Article I
Name
The name of this Association shall be "New England Collectors Association,Inc."
Article II
Objects and Purposes
The objects and purposes of this Association shall be to promote the general welfare of the collection profession; to regulate practices, prescribe ethics, and to enforce proper conduct among its members; to encourage and promote the adoption of legislation favorable to the rights of collectors; to gather and disseminate material relative to the collection profession which will be valuable to members; and to foster and promote respect for, and confidence in, collection agencies.
Article III
Membership
Section I. Active Members.
Any person, firm or corporation (except attorneys at law) in the states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont who is actively engaged and established as a collection agency, is licensed and/or bonded as required by law, meets the requirements of the New England Collectors Association, Inc., and ACA International, devotes 60% or more of their time to the collection business, and endorses the rules and Regulations and the Code of Ethics of the New England Collectors Association, Inc., and ACA International, may become an active member of this Association upon the approval of the Membership Committee and a favorable vote of the Board of Directors.
Section 2. Special Members.
a) Retired Collectors. There shall be a special division of this Association known as the Retired Collectors. Any person who has retired as owner, partner, corporate officer or manager of a member agency in good standing at the time of retirement shall be eligible for membership in this Division upon submitting a letter of intent and payment of an annual fee to be established by the Board of Directors. The purpose of this Division shall be to make available the experience and expertise of its members in support, of, and assistance to, the over-all goals of this Association. Membership in this Division shall not confer the right of Vote in any matters of business of this Association.
b) Credit Reporting Companies. There shall be a special division of this Association known as the Credit Reporting Division. Any person, firm or corporation engaged in the business of providing consumer and/or commercial credit reports to credit grantors, but not engaged in the collection of past due accounts, may become a member of this Division by making application in the same manner as regular members, provided: 1) That their reporting activity is sufficient to properly identify them as part of the credit reporting industry, and 2) That they have complied with all Federal laws and those statutes and ordinances for the States that apply to the activities in which the applicant engages. Application may also be made in the same fashion by any credit reporting office under the same ownership as a regular member, whether located at the same address or at a separate address, provided it is within the geographic area of this Association. Continued membership in this Division shall be governed in the same fashion as for regular members, except that it shall be a prerequisite of credit reporting members under the same ownership as a regular member that the regular membership be maintained. The purpose of this Division shall be to provide its members with suitable services and to broaden the store of knowledge in the credit and collection field for all members. Members shall pay dues as established by the Board of Directors, shall be entitled to register for all meetings of this Association and to such other benefits as the Board of Directors may decide. Membership in this Division shall not confer the right of vote in any matters except those directly affecting the Division.
c) Map Attorney Members and Affiliate Members. There shall be a special division of this Association known as Map Attorney Members and Affiliate Members. Any person or entity who maintains a membership in ACA International as a Map Attorney or Affiliate Member may become a member of this category by making application which certifies: they are a member in good standing of ACA International's Map Attorney Program or Affiliate Member division; and they agree to be bound by the Association's Bylaws, Code of Ethics and Rules of Conduct. Membership in this category shall not confer the right to vote in any matters of business of this Association.
Section 3. Application for membership shall be made on application forms provided by the Association for that purpose and shall be submitted to the Membership Chairperson.
Section 4. If any member shall own or acquire one or more branch offices, the member may make applications for membership for such branch offices. Membership granted to such branch offices shall carry the privileges and responsibilities as other active memberships, with the exception that no vote shall be afforded said branch office; provided, however, that if at any time the parent member shall fail to exercise its right to vote, said vote may be cast by any one of the branch offices so delegated by the parent office.
Section 5. After due hearing and vote by majority of the Board of Directors, a member may be suspended from membership for: a) failure to pay dues within sixty (60) days after due notification, or b) unethical conduct, or c) violation of the Association's Code of Ethics or Constitution and By-Laws, or d) conduct bringing disrepute upon the Association and/or the Collection profession.
Section 6. Membership in this Association shall not be transferable. Change of ownership of any member firm shall automatically terminate its membership. Membership may be conferred upon the new owner only by application in conformity with the By-Laws of the Association as herein before set forth.
In all cases where a member is a sole proprietorship, a change of ownership shall be deemed to have occurred when the control, management and/or assets of the proprietorship shall be vested in one or more persons other than the individual to whom they previously belonged or by whom they had previously been controlled.
In all cases where a member is a partnership, a change of ownership shall be deemed to have occurred when the control, management and/or assets of the partnership shall be vested in one or more persons other than the original partners or either of them. The acquisition by one partner of the share of ownership previously held by one or more of the original partnership shall not be construed, for the purposes of this section, as a change of ownership, except in those cases where the partner who acquires the control, management and/or assets of the partnership was, in fact, a silent or inactive member or the partnership which had held a membership in this Association.
Transfer or sale of a business from one spouse to another shall, for the purposes of this section, be considered as a change of ownership unless that spouse who acquires the business shall have been a partner in fact or unless his or her previous association with the business had been on a management level. Acquisition of a collection business by a spouse through estate administration or inheritance will not, ipso facto, qualify the surviving spouse for membership in this Association, unless the requirements of partnership or previous management as set forth above shall have been met. In the case of a corporation, a change of ownership will be deemed to have occurred when there is a transfer of 51% or more of the shares of said corporation.
All changes of ownership must receive the approval of the Membership Committee and a favorable vote of the Board of Directors to transfer the membership.
Section 7. This Association, at a duly organized meeting, may elect individual persons to honorary membership by a two-thirds vote of the members present. Honorary members shall be exempt from payment of any fees whatever, and shall be entitled to all the privileges of regular members, except the right to vote or hold office.
Section 8. Any member may withdraw from this Association, after fulfilling all obligations to it, by giving written notice of such intention to the Secretary of this Association.
Article IV
Officers
The Officers of this Association shall be the President, Vice President, Secretary, and Treasurer. The Vice President, Secretary and Treasurer shall hold office for one year or until successors are elected and qualified. The President shall hold office for two years or until a successor is elected and qualified.
Article V
Board of Directors
Section 1. The Board of Directors of this Association shall consist of four (4) active members, together will the President, Vice President, Secretary, Treasurer, Immediate Past President, and a Director and an Alternate Director to ACA International. All past presidents shall continue to serve on the Board of Directors as Directors Emeritus as long as they shall maintain a member in this Association, but without a right to vote. A New England Collectors Association Director shall be elected at each annual meeting to serve for a term of three (3) years.
A Director and Alternate Director to ACA International shall be elected to serve a term of three (3) years each. Both the Director and Alternate Director shall have full voting power on the Board of Directors of the New England Collectors Association. The Alternate Director shall attend the annual Board of Directors meeting of ACA International a) in the absence of the elected Director of b) whenever a second Director is authorized. A Director to ACA International may not be elected two consecutive terms. An Alternate Director may be elected to a term as Director provided that the Alternate Director has not served a) in the absence of the elected Director or b) as a second authorized Director more than two times in the previous three (3) years.
In the event that the Alternate Director is unable to serve a) in the absence of the elected Director or b) as a second authorized Director, the President shall be authorized to serve as Director to ACA International.
In the event that the President is unable to serve in place of the Alternate Director, than the President shall submit the name of a candidate to the Board of Directors of the New England Collectors Association for approval at a regular scheduled meeting. The name of this candidate shall be made known to the Board of Directors not less that five (5) working days prior to the meeting.
Section 2. The Board of Directors of this Association shall receive no compensation, but may be allowed their actual expenses incurred on behalf of the Association subject to approval of the Board of Directors. The duly elected Director(s) or Alternate representing this Association at the Annual Convention of ACA International may be paid their actual travel and registration expenses, plus per diem, while Board and Convention are in session. Reimbursement shall not exceed $2,000 per Director.
Section 3. The Board of Directors shall meet at least once each year prior to the annual Meeting of the Membership. It may hold additional meetings at the call of the President or at the call of a majority of the Board Members, should the President fail to act.
Section 4. Special meetings of the Board of Directors may be called at the request of four (4) members of the Board, or at the call of the President. Written notice of the Board meeting shall be mailed by the Secretary ten (10) days in advance of each meeting. This provision may be waived by consent of the majority of the members of the Board prior to the meeting.
Section 5. A quorum must be present for the Board of Directors to conduct Association business. A majority of the Board shall constitute a quorum. In the event that a quorum is not present at any meeting of the Board of Directors, the President shall call to order an emergency meeting of the present members, to make known to all, any proxies from absent voting officers or directors. The President will confirm said proxies and place a single proxy in the hands of present non-voting members consistent with a one-person, one-vote policy. The President will then determine if a quorum is available to conduct Association business.
Section 6. The Board of Directors may conduct Association business between Board meetings and may vote by mail on such matters as are presented to it by the President. Since mail ballots preclude the advantage of discussion and debate, the following matters may not be voted on by mail ballot: the consideration of an application for active membership, the proposed suspension of an active member, dues and assessments, grievances, and expenditures of over $100. A majority vote of all Directors shall be required. A period of thirty (30) days shall be afforded each Director to return his vote to the Secretary. At the expiration of thirty (30) days, the Secretary shall advise all Directors, in writing, of the result of the vote. The vote shall not be binding until such notification has been made.
Section 7. The action of the Board of Directors between annual meetings shall be final and binding unless and until revised by the membership is an annual meeting.
Section 8. All notices of special meetings of the Board of Directors shall contain the purpose of the special meeting and no other business shall be transacted other than that for which the meeting shall have been called.
Article VI
Dues
Dues and assessments of Active, Retired, and Credit Reporting, Map Attorney and Affiliate Members shall be fixed by the Board of Directors, whose decisions thereon shall be submitted to the general membership for ratification.
Article VII
Elections
Section 1. At least sixty (60) days before the annual meeting, the President shall appoint a committee of three (3) active members, who shall nominate members in good standing as candidates for President, Vice-President, Secretary, Treasurer, Board of Directors, and Director and Alternate Director to ACA International. Names of candidates nominated shall be mailed to all members at least twenty (20) days prior to the annual meeting. Additional nominations to any office may be made from the floor.
Section 2. All vacancies of Office or Board positions shall be filled by the President and confirmed by the Board of Directors.
Article VIII
Duties of Officers
Section 1. The President shall preside at meetings, special conferences, and all meetings of the Board of Directors; shall exercise general supervision over work and activities of this Association; and shall appoint chairpersons of all standing committees not otherwise provided.
Section 2. The Vice-President shall assume all the Duties of the President in the absence of the President.
Section 3. The Secretary shall keep minutes of all regular Board and Special meetings and shall perform any other related duties as may be assigned by the Association after the adoption of a proper resolution.
Section 4. The Treasurer shall have charge of the funds of this Association and of their disbursement, pay all orders for the expenses of this Association, and render an accounting of receipts and expenditures at each Board of Directors meeting. The Treasurer shall prepare and present to the Board of Directors, within thirty (30) days after the end of the fiscal years, a budget for their consideration and approval. The Treasurer's signature shall be the only required signature on all checks covering expenditures of this Association. The Treasurer shall be bonded to this Association in an amount to be set by the Board of Directors, cost of which shall be paid by the Association.
Article IX
Duties of the Board of Directors
The Board of Directors shall have general supervision of the business of this Association, fix the amount of bond to be required by the Treasurer, pass upon applications for membership, hear and determine complaints preferred against members referred to them by the Grievance Committee, suspend or expel any members for due cause upon vote of the Board of Directors, and have such other powers as may be conferred by the By-Laws or by a two- third's vote of the membership.
Article X
Standing Committee
Section 1. The President shall appoint the chairpersons, and with the latter's approval, up to four (4) additional members of the following committees to serve for a term of one (1) year, or until their successors are appointed: Program, Membership, Public Relations, Grievance, Legislative, and Education. The President shall be an ex- officio member of all committees. No person shall serve on any committee unless the member is in good standing.
Section 2. Program Committee. This committee shall have the responsibility, under the direction of the Vice-President, for arranging a suitable program for each meeting.
Section 3. Membership Committee. All applications for membership shall be processed by the Membership Committee, which shall investigate the standing and reputation of such applications. The Membership Committee shall be comprised of the Membership Chairperson and at least one other Board member. This committee shall not report favorable on such application unless and until it is completely satisfied of the applicant's worthiness for membership. It shall be the duty of the Membership Committee to report to the Board of Directors, the receipt of an application with a recommendation for acceptance or rejection of said application. It shall be the further duty of this committee to conduct all membership campaigns to secure, in every manner possible, worthy applicants for membership in this Association.
Section 4. Public Relations Committee. This committee shall, from time to time, prepare and submit for publication, articles dealing with the value of collection agencies to business and the professions. It shall prepare information pursuant to the collection business, which shall be sent to the Secretary for distribution to the members. It shall be the further duty of this committee to promote better relations and understanding between the members of this association and educational institutions, industry, and the general public. The further duties of this committee shall be outlined by the Board of Directors.
Section 5. Grievance Committee. The Grievance Committee shall receive and act upon all complaints made by a member or claimant against a member of this Association, if such compliant is in writing and is first presented to the President, who shall refer it to the Grievance Committee Chairperson. In the event that the Grievance Committee cannot resolve the difficulty, or if the complaint is of such a nature as to be grounds for suspension or expulsion, the committee shall report its findings to the board of Directors, who will give full opportunity to each side to present its case. The decision of the Board of Directors shall be final and any member of this Association refusing to abide by the decision of the Board of Directors within sixty (60) days thereafter shall be expelled.
Section 6. Legislative Committee. The Legislative Committee shall consist of at least two (2) members from the New England states. The term for Legislative Committee members shall be one year, renewable annually, or until the individual(s) are replaced. The President shall appoint one (1) member as Chairperson of the Legislative Committee for the year.
The Legislative Committee shall be the sole official representative of this Association in all legislative and administrative matters before any legislative or administrative body. It shall be the duty of this committee to investigate and report on all legislative and administrative matters affecting the collection business within the states represented by this Association. This committee shall have the power to formulate decisions, but shall act only upon authorization by the Board of Directors. This committee shall carry out the instructions of the membership in all legislative and administrative matters. When the Board of Directors votes to engage the services of a lobbyist or legislative counsel, this committee shall have the sole responsibility for hiring and supervising such lobbyist or legislative council. It shall have the further duty of drafting and proposing the enactment of such laws as shall, in its opinion, be for the benefit of the members of this Association, but no act or proposed law shall be presented to the legislature, unless approved by the membership.
Each member of the Legislative Committee shall be one who has been in the collection business for a period of not less than three (3) years immediately prior to appointment to said committee. In the event of a vacancy on this committee, due to death, discontinuance of business, termination of membership, or revocation of license (where such license is required), the Board of Directors shall appoint a member to serve the unexpired term of the previous member. The duties of this committee shall in no way conflict with the duties of any officer or any member of the Board of Directors.
Section 7. Education Committee. The functions of the Education Committee shall be to schedule, coordinate, advertise, and enroll attendees in ACA International sponsored schools.
Article XI
Meetings
The annual meeting of this Association shall be held in the spring of each year, not less than thirty (30) days prior to the annual convention of ACA International, at a time and place fixed by the Board of Directors. Each member shall be entitled to one (1) vote, regardless of the number of representatives from a member's office.
Article XII
Voting by Mail
The Board of Directors may provide for voting by mail on any such matters as the Board deems advisable. Ballots on such mail votes shall be sent to each member by first class mail, by the Secretary, and shall be on separate sheets of paper for each subject upon which to be voted. One-fourth of the members of this Association, in good standing, and voting, shall constitute a quorum.
Article XIII
Amendments to the Constitution and By-Laws
Amendments to the Constitution and By-Laws shall be made only at regular meetings of this Association and by a two- thirds vote of the members present and voting. Proposed amendments shall be submitted in writing to the Secretary at least sixty (60) days prior to the date of the next meeting. The Secretary shall send a copy of all proposed amendments to each member not less than thirty (30) days prior to the date of the next meeting.
Article XIV
Fiscal Year
The fiscal year of this Association shall begin on the first day of January and end on the last day of December in each year.