ARC By-Laws
By-Laws
These By-Laws include all amendments as approved at the 4-12-2011 Board Meeting.
Article I Corporation
Section 1
The name of this corporation is Associates of Rochester College, also known as ARC.
Section 2
The objects and purposes of the Corporation are as specified in the Articles of Incorporation.
Section 3
Mission – “ARC promotes awareness, contributes need-based scholarships, and helps insure the rich Christian heritage of Rochester College.”
Article II Membership
Section 1
Any person interested in the purposes of the Associates of Rochester College, as specified in Article II of the Articles of Incorporation, and willing to uphold its policies and subscribe to its by-laws may become a member as specified below.
Section 2
Members shall contribute Twenty Five Dollars ($25.00) per year, payable annually June 1.
Section 3
The Board of Trustees may confer, by unanimous vote, honorary membership on any person who has rendered outstanding and distinguished service to Christian education.
Section 4
Regularly enrolled students of Rochester College may be members of this corporation. A student may not serve as a trustee.
Section 5
The annual meeting of the members of this corporation shall be held at a place to be designated by the Board of Trustees. The purposes of this meeting are to 1) elect trustees in the odd-numbered years, 2) hear reports, 3) conduct other business as specified in the meeting notice or as may be proposed by any member present. At least ten (10) days notice, specifying the business to be transacted at the meeting, shall be given to the members.
Section 6
A special meeting of the members of this corporation may be called at any time by the corresponding secretary of the corporation whenever he/she shall be directed to do so by the president or by a resolution of the Board of Trustees or by written request signed by not less than two-thirds (2/3) of the members and filed with him/her. At least five (5) days notice shall be given to the members of the time, place and purpose of the meeting.
Section 7
The members present shall constitute a quorum for the transaction of business in any meeting of the members of this corporation; and the act of two-thirds (2/3) majority of the members present at any meeting shall be the act of the full membership.
Section 8
- In the odd-numbered years, the current board of trustees shall propose trustee nominees.
- At the annual meeting in the odd numbered years, the board of trustees shall present the nominees for the next board of trustees.
- An opportunity shall be given for nominations from the floor.
Section 9
Each member of the corporation shall be entitled to one (1) vote. All elections shall be held and all questions shall be decided by a majority vote of the members present.
Article III College
Section 1
The chairman of the Board of Trustees of Rochester College, vice-chairman of the Board of Trustees of Rochester College, and the president of Rochester College shall serve in an advisory capacity as requested. They shall be invited to attend the annual meeting.
Section 2
The ARC board shall invite the college president, trustee chairman, and vice-chairman to the final board meeting of the fiscal year. At that time, ARC shall request a report on the state of the college and our endowed scholarship fund.
Article IV Governance
Section 1
The business and property of this corporation shall be managed and controlled by the Board of Trustees who shall serve for a term of two (2) years and/or until their successors are chosen. Trustees shall assume their official duties June 1 of each year.
Section 2
The number of trustees of the Corporation shall be no less than six (6) and no more than nine (9), consisting of five to eight (5-8) elected trustees and one (1) trustee appointed by the president of Rochester College; such number may be increased or decreased by amendment to these by-laws in the manner set forth in Article XI thereof.
Section 3
Any trustee may resign at any time by giving written notice of resignation to the Board of Trustees.
Section 4
Any vacancy in the Board of Trustees occurring during the two-year term may be filled for the unexpired portion of the term by affirmative vote of the majority thereof. Any trustee so elected by the Board of Trustees shall hold office until the next trustee election.
Section 5
A majority of the total number of trustees of the corporation shall constitute a quorum for the transaction of business.
Section 6
- Regular meetings of the Board of Trustees of this corporation shall be held at a place to be determined by the Board of Trustees. Notice shall be given of the regular meetings of the Board of Trustees.
- Special meetings of the Board of Trustees may be called by the president or vice president by email, oral, telephone or written notice, duly served to each trustee not less than two (2) days before the meeting, specifying the time, place and purpose of the meeting.
- Meetings may be held at any time without notice if all the trustees are present or if notice is waived in writing either before or after the meeting by those not present; and the actual presence of a trustee at any meeting shall constitute waiver of any notice.
- A meeting of at least a quorum of the trustees may be held electronically when deemed necessary by the board of trustees using email, conference calls and /or web conferencing programs.
Section 7
- At all meetings, the president, or in his/her absence, the vice president, or in the absence of the vice president, a chairman chosen by and from the trustees present shall preside.
- Board meetings shall be open to all board of trustee members, officers, committee chairpersons and the ARC advisory committee members.
Article V Officers
Section 1
The officers of this corporation shall consist of a president, a vice president, a treasurer, a recording secretary and a corresponding secretary, any of whom, except the president and vice president, may or may not be trustees. All officers of the corporation shall be elected at the last fiscal year meeting of the Board of Trustees by a majority vote of the Board of Trustees and shall hold office until their respective successors shall be elected and shall qualify. Any individual may hold two offices by a vote of the Board of Trustees, providing such holding is not in conflict with any law of the State of Michigan.
Section 2
The Board of Trustees may from time to time appoint such assistant secretaries, assistance treasurers and other officers, agents and employees as it may deem proper, who may, but need not be, trustees.
Section 3
The Board of Trustees may, by affirmative vote of the majority of the members of the whole board, remove at any time any officer elected or appointed by the Board of Trustees or any other officer or employee of the corporation. Any removal shall be for just cause.
Section 4
Subject to such limitations as the Board of Trustees may from time to time prescribe, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Trustees.
Section 5
The president shall preside at all meetings of ARC, appoint standing and special committee chairs with the approval of the board, serve as ex-officio member of all committees and shall perform such other duties as may be delegated.
Section 6
In the absence of the president, the vice president shall assume the duties of the president and shall perform such other duties as may be delegated.
Section 7
The treasurer shall have charge of all monies of ARC and shall report thereon at all meetings, keep a list of names and addresses of all members, pay all bills on authorization of the board, keep an itemized record of all receipts and expenditures, make the appropriate annual financial report to the State of Michigan and shall perform such other duties as may be delegated.
Section 8
The recording secretary shall keep an accurate record of all the meetings of the corporation, shall have custody of the corporate seal and shall perform such other duties as may be delegated.
Section 9
The corresponding secretary shall give proper notice of all meetings, conduct the correspondence of the corporation, except as otherwise provided, and shall perform such other duties as may be delegated.
Article VI Advisory Committee
Section 1
The Advisory Committee shall consist of all past presidents.
Section 2
Any member of the Advisory Committee is welcome to attend all board meetings in an advisory capacity but without having a vote.
Article VII Fiscal Year
Section 1
The fiscal year of the corporation shall begin on the first (1st) day of June in each year and shall end on the thirty-first (31st) day of May following.
Article VIII Seal
Section 1
The corporate seal shall have inscribed thereon the name of the corporation and such other appropriate legend as the Board of Trustees may from time to time determine.
Article IX Notice
Section 1
In these by-laws whenever notice is required to be given to any member or trustee, notice may be given by email or U.S. mail, the ARC website, Facebook, Twitter, and other forms of social media of which ARC is a member. Such notice shall be deemed to be sufficient notice.
Article X Chapters
Section 1
All ARC members are members-at-large. Members-at-large may form chapters at any time, per section 2 below.
Section 2
ARC chapters may be formed at any time. Such chapters shall:
- Be governed by the by-laws of the corporation, where applicable.
- Elect their own officers, consisting of chairman, co-chairman, treasurer, recording secretary, and corresponding secretary and may elect any other officers deemed necessary.
- Any and all monies collected shall be forwarded to the ARC general treasurer to be dispersed by the general membership. Chapters may retain a small working fund.
- Should any chapter dissolve, all monies in its treasury shall be forwarded immediately to the ARC general treasury.
Article XI Ammendments
Section 1
The by-laws of the corporation may be amended, added to, rescinded or repealed at any meeting of the members, provided notice of the proposed change is given in the notice of the meeting.