities, judgments, settlements, costs and expenses, including all reasonable attorneys' fees, imposed upon or reasonably incurred by him/her in connection with or resulting from any action, suit, proceeding or claim to which he/she is or may be made a party by reason of his/her being or having been an Officer, Director or committee member of the Association (whether or not a Director or Officer at the time such costs or expenses are incurred by or imposed upon him/her), except in relation to matters as to which he/she shall have been finally judged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of such duties as Director, Officer or committee member.
B. As a condition precedent to any defense and/or indemnification the individual seeking indemnification must provide written notification to the Association within 15 calendar days after notice of said action, suit, proceeding or claim. At the time of written notice to the Association, the Association shall, in its sole discretion, have the right to either appoint an independent counsel to take over the defense of the claim, pursuant to the approval by the Association Board of Directors and any insurance carrier, or deny a defense to the individual at that time and reimburse the individual after final judgment, if so required.
C. In the event of a settlement, the indemnification shall be made only if the Association shall be advised by independent counsel to be appointed by the Association Board of Directors, that in the independent counsel’s opinion such Director, Officer or committee member was not guilty of gross negligence or willful misconduct in the performance of his/her duty, and in the event of a settlement, that such settlement was or is in the best interest of the Association.
ARTICLE XV - AMENDMENTS
These Bylaws may be amended at any special or annual meeting of the Association by resolution submitted to the Member Boards not less than 30 days prior to the meeting at which the resolution is to be considered. An affirmative vote by not less than two-thirds of the Member Boards shall be required to secure adoption of any amendment to these Bylaws. There shall be no voting by proxy. All amendments so adopted shall become effective immediately, unless otherwise specified.