The name of this association shall be Arkansas Counseling Association, hereafter referred to as “ArCA,” “the Association,” or “Arkansas Counseling Association.”

Section 2. Affiliation

This Association is organized as the Arkansas Branch of the American Counseling Association.

Section 3. Purposes

The purposes of the Arkansas Counseling Association are to

A. Enhance individual human development by seeking to advance the scientific discipline of counseling professions and those who are served;
B. Conduct and foster programs of education in the field of counseling;
C. Promote sound counseling practice in the interests of society and the individual;
D. Stimulate, promote, and conduct programs of scientific research and education in the field of counseling;
E. Publish and/or share scientific, educational, and professional literature;
F. Advance high standards of professional conduct;
G. Conduct scientific, educational, and professional meetings and conferences;
H. Inform and educate the general public about the counseling profession;
I. Establish contacts with various organizations for scientific and educational pursuits; and
J. Examine conditions which create barriers to individual development and work to remove them.

The purposes of ArCA shall be in accordance with those of ACA.

Section 4. Nondiscrimination Clause

The Arkansas Counseling Association shall not discriminate against any individual on the basis of ethnic group, race, religion, gender, sexual orientation, gender expression, gender identity, age, and/or ability.

ARTICLE II: MEMBERSHIP

Section 1. Types of Membership

Voting membership

Individual Members
Emeritus Members
Student Membership

Supporting membership

A Supporting Membership is open to any appropriate business, industry, foundation, or other organization or individual contribution of $100.00 or more either in general support of the organization or applied to special projects at the discretion of the Board or on the basis of criteria to be developed.

Special Members.

The Governing Council may prescribe and establish criteria for special memberships in the Association, consistent with the Bylaws of the Association provided, however, no person shall be deprived of any privileges heretofore granted.

Section 2. Individual Membership Requirements

An individual member is a person who (1) meets the eligibility requirements, (2) is in good standing, and (3) has paid the current year’s ArCA membership dues.
Any person whose primary responsibilities or interests are in the area of counseling and human development such as, but not limited to, professional school counselors, licensed professional or associate counselors, addiction counselors, counselor educators, shall be eligible for membership.
Student Members

Any student at the post-secondary level having interests in the area of counseling and human development shall be eligible to become a student member of the Association. For Association purposes, "student" is defined as one who is degree or certification-seeking in a counseling associated field and upholds the counseling identity.

Emeritus Members

Members who, having reached the age of sixty-five (65) years and having been a member of at least one (1) division or branch, or its antecedent, for at least twenty (20) years, may request Emeritus Membership under qualifications established by the Governing Council. Emeritus Membership is granted to an individual by a vote of the Governing Council upon recommendation by a division or branch. Emeritus Members shall be exempt from the payment of dues to the Association but shall retain all rights and privileges of dues-paying members.

Section 3. Dues

Annual Association Dues

Annual association dues for members shall be established by action of the Governing Council.

Division or branch dues

Division or branch dues shall be established by the respective division or branch.

Section 4. Severance of Membership

Non-Payment of Dues

A member will be dropped from membership for the non-payment of dues.

Conduct Detrimental to the Association

A member may be dropped from membership for any conduct that tends to injure the Association or to adversely affect its reputation or that is contrary to or destructive to its objectives according to the Bylaws and Code of Ethics of the Association. Any member charged with engaging in any such conduct shall be given notice of the precise nature of the charge, shall be given the opportunity to confront witnesses, and shall have the right to appeal to and have a hearing before the Governing Council, whose decision shall be final. The Ethics committee shall consider any charges made over the signature of two (2) members in good standing and shall have the power to determine whether the charges shall be dropped, whether the accused member shall be permitted to resign, or whether the charges are true, subject, however, to the right of any accused member to appeal to the Governing Council from any final decision of the Ethics Committee.

Voluntary Resignation

A member in good standing may withdraw from membership by voluntary submission of written resignation. The member’s dues will not be refunded; however, they may at any time rejoin the association.

ARTICLE III: DIVISION, CHAPTERS, AND INTEREST SECTIONS

Section 1. Nature of Divisions

Any Arkansas organization representing areas of interest in counseling professions and those who are served and composed of persons eligible for membership in the American Counseling Association, shall be eligible for divisional status in this Association. Divisions shall be organized in accordance with the Association’s Bylaws.
The purposes of a division shall be in accord with the Association’s objectives.

Section 2. Formation of Divisions

Application for divisional status shall be submitted to the Governing Council, which shall have the authority to approve the granting of charters by national divisions to respective state divisions in accordance with standing rules established within the framework of Section 1 above.

Section 3. Autonomy of Divisions

A. A division of the Association shall be free to conduct its own affairs but must do so in compliance with the Bylaws of the Association. The Governing Council shall develop guidelines for division operation to ensure responsible fiscal management.
B. A division of the Association shall identify itself as "A Division of the Arkansas Counseling Association."

Section 4. Amendments to Basic Documents

Amendments to any division’s bylaws or other governing document shall be reported in writing to the President of the Association for approval by the Governing Council at least thirty (30) calendar days prior to their effective date of adoption.

Section 5. Reports

Each division shall transmit to the President of the Association the names and contact information (e.g., email addresses, phone numbers) of its officers promptly upon their election or appointment. Within fifteen (15) calendar days of the conclusion of the fiscal year, each division shall submit an annual written report to the President of the Association who shall distribute the report to the Governing Council.

Section 6. Involuntary Dissolution of a Division

The Governing Council shall have the authority to recommend that the charter of a division be revoked by the respective national division when it is deemed in the best interest of the Association to do so.

Before final action may be taken regarding the dissolution of a division, a notice of intent to dissolve must first be passed by a majority of the Governing Council present and voting, and the division in question must be advised in writing of the reasons for the proposed action. The division shall have until the next state meeting of the Association (but in no case less than nine months) to implement remedial measures.
A two-thirds vote of those present and voting of the Governing Council shall be necessary to recommend that the charter of a division be revoked by the respective national division.

Section 7. Voluntary Dissolution

No division may affect the dissolution of a division or its voluntary withdrawal from the Association. Voluntary dissolution or withdrawal from the Association shall be undertaken only in compliance with standing rules adopted by the Governing Council.

Section 8. Chapters

A chapter may consist of persons who organize on the basis of a local geographic unit within the state in accordance with the Bylaws of this Association.

Section 9. Interest Sections

An interest section shall consist of persons who organize on either a statewide or local basis in accordance with the Bylaws of this Association to promote a professional interest not otherwise provided for in the divisional structure.
The same rules that apply to divisions shall apply to interest sections.

Section 10. Southern Region Membership

The Association shall obtain membership in the American Counseling Association Southern Region and is entitled to be represented by one voting delegate.

ARTICLE IV: BUSINESS AFFAIRS OF THE ASSOCIATION

Section 1. Severable or Transferable Interest

No member shall have any severable or transferable interest in the property of the Association.

Section 2. Control and Management

All property of the Association shall be subject to the control and management of the Governing Council. Any acquisition or disposal of real property must be approved in advance by the Governing Council.

Section 3. Disposal upon Dissolution

In the event of the Association’s dissolution, none of its property shall be distributed to any of the members. The Governing Council, after paying or making provision for payment of all lawful debts and liabilities of the Association, shall determine and distribute all remaining assets of the Association to one or more of the following categories of recipients:

A nonprofit organization or organizations created to succeed the Association, provided such organization(s) qualify for exemption from federal income taxation under section 501 (a) of the Internal Revenue Code as an organization described in sections 170 (c) (2) and 501 (c) (3) of such Code; and /or
A nonprofit organization or organizations with similar purposes as the Association, selected as appropriate recipients of such assets, provided such organizations qualify for exemption from federal income taxation under section 501 (a) of the Internal Revenue Code as an organization described in sections 170 (c) (2) and 501 (c) (3) of such Code.

Section 4. Appropriation of Association Funds

No appropriations of Association funds shall be made except pursuant to the authority of the Governing Council.
The Governing Council shall adopt an annual budget. The Financial Affairs Committee shall be responsible for proposing a budget to the Governing Council during its March meeting.

Section 5. Association Year

The fiscal year and the governance year of the Association shall be from July 1 to June 30.

Section 6. Reports

Income and expense reports shall be provided to members of the Governing Council quarterly. Members of the Governing Council shall also receive the auditor’s report each year.

Section 7. Limitation of Activities

ArCA is organized and shall be operated exclusively for charitable and education purposes with the meaning of sections 170 (c) (2) (B), 2055 (a), and 2522 (a) (2) of the Internal Revenue Code. No part of the net earnings of ArCA shall inure to the benefit of or be distributed to the members of the Governing Council, officers, members of its committees, other private individuals, or for-profit organizations (except that ArCA shall be authorized and empowered to further the purposes stated above). No substantial part of the activities of ArCA shall involve the carrying on of propaganda or otherwise attempting to influence legislation, and ArCA shall be empowered to make the election authorized under section 501 (h) of the Internal Revenue Code. ArCA shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision herein, ArCA shall not conduct any activities not permitted to be conducted

by an organization exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501 (c) (3) of such code, and/or
by an organization, contributions to which are deductible under sections 170 (c)(2), 2055 (a)(2), or 2522(a)(2) of the Internal Revenue Code.

Section 8. Internal Revenue Code

References herein to sections of the Internal Revenue Code are to provisions of the Internal Revenue Code of 1986, as amended, as those provisions are now enacted or to corresponding provisions of any future United States internal revenue law.

ARTICLE V: EXECUTIVE COMMITTEE

Section 1. Members of the Executive Committee and Terms of Office

Composition of the Executive Committee

The members of the Executive Committee of the Association shall be the President, the President Elect, the President Elect Elect, the Immediate Past President, the Secretary, and the Treasurer.

Membership Requirements

All members of the Executive Committee shall be active members in good standing of ArCA and the American Counseling Association.

Term of Office

The term of office shall begin on July 1 and shall be for a period of one year or until a successor takes office.

Conflict of Interest

All members of the Executive Committee shall avoid conflict of interests as defined by the current ACA’s Code of Ethics.

Meetings

a. The Executive Committee shall meet between January and March of each year (no later than March 31) to consider and adopt an Association budget for the ensuing year and conduct such other Association business. Other meetings of the Executive Committee may be called at the President’s discretion. Notice thereof shall be given to all members of the Executive Committee at least fifteen (15) calendar days prior to any such additional meetings.
b. The President of the Association shall preside at meetings of the Executive Committee. In the President's absence, the President Elect shall preside.
c. Each member of the Executive Committee shall have one (1) vote, and a majority of the members of the Executive Committee shall constitute a quorum.
d. Any member of the Executive Committee may present business for consideration.
e. The Executive Committee shall be empowered to conduct meetings by electronic communications in which the words are transmitted to participants. Any members of the Executive Committee or a committee may participate in a meeting by means of telecommunications that allow all persons participating in the meeting to hear each other and have their views heard. Such participation in a meeting shall be counted as in-person attendance at such a meeting.

Section 2. Duties of the Executive Committee

Policy Proposal

To propose Association policies and recommend such policies to the Governing Council for its consideration and action

Operational Policies

To formulate operational policies appropriate for executive action and direct the execution thereof subject to review by the Governing Council

Duties of the President

a. Serve as the chief executive officer of the Association, chairperson of the Governing Council, and preside at all general meetings of the Association
b. Appoint all members to ad hoc committees unless the method is otherwise specified
c. Hold ex-officio membership on all committees
d. Serve as the voting delegate to the Southern Region Branch Assembly, unless the President elects to appoint another member as the voting delegate to represent the State Branch

Duties of the President-Elect

Act in place of the President at all Association meetings and functions which the President is unable to attend
Serve as chairperson of the Conference Planning Committee

Duties of the President-Elect-Elect

Spend an interim year observing and learning policy governance in preparation for leadership within the association
Perform duties helpful to the Association as directed by the President, and/or Governing Council

Duties of the Immediate Past President

Serve as Chairperson of the Nomination and Election Committee
Serve in advisory capacity to the President

Duties of the Secretary

Keep the records of the current activities of the Association and its meetings and shall oversee the issuance of meeting notifications
Be responsible for maintaining the membership rolls of the Association, subject to the decisions of the association.

Duties of the Treasurer

Collect and disburse the funds of the Association subject to the approval of the Executive Committee
Make a financial report to the Association at its annual business meeting.

Section 3. Nominations

All members of the Association, with the exception of Student Members, shall be eligible for nomination to any office. Nominees may not serve in another role or position that would be considered a conflict of interest.

Section 4. Vacancies

A. Vacancies in the offices of President Elect, President Elect Elect, Secretary, and Treasurer occurring between annual meetings shall be filled by nomination and election by the remaining members of the Governing Council. Nomination and election may be conducted by electronic means at the discretion of the President. The officer so elected shall serve until the next annual meeting, at which time a new President Elect, President Elect Elect, Secretary, or Treasurer shall be elected.
B. If any position within the line of Presidency should become vacant during the year, the successor shall assume the position. The successor shall serve out the remainder of the term of office whom they replace and their prescribed term of office.

Section 5. Executive Director

A. The Arkansas Counseling Association may utilize the services of an Executive Director. This shall be an appointed position and must be endorsed by the Governing Council.
B. The specific duties of the Executive Director shall be specified by the Executive Committee.
C. The Executive Director shall hold ex officio status as a member of the Executive Committee and the Governing Council.

Section 6. Administrative Assistant

A. The Arkansas Counseling Association may utilize the services of an Administrative Assistant. This shall be an appointed position and must be endorsed by the Governing Council.
B. The specific duties of the Administrative Assistant shall be specified by the Executive Committee.

Section 7. Removal of Officers

A. The Governing Council may use their best judgement to remove an officer if it is deemed in the interest of ArCA.
B. Any elected Officer may be removed from office upon a two-thirds vote of the Governing Council.
C. At least ten (10) business days prior notice of the proposed removal shall be provided to all Governing Council members.
D. The officer in question shall have the opportunity to personally address the Governing Council prior to the removal vote.
E. Any officer appointed by the President may be removed by the President.

ARTICLE VI: GOVERNING COUNCIL

Section 1. Composition

The Governing Council shall be composed as follows:

The Executive Committee of the Association.
The Presidents of the various active divisions of the Association.
From Divisions: Voting members must be elected by their divisions. The elected individual or his/her designee must be present to vote. No person may cast more than one vote at the Governing Council.
A Student Representative, to be elected by and representative of student members. To be eligible for this position, the person must be a student according to the definition in Section II.2.C and in a license- or certification-qualifying program as a counselor.

Term of office for each member of the Governing Council shall be limited to a maximum of three (3) years in any five (5) year period except that:

Individuals elected or appointed as officers of the Association as specified in Article V, Section 1, shall be exempt from this requirement.
Individuals elected as Divisional representatives that are required by Divisional written policy or bylaws to serve or believed to be needed for rotational or continuity reasons, may be exempted from this provision to serve one (1) additional year, or part thereof, by action of the Governing Council.

No member of the governing Council may concurrently represent more than one (1) division.
All members shall be active members in good standing of ArCA and the American Counseling Association. All members who are elected division officers shall also be members of their corresponding national division.

Section 2. Powers and Functions of the Governing Council

A. To establish policies to govern the affairs of the Association

B. To exercise such other powers as may be necessary or desirable in the best interests of the Association and not in conflict with the Bylaws

C. To be responsible for identifying issues and establishing priorities for professional initiatives relating to human development pertinent to the Association

D. To approve any suggested revisions of the Bylaws Committee prior to being presented to the general membership for voting

E. To act on recommendations from the Executive Committee

F. To act on the reports of the Executive Committee, Divisions, Standing Committees, and such special committees as are responsible to the Governing Council

G. To grant and revoke division and State Branch charters

Section 3. Meetings

The Governing Council shall convene during state meetings of the Association. Additional meetings of the Governing Council may be called at the President’s discretion. Notice thereof shall be given to all members of the Governing Council at least fifteen (15) calendar days prior to any such additional meetings.
The President of the Association shall preside at meetings of the Governing Council. In the President's absence, the President Elect shall preside.
Each member of the Governing Council shall have one (1) vote, and a majority of the members of the Governing Council shall constitute a quorum.
Any member of the Governing Council may present business for consideration.
The Governing Council shall be empowered to conduct meetings by electronic communications in which the words are transmitted to participants. Any members of the Executive Committee or a committee may participate in a meeting by means of telecommunications that allow all persons participating in the meeting to hear each other and have their views heard. Such participation in a meeting shall be counted as in-person attendance at such a meeting.

Section 4. Removal of Governing Council Members

A. The Governing Council may use their best judgement to remove an officer if it is deemed in the interest of ArCA.
B. Any elected Officer may be removed from office upon a two-thirds vote of the Governing Council.
C. At least ten (10) business days prior notice of the proposed removal shall be provided to all Governing Council members.
D. The officer in question shall have the opportunity to personally address the Governing Council prior to the removal vote.
E. Any officer appointed by the President may be removed by the President.

ARTICLE VII: COMMITTEES

Section 1. Standing Committees

The standing committees of the Association shall be Bylaws Committee, Ethics Committee, Public Policy and Legislation Committee, Long Range Planning Committee, Nominations and Elections Committee, Financial Affairs Committee, Conference Committee, and Membership Committee.

Appointment of Standing Committees.

The President, in consultation with the Governing Council, shall be responsible for appointing standing committees unless otherwise specified. The President, in conjunction with the Governing Council, may make interim appointments to fill vacated positions and replace non-participating members.

Section 2. Composition and Function of Standing Committees

Bylaws Committee

The Bylaws Committee shall receive proposals for amending the Bylaws and present proposed amendments to the Governing Council.
The committee is responsible for being familiar with the Bylaws to respond to questions concerning them.
They are also responsible for comparing ArCA Bylaws with those of the American Counseling Association to ensure that the terminology of ArCA is consistent with the terminology used by ACA.
This committee is also responsible for reviewing the bylaws of each ArCA division for consistency with ArCA/ACA language. When discrepancies are found, the Bylaws committee is responsible for making recommendations for revisions to the respective division and/or the Governing Council.
If there is a revision of the Bylaws, the Committee is responsible for the complete revision and distribution to membership.

Ethics Committee

The Ethics Committee shall be responsible for educating the membership concerning ethical standards. This includes developing and distributing educational materials, organizing workshops and seminars, and providing ongoing training to ensure that all members are well-informed about current ethical guidelines and best practices. The committee will also serve as a resource for members seeking guidance on ethical issues, promoting a culture of integrity and professionalism within the Association.

Public Policy and Legislation Committee

The Public Policy and Legislation Committee shall be concerned with matters of governmental activities at all levels.
The Public Policy and Legislation Committee shall consist of at least one (1) member from each division.

Long-Range Planning Committee

The Long-Range Planning Committee shall establish a three-year plan covering all aspects of ArCA.
The Long-Range Planning Committee shall receive and solicit resolutions.

Nominations and Elections Committee.

The Nominations and Elections Committee shall conduct the nominations and elections of this Association and review and recommend procedures for carrying out the annual election in accordance with the nominations and elections policies as adopted by the Governing Council.
The chairperson shall be the immediate Past President of the Association.
The committee will consist of chair, President Elect Elect and Secretary.

Financial Affairs Committee.

The Financial Affairs Committee shall advise the Governing Council on matters such as budget planning and financial management.
The chairperson shall be the Treasurer of the Association.
This committee shall consist of the President, President Elect, President Elect Elect, Treasurer, and Secretary.
The Executive Director shall serve as an ex-officio member of the committee.

Conference Committee

a. The Conference committee shall assume responsibility for the planning and execution of the annual state conference.
b. The chairperson shall be the President Elect of the Association.
c. Membership shall consist of the Governing Council and such other members as deemed appropriate by the Governing Council.

Section 3. Special Committees

The President, Governing Council, and/or Executive Committee may appoint special committees as necessary.

Section 4. Reports

Within fifteen (15) calendar days of the conclusion of the fiscal year, each Committee shall transmit an annual written report to the President of the Association, who shall report salient developments to the Governing Council.

ARTICLE VIII: AFFILIATIONS

The Governing Council shall be responsible for developing, promoting, and executing affiliations with other organizations that share similar interests and objectives of this Association. Such cooperation and/or affiliation shall not weaken or compromise the autonomous existence of this Association.

ARTICLE IX: GENERAL MEMBERSHIP MEETINGS

Section 1. Minimum Meetings per Year

There shall be a minimum of one annual meeting of the Association at which time a business meeting shall be conducted. The time and place of the meeting shall be determined by the Governing Council

Section 2. Special Meetings

Special meetings shall be called at any time by the President, with the approval of a majority of the Governing Council.

Section 3. Notices

Notices of meetings shall be sent to members at least fifteen (15) calendar days prior to the date of such meeting for meetings.

ARTICLE X: RULES OF ORDER

Section 1. Procedure

All meetings of the Association shall be conducted according to guidelines outlined in Robert’s Rules of Order.

Section 2. Parliamentarian Role and Duties

A. The Parliamentarian is appointed by the individual responsible for chairing meetings of the Association.
B. A parliamentarian’s primary role is to provide advice on parliamentary law and procedure. They help ensure that meetings and decision-making processes follow established rules and guidelines as outlined in the previous section.
C. The Parliamentarian advises the Association on the rules of order. This ensures that all actions taken during meetings are in accordance with the proper parliamentary procedures, helping to avoid any procedural errors or disputes.

ARTICLE XI: AMENDMENTS

Section 1. Revisions

Except as provided in Section 2 below, amendments to the Bylaws may be acted upon only at annual business meetings of the Association. If presented in writing to all members of the Association at least fifteen (15) calendar days before an annual meeting at which the proposed change is to be considered, such an amendment may be adopted by a two-thirds vote of the members present. Any amendments to such proposed amendments or any amendments not presented in writing to all members of the Association fifteen (15) calendar days in advance of an annual meeting may be adopted by at least four-fifths vote of the members present.

Section 2. Voting

If, in the judgment of the Governing Council, action upon a proposed amendment is desirable before the next annual meeting, it may be taken through a mail or electronic ballot following presentation of the amendment in writing to all members of the Association. If fifty-one (51) percent of the votes received affirmatively within fifteen (15) calendar days, the amendment shall be adopted.

ARKANSAS COUNSELING ASSOCIATION

ARTICLE I: NAME AND PURPOSE

Section 1. Name