ARPA Bylaws

1 Membership

Sec. 1.1 Qualifications

Any individual who has demonstrated professional competence, skills, and past experience, and has such credentials that are deemed useful towards the fulfillment of the goals of ARPA is eligible for membership. Membership is based solely on qualifications regardless of race, sex, creed or ethnic background.

Sec. 1.2 Invitation for Membership

The Board of Directors (BOD) shall have sole and exclusive authority to extend invitations for membership to qualified individuals.

Sec. 1.3 Procedures

Any member in good standing may recommend to the Board qualified individuals for membership to ARPA. Recommendations shall include the applicantÕs Curriculum Vitae and two references.

Sec. 1.4 Dues and Fees

Dues and fees shall be determined by the BOD.

Sec. 1.5 Member Status

Any action concerning the censure, suspension or expulsion of a member shall require the approval of a simple majority of the BOD.

Sec. 1.6 Annual Meetings

ARPA shall annually hold a regular meeting of its membership to hear reports of officers, to install directors, and to transact other business. Said meeting shall be held at a date and place set by the BOD.

Sec. 1.7 Notice of Meetings

Written notice of time, date, place and business to be conducted at an annual special meeting shall be mailed to each member at least fifteen (15) days prior to such meeting.

Sec. 1.8 Voting for Elections

Voting shall be by written ballot and shall be conducted by Nominating Committee. The eligibility of voting members shall be determined by the BOD. Ballots and information about the candidates shall be mailed thirty (30) days prior to the annual meeting. Election results shall be announced during the annual meeting.

2 Management

Sec. 2.0 Board of Directors

The BOD shall consist of fifteen (15) members of good standing who will serve on a voluntary basis. Vacancies occurring between annual meetings shall be filled promptly by the BOD. During the first year one third of the BOD shall be elected for a one year term, one third for a two year term and one third for a three year term. Thereafter only five Directors shall be elected for a term of three years. A Director can be elected for three consecutive terms, a term being three years, unless extended by the BOD.

Sec. 2.1. Powers

The policies, activities, and property of ARAP shall be established, conducted, and managed by the BOD. The BOD shall keep full and fair accounts of its transactions, which shall be open to inspection upon the written request of any member and at a mutually agreeable time.

Sec. 2.2 Executive Director

The BOD shall appoint an Executive Director who shall be the chief operating officer of ARPA. The Executive Director shall be a nonvoting member of the Executive Committee (see Sec. 4.1).

Sec. 2.3 Quorum

A quorum shall be a simple majority of all the Directors then in number.

Sec. 2.4 Committees

ARPA shall function primarily through specialized committees. The chairperson of each specialized committee shall be appointed by the President of ARPA. All committee chairpersons shall participate in meetings of the BOD.

Sec. 2.5 Nominations and Elections

A Nominating Committee shall be appointed by the BOD. Names of candidates for the BOD shall be placed on the ballot. Election shall be held every year.

Sec. 2.6 Officers

The BOD shall, at a meeting following the annual meeting, elect a President, Vice President, a Secretary and a Treasurer and any other officer of the BOD from among the Directors. No person shall hold more than one office of the above named offices. Each officer shall hold office until a successor shall have been duly elected or until he or she shall have resigned or been removed. Any vacancy may be filled for the unexpired portion of the term of said office by the BOD.

3 Finances and Reports:

Sec. 3.1 Financial Documents

All documents and contracts shall be authorized by the BOD and shall be valid only when signed by the President and another officer of the BOD.

Sec. 3.2 Annual Reports

A true and full statement of the financial affairs of ARPA shall be submitted at the annual meeting and filled within twenty (20) days thereafter.. Such statement shall be prepared by the Treasurer.

Sec. 3.3 Fiscal Year

The fiscal year of ARPA shall be the calendar year.

Sec. 3.4 Audits

The books and records of the Treasurer shall be audited or examined at least annually by an independent auditor nominated by the President and approved by the BOD.

Sec. 3.5 Reports

All official actions taken by ARPA shall be reported by the President at the next meeting of the BOD. 

4 Committees

All committees shall present reports of activities and/or progress to the BOD.

Sec. 4.1 Executive Committee

Composition: There shall be an Executive Committee of the BOD consisting of the President, the Vice President, the Secretary, the Treasurer, the Executive Director and any other officers of the BOD. Any vacancy occurring among the elected members of the Executive Committee shall be filled by the BOD.

Meetings: Meetings of the Executive Committee may be called by the president verbally or in writing. A meeting may also be called upon the written request of at least three members to the Secretary.

Quorum: A quorum shall be the simple majority of the Executive Committee. All matters requiring a vote of the Executive Committee shall be decided by a majority vote of the members present.

Powers: The Executive Committee shall have the authority to act for the BOD in all matters not reserved in the law, these Bylaws, or the Constitution. Matters specifically related to a particular Committee shall be referred to the Chairperson of that Committee.

Sec. 4.2 Standing Committees

Specialized and other committee chairpersons listed below shall be annually appointed by the President. They shall be given the task to recruit the required membership for each of the committees. The names of the selected members shall be reported to the BOD. Each committee shall perform its tasks as seen appropriate by its Chairperson.

Nominating Committee: The BOD shall elect three members to form the Nominating Committee, at least one of whom shall be from the BOD. The Nominating Committee shall present candidates for election of Board members. In addition to the nominations by the Committee for election of Directors, write-in candidates may be voted for upon the consent of the individual.

Membership Committee: This committee shall be responsible for recommending the invitation to membership of qualified experts, for sustaining existing membership.

Publicity and Public Relations Committee: It shall be the responsibility of this committee to publicize the work and objectives of ARPA. To enlist the support of the community through media releases, preparation of educational material, newsletters, by providing speakers for civic and other groups, and through such other means as it shall deem effective and advisable.

Ad Hoc Committees: Ad hoc committees may be established by the President of ARPA with the approval of the BOD.

Finance Committee: This committee shall have the responsibility of funding and allocation of funds for ongoing projects and activities. Also, the preparation of the annual budget shall be performed by this committee. The Treasurer shall be the Chairperson.

Specialized Committees: Specialized Committees, or any others as deemed necessary by the BOD, may be formed, on an as needed basis, to carry out tasks in the fields of specialty as herein indicated. These committees may be formed from members of ARPA or non-members.

1.Energy and Resources. 2. Finance and Commerce. 3. Food and Agriculture. 4. Law. 5. Communication and Media. 6. Transportation. 7. Public Health. 8 Environment. 9. Science and Technology. 10 Public Works. 11. Education. 12. Industry. 13. Fine Arts and Culture. 14. Economy. 15. Government.

5 Amendments

Any and all provisions of these Bylaws may be altered or repealed and new Bylaws adopted by a) the BOD, by a two-thirds vote of Directors present and voting, at any regular or special meeting, provided that a complete copy of the proposed amendment(s) shall have been included in the meeting notice; b) the membership at large, provided that a complete copy of the proposed amendment(s) shall have been presented to the BOD with the signatures of a simple majority of the members of good standing attached.