Bylaws – Rubenfeld Synergy

ARTICLE 1. NAME

1.1 The corporate name of this organization is “The International Association of Rubenfeld Synergists” (hereafter referred to in this document as “INARS”).

ARTICLE 2. PURPOSE

2.1 INARS is dedicated to the premise that the Rubenfeld Synergy Method® (RSM) fosters emotional, mental, physical, and spiritual wholeness in people. INARS is committed to helping Synergists touch more lives and supporting its certified practitioners and practitioners-in-training.

ARTICLE 3. OBJECTIVES

3.1 Support our members by actively providing resources and opportunities.
3.2 Provide opportunities for Synergists to collaborate with and support each other.
3.3 Support our members in obtaining and maintaining high levels of ethical and professional standards.
3.4 Establish and protect our members’ right-to-practice.
3.5 Educate the public, professionals, and affinity organizations on RSM and our important work as Synergists.
3.6 Promote and market RSM as a vital healing modality.
3.7 Promote a positive and supportive learning environment.
3.8 Empower Synergists to move out in to their communities.
3.9 Build bridges with other helping professionals.
3.10 Empower our members with the knowledge and skills they need to be successful Synergists.

ARTICLE 4. GOVERNANCE

4.1 The governance of INARS shall be vested in its Voting Members as defined in Article 6 herewith.

4.2 The organization may perform any function or purpose permitted by the organization’s Articles of Incorporation and bylaws as long as such function or purpose is consistent with its duties or responsibilities as outlined in the License Agreement between the organization and The Ilana Rubenfeld Foundation and the Standards of Practice and Ethical Principles.

4.3 Voting. Except for amendments to the bylaws, motions shall be passed by a majority of those voting. Other than elections of officers, voting can take place either at a meeting or through electronic or other means. Beginning in 2011, the election of officers and Board members-at-large shall occur at the Annual Conference. There shall be a 7-day “absentee” ballot period before the conference to accommodate voting by those who cannot attend the conference.

ARTICLE 5. ETHICS

5.1 The members of INARS shall be governed by the Standards of Practice and the Ethical Principles (SOP/EP) for Certified Synergists (CS).

ARTICLE 6. MEMBERSHIP

6.1 Membership in INARS is a certification requirement for all graduates of the Rubenfeld Synergy Training Program post RST XVII.

Voting Members

6.2 Professional Members. Professional Membership shall be open to any Certified Synergist who has paid the applicable Membership Fee, signed the Standards of Practice and the Ethical Principles document, and paid the annual CM registration fee.

6.3 Ex-officio Member. Ilana Rubenfeld, Creator and Founder of the Rubenfeld Synergy Method

6.4 Associate Members. Associate Membership shall be open to any graduate of the Rubenfeld Synergy Training Program who is no longer practicing RSM or has been approved for Inactive status and has paid the applicable membership fee.

Non-Voting Members

6.5 Trainee Members. Trainee Membership shall be open to any person who is currently enrolled in the Rubenfeld Synergy Training Program, has not yet received the first level of certification, has paid the applicable Membership Fee, and has signed the Training Program’s Code of Ethics.

ARTICLE 7. OFFICERS, TERMS AND DUTIES

7.1 Officers. All officers of INARS must be Voting Members. The officers shall consist of the President, the President Elect, the Past President, the Secretary and the Treasurer.

7.2 Nomination of Officers. Policies and procedures for the nomination of officers shall be developed by the Nominating/Elections Committee and approved by the Board of Directors.

7.3 Election of Officers. Officers shall be elected in accordance with policies and procedures developed by the Nominating/Elections Committee and approved by the Board of Directors.

7.4 Terms. The terms of office shall be two years. New officers shall assume their duties beginning on July 1 following the election. The Nominating/Elections Committee shall develop procedures to provide for staggered terms for officers and members-at-large of the Board of Directors. In the event the position of President Elect is not filled or the President Elect resigns before becoming President, the current President may remain in office until such time as a new President Elect is elected and becomes President.

This chart depicts the progression from President Elect to President to Past President. Shading denotes membership in the Executive Committee.

7.5 President. The President shall have the general oversight of the organization and shall, in consultation with the appropriate persons, direct the affairs of INARS. S/he shall chair the Annual Meeting and shall call and chair meetings of the Executive Committee and the Board of Directors as well as any Special Meetings of members (11.2).

7.6 Past President. The Past President shall remain on the Executive Committee for a period of one year after a new President takes office for the purpose of providing counsel and guidance to the new President. During this year, the Past President shall assume the duties of the President in the event of the President’s absence or incapacity. In the event, a President Elect is not elected or resigns, the Past President shall remain on the Executive Committee until such time as a President Elect is elected.

7.7 President Elect. The President Elect shall succeed the President upon completion of the President’s term of office. To provide time for training, the President Elect shall be elected at the beginning of the second year of the President’s two-year term. While the President is still incumbent the President Elect shall assume the duties of the President in the event of his/her absence or incapacity. S/he shall provide procedural guidance to the President in the conduct of all meetings. The President Elect shall assist the President and shall assume any other responsibilities assigned by the President.

7.8 Secretary. The Secretary shall write and maintain the minutes and records of all meetings of the Executive Committee, Board of Directors, the Annual Members’ Meeting and any Special Meetings. S/he can be asked by the president to handle some correspondence as needed.

7.9 Treasurer. The Treasurer shall be responsible for maintaining the financial records of the organization, collecting dues, paying bills and submitting quarterly financial reports to the Executive Committee and an Annual Financial Report at the Annual Meeting. The Treasurer shall chair the Finance Committee. The Treasurer shall present the annual budget proposal to the Executive Committee on behalf of the Finance Committee.

7.10 Resignation and Removal of Officers. An officer may resign at any time by written notice to all members of the Board of Directors. An officer may be removed from office at any time by two-thirds vote of the Board of Directors for failure to perform his/her duties or for other just cause providing that he/she is given a fair opportunity to present his/her case.

7.11 Vacancies. A vacancy in any office may be filled by majority vote of the Board of Directors. The person appointed to fill a vacancy will serve until the next election. If the President Elect resigns or a President Elect is not elected, this office shall be filled by a special election.

ARTICLE 8. THE EXECUTIVE COMMITTEE

8.1 Composition. The Executive Committee shall be composed of the officers.

8.2 Duties and Responsibilities. The Executive Committee shall (a) act for the organization between meetings of the Board of Directors, (b) take all actions necessary to fulfill the objectives of INARS within the constraints imposed by the bylaws and the budget, (c) in consultation with the Finance Committee, propose a budget for the next year to the Board of Directors at least 30 days prior to the Annual Meeting, and (d) propose the establishment of any standing and ad hoc committees it deems necessary to the Board of Directors.

8.3 Meetings. The Executive Committee shall meet and confer in person or by conference call as deemed necessary by the President but at least once each month. Any three officers may call the entire Executive Committee to a meeting or conference. Members of the Board of Directors shall be notified of the time, date and agenda of the meeting at least 7 days in advance and may be permitted to attend and speak at the meeting upon request to the President.

ARTICLE 9. STANDING COMMITTEES

9.1 Members in good standing may serve on committees. The chairperson of each standing committee shall be a Voting Member and shall serve on the Board of Directors.

9.2 Nominating/Elections Committee.

(a) Composition. The chairperson of the Nominating/Elections Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and be reasonably representative of the membership. Members shall be selected by the Nominating/ Elections Committee chairperson and may include non-CS members of the Board of Directors who possess the skills and abilities required.

(b) Duties. The Nominating/Elections Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Determine which offices on the Board of Directors are up for election in a given year, solicit suggestions for nominees for these offices from the membership, select nominees for the offices, conduct an election, and notify the membership of election results.
2. Monitor the composition of the Board of Directors to ensure it is representative of the culture and values of the RSM community.
3. Orient new members to the INARS Bylaws and the Board of Directors offices, responsibilities, and practices.
4. Monitor the operation of the Board and determine what skills need to be developed in order to help the Board become more efficient and effective. Make recommendations to the Board of Directors.
5. Develop and submit an annual Nominating/Elections Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee.

9.3 Certification Committee

(a) Composition. The chairperson of the Certification Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and be reasonably representative of the membership. Members shall be selected by the Certification Committee chairperson.

(b) Duties. The Certification Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Collaborate with the Rubenfeld Synergy Training Institute to establish guidelines for certification requirements for all levels of CS. These guidelines shall be approved by the Board of Directors.
2. Certify all levels of CS based on the guidelines established.
3. Develop and submit an annual Committee Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee.

9.4 Certification Maintenance

(a) Composition. The chairperson of the Certification Maintenance Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and be reasonably representative of the membership. Members shall be selected by the Certification Maintenance Committee chairperson.

(b) Duties. The Certification Maintenance Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1.Collaborate with the Rubenfeld Synergy Training Institute to establish guidelines for certification maintenance requirements for all levels of CS. These guidelines shall be approved by the Board of Directors.
2. Establish clear and accurate procedures for certification maintenance. These procedures shall be approved by the Board of Directors.
3. Maintain records of completion of these requirements by all levels of CS.
4. Notify all levels of CS of their status of meeting or failing to meet certification requirements.
5. Annually notify the Board of Directors as the certifying agent of the status of each CS.
6. Recommend decertification of CS to the Executive Committee for failure to meet certification maintenance requirements.
7. Develop and submit an annual Committee Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee.

9.5 Professional Practices Committee

(a) Composition. The chairperson of the Professional Practices Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and be reasonably representative of the membership. Members shall be selected by the Professional Practices Committee chairperson.

(b) Duties. The Professional Practices Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Periodically review the Rubenfeld Synergy Method Standards of Practice and Ethical Principles.
Develop amendments when deemed necessary and/or appropriate.
2. Notify the professional community with ample time to receive and consider comments prior to recommendation of amendments.
3. Recommend amendments to the Board of Directors for approval.
4. Set standards for CS use of logo and other methods of marketing.
5. Develop and submit an annual Committee Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee and may include non-CS members of the Board of Directors who possess the skills and abilities required.

9.6 Ethics

(a) Composition. The chairperson of the Ethics Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and be reasonably representative of the membership. Members shall be selected by the Ethics Committee chairperson and may include non-CS members of the Board of Directors who possess the skills and abilities required.

(b) Duties. The Ethics Committee shall develop and maintain standard operating policies and procedures, which are located in the INARS Standards of Practice and Ethical Principles (SOP/EP) Appendix A approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Promote the understanding that ethical awareness is integral to the RSM practice.
2. Encourage synergists’ awareness of and practicing with the highest ethical standards of practice.
3. Foster professional development around ethical awareness and practices.
4. Foster an INARS culture of reflection, curiosity, and fellowship around the question, “Am I doing what I think I’m doing?”
5. Receive, review, and make decisions on alleged violations of the Ethical Principles by Certified Synergists who have agreed to abide by the Standards of Practice and Ethical Principles.
6. Establish protocol and policies for all ethical procedures.
7. Recommend decertification or other disciplinary actions to the Executive Committee for violation of ethical principles.
8. Review the Rubenfeld Synergy Method Standards of Practice and Ethical Principles periodically; recommend changes to the Professional Practices when deemed necessary and/or appropriate.
9. Develop and submit an annual Committee Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee.

9.7 Finance Committee

(a) Composition. The Treasurer shall serve as Chairperson of the Committee. The Finance Committee shall consist of a recommended minimum of five members, with emphasis on people who are experienced and/or knowledgeable in financial matters. Members shall be selected by the Finance Committee chairperson and may include non-CS members of the Board of Directors who possess the skills and abilities required.

(b) Duties.
1. The Finance Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
ο The submission of a budget for the next fiscal year for consideration by the Executive Committee in accordance with the priorities established by the Board of Directors.
ο The preparation, when necessary and as merited, of IRS tax form (990) and an independent audit.
ο The regular review of the organization’s revenues and expenditures, balance sheet, investments and other matters related to its continued solvency.
2. Recommend to the Executive Committee and Board of Directors financial standards, fiscal policies and procedures in keeping with sound fiduciary and fiscal responsibility, and perform the fiscal oversight of INARS.
3. Advise the Board of Directors in regard to investing funds when appropriate.
4. Develop and submit an Annual Finance Committee Plan with specific projects and strategies and recommend an annual budget to the Board of Directors.

9.8 Member Services Committee

(a) Composition. The Member Services Committee shall be composed of the Chairperson, appointed by the Board of Directors, and a recommended minimum of five members. Members shall be selected by the Member Services Committee Chairperson and may include non-CS members of the Board of Directors who possess the skills and abilities required.

(b) Duties. The Member Services Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Conduct the annual membership drive.
2. Develop methods to attract members.
3. Collect and analyze information on the characteristics of the RSM community.
4. Continuously develop and implement new member benefits and services.
5. Evaluate current benefits and services and amend as necessary.
6. Develop and implement vehicles for increasing communication with members and the RSM community as a whole.
7. Prepare and distribute the Member Directories.
8. Assign one member as the Ombudsman or “go-to” person to answer members’ questions and assist in the resolution of problems.
9. Develop and submit an Annual Members Services Plan with specific projects and strategies to the Board of Directors. Recommend an annual budget to the Finance Committee.

9.9 Marketing Committee

(a) Composition. The chairperson of the Marketing Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members, and may include non-CS members of the Board of Directors who possess the skills and abilities required. Members shall be selected by the Marketing Committee.

(b) Duties: The Marketing Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Promote and publicize INARS and RSM to the general public and other organizations and professionals using all avenues merited, including but not limited to print and electronic media and promotional activities.
2. Develop and manage the RSM branding and increase visibility and brand recognition.
3. Develop and submit an Annual Marketing Plan with specific projects and strategies to Board of Directors. Recommend an annual budget to the Finance Committee.
4. Develop and guide the production of compelling and innovative promotional and marketing materials.
5. Develop and implement web strategies for increasing awareness of INARS and RSM. Provide ongoing development and maintenance of the RSM website.
6. Develop online store, promotional products, and establish affiliate programs with other vendors and organizations.
7. Measure and evaluate the efficiency and effectiveness of implemented marketing projects and strategies.
8. Support other INARS committees.
9. Provide ways for individuals interested in RSM to locate an INARS member in their area.

9.10 Conference Committee

(a) Composition. The chairperson of the Conference Committee shall be appointed by the Board of Directors. The Committee shall consist of a recommended minimum of five members and may include any non-CS members of the Board of Directors who may possess needed skills and abilities. Members shall be selected by the Conference Committee chairperson.

(b) Duties: The Conference Committee shall develop and maintain standard operating policies and procedures, which are approved by the Board of Directors and posted on the RSM website, to accomplish the following:
1. Plan, organize, and conduct the Annual INARS Conference. The location of the conference shall be approved by the Board of Directors.
2. Solicit proposals from INARS members for conference workshops/presentations.
3. Consider hiring non-Synergists from relevant fields to present at the conference.
4. Work in collaboration with the Rubenfeld Synergy Training Institute to determine Graduate Training to be offered at the conference by members of INARS and experts who may be non-Synergists.
5. Develop and submit an annual Conference budget to the Finance Committee.

ARTICLE 10. THE BOARD OF DIRECTORS

10.1 Composition. The Board of Directors shall be composed of the officers, the Chairpersons of all standing committees, five Voting Members elected at large with consideration given to representation from all geographical regions and all RSM graduating classes, up to three INARS members appointed by the Board, and up to three individuals appointed by the Board who are not Certified Synergists. All members of the Board shall have full voting privileges.

10.2 Duties and Responsibilities. The Board of Directors shall:
a. Hold both the authority and the responsibility for every action the organization takes.
b. Engage in strategic planning for the organization to ensure that the organization’s mission and purposes will be accomplished.
c. Establish policy for the organization.
d. Ensure the continuity of the organization through recruitment, orientation, development, support, and assessment of board members and executive staff.
e. Provide feedback on the present operation and performance of the organization.
f. Adopt a budget for the next year after reviewing the budget proposed by the Executive Committee.
g. Review and establish the fees for each category of membership proposed by the Executive Committee.
h. Ensure legal and ethical behavior and maintain accountability.
i. Enhance the public image of the Rubenfeld Synergy Method.
j. Appoint the chairpersons of all committees.
k. Hear reports from the Executive Committee and the Committee Chairpersons on the activities of the organization; evaluate progress toward program and financial goals; review and approve major organizational decisions, commitments, and plans.
l. Approve, as deemed appropriate, any amendments to the Rubenfeld Synergy Method Standards of Practice and Ethical Principles that are recommended by the Executive Committee.
m. Undertake any other duties deemed necessary by the Executive Committee in support of the objectives of the organization.

10.3 Meetings. The Board of Directors shall meet in person or by conference call monthly, at a minimum, and at any other time(s) deemed necessary by the President or by petition of two-thirds of its members. One of the monthly meetings shall be at the Annual Conference. At least 7 days prior, written notice of the date, time, and agenda for the meetings shall be given to the members of the Board provided, however, there shall be at least 30 days advance notice given for the annual meeting at the conference. The President may call an emergency meeting of the Board with 48 hours’ notice when he/she deems it necessary. The President shall chair all meetings of the Board of Directors.

10.4 Nominations and Elections. The elected members-at-large of the Board of Directors shall be nominated and elected in accordance with the procedures for the nomination and election of officers established by the Nominating/Elections Committee and approved by the Board of Directors.

10.5 Vacancies. A vacancy in any of the elected seats on the Board of Directors may be filled by a majority vote of the Board of Directors. The person appointed to fill a vacancy would serve until the next election.

10.6 Terms. The term of office for members-at-large and appointed members shall be three years.

ARTICLE 11. MEETINGS

11.1 Annual Meeting. The Annual Meeting shall take place during the Annual Conference. Notice of the place, date and time of each Annual Meeting shall be mailed or emailed at least 60 days before the meeting to Voting Members. The notice of the Annual Meeting shall include to the extent possible a description of the particular matters which must be approved by the Voting Members.

11.2 Special Meetings. Special Meetings may be called by the Executive Committee as needed or when petitioned by one-third (1/3) of the Voting Members. Notice of the time and place and the specific purpose(s) of a Special Meeting must be received by the President at least four weeks prior to the date on which the meeting is to be held. The President must call the meeting within one week of receiving the notice.

11.3 Minutes. Minutes of the Annual Meetings shall be sent to all Voting Members either in the Newsletter or as a separate document.

11.4 Quorum. A quorum for the Annual Meeting or special meetings shall be one-tenth of the Voting Members.

ARTICLE 12. AMENDMENTS TO THE BYLAWS

12.1 Proposal. Amendment(s) may be proposed in writing by the Executive Committee, the Board of Directors or petition by twenty percent (20%) of the Voting Members.

12.2 Voting. The Executive Committee shall mail or email to all Voting Members any proposed amendment(s) together with the rationale for the amendments, and a ballot, to be returned and tallied within a reasonable period of time. Voting members may cast their votes by regular mail, email, or other electronic means. An affirmative vote by two-thirds (2/3) of those voting shall be required for an amendment to be approved.

12.3 Notification. All members shall be notified of any amendment(s) to the bylaws in the next mailing or by email.

ARTICLE 13. ADMINISTRATIVE AND FINANCIAL PROVISIONS

13.1 Membership Fees. The Board of Directors shall annually review and establish, if necessary, the fees for each category of membership.

13.2 Membership Term. Payment of the appropriate Membership Fee shall entitle a qualified individual to membership from May 1 to April 30 of the following year. However, individuals joining for the first time may join at any time and their membership fee will be pro-rated.

13.3 Fiscal Year. The Fiscal Year of INARS shall be May 1st through April 30th.

13.4 Expenditures. The Board of Directors, acting on recommendations from the Finance Committee, shall establish procedures to ensure that expenditures of INARS funds shall be made only for legitimate purposes of the organization. This shall include the reimbursement of members for out-of-pocket expenses incurred in carrying out their authorized duties and responsibilities on behalf of the organization.

13.5 Claims. Individual members shall have no claim on any property belonging to INARS.

13.6 Books and Records. INARS shall keep current and complete books and records of account, and shall keep minutes of the proceedings of the Annual Members’ Meetings and all Executive and Board of Directors meetings. Specific books and records of the corporation may be inspected by any member or the member’s agent, with five business days’ notice, for any proper purpose at any reasonable time according to Law.

ARTICLE 14. PARLIAMENTARY PROCEDURE

14.1 Except as provided herein, Robert’s Rules of Order shall be used as a guideline in all questions of procedure during meetings.

ARTICLE 15. DISSOLUTION

15.1 Dissolution. In the event dissolution of INARS is considered, at least ten (10) days prior written notice setting forth a proposed action and time and place of meeting shall be given to all members of the Board of Directors. The Board of Directors shall adopt a resolution recommending that the corporation be dissolved and directing that the question of such dissolution be submitted to a vote, either at a meeting of Voting Members entitled to vote thereon, which may be an annual or special meeting, or by mail, email, or other electronic means.

15.2 Dissolution Voting. When a vote of dissolution is held outside of a meeting, the Executive Committee shall mail or email to all Voting Members the resolution recommending that the corporation be dissolved, and a ballot, to be returned and tallied within a reasonable period of time. Voting Members may cast their votes by regular mail, email, or other electronic means. An affirmative vote by two-thirds (2/3) of those voting shall be required for dissolution to be approved.

15.3 Corporate Responsibility. The property of INARS is irrevocably dedicated to exempt purposes described under Section 501 (c) (6) of the internal Revenue Code, and in the event of dissolution, all assets, real and personal, after the payment or the provision for payment of all the liabilities of the corporation, shall be distributed by the officers to such organizations as are qualified as tax exempt under Section 501(c) of the internal Revenue Code of 1986 as it shall be amended from time to time. No part of the net income or assets of this organization shall ever inure to the benefit of an officer or member of the corporation, or to the benefit of any private individual.