The purposes of the Global Association of Risk Professionals, Inc. (the “Association” or “GARP”) are to:
(a) Promote an exchange of views and to raise questions in the area of risk management;
(b) Foster high standards of commercial honor and business conduct among its members;
(c) Provide forums for the discussion of issues related to risk management;
(d) Maintain professional and educational standards in the practice of risk management;
(e) Develop and administer examinations designed to test individual skill and competence in various areas of risk management;
(f) Establish the GARP Code of Conduct applicable to GARP’s Members, Board of Trustees, and staff; and
(g) Exercise any and all powers in carrying out the Association’s purposes.
The Association shall have two categories of members: Individual Members, and Affiliate Members. The Individual Members and Affiliate Members shall be non-voting members.
Individual Membership may be granted through registration for a GARP administered examination or through individual member registration. Affiliate Membership may be granted through affiliate member registration.
Any person who provides professional services in a risk-management related field or provides similar risk related professional services to corporations, partnerships, associations, or persons, including law firms, accounting firms, and consulting firms, is eligible to apply for Individual Membership via a GARP administered examination or Individual Member registration if the applicant:
(a) Agrees to adhere to all applicable rules and regulations, including the GARP Code of Conduct, as amended from time to time and any other rules relating to professional conduct; and
(b) Pays an initial membership or registration fee and remains in good standing with the payment of annual dues.
Any person with an interest in risk-management or a risk-management related field can apply for Affiliate Membership.
Individual Members shall pay an initial membership fee and annual dues in such amounts and in such manner as may from time to time be determined by the Association. Each Individual Member shall receive written notice of the amount of the membership fee.
3. No Refunds
Initial membership fees and annual dues are nonrefundable.
4. Termination of Membership
Any Individual Member may terminate their membership in the Association at any time. Any member may be removed or suspended at any time, in GARP’s sole discretion, for failure to adhere to applicable rules and regulations, the GARP Code of Conduct, or other rules relating to professional conduct.
1. General Powers
The Board of Trustees shall be responsible for overseeing and advising on the strategic direction of the business and affairs of the Association.
2. Number of Trustees
The Board of Trustees shall consist of no less than three Trustees, or the minimum number of Trustees required by law, whichever is less, and no more than twenty-five Trustees. The number of Trustees shall be fixed from time to time by resolution of the Board of Trustees.
A Trustee shall, upon election, or as otherwise designated by the Board of Trustees, immediately enter upon the performance of their duties and shall continue to serve on the Board of Trustees until their term has expired.
Trustees shall be divided into two classes, Class A and Class B, with the number of Trustees in each class being as nearly equal as possible. Any increase or decrease in the number of Trustees shall be so apportioned between the classes as to make the classes as nearly equal in number as possible, however, no decrease in the number of Trustees shall shorten the term of any incumbent Trustee.
All Trustees shall serve for a term of three years. The term of the Trustees in Class A shall expire at the Annual Meeting next ensuing and the term of the Trustees in Class B shall expire two years thereafter. Trustees whose terms have expired shall be eligible for re-election upon nomination by the Governance and Nomination Committee but shall not be eligible to vote on his or her own re-nomination. At each election, Trustees shall be chosen for a full term. Each Trustee (excluding the President and CEO) shall be limited to serve a maximum of 3 terms on the Board.
At least twenty days prior to the Annual Meeting of the Board of Trustees where Trustees are to be elected or re-elected, the Governance and Nominating Committee shall provide for the Class of Trustees whose term is set to expire, a list of candidates for election or re-election, as the case may be, equal to the number of Trustees to be elected at the Annual meeting.
At the Annual Meeting of the Board of Trustees, only those Board Members who are not subject to re-election are entitled to vote. Each Board Member entitled to vote shall vote for the number of nominees equal to the number of Trustees to be elected. The Trustees thus elected shall take office immediately following their election.
The Board of Trustees shall appoint the President of the Association as a Trustee by virtue of his or her office in the Association, but in no case shall the President's term as a Trustee continue if that individual ceases, for any reason, to be the President of the Association. The trusteeship held by the President shall have all the powers, rights, and responsibilities vested in the Board of Trustees, including voting rights, but shall not be classified as Class A or Class B.
5. Newly Created Trusteeships
Any newly created trusteeships on the Board of Trustees, arising at any time, may be filled at any meeting of the Board of Trustees by a vote of a majority of the Board of Trustees. Trustees so elected shall take office immediately following such meeting, or as otherwise designated by the Board of Trustees, and shall serve until the next Annual Meeting where Trustees are to be elected or re-elected, at which time such Trustees, if re-elected shall be classified into Class A or Class B in the regular order of business.
6. Annual Meeting
There shall be an Annual Meeting of the Board of Trustees at a time and place fixed by the resolution of the Board of Trustees. At this meeting the Board of Trustees shall hold elections for the Class of Trustees whose term has expired and transact such other business as shall properly come before the meeting. No notice shall be required for the Annual Meeting.
7. Place and Notice of Other Meetings
Regular meetings of the Board of Trustees shall be held on such dates and at such times as may be determined by the Chair of the Board of Trustees in consultation with the President. No notice shall be required for any Regular Meeting. Except as otherwise provided by law, any business may be transacted at any regular meeting of the Board of Trustees.
A Special Meeting of the Board of Trustees may be called by the President, or the Chair of the Board, or on the request in writing of any two other Trustees stating the purpose or purposes of such meeting. Notice of any Special Meeting shall be in form approved by the Chair of the Board and shall sent via email or other form of recorded communication or by telephone not later than three days before the day on which the meeting is to be held. Neither the business to be transacted at, nor the purpose of, any Special Meeting of the Board of Trustees need be specified in any notice or written waiver of notice. Unless limited by law, any and all business may be transacted at any Special Meeting.
8. Quorum and Manner of Acting
One third of the total number of Trustees constituting the whole Board of Trustees shall constitute a quorum at all meetings of the Board of Trustees. One-half of the total number of members of any committee, in person or by phone, shall constitute a quorum of any such committee. In no event shall a quorum consist of fewer than three Trustees. Except as otherwise provided by law or by the Certificate of Incorporation, or in the case of (i) filling a vacancy on the Board of Trustees, (ii) removing an elected officer, or (iii) amending these Bylaws (all of which require the vote of a majority of the whole Board of Trustees), the vote of a majority of the Trustees present at any such meeting at which a quorum is present shall be the act of the Board of Trustees or the committee, as the case may be.
In the absence of a quorum, a majority of the Trustees present may adjourn any meeting, from time to time, until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned.
Members of the Board of Trustees or any committee thereof may participate in a meeting of the Board of Trustees or of such committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
9. Action Without a Meeting
Except as otherwise provided by law or by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting, if prior to such action all members of the Board of Trustees or of such committee, as the case may be, consent in writing, or by electronic transmission to the adoption of a resolution authorizing the action.
A Trustee may resign at any time upon written notice of resignation to the Chair of the Board of Trustees or the President. Any resignation shall be effective immediately unless a date certain is specified in the notice of resignation. Acceptance of any resignation shall not be necessary to make it effective, regardless of whether the resignation is tendered subject to such acceptance.
11. Removal of Trustees
Any Trustee may be removed, either with or without cause, at any time upon the vote of a majority of the Board of Trustees.
The Board of Trustees may create one or more committees of the Board as necessary or convenient for the proper conduct of the business of the Association. The Chair of the Board of Trustees, in consultation with the President, shall appoint the chair of each committee and determine the number of Trustees to serve on each committee, subject to approval by the Board, but in no case shall a committee consist of less than three Trustees. Each member of any committee established by the Board of Trustees shall hold such position until the Trustee resigns from the committee, ceases to be a Trustee, or is removed from the committee, with or without cause. Any vacancy among the appointed members of any committee may be temporarily filled by the Chair of the Board of Trustees in consultation with the President until the next meeting of the Board of Trustees when the Board may either approve the appointment or appoint another Trustee to fill the vacancy by resolution adopted by a majority of the Board of Trustees.
Each committee shall have such responsibilities as are specified in a charter for the committee adopted by the Board of Trustees. To the extent provided in the charter and permissible by law, each committee shall have and may exercise all of the authority of the Board of Trustees.
A summary of any material actions taken by a committee shall be reported to the Board of Trustees at the next regular meeting of the Board of Trustees unless reported earlier through a Special Meeting of the Board of Trustees.
3. Special Meetings
The Chair of the Board of Trustees may call a special meeting of any committee of the Board with or without consulting the Chair of such committee.
The Board of Trustees shall elect a Chair of the Board of Trustees who shall each hold office for a non-renewable term of three years.
The Board of Trustees shall also appoint a President. Except as otherwise provided by the Board of Trustees, the President shall be a full-time employee of the Association.
2. Removal of Officers
The President and any elected executive officer may be removed at any time, with or without cause, by an affirmative vote of at least two-thirds of the whole Board of Trustees at any regular meeting of the Board of Trustees or at any special meeting called for such purpose.
Any officer may resign at any time upon written notice of resignation to the Board of Trustees. Any resignation shall be effective immediately unless a date certain is specified in the notice of resignation. Acceptance of any resignation shall not be necessary to make it effective, regardless of whether the resignation is tendered subject to such acceptance. If any person appointed as an officer shall cease for any reason to be an employee of the Association, such person shall immediately cease to be an elected officer and shall be deemed to have resigned.
4. The Chair of the Board
The Chair of the Board shall preside at all meetings of the Board of Trustees and shall have authority to exercise all powers delegated by the Board of Trustees. The Chair of the Board shall be an ex-officio committee member of all committees. If the Chair of the Board should for any reason be unable to act or if the office of the Chair of the Board should at any time for any reason become vacant, the duties of the Chair of the Board shall be carried on by the Chair of the Audit and Risk Committee until the next election at the Annual Meeting.
5. The President and Chief Executive Officer
The President shall be the chief executive officer of the Association. The President shall report to the Chair of the Board and shall be responsible for the management of all activities of the Association and shall perform all duties incident to the position of CEO, in a manner consistent with the policies established by the Board of Trustees. The President shall make periodic reports to the Board of Trustees concerning the programs and activities of the Association as directed by the Chair of the Board. The President shall be an ex-officio committee member of all committees but shall abstain from voting on any matter concerning the performance or compensation of the President.
6. The Secretary and Treasurer
Upon the recommendation of the President and CEO, the appointment of the Secretary and Treasurer shall be approved by resolution of the Board of Trustees.
A conflict of interest shall exist if a Trustee enters or has entered into a transaction or arrangement with the Association that would directly or indirectly financially benefit the Trustee as a private individual. Among other scenarios, a financial benefit would be incurred if the Trustee has, directly or indirectly, through business, investments, or immediate family members: (i) an ownership or investment interest in any entity with which the Association has a transaction or arrangement, (ii) a compensation arrangement with the Association or with any entity or individual with which the Association transacts business, or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity with which the Association is negotiating a transaction or arrangement.
A Trustee must disclose the existence of a conflict or potential conflict of interest to the Governance and Nomination Committee.
The Governance and Nomination Committee shall determine whether the Trustee has a conflict of interest, and if so, whether and how it may be overcome.
Any Trustee, excluding the President, who directly or indirectly receives compensation from the Association either as a consultant, service provider, or through any other arrangement, shall be precluded from serving as a Chair of the Board or Committee Chair or Co-Chair and shall be prohibited from serving on the Compensation Committee in any capacity.
The Audit and Risk Committee, in consultation with the Chief Financial Officer of the Association, shall designate a certified public accounting firm to serve as auditors for the Association.
No committee shall have the power to incur or contract any liability in excess of an appropriation limit specified by the Board of Trustees.
The Board of Trustees may authorize the investment of surplus funds of the Association in such securities or other investments in accordance with the approved Investment Policy.
4. Execution of Instruments
The President in the ordinary course of business, may enter into any contract or execute and deliver any instrument in the name and on behalf of the Association. The President may sign, execute, and deliver in the name of the Association powers of attorney, contracts, bonds, notes, corporate obligations, and other documents. The President may authorize members of the Association’s management or any other officer, employee or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association. Any such authorization may be general or limited to specific contracts or instruments.
5. Fiscal Year
The fiscal year of the Association shall be fixed by resolution of the Board of Trustees.
Members of the Board of Trustees shall not receive any compensation for their services as Trustees. This provision does not in any way preclude the President from receiving compensation for services as President and CEO of the Association.
To the fullest extent permitted by law, the Association shall indemnify any Trustee, officer, employee, or agent, or former Trustee, officer, employee, or agent of the Association (an “indemnitee”), against expenses actually and necessarily incurred by such indemnitee in connection with the defense of any action, suit, or proceeding in which that indemnitee is made a party by reason of being or having been such Trustee, officer, employee, or agent, except in relation to matters as to which that indemnitee shall have been adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of a duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which an indemnitee may be entitled under any bylaw, agreement, or resolution of the Board of Trustees, or otherwise.
If authorized by the Board of Trustees, all expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit, or proceeding.
The Association shall purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Association would have the power or obligation to indemnify such person against such liability under this Section.
The Bylaws may be altered, amended, or repealed by affirmative vote of a majority of the whole Board of Trustees.