NARTS Association Bylaws

 

ARTICLE I – MEETINGS

Section 1. PLACE OF MEETING: Any and all meetings of the members and of the board of directors of this corporation may be held within or without the State of Illinois and may be held through the use of a conference telephone or other interactive technology, including but not limited to electronic transmission, Internet usage or remote communications.

 

Section 2. ANNUAL MEETING OF MEMBERS ENTITLED TO VOTE: The annual meeting of members entitled to vote for this corporation shall be held on a date fixed by the Board of Directors each calendar year.

 

Section 3. NOTICE OF ANNUAL MEETING OF MEMBERS ENTITLED TO VOTE: At least ten (10) days prior to the date fixed by Section 2 of this article for the holding of the annual meeting of members entitled to vote, written notice of the time, place and purposes of such meeting shall be transmitted, as hereinafter provided, to each member entitled to vote at such meeting.

 

Section 4. DELAYED ANNUAL MEETING: If, for any reason, the annual meeting of the members entitled to vote shall not be held on the day hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be had there as at an annual meeting—provided however, that the notice of such meeting shall be the same herein required for the annual meeting, namely not less than a ten (10) day notice.

 

Section 5. ORDER OF BUSINESS AT ANNUAL MEETING: The order of business at the annual meeting of the members entitled to vote may be as follows:

 

1. Roll call,
2. Reading of minutes of last preceding meeting,
3. Report of President,
4. Report of Secretary,
5. Report of Treasurer,
6. Report of Directors,
7. Report on the Election of Directors held in pursuant to Article III,
8. Transaction of other business mentioned in the notice, and
9. Adjournment,

 

provided that, in the absence of any objection, the presiding officer may vary the order of business at his/her discretion.

 

Section 6. SPECIAL MEETING OF MEMBERS ENTITLED TO VOTE: A special meeting of the members entitled to vote may be called at any time by the president or by a majority of the board of directors. The method by which such meeting may be called is as follows: upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the president, or by a majority of the board of directors, the corporation office shall transmit the notice by a broadcast email and publication in the corporation’s newsletter requisite to such meeting. 

 

Section 7.  NOTICE OF SPECIAL MEETING OF MEMBERS: At least three (3) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of such meeting shall be sent via broadcast email, as hereinafter provided, to each member entitled to vote at such meeting. No business not mentioned in the notice shall be transacted at such meeting.

 

Section 8. ORGANIZATIONAL MEETING OF THE BOARD: Within a reasonable period of time following the election of the board of directors, the board shall convene to elect officers for this corporation.

 

Section 9. REGULAR MEETING OF THE BOARD: Regular meetings of the board of directors shall be held at such time as the board of directors feels necessary to transact corporate business. No notice of regular meetings of the board shall be required. Any director who fails to attend one of any two (2) consecutive meetings of the Board may be proposed for removal from the board pursuant to Article III. Attendance at all meetings by the board of directors is deemed required, except for extenuating circumstances. Meetings of the board may be in person or by conference telephone or other communications equipment by means of which all persons participating in such meeting can communicate with each other.

 

Section 10. SPECIAL MEETINGS OF THE BOARD: Special meetings of the board of directors may be called by the president, or by a majority of the board of directors, at any time by means of written notice by mail, fax or electronic transmission of the time, place and purpose thereof to each director as the president, or the majority of the board, in their discretion shall deem sufficient, but action taken at any such meeting shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided.

 

Section 11. NOTICES AND MAILINGS: Notices shall be sent by the corporation office consistent with the provisions of these bylaws. Every notice shall be deemed duly served when the notice has been transmitted by broadcast email and published in the corporation’s newsletter. It is the requirement of the members of this corporation to notify the office of this corporation of the change of address and email address of the members' business and it is not the duty or obligation of the corporation to find the new address and/or email address.

 

Section 12. WAIVER OF NOTICE: Notice of the time, place and purpose of any meeting of the members or of the board of directors may be waived by mail, fax or electronic transmission, either before or after such meeting has been held.

 

ARTICLE II - QUORUM

SECTION 1. QUORUM OF MEMBERS: Each Primary and Life Member whose dues are in good standing as of the voting eligibility date established annually by the Board of Directors shall be entitled to one (1) vote for each Director position to be filled in that election. The voting eligibility date shall occur before voting opens and shall be communicated to the membership as part of the official election notice. Each Primary and Life Member shall be entitled to one (1) vote, in person or by proxy, on each matter properly submitted to the voting membership on a date fixed by the Board. The presence, in person or by proxy, of Primary and Life Members representing one tenth of the voting rights of the corporation shall constitute a quorum at a meeting of the voting membership. Members shall not be entitled to vote on amendments to the Articles of Incorporation or Bylaws.

 

Section 2. QUORUM OF DIRECTORS: A majority of directors present or by telecommunication hookup shall constitute a quorum.

 

ARTICLE III - VOTING, ELECTIONS AND PROXIES

Section 1. ONE VOTE PER PRIMARY OR LIFE MEMBER: Only one (1) vote is allowed from each proprietorship, partnership, or corporation, profit or nonprofit, holding Primary membership status, whether they be owners, officers, managers of a single shop, multiple locations or multiple distribution channels. Life members are allowed only one (1) vote per person. Additional memberships of the resale or thrift stores and individuals or entities holding Associate, Provisional, Sustaining or Affiliate membership shall be granted non-voting status.

 

SECTION 2. ELECTIONS: Elections for Directors shall be conducted electronically through a secure online voting process. The Board of Directors shall annually establish the nomination period, voting eligibility date, voting period, and related election deadlines. Voting shall conclude before the Organizational Meeting of the Board. Notice of the election schedule and voting instructions shall be sent to eligible Primary and Life Members through official communication channels designated by the Board. Tie votes shall be resolved by a vote of the Board of Directors. If the number of qualified candidates does not exceed the number of available Board positions, the qualified candidates shall be declared elected without conducting an electronic election.

 

SECTION 3. ELECTION REQUIREMENTS AND RESULTS: Voting for Directors shall be noncumulative. In a contested election, the qualified candidates receiving the highest number of votes shall be elected to the available Board positions. After the election results are certified, the corporation shall promptly notify the candidates and announce the results to the membership through official communication channels designated by the Board.

 

Section 4. NOMINATIONS: All nominations for board membership shall be self-nominations and shall be made by submitting a completed call for nomination form to this corporation on this corporation’s Website. Eligibility will be determined by Article IV.

 

ARTICLE IV - BOARD OF DIRECTORS

 

NUMBER, TERM AND QUALIFICATIONS OF DIRECTORS: This not-for-profit corporation shall be governed by a Board of Directors composed of five persons. Each Director shall serve a term of approximately two (2) years, beginning when the Director is seated and continuing until a successor is seated at the Organizational Meeting following the election held during the second year of the Director’s term. The actual length of the term may vary based on the date of the Organizational Meeting. Director candidates shall meet the following qualifications at the time nominations for the Board election close:

 

1. the candidate shall be:
   1. a Primary member of this corporation for at least two consecutive years prior to nomination; or
   2. a Primary member who has recently assumed ownership/leadership of the business but who has been an Associate member of this corporation in good standing for at least four consecutive years immediately prior to becoming a primary member, or
   3. an Associate member of this corporation who meets all of the following requirements:
      1. the Primary member’s membership shall have been in good standing (dues no more than 30 days past due) for the 12 consecutive months prior to nomination;
      2. has at least four years continuous service with the Primary member’s business,
      3. has at least four consecutive years of NARTS membership in good standing, and  
      4. submits a written statement from the sponsoring Primary member recommending the person, while confirming acknowledgment and approval of the time, financial commitments, and obligations required to serve on the Board;
2. the candidate Primary membership of this corporation shall have been in good standing (dues no more than 30 days past due) for the 12 consecutive months prior to nomination;
3. the candidate shall have attended at least two educational functions of this corporation, one of which must be Annual Conference during the two years prior to nomination;
4. the candidate shall have represented a firm, partnership, corporation or other business entity selling at retail, goods that consist predominantly of used or recycled personal or household merchandise for a period of at least two years prior to nomination;
5. the candidate shall not hold a Partner membership;
6. the candidate shall not be an owner, co-owner, officer, partner, employee of—or in any way associated with—any firm, partnership, corporation or other business entity providing products or services to store members of this Corporation or to entities selling at retail, goods that consist predominantly of used or recycled personal or household merchandise;
7. the candidate shall have attained the age of majority as defined by the state of the persons' residence;
8. the candidate shall not have any conflict of interest with this corporation, as reasonably determined by a majority vote of the board of directors;
9. the candidate shall not, for a period of two years, have been an employee of, independent contractor of or professional advisor to this corporation for remuneration;
10. the candidate shall not, for a period of two years, have provided, directly or indirectly, any products or services to this corporation for remuneration;
11. the candidate shall not, for a period of two years, been a direct or indirect owner of any independent contractor to this corporation, any professional advisor of this corporation, or any entity which has provided products or services to this corporation for remuneration during such two-year period;
12. the candidate shall not, for a period of two years, have been a Board member of any other National resale association; and
13. one candidate only from the same related group of entities (ownership, franchise, or license) shall serve on the board.
14. the candidate shall not, during the five (5) years immediately preceding the close of nominations, have been subject to final written disciplinary action by NARTS for a substantiated violation of the NARTS Code of Ethics, Code of Conduct, Conference Policy and Disclaimer, or another conduct policy adopted by the Board of Directors. Final written disciplinary action includes a written warning, removal from a NARTS event or activity, restriction from future NARTS events or activities, censure, probation, suspension, or removal from membership.  An allegation, complaint, pending investigation, educational conversation, verbal warning, finding of insufficient evidence, or finding that no violation occurred shall not constitute disciplinary action under this provision.

 

Each director shall hold office for the term for which he/she is elected and until his/her successor is elected and qualified, unless the director resigns and such resignation is accepted by the board or the director is removed by a vote of the primary and life members for cause or without cause.

 

Section 2. STAGGERED BOARD: Annual elections will alternate with two (2) seats available in odd years and three (3) seats available in even years. The reason for this is so there will always be some experienced members on the board of directors.

 

Section 3. VACANCIES: Vacancies in the board of directors may be filled by appointment made by the remaining directors. Each person so selected to fill a vacancy shall remain a director until his successor has been elected by the members, who may make such election prior to the next annual meeting or at any special meeting duly called for that purpose and held prior thereto.

 

Section 4. ACTION BY UNANIMOUS WRITTEN CONSENT: If and when the directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid corporate action as though it had been authorized at a meeting of the board of directors.

 

Section 5. POWER TO AMEND ARTICLES AND MAKE BYLAWS: The board of directors shall have power to amend the articles of incorporation and make and alter any bylaw or bylaws, including the fixing and altering of the number of the directors, provided that the board shall not amend the articles of incorporation or make or alter any bylaw or bylaws fixing the qualifications, classifications or term of office of any member of the then existing board.

 

Section 6. POWER TO ELECT OFFICERS: The board of directors shall select a president, a vice-president, a secretary and a treasurer. The fifth board member will automatically be a director. 

 

Section 7. POWER TO APPOINT OTHER OFFICERS AND AGENTS: The board of directors shall have power to appoint such other officers and agents as the board may deem necessary for transaction of the business of the corporation.

 

Section 8. REMOVAL OF OFFICERS: Any officer may be removed by the board of directors whenever in the judgment of the board the business interests of the corporation will be served thereby. 

 

Section 9. POWER TO FILL VACANCIES: The board shall have power to fill any vacancy in any office occurring from any cause whatsoever.

 

Section 10. DELEGATION OF POWER: For any reason deemed sufficient by the board of directors, whether occasioned by absence or otherwise, the board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

 

Section 11. POWER TO APPOINT EXECUTIVE COMMITTEE AND OTHER COMMITTEES: The board of directors shall have power to appoint by resolution an executive committee composed of two or three directors who, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the business of the corporation between meetings of the board. The board of directors shall also have the power to appoint other committees composed as the board determines in its sole discretion, but such committees shall not have the power to exercise the authority of the board of directors. 

 

Section 12. POWER TO REQUIRE BONDS: The board of directors may require any officer of agent to file with the corporation a satisfactory bond conditioned for faithful performance of these duties.

 

Section 13. COMPENSATION: The compensation of directors, officers, and agents may be fixed by the board.

 

ARTICLE V – OFFICERS

Section 1. PRESIDENT: The president shall be selected by, and from the membership of, the board of directors. He/she shall be the chief executive officer of the corporation. He/she shall preside over all meetings of the board and of the members. He/she shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect. He/she shall be an ex officio member of all standing committees and shall have the general power and duties of supervision and management usually vested the office of president of a corporation. Term of office of any individual serving as President is limited to four (4) years whether successive or in consecutive.

 

Section 2. VICE-PRESIDENT: The vice-president shall be selected by, and from the membership of, the board of directors. He/she shall perform the duties and exercise the powers of the president during the absence or disability of the president.

 

Section 3. SECRETARY: The secretary shall attend all meetings of the members and of the board of directors; and of the executive committees, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He/she may keep in his/her custody the seal of the corporation and may have authority to affix the same to all instruments where its use is required. He/she may give all notices required by statute, bylaw or resolution; he/she shall perform such other duties as may be delegated to him/her by the board of directors or by the executive committee.

 

Section 4. TREASURER: The treasurer shall oversee general financial management of the corporation and keep copies of pertinent financial records. The treasurer will review expenditures and report results of review at each board meeting.  The Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the organization.  The treasurer is responsible for maintaining the corporations’ books or for recommending to the Board an outside non-affiliated bookkeeper to hire to maintain the books.  The outside bookkeeper should not have an existing relationship with the treasurer’s store or the accounting firm that prepares the corporation’s taxes.

 

It is further required that the corporation’s fiscal year be closed and taxes filed within 60 days of the end of the fiscal year.  Taxes must be filed using an outside accounting firm. Prior to the beginning of the fiscal year, the Treasurer shall submit a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall report to the Board on the condition of such records and financial condition quarterly. The Treasurer shall prepare and submit to the Board a financial statement showing the net worth at the close of the fiscal year.

 

The President and the Treasurer must be added as signers to the bank accounts within 30 days of being elected.

 

Section 5. ASSISTANT SECRETARY AND ASSISTANT TREASURER: The assistant secretary, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer.

 

Section 6: REIMBURSEMENT OF OFFICERS: Reimbursement of officers' expenses on behalf of this corporation may be made with the approval of the board of directors. Proof of the expenditures shall be required.

 

Section 7: All committees of the corporation must report their plans to the board for approval before any speakers, meeting plans (including city, specific hotel, & meals) can be confirmed and posted to the general membership / public.

 

ARTICLE VI - STOCK AND TRANSFERS

Section 1. NO-STOCK BASIS: This not-for-profit trade Association shall not be organized on a stock-share basis.

 

ARTICLE VII - EXECUTION OF INSTRUMENTS

Section 1. CHECKS ETC.: All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the board of directors shall from time to time designate for that purpose.

 

Section 2. CONTRACTS, CONVEYANCES, ETC.: When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president or vice-president and the secretary, may execute the same in the name and behalf of this corporation and may affix the corporate seal thereto. The board of directors shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.

 

ARTICLE VIII - POWER OF BOARD TO BORROW MONEY

Section 1. POWER TO BORROW: The board of directors shall have full power and authority to borrow money whenever in the discretion of the board the exercise of said power is required in the general interests of this corporation and in such case the board of directors may authorize the proper officers of this corporation to make, execute and deliver in the name and behalf of this corporation such notes, bonds, and other evidence of indebtedness as said board shall deem proper, and said board shall have full power to mortgage the property of this corporation, or any part thereof, as security for such indebtedness, and no action on the part of the membership of this corporation shall be requisite to the validity of any such note, bond, evidence of indebtedness or mortgage.

 

ARTICLE IX - MEMBERSHIP AND DUES

Section 1. MEMBER APPROVAL: Any person applying for membership to this corporation is subject to the approval of the board of directors. Retail membership in this corporation is limited to individuals representing retail stores and shops that continuously conduct the business described in Section 2 of this Article from non-residential physical retail premises or through a dedicated online Internet presence and falling within the following categories of retail stores and shops:

 

1. For-profit retail stores and shops, which solicit inventory on a consignment basis, or on a "buy outright" basis; or 
2. Not-for-Profit retail stores or shops operated by and on behalf of charities they represent, providing that those charities have been granted Section 501 (C)(3) status under the Internal Revenue Code. 

 

Retail stores and shops which (a) receive or purchase inventory originally solicited as a charitable donation, but operate in whole or in part for the benefit of a for-profit person or entity; (b) operate in or from a residence; (c) engage only in seasonal or event sales; (d) operate in or from a multi-dealer mall or market; and/or (e) lease or license third parties to conduct business on premises they own, lease or control shall NOT be eligible for membership.

 

Partner membership in this corporation is limited to companies or corporations supplying goods or services to the retail membership of this corporation.

 

Section 2. MEMBERSHIP CATEGORIES: There are the following membership categories:

 

Retail Membership Categories:

PRIMARY:  Any person representing a firm, partnership, corporation or other business entity selling at retail goods that consist predominantly of used or recycled personal or household merchandise shall be eligible for Primary Membership. There shall be one and only one Primary Member from any group of persons or business entities that are related to each other through direct or indirect ownership, financing or licensing arrangements.

 

ASSOCIATE:  Any person, partner, or employee of a Primary Member in good standing in the Association shall be eligible for Associate Membership.

 

PROVISIONAL:  Any individual or person planning to be eligible for Primary Membership within one year from the date of acceptance into the Association in this Membership category shall be eligible for Provisional Membership. No Provisional Member shall be eligible to renew its Provisional Membership without express prior approval of the Associations’ Membership Services Director.  Renewal of Provisional Membership is limited to one additional year. 

 

SUSTAINING:  Any person who has been a Primary or Associate Member of this Corporation in good standing for a period of no less than five years and has retired from active involvement in the resale industry, provided that such person applies for conversion of membership to Sustaining within a period of one year of the date of expiration of the applicable Primary or Associate membership.

 

LIFE:  Any person who has been a Primary Member of this Corporation in good standing for a period of no less than five years, before retiring from active involvement in the resale industry, and has been deemed by the Board of Directors to have made significant contributions to the Association may be considered for Life membership. This class of membership may be conferred upon an eligible member only by a majority vote of the Board of Directors.  

 

Partner Membership Category:

PARTNER:  Any firm, partnership, corporation or other business entity providing products or services to store members of this Corporation or to entities selling at retail, goods that consist predominantly of used or recycled personal or household merchandise.

 

Section 3. Dues: Dues and other fees for membership are set by the board of directors. Individuals joining this organization are to pay one full year dues plus application fee, if applicable, at time of applying for membership.  Member dues renewal will be payable each year on the first day of the month of the anniversary of their joining. Any member who is sixty (60) days in arrears in payment of dues shall be in default and the membership of that member shall be automatically terminated.

 

Section 4. REMOVAL OF MEMBER: Any member whose conduct or actions are deemed prejudicial to this corporation may be removed from membership by a majority vote of the board of directors. The member must be served with written notice, either by mail or email, or personally, or both. The written notice will set forth the allegations, or charges, against the member and the date upon which the board of directors will consider removal. The member shall have the right to counter such allegations and submit any defenses in writing to the board prior to the date of consideration. Any Member terminated in accordance with this provision shall immediately remove and further cease and desist to use any and all references to or indicia of membership in this corporation.  Besides removal of membership, there is authority for the board of directors to censor, put on probation, excuse or dismiss the charges against the member. Findings of the board of directors are conclusive. 

 

Section 5. REINSTATEMENT: Membership status is effective as of the date of reinstatement and not as of the date of original membership.

 

ARTICLE X - AMENDMENT OF BYLAWS

Section 1. AMENDMENT, HOW AFFECTED: These bylaws may be amended by the actions of the board of directors pursuant to their authority granted in Article IV, Section 5 of these bylaws. If the membership is to amend the bylaws, then the nature of the proposed amendment must have been stated in the call of the meeting.

 

ARTICLE XI - ETHICS

Section 1. ETHICS: Members of this trade association agree to adhere to standard ethical business practices and agree to adhere to the Ethics Code adopted and approved by the board of directors February, 1987, and to subsequent Ethics Code Provisions.

 

ARTICLE XII - GRIEVANCES, ARBITRATION

Section 1. GRIEVANCES: The board of directors of this corporation may appoint a committee which will handle grievances of the membership.

 

Section 2. ARBITRATION: Controversies that cannot be settled internally between the membership and the board of directors and/or officers or agents of this corporation, are to be settled and determined by arbitration in the County of Macomb in the State of Michigan, in accordance with the rules of the American Arbitration Association. Any award rendered therein shall be filed and binding on each and all of the parties thereto.

 

ARTICLE XIII - DECISION NOT TO FORM CHAPTERS

Section 1. NO CHAPTERS: The board of directors of this corporation and the members have decided that at no time in the present, or in the future, should individual chapters be formed in the name of the National Association of Resale & Thrift Shops. This is in keeping with the purpose of this trade association. This trade association absolves itself from any responsibility for the conduct of individual members who form affiliations, groups, clubs or other entities resembling chapters because this is not done with the assent of the board of directors.

 

ARTICLE XIV - MISCELLANEOUS

Section 1. WAIVERS: If any provision or provisions of these bylaws have been waived, these waivers do not mean that the board of directors has to waive enforcement in the future.

 

Section 2. SEVERABILITY: If any part of parts of these bylaws shall be held to be inoperative, then the remaining parts of these bylaws shall still remain binding.

 

 

Adopted: November 1984
Restated and Amended: August 27/28, 1994
As Amended: November 20, 1994
As Amended: November 24, 1996
As Amended: June 25, 1998
As Amended: September 24, 2001
As Amended: June 26, 2003
As Amended: June 21, 2007
As Amended: November 1, 2008
As Amended: November 3, 2012
As Amended: June 25, 2015
As Amended: October 6, 2021
As Amended: July 31, 2022
As Amended: September 12, 2023
As Amended: October 13, 2025
As Amended: December 8, 2025
As Amended: July 20, 2026
As Amended: July 21, 2026