NACM Affiliation Agreement [2017]

2017 Affiliation Agreement with Exhibits (PDF)

AGREEMENT MADE as of this _________ day of August , 2017 by and between NATIONAL ASSOCIATION OF CREDIT MANAGEMENT, a Maryland nonstock, not-for-profit corporation, with its principal office and place of business at 8840 Columbia 100 Parkway, Columbia, Maryland 21045‑2158 hereinafter called “National” or “NACM,” and _________________________________________________, having its principal office and place of business at ________________________________________ hereinafter called “the Affiliate” or “Affiliate”.

Witnesseth, That

Whereas, the NACM Board of Directors and the Affiliate Council have reviewed and approved this agreement as the sole form of contract between NACM and Affiliated Associations; and,

Whereas, NACM and the Affiliate have determined that it would be in their mutual interest and benefit that Affiliate be recognized and conduct its operations as an NACM Affiliated Association; and,

Whereas, the parties agree that this Agreement defines the criteria and obligations of the affiliation and the procedures to be employed by Affiliate and NACM in the conduct of their relationship; and,

Whereas, the parties also agree to work with and support the objectives of the other in alignment with the terms and objectives of this Agreement;

Therefore, in consideration of the parties meeting the terms and conditions of this Agreement, NACM recognizing that, to the best of NACM’s knowledge, _________________________________________ meets, and as long as it continues to meet all of the terms of this Agreement, it shall be recognized as an Affiliate of the National Association of Credit Management.

Article I.

Definitions

Affiliated Association: An affiliated association is an entity that is legally distinct from NACM. An Affiliate is operated in support of and conducts activities that advance the mission common to NACM and meets the terms of this Affiliation Agreement.

Affiliate Assistance Program: NACM is prepared to support the needs of Affiliates through the Affiliate Assistance Program. The goal of this program is to provide resources and assistance, through an experienced COO network, to observe, offer advice or direction, and recommend actions that may remedy a challenging situation.

Affiliate Service(s) Committee: The Affiliate Service(s) Committee oversees the operations of core services activities of NACM Affiliates approved to operate, offer and sell Core Services and is responsible for creating and recommending changes to the Core Service standards, rules, regulations, procedures maintained in the service(s) Code of Conduct.

Core Services: Core Services are defined as the services that are core to supporting both affiliated members and the operational and financial success of the Affiliate. The Affiliate Core Services are: Business Credit Reporting, Industry Credit Groups, Collections, and Commercial Adjustments

Good Standing: The Affiliate will be considered to be in good standing provided it meets all of the terms set forth in this Agreement.

Majority Vote: A majority vote is more than half of the votes cast of those present and voting, provided that a majority of all Affiliates is present.

Receipt shall be deemed to be five (5) days after the mailing of an invoice.

Semiannually means once within the first six calendar months and once within the last six calendar months.

Super Majority Vote: A super majority vote means at least two-thirds of the votes cast by those present and voting, provided that a majority of all Affiliates is present.

Article II.

Terms and Conditions for Affiliated Associations

The NACM Board of Directors establishes the terms and conditions for creating and recognizing Affiliated Association status.

Affiliated Association status is defined through this contractual NACM Affiliated Association Agreement (“Agreement”) between NACM and the Affiliate.
Corporate Status
1. The Affiliate and any related business or service corporation related to the Affiliate is, and agrees to remain, a non-stock membership corporation.
  1. This requirement does not apply to any Affiliate that failed to meet the non-stock requirement as of September 1, 2009 provided that the Affiliate has maintained its affiliation status continuously since September 1, 2009.
2. The Affiliate agrees to comply with all applicable governmental laws and regulations.
Affiliation Status
1. Any Affiliate, not approved for affiliation as of January 1, 1995, will be ineligible to apply for affiliation status unless there is an open area in which to operate, unless it can immediately sign a minimum of 100 members and it agrees to meet all of the requirements of this Agreement.
Required Minimum Service Offerings
1. The Affiliate will actively offer, market and generate revenue from the sale of memberships to qualify and maintain its status as an Affiliate of the National Association of Credit Management.
  1. The Affiliate agrees to make its best effort to recruit and retain members, known as affiliated or national members.
2. In accordance with the Codes of Conduct and after approval, the Affiliate will offer, actively market and generate revenue from the sale of at least two Core Services to qualify to continue to be recognized as an Affiliate of the National Association of Credit Management.
3. The Affiliate agrees to support the mission, vision and offerings of NACM.
Core Services of the Affiliate
1. The Code of Conduct for the Operation of an approved NACM Affiliate Business Credit Reporting Operation is attached to this Agreement as Exhibit D.
2. The Code of Conduct for the Operation of an approved NACM Industry Credit Group Service is attached as Exhibit E.
3. The Code of Conduct for the Operation of an approved NACM Collection Service is attached to this Agreement as Exhibit C.
4. The Code of Conduct for the Operation of an approved NACM Commercial Adjustment Service is attached to this Agreement as Exhibit B.
5. The Affiliate, if approved to offer an NACM Affiliate Core Service, agrees to comply at all times with the standards, rules, regulations, procedures of that Core Service’s Code of Conduct.
6. The Affiliate agrees to use its name and the NACM Affiliate Icon in connection with its approved Core Services.
Required Certification
1. By January 31^st of each year, the Affiliate agrees to complete an annual certification, furnishing true statements to each question or item listed.

Article III

Relationships of Organizations

Each party to this Agreement recognizes the value of affiliating with each other. Both parties agree that their missions are compatible and that their activities will significantly support and advance the credit management profession and professional.
1. Each party to this Agreement will exercise responsible stewardship over its tangible and intangible assets, manage its risks effectively, and institute effective financial and accounting
2. Each party to the Agreement recognizes that their business operations are entwined through shared members, shared customers and clients and a shared brand. As such, the relationship between the Affiliate and NACM goes beyond a business relationship or business alliance.
Areas of Responsibility
The United States is divided into Areas of Responsibility, one or more of which may be assigned to the Affiliate by the Committee responsible for the oversight of Affiliate Services. Although the primary purpose of Areas of Responsibility is to provide the Affiliate with the responsibility for the development and maintenance of business credit information for the area(s) assigned to it, the Affiliate agrees to accept the responsibility of offering, marketing, building and maintaining memberships throughout its assigned area of responsibility and to also offer, actively market, build and maintain the sale of its core services throughout its assigned area of responsibility.
1. Affiliate agrees to actively solicit membership and offer its core and other services within its Area of Responsibility.
2. Affiliate agrees to be respectful of others’ areas of responsibility.
3. Affiliate agrees that memberships sold outside of its area of responsibility must be sold for a permissible business reason, such as to a member who joins a national or regional group sponsored, maintained and actively hosted by the Affiliate.
Contracts
Recognizing that each Affiliate in the network is an independent business and that NACM is an independent business with a contractual relationship with all Affiliates, the Affiliate agrees to exercise extreme caution, care, and to use sound business judgment when entering into contractual agreements in its name.
1. The Affiliate agrees that it may enter into contracts in its name only.
2. The Affiliate agrees that one Affiliate cannot bind the network of Affiliates and/or NACM when entering into contracts.
Brand
Recognizing that the NACM brand is used and shared by each Affiliate in the network and NACM, and recognizing that the actions of any one party can diminish or disparage the NACM brand, the Affiliate agrees to conduct itself in an ethical and fair manner and agrees to adhere to the highest standards possible.
Regional Conferences and Events
The Affiliate agrees to honor an equal rotation of regional conferences and events in a region among the participating Affiliates in the region. Affiliates wanting to serve as a regional conference host agree to work together on the schedule and that the non-hosting Affiliates agree to support the conference with marketing. Regional conferences will rotate around, within the interested Affiliates.

Article IV

Administration & Leadership

The 2017 Article IV was amended and adopted May 2019

Codes of Conduct
1. The Affiliate Service(s) Committee is responsible for creating and recommending changes to the Core Service standards, rules, regulations, procedures maintained in the service(s) Code of Conduct.
  1. With the approval of the Affiliate Service(s) Committee and the Affiliate Council, the Affiliate may offer Core Services through an outsourcing agreement to another NACM Affiliate approved for said service(s).
Network of Affiliates
1. The Network of Affiliates may be grouped into regions to facilitate governance and operational efficiencies.
  1. The Affiliate agrees to make its best effort to support regional activities.
Affiliate Council
1. The Affiliate Council, a Committee of Affiliated Association Chief Operating Officers (COOs) and other representation, will work to represent the Network of Affiliates for the betterment of the Network and the organization.
  1. The Affiliate Council may propose such rules as it deems appropriate regarding the conduct of the Council or the qualifications for membership on the Council. The Council Rules are attached to this Agreement as Exhibit A.
    1. Changes to the Council Rules will be approved by a super majority vote, as defined in Article I, of Affiliates.

Article V

Duties and Obligations

Recognizing the need to present the organization as a unified brand, the Affiliate agrees to support and implement initiatives approved by a super majority vote of the Chief Operating Officers of the Network of Affiliated Associations, approved by super majority vote of the Affiliate Council and supported by the NACM Board of Directors.
The highest ranking Chief Staff Officer of the Affiliate will make his or her best effort to attend at least one in-person scheduled meeting of the Affiliate Association Chief Operating Officers held during a calendar year.
1. The Affiliate COO may send a substitute staff representative to meetings rather than attending, provided that the qualified representative is both knowledgeable about the issues at hand and in the position to cast a vote on behalf of the Affiliate.
  1. By sending a substitute staff representative, the Affiliate COO does not satisfy the meeting attendance requirements for COOs.
2. Non participation in at least one in-person scheduled meeting of the Chief Operating Officers during a calendar year will render the Affiliate ineligible to receive commissions from NACM, to participate in Requests for Proposals (RFPs), and to participate in merger agreements made without following the RFP process.
3. The NACM President and NACM Affiliate Council Chair shall keep the attendance records.
Recognizing that projects approved by a super majority of the Network of Affiliates and by the NACM Board of Directors may need funding from time to time, the Affiliate agrees to timely pay in full assessments approved by the Affiliate Council for such initiatives that will benefit, advance and improve the mission of NACM collectively.
Management of the Affiliate
1. The Affiliate’s operations will be managed by the Affiliate’s employed Chief Staff Officer, who will have an undivided duty of loyalty to the Affiliate.
2. While also supporting NACM and the entire network of NACM Affiliates, the employed Chief Staff Officer will dedicate his or her full attention to building the Affiliate’s operations: building and serving the membership, marketing, building and offering the Affiliate’s Core Services, and other services.
3. With the approval of the NACM Board of Directors and the Affiliate Council, the day-to-day management responsibilities of the Affiliate may be outsourced to another NACM Affiliate with employed staff.
Change in Management of Affiliate Day-to-Day Operations
1. The Affiliate agrees to obtain the approval of the appropriate Affiliate Committee and the Affiliate Council and the NACM Board of Directors prior to outsourcing the management of its operations in whole or major part.
2. The management of the operations of the Affiliate may only be outsourced to another NACM Affiliate meeting all of the conditions within this Agreement.
  1. If the Affiliate desires to outsource the management of its day-to-day operations, it must prepare and submit a written explanation to the NACM Board of Directors as to why the outsource arrangement is needed and how it will improve and grow overall operations.
  2. The Affiliate serving as the provider of the management services must provide a copy of its most recent audit report or financial statements along with a plan addressing how the operations of the Affiliate will be improved through the outsource arrangement.
  3. Should the Management Outsource Agreement be approved by the Affiliate Council and then by NACM Board of Directors, a copy of the management outsource agreement must be filed with National. Amendments or renewals to the Management Outsource Agreement will also be filed with the NACM President citing any changes to the original agreement approved.
  4. The NACM President is authorized to share information from the Management Outsource Agreements with the Affiliate Council and/or Affiliate Service(s) Committee as needed to respond to inquiries or resolve issues arising about the outsource agreement. All information shared will be held in strict confidence.
  5. Should the Management Outsource Agreement not be approved by the Affiliate Council and the NACM Board of Directors, and should the Affiliate move forward without approval, this Agreement will terminate.
The Affiliate agrees that upon termination of its affiliation with NACM that it will not solicit, offer, sell and/or make available, in any form or manner or through any entity, membership in NACM to its clients or any third party.

Article VI

Financial Condition and Obligations

Financial Condition
1. At the conclusion of the Affiliate’s fiscal year end, and on an annual basis thereafter, the Affiliate will submit to the NACM President:
  1. A copy of its annual audit report within 30 days of receipt, or,
  2. A copy of its fiscal year end financial statements including a balance sheet, statement of activities/profit & loss statement, and a statement of cash flows signed by the COO (the highest ranking paid staff member) and CEO (the highest ranking board member), or,
  3. Provided that the Affiliate has not fallen past due with its financial obligations to NACM more than one time in the prior year, it may furnish a statement, signed by the COO (the highest ranking paid staff) and CEO (the highest ranking board member) attesting that the Affiliate:
    1. enjoys adequate cash flow to meet its obligations as they come due, and,
    2. is current (meeting all terms of payment) in all of its payables, and,
    3. is solvent on a balance sheet basis.
2. Financial statements of the Affiliate will not be shared or disclosed and will be treated as strictly confidential.
  1. NACM’s chief financial staff member will review financial statements as they are received and provide a statement to the NACM Board if, and only if, there appears to be financial instability.
  2. The NACM Board may mandate actions to remedy the financial instability including that Affiliate enter into the Affiliate Assistance Program or other actions in order to maintain its affiliation. The Affiliate agrees to follow such Board mandates.
  3. Compliance will be monitored by the NACM President, who will report findings to the Affiliate Council. After discussion with the Council, the Affiliate Council will recommend an appropriate course of action to the NACM Board of Directors, including but not limited to, that a waiver be granted or that the Affiliation Agreement be terminated.
3. At the conclusion of its fiscal year, NACM agrees to make a copy of its financial Audit report available to the Affiliate Network and members.
Financial Obligations
1. NACM agrees to keep its financial obligations and commitments to the Affiliate; payments will be timely made, within terms, to the eligible Affiliate.
2. The Affiliate agrees to keep its financial obligations and commitments to National; payments will be timely made, within terms, to NACM.
  1. Should the Affiliate be delinquent in sums owed to NACM for more than 60 days, the Affiliate agrees to submit to NACM a copy of its most recent financial statements, to include a balance sheet, statement of activities (income statement) and statement of cash flows and continue to submit timely copies of its monthly financial statements for each month it continues to be in arrears.
  2. NACM may discontinue services to members of the Affiliate should sums owed to NACM remain unpaid for more than 60 days.
3. The Affiliate agrees to timely pay Affiliate Council Fund assessments agreed to and affirmatively voted upon by a super majority of the Affiliates and the Council.
  1. The Affiliate Council Fund is a trust fund established for the benefit of NACM Affiliates and may be used as follows:
    1. To defray the cost of speaker fees at meetings that benefits the affiliates.
    2. To defray the cost of meeting expenses that benefits the affiliates.
    3. To defray the cost of marketing or special projects that benefits the affiliates.
    4. To pay the cost of legal fees for actions other than litigation and approved by a super majority of the Affiliates.

Article VII

Change in Ownership, Consolidations, Mergers, Sale, Transfer of Assets

Change in Ownership: Consolidation, Mergers, Sale, Transfer
1. The Affiliate agrees that any consolidation, merger, sale or transfer of substantially all of its assets with or to another Affiliate must be approved by the NACM Board of Directors.
2. The Affiliate agrees that should it be party to a consolidation, merger, sale or transfer of substantially all of its assets, or change of ownership to other than an existing Affiliate that is a non-stock membership corporation, this Agreement will terminate.
  1. The Affiliate may reapply for affiliation after the consolidation, merger, sale or transfer of substantially all of its assets or change of ownership, which will be subject to approval by the NACM Board of Directors.
3. The Affiliate agrees that should it wish to enter into discussions about merging, consolidating, selling or transferring of substantially all of its assets with an existing Affiliate holding a valid Affiliation Agreement and if one of the parties is being represented, led or conducted by an Affiliate Board of Directors then:
  1. The Affiliate agrees to notify in writing the NACM President of its intentions prior to entering into negotiations.
  2. Upon such notification, the NACM President will advise the NACM Executive Committee and the Affiliate Council Chair.
  3. After notification and discussion with the NACM Executive Committee and the Council Chair, the NACM President may contact the Chair of the Board of Directors of the Affiliate to ensure that all merger, consolidation, sale or transfer options have been fully explored.
  4. NACM may offer alternatives, including advising and recommending options such as the Affiliate Assistance program or the solicitation of expressions of interest through a Request for Proposals from other Affiliated Associations.
  5. If the Affiliate wishes to merge with or consolidate into another Affiliate, the Affiliate agrees to conduct its search by the Request for Proposals (RFP) protocol approved by the NACM Board Directors.
    1. For an Affiliate to be eligible to participate in the RFP process, it must have been current in all sums owed to NACM for 11 of the 12 months preceding the RFP and be in full compliance with this Agreement.
4. Should the Affiliate wish to enter into discussions about merging, consolidating, selling or transferring substantially all of its assets with an existing Affiliate holding a valid Affiliation Agreement and if the discussions are between two or more Chief Staff Officers, the merger may be conducted without an RFP provided that all parties to the merger:
  1. have consistently met the requirements set forth in this Agreement defined as at least 11 out 12 times in the preceding 12 months and,
  2. have had the same paid leadership (Chief Staff Officer) for at least two years and that the Affiliate paid leadership has attended at least two national COO meetings over two years leading up to the merger, and,
  3. have provided early (pre-negotiation) notice to the NACM Executive Committee. The NACM Executive Committee will hold the notice in confidence and will consider approval of the bypass of the RFP process.
  4. agree to keep in close communication with the NACM Executive Committee throughout the process.

Article VIII

Use of the NACM Name and Logo Use

Affiliate Use of the NACM Name as part of its Name.
1. Affiliates are encouraged to use the NACM name, including as part of D/B/A names.
  1. After December 31, 2017, if the Affiliate changes its name to include NACM, then the Affiliate agrees to choose a name with a local or regional geographic reference after seeking and receiving prior approval of the NACM President and NACM Board of Directors.
  2. The name change request will be submitted in writing to the NACM President. The NACM President will forward the request to the NACM Board of Directors for approval.
2. The Affiliate agrees not to use the NACM name to refer to itself in any manner or combination that is confusingly similar to NACM’s name or identity (“NACM”) or to another Affiliate’s name or identity or to suggest that it serves a constituency outside of its assigned area of responsibility.
3. Any Affiliate currently using “NACM” as part of its name and seeking a name change that will still include “NACM” will seek and obtain the approval of the NACM President and NACM Board of Directors before proceeding with the change.
4. Any Affiliate not currently using “NACM” as part of its name but seeking a name change to incorporate “NACM” as part of its new name will seek and secure the approval of the NACM President and NACM Board of Directors before proceeding.
5. If the Affiliate is using “NACM” or “National Association of Credit Management” as part of its name and becomes no longer Affiliated with NACM for any reason, the Affiliate agrees to cease the use of such name(s) and forever remove any and all references to NACM and the National Association of Credit Management within 90 days of the termination of Affiliation. In addition, if “NACM” or “National Association of Credit Management” is part of the legal name of the Affiliate, such as a corporate name or DBA, then the Affiliate agrees to file all necessary documents, including but not limited to a trade name amendment with the appropriate Secretary of State authority or authorities if incorporated in more than one state, also within 90 days of the termination of Affiliation. The Affiliate also agrees to remove any and all references to NACM and National Association of Credit Management in its publications, public messages, marketing collateral and any other form of communications.
Logo Use
1. The Affiliate agrees to follow the logo use policy by December 31, 2017.
  1. The Affiliate agrees to use the NACM Affiliate Master Icon, the line along with their name and/or logo. This requirement extends to print collateral and online/web/social media uses. For those Affiliates already using NACM as part of their name, the Affiliates agree to drop the NACM when used in combination with the Affiliate Master Icon so as not to be redundant with the icon.
  2. The Affiliate agrees that when the brand tagline is used, it will be right justified with the closest line of text, in the designated color and font. If the logo is used without the tagline, the tagline must be used within close proximity of the logo.
  3. The Affiliate agrees to supply the Affiliate identifiable logo (the NACM Affiliate Master icon, the line, along with the name and/or logo) to any service providers with whom it enters into a contractual agreement.

Article IX

Affiliated and National Memberships

Eligible for membership are business entities conducting commercial operations in the course of which secured or unsecured commercial credit is extended to others. Corporations/companies are members of the Affiliate.
Companies join NACM through the Affiliate and are known as Affiliated Members of NACM. Upon joining the Affiliate, the company member is also joining and is a member of NACM. National member companies join through NACM. All credit department personnel of the National member are considered as National Members.
Excluded from eligibility for Affiliated membership is any business entity engaged in providing industry credit group, adjustment or commercial debt collection services which had not been accepted for membership prior to June 1, 1965, and any business entity providing credit reporting services which had not been accepted for membership prior to June 1, 1977, provided such membership has not lapsed since such admission.
The types of Affiliated Memberships that an Affiliate will offer and agrees to accept include but are not limited to:
1. Regular members: Companies, at a location, join the Affiliate. The company location shall appoint a representative as its member representative. This member is known as the regular member of record for the company.
2. Multiple Members: If an Affiliated Regular member company holds more than one membership in the same Affiliate within its area of responsibility, this member is identified as a multiple member.
  1. Additional locations of a member company may join the same Affiliate within its area of responsibility and appoint member representatives who are known as multiple members.
  2. Additional representatives at a member location can be appointed as multiple members of record for the company, within an Affiliate’s area of responsibility.
  3. Within the Affiliate’s area of responsibility, no separate legal entity such as a corporate subsidiary shall qualify as a multiple member.
3. Honorary Membership: will be made available to those who have served the Affiliate in a volunteer capacity and have retired from, or are no longer active in, the credit and financial management field/profession and are not associated with, or employed by, a company.
  1. Former members, who are unemployed and who are actively seeking a position in the field, may be reported as Honorary Members for a period not to exceed two consecutive years or 24 months. Honorary membership provides individuals with a way to maintain a relationship with NACM by receiving email announcements, Business Credit magazine and access to the NACM Career Center.
  2. Honorary members are not provided with the right to vote on NACM business as prescribed in the Bylaws for the organization.
4. The Affiliate will use its best efforts to solicit, secure and retain membership.
  1. Affiliate must, on a net basis, retain not less than 85% of its total membership in any historical consecutive 12-month period.
  2. Should retention drop below 85% in any consecutive 12-month period, the Affiliate must obtain a waiver to continue to be recognized as an Affiliate of the National Association of Credit Management.
5. The waiver must be submitted in writing to the National Board of Directors outlining the circumstances of being unable to retain 85% of total members, including details of things like membership campaigns, number of outreach attempts made to non-renewing members and the number of outreach attempts made to current members.
6. The NACM Chair and NACM President will discuss the circumstances of the waiver with the Affiliate Council. After discussion with the Affiliate Council, the NACM Board will consider the circumstances outlined in the waiver and take action, including but not limited to, that the Affiliate be mentored by another Affiliate with progress reports sent to the NACM Board, an audit of Affiliate membership be conducted, participation in the Affiliate Assistance Program or termination of the Affiliated Association Agreement.
7. National Membership: is designed to reward and assist national companies with reduced NACM membership pricing and single invoice management and reporting.
  1. The NACM National Membership is based on a “per representative” model, featuring a flat, per representative fee.The membership dues invoice and representative changes will be managed by NACM. NACM will communicate representative changes with the Affiliates.
  2. The NACM Board of Directors will establish the national dues amount. National dues are invoiced by NACM and paid to each Affiliate based on the location of each named National Member.
  3. The NACM National Membership is based on an annual fee; once paid, no refunds can be made although substitutions for representatives may be made throughout the year.
  4. The NACM National Membership fee covers only Affiliate and National membership dues; dues for industry credit group membership are additional and must be coordinated and purchased by the member representative through the Affiliate group sponsor.
  5. In order for a representative to be eligible to join an Affiliate industry credit group, the representative must be a “named” National Member representative.
  6. Companies eligible to apply for an NACM National Membership must:
    1. Currently hold memberships with 5 Affiliates or more and enroll at least 10 member representatives; and,
    2. Operate a decentralized credit operation with separate A/R’s; and,
    3. Agree to contribute full file (defined as at least 80%) of its customer aging for all member entities to the national/shared database; the contribution will belong to all participating Affiliates and not attributed to any single participating Affiliate; and,
  7. NACM National will administer the membership, sending the invoice, collecting the dues and remitting dues to each Affiliate; and,
  8. National Members will supply a list of all credit department personnel.
  9. The A/R data contribution will support the NACM National Trade Credit Report and will be coordinated by NACM Tampa. NACM National Members send A/R files to one place at least every 30 days that will be shared with all of the National Trade Credit Report Affiliates.
  10. NACM National Members may be eligible for a national credit report contract, negotiated by NACM Tampa and benefiting NACM NTCR Affiliates.
8. National will not disclose the specific membership list, or portions thereof, of any Affiliate to any person or entity providing any of the Core Services without the advance written permission of that Affiliate.
9. The Affiliate agrees to recognize, honor and accept a member’s valid membership in another Affiliate to meet the NACM membership requirement to join a local, regional or national industry credit group.
Reporting
1. Membership Reporting
  By the 10^th of each month, the Affiliate agrees to report membership activity for the prior month using a format acceptable to NACM. Membership activity reporting requirements include: reporting changes about adds/new members, drops/expired memberships, deletions, substitutions and transfers to the membership rolls. Reporting changes includes reporting contact information, as specified from time to time by NACM, for all of its Affiliated/Regular/Full, Multiple and Honorary members. Reporting that no changes have occurred will be considered as a report.
  1. Information to be reported includes but is subject to change as business tools evolve: Member Type, Member Company Name, Representative’s Name, Representative’s Title, Physical/Ship To Address, City, State, Zip, Email, Phone, Fax, SIC/NAICS Code. For resignations, Resignation Codes are required.
  2. Changes to the Affiliate’s total membership number will be reflected in the NACM membership dues billing the following month.
  3. Changes made to the Affiliate’s membership totals will not be retroactive.
  4. Failure to file a timely report in any calendar quarter will render the Affiliate ineligible to receive commissions for that quarter. Should the Affiliate already be ineligible for the commission program for other reasons, then a financial fine equaling 5% of the membership dues last invoiced by NACM may be assessed for each month where a timely report is not received.
  5. After the close of each monthly reporting period, NACM will contact each member dropped from the Affiliate’s membership roll in writing, provided that the company holds no other Affiliate membership, to convey how much the member will be missed.
2. Credit Group Reporting
  If approved to provide credit groups, the Affiliate agrees to submit, and keep current, a list of the names of its credit groups to NACM, providing the group name, the group’s status as local, regional or national and a statement of the group’s purpose.
  1. The Affiliate agrees to report changes to the administrative management of the Group to NACM within 60 days of the change.
3. Credit Group Membership Roster Reporting
  The Affiliate, if approved to provide credit groups, agrees to submit national, regional, and local group member rosters to the NACM Membership Department so that their NACM membership can be verified.
  1. Not less than semiannually, the Affiliate agrees to report credit group membership activity for the prior month(s) using a format acceptable to NACM. Membership activity reporting requirements include: reporting changes about adds/new members, drops/expired memberships, deletions, substitutions and transfers to each industry credit group membership roll.
  2. The NACM Membership Department will alert the Affiliate submitting the credit group membership roster of any inconsistencies with the Membership Requirements set forth in the Code of Conduct for the Operation of Credit Groups.
    1. Failure to file at least semiannually will render the Affiliate ineligible to receive commissions on NACM products and services sold for that year. Should the Affiliate already be ineligible for the commission program for other reasons, then a financial fine equaling 5% of the membership dues last invoiced by NACM may be assessed for each month where a timely report is not received.

Article X

Membership Dues

Dues for all classes of membership will be established by the Board of Directors.
The Affiliate will pay annual dues for each regular, multiple and honorary member as established by the National Board of Directors.
The national portion of NACM Affiliate annual membership dues will be automatically increased based on the Consumer Price Index (CPI).
1. NACM will use the March CPI, announced on or about April 15^th of each year, for the rate by which dues will increase. The CPI will be announced to the NACM Board of Directors at its meeting held in conjunction with the Credit Congress.
2. The NACM Board may, after deliberation and at its discretion, decide to stop the auto increase or change the rate of the increase by super majority vote for a particular year.
3. If the CPI decreases, no dues decrease will be made as the costs of providing services will not have decreased.
4. If an increase greater than the CPI is requested by NACM, discussion will be held.The increase takes effect with the January 1st invoice of the year following the increase announcement, allowing the Affiliates time to prepare and budget for the increase. The time in between the announcement of the dues rate increase and the effective date of the increase allows time for marketing materials and membership dues applications to be updated and for announcements about the increase to be made to the membership.
The rate for multiple and honorary affiliated membership dues is one‑half of the regular member dues rate.
The Affiliate agrees to pay NACM the dues of the affiliated regular, multiple and honorary members in monthly installments on receipt of an invoice from NACM. Receipt shall be deemed to be five (5) days after an invoice is sent.
1. Dues shall accrue on the first day of each month for that month.
2. Should an Affiliate be acquired by or otherwise merge with another, the succeeding Affiliate agrees to pay all outstanding dues payable of the Affiliate being acquired.

Article XI

NACM’s Obligations to Affiliates

NACM agrees that it will not offer, engage in, or endorse any service offered by a non-Affiliate that is also one of the Core Services.
Advertising
1. NACM agrees that it will not accept advertising in its publications from non‑affiliated entities seeking to offer services that are similar to the Core Services, with the exception of national credit reporting services.
  1. In order for an entity offering National Credit Reporting Services to be eligible to advertise in NACM publications, the National Credit Reporting Service must be engaged to do business with at least a majority of Affiliates.
2. NACM agrees to reserve up to two pages in each issue of its national publication at its expense, exclusive of development costs, for advertising in support of Affiliate Core Services.
NACM agrees to manage the meeting logistics of the January Chief Operating Officers meeting.
1. NACM will make its best effort to secure the hotel contract with sleeping and meeting space, within the parameters suggested by the COOs.
2. Parameters are defined as: reasonably priced sleeping rooms, adequate meeting space, and access to dining facilities.
3. NACM agrees to facilitate the invoicing of the cost of the meeting by billing Affiliates and collecting payments.
4. After 180 days, NACM may reimburse itself for any unpaid Affiliate invoices related to the meeting from the Council fund.
NACM agrees to actively promote the NACM brand outside of NACM.
NACM agrees to make available and maintain a web-based NACM Knowledge & Learning Center for affiliated and national members.
1. Four (4) educational offerings will be made available annually, one per calendar quarter, to affiliated and national members within the NACM Knowledge & Learning Center as a benefit of membership (at no additional cost to the member).
2. A key word search of NACM proprietary publications will be maintained and made available to affiliated and national members within the Knowledge & Learning Center.
NACM agrees to provide space in the Expo Hall at the annual Credit Congress so that Affiliates can promote affiliate core services and the NACM National Trade Credit Report.
NACM agrees to furnish Business Credit magazine to affiliated and national members.
NACM agrees to furnish eNews, an electronic newsletter, to affiliated and national members.
When complimentary registrations, exhibit space and speaking opportunities are provided, NACM agrees to support Regional Conferences through exhibiting and speaking.
NACM agrees to provide design support for marketing collateral for Affiliates upon request, provided that National can fit the work requests into its normal business flow. Affiliate agrees to cover the cost of publishing any such collateral.
Upon request by an Affiliate in good standing, NACM agrees to provide design assistance at no cost to create a website.
1. Affiliate agrees to secure and make available a web host at its expense.
2. Affiliate agrees that NACM will provide design services at no cost provided it can manage the project within its normal workflow activities.
3. Affiliate agrees to work collaboratively with National, to create and provide content describing the Affiliate, its services and offerings.
4. Affiliates will name one of its employees to assume the responsibility for routine updates to its website.
5. NACM agrees to provide purchased, licensed, art for the website at its cost.
6. NACM will train that employee on the basics of website changes and updates.
National agrees to host and maintain a COO-Only website resource.

Article XII

Remedy

In the event that either party is not compliant with any requirement of this Agreement, written notification and a time in which to remedy such non-compliance will be provided. Should the Affiliate be the non-compliant party, the NACM Board of Directors will provide written notification of, and a period of time set by the NACM Board of Directors in which to remedy, such non-compliance. Should the Affiliate fail to remedy the non-compliance, NACM may terminate this Agreement.

Article XIII

Term

This Agreement shall be for a term of five years, and shall be automatically renewed in five year increments so long as the Affiliate is in compliance with its terms on the date of renewal.

Article XIV

Termination

This Agreement may be terminated at any time by either party upon 90 days written notice to the other.

Article XV

Governing Law

This Agreement shall be construed according to the law of the state of NACM’s incorporation. Venue for any suit brought for breach of this Agreement may lie in the state of incorporation of National or Affiliate.

Article XVI

Waiver, Hold Harmless, and Indemnification

Affiliate waives all claims, and shall hold NACM, the Affiliate Council, and any person acting through or on behalf of NACM or the Affiliate Council, harmless for any financial damages, costs and expenses (including attorneys’ fees), as well as non-monetary relief, arising or resulting from any action of the Affiliate Council, including involving the Codes of Conduct.

NACM shall indemnify and hold the Affiliate Council and any person acting through or on behalf of the Affiliate Council harmless with respect to any claim for damages, including costs of suit and attorney fees, by an Affiliate arising from arising from any action of NACM in enforcing its bylaws against the Affiliate.

Article XVII

Entire Agreement; Amendment

This Agreement along with the noted Exhibits constitutes the entire affiliation agreement between the parties. This Agreement may be amended or modified without termination of this Agreement, by affirmative vote of two-thirds of all Affiliates in good standing.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly authorized officers the date and year first above written.

NATIONAL ASSOCIATION OF CREDIT MANAGEMENT, INC.

BY:	BY:


NACM National President	NACM National Chair
Date:
BY:	BY:


Chief Operating Officer	Chief Elected Officer
Date:

(Exhibit A)
Rules and Procedures of the Affiliate Council

of the National Association of Credit Management
Adopted: May 2019

Article I.
DEFINITIONS

Good Standing: The Affiliate will be considered to be in good standing provided it meets all of the terms set forth in this Agreement.

Majority Vote: A majority vote is more than half of the votes cast of those present and voting, provided that a majority of all Affiliates is present.

Super Majority Vote: A super majority vote means at least two-thirds of the votes cast by those present and voting, provided that a majority of all Affiliates is present.

ARTICLE II
AFFILIATE COUNCIL PURPOSES AND OBJECTIVES

The purposes and objectives of the Affiliate Council (“Council”) shall be:

To act as a council on behalf of the Network of Affiliates (“Affiliates”).

To coordinate the national activities and interests of the Affiliates.

To foster a greater degree of cooperation among the Affiliates.

To consider opportunities which pertain to the operation of the Affiliates, recommend alternatives and provide advice.

To conduct annual meetings of the Chief Operating Officers (“COOs”) of the Affiliates.

To direct the activities of the Council Committees, whose mission is to improve or oversee products, services and the advancement of Affiliates, and to preside over the Codes of Conduct for each of the core services. The Council Committees are:

1. Affiliate Service(s) Committee;
2. Affiliate Marketing Committee;
3. The NACM National Trade Credit Report Committee (NTCR).
4. Other Committees, as may be appropriate, may be created and named by the Affiliate Council and approved the COOs.

To promote cooperation with and improvement of the services and reputation of the Affiliates.

ARTICLE III
AFFILIATE COUNCIL COMPOSITION AND REPRESENTATION

The Council will be composed of up to twelve (12) individuals, up to ten (10) of whom shall be COOs representing the Affiliates or known as Affiliate Representatives and two (2) of whom shall be representatives of NACM.

One (1) of the Affiliate Representatives shall be known as the Council Chair.

Three (3) of the Affiliate Representatives shall be known as Council Members.

Up to five (5) of the Affiliate Representatives may be Council Committee Chairs and shall be known as Affiliate Council Committee Chairs.

One (1) of the Affiliate representatives shall be the Immediate Council Chair.

The two (2) NACM representatives shall be the NACM National President and NACM National Chair.

ARTICLE IV
AFFILIATE COUNCIL QUALIFICATIONS

Each Member shall have been employed for at least two (2) years in the full-time capacity of COO of an Affiliate, which offers two or more core services, as defined in Article I herein and is in compliance with the terms of the Agreement and the Codes of Conduct.

If a COO with at least two (2) years’ experience as COO is unwilling or unable to serve in the capacity of a Member, the experience qualification may be waived by a majority vote, as defined in Article I herein, of the COOs so that a COO with less experience may serve.

The Council Chair-Elect shall be an Affiliate COO, from an Affiliate in good standing as defined in Article I herein and shall have served at least one (1) year as a Member before assuming the position of Chair.

ARTICLE V
AFFILIATE COUNCIL VACANCIES

A Member or Council Committee Chair vacancy may be filled for the un-expired term.
A Council Chair vacancy may be filled by one of the qualified Members, as nominated and agreed upon by the Council, subject to ratification by a majority vote, as defined in Article I herein, of all COOs

A vacancy in the position of Immediate Past Council Chair may be filled by the most recent Past Council Chair still employed as a COO or the Immediate Past Council Chair may also hold another position on the Council simultaneously.

ARTICLE VI
AFFILIATE COUNCIL TERMS OF OFFICE

The term of office of the Council Chair shall be one year. The Council Chair may not serve more than one consecutive elected term unless no other COO is qualified and willing to serve.

The term of office of a Member shall be three years, excluding any un-expired portion of a previous term filled. A Member may be elected to no more than two consecutive full terms unless there is no other COO who is both qualified as defined herein and willing to serve.

The term of office of a Committee Chair shall be one year. A Committee Chair may not be elected to more than two (2) consecutive terms unless there is no other COO who is both qualified as defined herein and willing to serve.

ARTICLE VII
AFFILIATE COUNCIL MEETINGS

Regular meetings of the Council shall be held at the first annual national meeting of COOs and at any other time or place at the request of the Council Chair.

Special meetings of the Council, either in person or by telephone conference call, may be called by the Council Chair or by vote of a majority of Council members.

Notice of a Council meeting, or any other type of communication representing the business of the Council or of the COOs nationally, may be sent by U.S. mail, fax, or email at the option of the sender. Such communication, by whatever means selected, shall give adequate notice of a meeting or of an action to be considered, in order that the recipients may have a reasonable time to attend or to respond as the case may be. Should a Council Member be unable to attend a meeting, that Member shall be marked as absent and may not send a substitute.

At the discretion of the Council Chair, individuals representing members, other entities, or organizations may be invited to attend and participate in Council meetings without the right to vote.

ARTICLE VIII
AFFILIATE COUNCIL DUTIES AND RESPONSIBILITIES

The Council Chair shall:

1. Prepare an agenda and communicate it to all Council members in advance of all Council meetings.
2. Prepare an agenda and communicate it to all COOs in advance of all national COO meetings.
3. Preside over all meetings of the Council and report to all COOs about suggestions, recommendations and resolutions resulting from meetings of the Council.
4. Preside over all national COO meetings and report to all COOs about suggestions, recommendations and resolutions resulting from the meeting.
5. Serve, with the right to vote, on the NACM National Board of Directors and inform the Council and/or the COOs generally of business pertinent to affiliate interests conducted by the NACM Board.
6. Perform such other duties and functions as may be appropriate to the position of Council Chair.
7. Inform the COOs generally about business pertinent to Affiliate interests conducted by the Council, unless the business was deemed as confidential or relating to a legal issue.

Members shall:

1. Represent the best interests of Affiliated Associations during their terms of service on the Council.
2. The Council Chair and Members serve, with the right to vote, on the NACM National Board of Directors and inform the COOs about the business pertinent to affiliate interests conducted by the NACM Board as directed by the NACM Board Chair.
3. Receive recommendations or resolutions from the COOs pertaining to the Council generally and communicate them to the Council Chair and the Council.

Committee Chairs shall:

1. Represent their Committees on the Council.
2. Solicit recommendations or resolutions from the members of their Committees pertaining to the services and functions represented by their Committee. The Committee Chair shall communicate recommendations or resolutions to the Council Chair and the Council.
3. Preside as Chair of their respective Committees in the manner and for the purposes described in the Code of Conduct for said services.

ARTICLE IX
AFFILIATE COUNCIL VOTING

A quorum for the transaction of business at any regular or special meeting of the Council shall consist of a majority of its members holding office at the time of such meeting.

Each member of the Council shall have one vote on all business before the Council.

A quorum for a meeting of the Affiliates shall be a majority, as defined in Article I herein.

Voting by Affiliates will be based on one vote per association. When not specified in the Affiliation Agreement, a majority of votes cast by those present shall prevail.

ARTICLE X
EXPENSES PAID BY THE AFFILIATE COUNCIL FUND

The Affiliate Council will approve expenditures paid from the Affiliate Council Fund according to the Policies and Procedures of the Fund.

Assessments for the fund will be determined by the Affiliate Council in accordance with the Policies and Procedures of the Fund.

ARTICLE XI
AMENDMENTS TO THE RULES AND PROCEDURES OF THE AFFILIATE COUNCIL

These Rules and Procedures may be amended or repealed by an affirmative vote of a super majority, as defined in Article I herein, of the COOs of Affiliates, in good standing as defined in Article I herein.

An Affiliate is in “good standing” if it meets the definition in Article I herein.

ARTICLE XII
RULES OF ORDER OF THE AFFILIATE COUNCIL

Except as otherwise provided herein, the rules contained in the newly revised edition of “Robert’s Rules of Order.”

ARTICLE XIII
NOMINATION AND ELECTION

At the midyear annual national meeting, one Member shall be nominated by the Council to serve as Council Chair. The Member nominated to serve as Council Chair shall then be elected, by majority vote, by the COOs to serve as the Council Chair-Elect. The Council Chair-Elect will take office as Council Chair the following year. To the extent feasible under the provisions of these Rules, the COOs in such election shall consider rotation of the Chair among all Affiliated Association COOs.

Each Council Chair shall arrange for the election of a qualified successor Members. Following a call for nominations, Members shall be elected to serve by the COO. Voting may be conducted electronically and the nominee with the most number of votes shall be elected as the winner(s).

Committee Chairs will be appointed by the Council Chair.

The NACM National Trade Credit Report Committee (NTCRC) Chair will be a COO from a participating NTCR Affiliate, recommended by the NTCRC and appointed by the Affiliate Council Chair.

The Council and the Chair will use their influence and extend their best efforts to ensure that:

1. Each Committee Chair has had experience and has shown leadership and expertise in the areas such Chair will represent on the Council; and
2. The Committee Chair are rotated to the fullest extent possible among the COOs based upon eligibility and willingness to serve.

The newly elected members of the Council shall take office and assume their duties at the same time as the newly elected officers and directors of the NACM National Board on January 1st.

ARTICLE XIV
CONFLICTS, AMBIGUITY

Any conflicts or ambiguity between these rules and the NACM National Bylaws shall be resolved by the application of the provisions of the NACM Affiliated Association Agreement.

Revision History: January 2006; September 2011; changes approved May 2019