The ARPAS Foundation is in good financial status with a balance of $271,248.91 as of December 31, 2020. Outlays this past year were less than in previous years because of the COVID virus. The number of graduate student ARPAS exams paid for by the Foundation was significantly less than in 2019 ($475 vs. $1,900). Thanks again go to Executive VP Kenneth Cummings for contributing a significant portion of his stipend to the Foundation.

Amendments to the ARPAS Foundation Bylaws
Approved by the ARPAS Governing Council: January 22, 2021.

Talking Points from Andy Cole, immediate past chair

1. The ARPAS Foundation Bylaws have no designated method to amend the Foundation Bylaws. Therefore, an amendment that defines the method to amend the Foundation Bylaws is proposed.
   1. The small five-member Foundation Board committee should probably not have the power to amend the Foundation Bylaws (it too easily leaves open the opportunity for malfeasance); neither does the Foundation answer to the ARPAS membership. Therefore, it is suggested that any amendments to the Foundation Bylaws be approved by a two-thirds vote of the Governing Council.
   2. An amendment to the ARPAS Bylaws does not appear to be necessary to make the recommended changes to the ARPAS Foundation Bylaws.
   3. I/we propose the following amendment to the Foundation Bylaws to be approved by the Foundation Board and ARPAS Governing Council:
   Proposed Amendment 1: Add the following:
   
   ARTICLE VI
   Amendments
   
   Changes to the ARPAS Foundation Bylaws may be made by a three-fifths majority vote of the ARPAS Foundation Board followed by a two-thirds majority vote of the voting members of the ARPAS Governing Council, provided that notice in writing of the proposed amendments shall have been sent to the members of the Governing Council at least one month before the date of the vote on the amendment(s).
2. Several ARPAS members have expressed a desire to donate to the ARPAS Foundation to fund special projects, such as graduate student travel to meetings. We are proposing an amendment to the ARPAS Foundation Bylaws that will allow members and nonmembers to make such a designation when donating to the ARPAS Foundation.
   1. We feel an amendment to the ARPAS Bylaws is not necessary to make the proposed changes to the Foundation Bylaws.
   2. These donations need to be set up like an endowment with a defined minimum contribution (proposed at $25,000 but to be determined by the Foundation Board) so there are sufficient funds to cover the cost of the designated “program” and a sunset clause, so they are not perpetual if events change the need. Also, the system needs to be set up in such a way that the use of donated funds can be modified in case the specified program no longer exists, etc.
   3. I/we feel the following statement in the proposed amendments captures the needs of the last two points. “The ARPAS Foundation Governing Board will make every effort to abide by donors’ written desires but will have final say on the use of those funds each year.”
   Proposed Amendment 2: Add the following to the existing text under ARTICLE III:
   
   ARTICLE III
   Use of Funds
   
   Individuals who donate to the ARPAS Foundation may designate how the earnings from their donation will be used, so long as that designation is not contrary to the purpose of the Foundation and so long as the earnings from the donation are sufficient to fund the designation. The minimum donation required (initially set at $25,000) can be changed via a simple majority vote of the ARPAS Foundation Governing Board. The ARPAS Foundation Governing Board will make every effort to abide by donors' written desires but will have final say on the use of those funds each year.
3. The status of ARPAS and the ARPAS Foundation have changed since the initial bylaws were written; therefore, the following two amendments are needed to bring the bylaws up to date.
   Proposed Amendment 3: Modify ARTICLE I to read as follows:
   
   ARTICLE I
   Purpose
   
   The purpose for the ARPAS Foundation is to provide a funding source for educational efforts and developmental activities of members independent of the ARPAS annual budget for funding.
   
   The ARPAS Foundation is set up as a 501(c)3 with will have tax-exempt status under the charter of ARPAS and will be able to accept gifts and grants that are tax deductible from its members and supporters.
    
   Proposed Amendment 4: Modify ARTICLE II to read as follows:
   
   ARTICLE II
   Reporting Relationship
   
   The Foundation will still be a function of ARPAS and report to the ARPAS Governing Council, and utilize the non-profit status of ARPAS for tax purposes.
   This Foundation is organized separately from the ARPAS financial structure and is not funded as a part of the ARPAS annual budget or any current ARPAS reserve funds.
   A Governing Board will be established to conduct the business of the Foundation.
4. The addition of the proposed “ARTICLE VI–Amendments” dictates the following needed change:
   Proposed Amendment 5: Change “ARTICLE VI–Termination of the ARPAS Foundation” to “ARTICLE VII–Termination of the ARPAS Foundation”