BylawsARTICLE I - PURPOSE The purpose of the association shall be to exchange information and engage in programs and joint activities relating to the licensing of professionals, the education of professionals, including accreditation of schools, colleges and continuing education programs, and the improvement of reciprocal relations between the several licensing jurisdictions; to cooperate in solving the mutual problems of the participating associations and to engage in such further activities as the Board of Directors may determine, all for the purpose of improving the standards of the professions, the delivery of services and the improvement of services of the regulatory licensing agencies for the welfare and protection of the general public.
ARTICLE II - OFFICES The principle offices of the association shall be in a location determined by the Board of Directors.
ARTICLE III - MEMBERSHIP Section 1 - Classification and Qualifications a. Full (regular) members of this corporation shall be associations of regulatory boards and other not-for-profit associations determined by the board of directors to administer services and programs consistent with FARB’s tax status and public protection mission. Full member benefits extend to all Full member association staff, and association elected and appointed volunteer leaders. b. State/Commonwealth/Territory/District/Provincial members (referred to as State members) of this corporation shall be recognized at the State membership category with membership benefits extending to all regulatory board members, governmental agencies members, attorney general members and other state employees involved in the regulation of licensed professions or occupations of such State member. c. Governmental Agency members of this corporation shall be governmental agencies which oversee boards involved in the regulation of licensed professions or occupations. Governmental Agency member benefits extend to all agency staff and representative board attorney(s). d. Regulatory Board members of this corporation shall be governmental regulatory boards involved in the regulation of a licensed profession or occupation. Regulatory Board member benefits extend to all regulatory member board staff, current serving board members, and representative board attorney(s). e. Affiliate members of this corporation shall be non-governmental professional certifying or credentialing bodies or organizations. Affiliate member benefits extend to association/organization staff, and association/organization elected and appointed volunteer leaders. f. Supporting members of this corporation shall be companies, corporations and other entities that provide goods and services to associations of regulatory boards and their members. Supporting member benefits extend to one supporting member designated as the primary contact for purposes of member communications, and up to three additional member designated employees may attend/participate concurrently in FARB sponsored events at FARB preferred member rates. g. Individual members of this corporation shall be individuals who have an interest in the regulation of professions and/or occupations and desire to support the mission and goals of FARB. Member benefits are limited to the individual member. Section 2 - Annual Dues Each member, within ten (10) days of the commencement of the fiscal year, shall pay annual membership dues to the Executive Director of the association. Those associations, boards, and persons accepted for membership in the association at other times during the fiscal year shall pay a prorated amount of dues. Membership dues for all categories of membership shall be established by the Board of Directors. Section 3 - Termination of Membership The Board of Directors may, in appropriate cases, expel any member association, board or person whose dues are not timely received by this association.
ARTICLE IV - BOARD OF DIRECTORS Section 1 - Election, Term of Office, Vacancies 1. Election and designation procedures: Each full member association shall designate a Director of the association. At least twenty (20) days prior to the Board of Directors Annual Meeting date, each full member association shall advise the Executive Director of the association, in writing, of the name of its designee who will attend the annual meeting and serve as a Director. In the event a designated representative is unable to attend any meeting, the full member association may designate an alternate representative who shall have all the rights and powers of the original designated representative. Such designation shall be in writing and delivered to the Executive Director of the association. Associations of regulatory boards accepted for full membership in the association at other times during the fiscal year shall designate, in writing to the Executive Director of the association, the name of the designee who will serve as a Director. 2. Term of Office: A Director serves at the pleasure of the appointing member association. A Director may be removed from office at any time by affirmative vote of two-thirds (2/3) of the Directors. 3. Vacancies: Any vacancy on the Board of Directors shall be filled by a designee from the association originally designating said Director. Section 2 - Administration and Voting The property, affairs and business of the association shall be managed and controlled, and all corporate power shall be exercised by or under the authority of the Board of Directors. The Board of Directors shall have exclusive voting rights on all matters, except as provided in Article V of these Bylaws. Each Director shall have one (1) vote. A Director may not vote by proxie. Section 3 - Quorum and Procedures A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise required by statute or by the Articles of Incorporation or by these bylaws, the act of a majority of the Directors present at any meeting, at which a quorum is present, shall be an act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may, without notice other than announcement at the meeting, adjourn the meeting.
ARTICLE V - MEETINGS Section 1 - Annual Meeting The Board of Directors Annual Meeting shall be held in conjunction with the Annual FARB Forum and except as otherwise provided in these bylaws, forty-five (45) days-notice of the meeting shall be given. The Board of Directors may provide by resolution, the time and place for the holding of additional meetings of the Board of Directors without other notice than such resolution. Section 2 - Notice and Special Meetings Special meetings of the Board of Directors may be called by the President, or by a majority of the Directors. Such meetings may be held in person or by electronic means upon majority vote of the Board of Directors. The President shall make every attempt to provide reasonable notice of such meeting.
ARTICLE VI - ELECTION AND APPOINTMENT OF OFFICERS AND EMPLOYEES Section 1 - Officers There shall be three (3) officers of the association, a President, Vice-President and a Secretary-Treasurer. Section 2 - Election and Term of Office The Officers of the association, except Officers appointed pursuant to Section 3, shall be elected by a majority vote of the Board of Directors at any meeting of the Board of Directors. All Officer terms of office shall be two years or until their successors are duly elected or appointed. No individual may serve as an officer of the Board of Directors for more than two (2) consecutive terms in that office. Any officer or agent may be removed, with or without cause, by the Board of Directors at any meeting. Section 3 - Additional Officers, etc The Board of Directors may appoint such other officers and agents as it deems necessary, including one or more Assistant Secretary-Treasurers. Each appointee shall hold office, have such authority and perform such duties as provided in these bylaws or as determined by the Executive Committee. Section 4 - Committees The Board of Directors may establish committees as it deems necessary. Section 5 - Executive Director and Employees The Board of Directors may, in their discretion, hire an Executive Director and such other personnel as they deem necessary to carry out the functions of the association. The Board of Directors may determine the duties and responsibilities for any such Executive Director or other employee and may grant to the Executive Director ex-officio status on committees. Section 6 - President The President shall preside at all meetings of the association, and of the Board of Directors, and shall perform all duties incident to the office of President. Section 7 - Vice President In the absence of the President, the Vice President (in order of seniority as designated by the President if more than one Vice President) shall assume the duties and responsibilities of the President, and shall perform such other duties as may be assigned. Section 8 - Secretary-Treasurer The Secretary-Treasurer shall perform all the duties incident to the office of Secretary and Treasurer and such other duties as may be assigned. The Secretary-Treasurer may delegate these responsibilities to staff.
ARTICLE VII - EXECUTIVE COMMITTEE Section 1 - Composition The Executive Committee shall be composed of the officers of the association, the President, Vice-President, and Secretary-Treasurer. The Board of Directors may appoint the Executive Director of the association to serve on the Executive Committee. The President of the association shall serve as Chairperson of the Executive Committee. Section 2 - Powers The executive committee shall have authority within policies, legal provisions and the association bylaws, to act for the association and shall have charge of its routine affairs in the intervals between meetings of the Board of Directors. Section 3 - Meetings and Quorum Meetings of the Executive Committee may be held at such time and place as may be fixed by a resolution, adopted by a majority of the members of the Committee. Such meetings may be by electronic means or by personal representation and no notice is required. Three (3) members of the Executive Committee at the time of any meeting of the Executive Committee shall constitute a quorum for the transaction of business, and the action of any two (2) members present at any meeting at which a quorum is present shall be the act of the Committee.
ARTICLE VIII - FINANCIAL POLICY AND ADMINISTRATION Section 1 - Funds All funds of the association shall be deposited in the name of the Federation of Associations of Regulatory Boards in such banks, trust companies, or other depositories as the Board of Directors may designate. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the association, shall be signed by such person or persons in such manner as determined by the Board of Directors. Section 2 - Execution of Contracts, Loans, etc The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer(s), agent(s), or employee(s) of the association to enter into contracts, loans, or other instruments in the name and on behalf of the association, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount. Section 3 - Compensation None of the Directors or Officers of this association shall receive compensation for their service, but any Director or Officer may be reimbursed for expenses incurred in connection with the activities of the association. The association may employ such agents, representatives, attorneys, accountants or employees as may be necessary to carry out the objectives and purposes of the association.
ARTICLE IX - MISCELLANEOUS PROVISIONS Section 1 - Limitation of Liability and Indemnification of Directors and Officers The association shall indemnify and hold harmless each Director and Officer, now or hereafter serving the association, from and against any and all claims and liabilities to which the individual may be or become subject to, by reason of now or hereafter being or having heretofore been an Officer or Director of this association, or by reason of the individuals’ alleged acts or omissions as an Officer or Director as aforesaid, and shall reimburse each Officer and Director of this association for all legal and other expenses reasonably incurred by the Officer or Director in connection with defending against any such claims or liabilities, provided, however, that no Officer or Director shall be indemnified against or be reimbursed for any expenses incurred in defending against any claim or liability arising out of the Officer’s of Director’s own negligence or willful misconduct. The foregoing rights of Officers and Directors shall not be exclusive of other rights to which they may be entitled lawfully. Section 2 - Insurance The association may secure and maintain general liability and director’s and officer’s insurance policies, under policies and in amounts as determined by the Board of Directors. Section 3 - Rules of Order The meetings of the Board of Directors shall be conducted in accordance with Robert’s Rules of Order, except where such rules are contrary to any provisions of the Articles of Incorporation or Bylaws of the association, which provisions in that event shall prevail.
ARTICLE X - AMENDMENTS The Bylaws may be altered, amended, or repealed, or new Bylaws may be made only by the affirmative vote of a majority of the total number of Directors at a meeting of the Board of Directors. Amendments may be proposed by any member of the Board of Directors. Notice of any meeting in which an amendment to these Bylaws is to be considered shall be given at least thirty (30) days prior to the date of the meeting and shall contain in its entirety the amendment or change in the Bylaws which is to be considered. The foregoing are the Bylaws of the Federation of Associations of Regulatory Boards, as amended in Scottsdale, AZ, 2005; Chicago, 2007 |
