Association of Rocky Mountain College and University Mail Services

Bylaws

Article I – NAME, PURPOSES, and POWERS

The name of this Corporation shall be the Association of Rocky Mountain College and University Mail Services, Inc., hereinafter referred to as “ARMCUMS.” The purposes of the corporation shall be set forth in the Articles of Incorporation and governed by these bylaws. The powers of the corporation and of its directors and members, and all matters concerning the conduct and regulation of the business of the corporation shall be subject to such provisions in regard thereto, if any, as set forth in these Articles of Incorporation; and the Articles of Incorporation are hereby made a part of these bylaws. All references in these bylaws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the corporation as from time to time amended or restated. ARMCUMS shall be a non-political, non-sectarian, non-commercial, and non-profit organization.

Article II – MISSION AND OBJECTIVES

The mission of ARMCUMS is to provide a professional association for college and university employees who are responsible for mail, shipping and/or related services, to enhance their knowledge and managerial abilities, and to improve mail and related services at their respective institutions.  The primary objectives are:

  1. Facilitate cooperation and communication among its members through the exchange of knowledge, experience, and technology in the field of Mail Services at higher educational institutions;
  2. Promote the education of its members through membership meetings, conferences, and other forms as deemed appropriate;
  3. Provide assistance to managers, supervisors, and employees;
  4. Promote the development and use of ethical and effective managerial techniques, while advancing the professional capabilities of its members in the mail services industry;
  5. Provide a forum for the discussion of operating procedures and relationships with the United States Postal Service and other Mail Services vendors.
  6. Encourage participation on a national level.

Article III - MEMBERSHIP

Members shall be welcome without regard to race, religion, national origin, disability, gender, age, color, or sexual orientation. ARMCUMS shall provide membership to individuals and institutions.

  1. Individual Membership. Individual membership is open to any college or university employee responsible for or managerially associated with a college or university mail service department and who is otherwise employed by a college or university. An Individual Member has one vote and is eligible to hold office and serve as a Director.
  2. Institutional Membership. Institutional Membership is open to any college or university employing personnel who meet the requirements of Individual Membership who are employed by that the same college or university. An Institutional Member may designate up to three qualified individuals as representatives of that institution. Each designated representative of an Institutional Member shall be considered an Individual Member for purposes of voting, holding elective or appointed office in the Association, and for all other purposes as set forth in these Bylaws.
  3. Emeritus Membership. Any individual who has been an ARMCUMS member for a total of five years or longer may be recognized as an Emeritus Member. This member shall have all the rights of an Individual Membership except for voting privileges, provided there is no conflict of interest.

ARMCUMS will actively recruit from the Rocky Mountain and western region of the United States, but will accept members from any state. All members shall be (1) employees of colleges, universities, other higher educational institutions, or other educational institutions approved by the Executive Board, and (2) persons performing  administrative, managerial, or supervisory work or providing services related to Mail Services, or other Mail Services duties as approved by  the Executive Board. All members will be subject to payment of dues, as provided in Article IV, below.

Article IV - DUES AND FINANCES

ARMCUMS shall receive dues and conference fees, and its liquid assets shall be held in bank accounts and other investment institutions as approved by the Executive Board.

  1. The fiscal year of ARMCUMS shall be from July 1 through June 30.
  2. Membership year shall be from July 1 through June 30.
  3. Annual dues shall be an amount as determined by the Board of Directors for Individual and Institutional Members, and when paid in full, shall include membership for the fiscal year in which dues are paid.
  4. Membership dues not paid annually by September 1 shall be delinquent, and membership rights suspended until the Member’s dues are paid in full.
  5. Conference fees shall be determined annually by the Board of Directors.
  6. All members whose dues payments are current and not delinquent shall be considered members “in good standing.”

Article V – MEMBERSHIP MEETINGS

  1. General Membership Meeting:  ARMCUMS shall convene a general membership meeting annually at a facility selected for the purpose on a date and time approved by the Board of Directors. Written notification shall be made in advance to members. Meetings will be conducted by the President. A special meeting may be called by the Board of Directors, upon written petition by at least thirty (30) per cent of members in good standing, or by a majority of members voting at a general membership meeting.  Purposes for which the general annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization and by these bylaws, may be specified by the Board of Directors or in writing, signed by the President or by a majority of the directors or by thirty (30) per cent of members in good standing. If any general annual meeting is omitted, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting.

  2. Notice of Members’ Meeting:  A written notice of each meeting of members, stating the place, day and hour thereof, usually in conjunction with the annual conference, and the purposes for which the meeting is called, shall be given by the Secretary, at least seven days before the meeting, to each member in good standing.  In case of the death, absence, incapacity or refusal of the Secretary, such notice may be given by any other officer or by a person designated either by the Secretary or by the person or persons calling the meeting or by the Board of Directors. No notice of the time, place or purpose of any regular or special meeting of the  members shall be required if every member entitled to notice thereof who has not received such notice, or his attorney  thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice. Any action by the members may be taken without a meeting if a written consent thereto is signed by all the members and filed with the records of the members' meetings. Such consent shall be treated as a vote of the members for all purposes.

Article VI – MEETINGS OF BOARD OF DIRECTORS

  1. Regular Meetings – Regular meetings of the Board of Directors shall be held at such places and at such times as the Board may by vote from time to time determine. No notice shall be required for any regular meeting held at a time and place fixed in advance by the Board of Directors, if notice of the times and places so fixed for regular meetings shall have been given, within the same calendar year, in writing to each director by mailing postage prepaid, addressed to such director at his/her address as it appears upon the books of the corporation, or by electronic communication. A regular meeting of the Board of Directors may be held without call or formal notice immediately after the annual meeting of the members.
  2. Special Meetings – Special meetings of the Board of Directors may be held at any time and at any place when called by the President or by two (2) or more directors, reasonable notice thereof being given to each director by  the  Secretary, or, in case of the death, absence, incapacity, or refusal of the  Secretary, by the officer or directors  calling the meeting, or at any time without call or formal notice, provided all the directors are present or waive  notice thereof by a writing which is filed with the records of the meeting. In any case, it shall be deemed sufficient notice to a director to send notice by mail at least forty-eight (48) hours, or by electronic communication before the meeting, addressed to him at his usual or last known business or residence address.
  3. Quorum – At any meeting of the directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, but a lesser number may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, the affirmative vote of a majority of the directors in attendance thereat and voting on the question shall decide any question brought before such meeting, except where a larger vote is required by law, by the Articles of Organization or by these bylaws,.
  4. Consent in Lieu of Meeting – Any action by the directors may be taken without a meeting if a written consent thereto is signed by all the directors and filed with the records of the directors' meetings. Such consent shall be treated as a vote of the directors for all purposes.
  5. Meeting by Telecommunication – Members of the board of directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

Article VII – QUORUM OF MEMBERS

Thirty percent (30%) of Members in good standing shall constitute a quorum for the consideration of any meeting of members. A lesser number of members may adjourn any meeting, and the meeting will be held as adjourned without further notice. If a quorum is present at a meeting, it shall be presumed, unless challenged prior to a vote, that a quorum exists for such vote. When a quorum is present with respect to any matter, a majority of the Members in good standing represented at the meeting and entitled to vote shall decide such matter, except where a larger vote is required by law, by the Articles of Organization or by these bylaws.

Article VIII – PROXIES AND VOTING

Members in good standing shall each be entitled to one vote. No member shall have the right to cast their vote on any matter by proxy.

Article IX - ELECTIONS TO THE EXECUTIVE BOARD

Elections for Executive Board positions shall take place every two years by written or electronic ballot as provided below. Elections are to be conducted by the Election Committee consisting of a chairperson and at least two assistants appointed by the President. The Election Committee shall be formed at the beginning of the new membership year.

The duty of the Election Committee shall be to ensure the timely completion and accuracy of each step of the election process outlined below. Only members in good standing are eligible to serve on the Election Committee.

  1. Nominations
    a.  Nomination forms will be made available no later than August 1st to all members whose dues are fully paid as of July 31st.
    b.  Only members whose dues are fully paid as of July 31st are eligible to run for office.
    c.  Nomination forms must be returned to the Election Committee Chairperson no later than August 10th.
    d.  Members who accept the nomination to run for office are encouraged to submit a written personal statement outlining their qualifications for the office for which they are running. Such statements must be received by the Election Committee Chairperson no later than August 15th.
    e.  A member may accept nomination for only one Executive Board position per election.
  2. Elections
    a.  Election ballots and the candidates' personal statements will be made available to all members within 15 days of the election, usually by August 31st.
    b.  Election ballots must be returned to the Election Committee Chairperson within ten days of the availability of ballots, usually by September 10th.
    c.  The Election Committee shall count the ballots and prepare a report of the election results to the Executive Board within ten (10) days of the final ballot submission date.
    d.  In the event of a tie vote for any position, the Election Committee and the Executive Board shall conduct a runoff election as soon as practical, usually by September In the event of a second tie vote, the two tied nominees shall each serve a one-year term. The outgoing Executive Board shall determine the order in which the terms are to be filled.
    e.  The Executive Board shall promptly notify the membership of the election results.

Article X - EXECUTIVE BOARD

The Executive Board consists of the five (5) elected officers: President, Vice President, Treasurer, Secretary and Immediate Past-President. Their terms of office begin January 1st and run for a period of two years, terminating on December 31st. Two of the officers shall be elected on alternating years.

President – Primary responsibilities of the President shall be:

  1. Guide and supervise the work of ARMCUMS.
  2. Call and preside at general membership meetings of ARMCUMS and at meetings of its Executive Board and Board of Directors.
  3. Appoint the chairpersons of all standing committees with the consent of the Executive Board.
  4. Appoint an Election Committee and its Chairperson in an Election Year.
  5. Serve as an ex-officio member of all committees except the Election Committee.
  6. Appoint an Audit Committee as necessary.

Immediate Past President – Primary responsibilities of the Immediate Past President shall be:

  1. Act as a consultant to the current Officers of the Association.
  2. Serve on committees as determined by these Bylaws or the President.
  3. Remain active on all issues and part of the leadership team.
  4. Maintain active status as a member of the Board of Directors and/or Executive Officer.

Vice President – Primary responsibilities of the Vice President shall be:

  1. Perform such duties as may be delegated or assigned by the President.
  2. Perform all the duties of the office of President in the absence or withdrawal of the President.
  3. Move up to President’s Office upon completion of President’s term of office.

Treasurer – Primary responsibilities of the Treasurer shall be:

  1. Have custody of the funds of ARMCUMS.
  2. Pay out funds upon receipt of invoices signed or approved by the President.
  3. Prepare and present reports on the financial condition of the Association at each meeting.
  4. Prepare and present a report of conference receipts and expenditures to the officers.
  5. Collect dues from members at the beginning of each fiscal year.

Secretary – Primary responsibilities of the Secretary shall be:

  1. Record the minutes of all meetings.
  2. Custodian of ARMCUMS records.
  3. Prepare and distribute copies of the minutes of meetings in a timely manner to Board
  4. Submit proposed Bylaws amendments to the membership.

Article XI - BOARD OF DIRECTORS

The Board of Directors shall consist of the Executive Board (officers) and 10 elected Members at Large.  Members at large shall be elected in the following manner: 5 elected in even years and 5 elected in odd years.

The duties and powers of the Board of Directors shall be:

  1. Manage the affairs of ARMCUMS between meetings.
  2. Create or dissolve committees established for specific tasks.
  3. Act on all matters involving expenditures of funds.
  4. Adopt standing rules necessary to carry on the work of ARMCUMS.
  5. Consider and make recommendations for resolutions to be presented to the general membership.
  6. Assure that proper records are turned over to succeeding officers at the end of the term for which elected, or at the time of withdrawal of an officer.
  7. Speak for ARMCUMS on matters concerning U.S. Postal Service policies and related legislation under the direction and approval of the officers
  8. Speak for ARMCUMS in relation to other industry organizations, such as other regional and national mail associations.

Article XIII - STANDING COMMITTEES

The following shall be standing committees of ARMCUMS. The chairperson of each committee is selected by the President and approved by the Executive Board. Remaining members of the committee are selected by the Committee Chairperson in consultation with the President and approved by the Executive Board. Committees shall not have the power to adopt policies or make financial or other commitments without approval of the Executive Board. Ad hoc committees shall be appointed by the President as needed.

Education Committee – the duties of the Education Committee shall be:

  1. Select speakers, design educational programs, and prepare educational materials for conferences.
  2. Inform members about additional resources such as other professional and trade associations, reference materials, and websites that can assist members in their professional development and management of their duties.
  3. Develop and maintain Education Committee web pages on the ARMCUMS website;
  4. Educate ARMCUMS members about professional certification programs.

Conference Committee – the duties of the Conference Committee shall be:

  1. Select a location and date for conference activities.
  2. Arrange for lodging, meals, transportation, and banquet facilities.
  3. Arrange for vendor displays, audio-visual equipment, and any other logistical needs.
  4. Publicize ARMCUMS events in advance.

Membership Committee – the duties of the membership Committee shall be:

  1. Establish procedures for recruiting new members.
  2. Publicize the association as appropriate.

Communications Committee – the duties of the Communications Committee shall be:

  1. Coordinate communications-related activities within ARMCUMS.
  2. Produce the association’s newsletter.
  3. Maintain an updated website.
  4. Publicize the association’s activities.

Awards Committee – the duties of the Awards Committee shall be:

  1. Send and collect nominations for the annual awards given by the ARMCUMS Association.
  2. Awards for the Association will be Distinguished Service, Mail Manager of the Year, and Outstanding Team Member.
  3. Meet and decide on person selected for each award. Meeting maybe by telecommunication or electronic means.

Article XIV – QUORUM FOR STANDING COMMITTEE MEETINGS

A Majority of the members of a standing committee shall constitute a quorum for the transaction of business, but a lesser number of members may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members of such committee present thereat shall decide any matter brought before such meeting.

Article XV - RECOGNITION PROGRAMS

  1. Distinguished Service Award is the highest award given.
  2. Alan Burke Mail Manager of the Year Award.
  3. Outstanding Team Member Award.

The Board of Directors may establish other programs to recognize the contributions and skills of ARMCUMS members.

Article XVI – AMENDMENT OF BYLAWS

  1. Bylaws may be amended at general membership meetings or at special meetings called for this purpose.
  2. Amendments to the Bylaws must be passed by at least two-thirds (2/3) affirmative vote of those members present and voting at a duly called meeting. A quorum of members must be present before any such vote can take place.
  3. Amendments to the Bylaws must be submitted by the Secretary to the membership at least two weeks prior to the meeting at which they will be voted upon.
  4. When the Bylaws are silent on an issue, the Board of Directors shall make an appropriate determination.
  5. These bylaws may also be altered, amended or repealed in whole or in part by the affirmative vote of a majority of the directors then in office at any annual, regular, or special meeting of the directors, provided that there be at least four (4) directors then in office, and provided further that notice of the substance of the proposed amendment is stated in the notice of such meeting.

Article XVII – RESIGNATIONS AND REMOVALS

Any director, officer or agent may resign at any time by delivering his resignation in writing to the President or Secretary or to a meeting of the Board of Directors. The members may, by vote at any meeting called for the purpose, remove from office any director or directors, with or without cause. Any director may be removed from office, for cause, by vote of two-thirds (2/3) of all the directors at any meeting called for the purpose. The Board of Directors may, by vote of a majority of the directors present and voting, remove from office, with or without cause, any officer appointed or elected by the Board or terminate or modify the authority of any such officer or any agent.

Article XVIII - VACANCIES

If the office of any director becomes vacant, by reason of death, resignation, removal, disqualification or otherwise, a successor or successors may be elected by the members at a meeting called for the purpose, which may be the same meeting at which a former holder of such office was removed. In the absence of such election by the members, a successor or successors may be elected by the Board of Directors by vote of a majority of the directors then in office.  Any vacancy in any committee may be filled by a majority of the directors then in office. If the office of the President, the Treasurer, or the Secretary or of any other officer thus becomes vacant, the Board of Directors may elect or appoint a successor, by vote of a majority of the directors present and voting. Each such successor shall hold office for the unexpired term, and until his successor shall be elected or appointed and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified. The Board of Directors shall have and may exercise all its powers notwithstanding the existence of one (1) or more vacancies in its number as fixed by the members, provided there be at least five (5) directors in office. 

ARTICLE XIX – FISCAL YEAR

Except as from time to time otherwise prescribed by the Board of Directors, the fiscal year of the corporation shall end on the last day of June.

ARTICLE XX – DISTRIBUTION OF FUNDS

  1. Distribution of funds should be handled in the following method:
    a.  Less than $250.00 routine expense paid by the Treasurer.
    b.  $250.00 to $1000.00 written or email approval by the President.
    c.  Over $1000.00 written or email approval of a majority of the Executive Board.
  2. Deposits:
    a.  All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
  3. Books and Records:
    a.  ARMCUMS shall keep correct of complete books and records of account and shall keep minutes of the proceedings of its Executive Board and committees. All books and records of ARMCUMS may be inspected by an attorney for any proper purpose at any reasonable time.
  4. Financial Statements: At the close of each taxable year, the Board may engage an accountant to prepare a financial statement for ARMCUMS and the IRS.

ARTICLE XXI - INDEMNIFICATION

The corporation shall, to the extent legally permissible and only to the extent that the status of the corporation as an  organization exempt under Section 501(c)(6) of the Internal Revenue Code is not affected thereby, indemnify each of its  directors and officers (including persons who serve at its request as directors, officers or trustees of another  organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of  judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with  the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved  or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director  or officer, except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have  acted in good faith in the reasonable belief that his action was in the best interests of the corporation; provided,  however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent  decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such  compromise shall be approved as in the best interests of the corporation, after notice that it involves such  indemnification: (a) by a disinterested majority of the directors then in office; or (b) by a majority of the disinterested  directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the  effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the  best interest of the corporation. Expenses, including counsel fees, reasonably incurred by any such director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the corporation in advance of the final disposition thereof upon receipt of an undertaking by such director or officer to repay the amount so paid to the corporation if it is ultimately determined that indemnification is not authorized  hereunder. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any director or officer may be entitled. Nothing contained herein shall affect any rights to indemnification to which corporate personnel other than directors or officers may be entitled by contract or otherwise under law. As used in this paragraph, the terms "directors" and "officers" include their respective heirs, executors and administrators, and an "interested” director is one against whom in such capacity the proceeding in question or another proceeding on the same or similar  grounds is then pending.

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