Draft — pending adoption. These bylaws are the working draft prepared for adoption by the founding board upon completion of the Delaware incorporation. The adopted version, with its effective date, will replace this draft and remain permanently published here.
Article I — Name, Purpose & Offices
1.1 Name. The name of the corporation is National Reverse Recruiters Association, Inc. (the “Association” or “NRRA”), a nonstock corporation organized under the Delaware General Corporation Law.
1.2 Purpose. The Association exists to define and advance the profession of reverse recruiting: to publish and maintain a competency model and code of ethics; to certify practitioners by examination and reviewed work; to maintain a public registry of credentials and honors; to confer honors on merit; and to promote public understanding of candidate-side representation. The Association is organized on a non-profit basis; no part of its net earnings inures to the benefit of any private individual.
1.3 Offices. The Association maintains a registered office and registered agent in Delaware, and such other offices as the Board designates.
Article II — Membership
2.1 Classes. The Association has four classes of membership: Affiliate (open to any person supporting the purposes of the Association), Professional (practitioners meeting the published practice requirements), Certified (Professional members holding a current NRRA credential), and Firm (organizations employing one or more Professional or Certified members). The Board publishes the qualifications, rights, and dues of each class.
2.2 Admission and dues. Membership is granted on application, attestation to the Code of Ethics, and payment of dues set annually by the Board. Dues are not refundable except as the Board provides.
2.3 Good standing. A member is in good standing when current on dues and not under suspension. Only Certified members in good standing may use NRRA credential designations or appear in the public directory.
2.4 Resignation, suspension & expulsion. A member may resign in writing at any time. A member may be suspended or expelled for violation of the Code of Ethics or these bylaws, only on the recommendation of Ethics Review after notice and an opportunity to respond, and subject to appeal to the Board under Section 8.3.
Article III — Meetings of Members
3.1 Annual meeting. The Association holds an annual meeting of members, in person or by remote communication, to receive the reports of the officers and to conduct any election then required.
3.2 Special meetings. Special meetings may be called by the President, the Board, or on the written request of ten percent of voting members.
3.3 Notice, quorum & voting. Notice of every meeting is given at least ten days in advance. Ten percent of voting members constitutes a quorum. Professional and Certified members in good standing each carry one vote; Affiliate and Firm memberships are non-voting. Action is by majority of votes cast unless these bylaws require otherwise.
Article IV — Board of Directors
4.1 Powers. The business and affairs of the Association are managed by its Board of Directors, which adopts standards on the recommendation of committees, approves budgets, confers honors, and holds fiduciary responsibility.
4.2 Composition. The Board consists of no fewer than three and no more than nine directors, and must include, once the founding period ends: at least two directors independent of any member firm, one public member representing the interests of job seekers, and at least one director elected by the voting membership.
4.3 Founding period. Until the first annual meeting following the certification of the founding class, the incorporator-appointed founding Board serves, fills vacancies, and recruits the independent and public seats. The founding period confers no exemption from any standard of the Association.
4.4 Terms & vacancies. Directors serve staggered three-year terms, renewable once consecutively. Vacancies are filled by the Board for the remainder of the term.
4.5 Meetings & action. The Board meets at least quarterly. A majority of directors constitutes a quorum; action is by majority of directors present, or by unanimous written consent.
4.6 Recusal. A director is recused from any matter — certification, judging, honors, or ethics — in which the director or the director's firm has a personal or commercial interest. Recusals are recorded in the minutes.
Article V — Officers
5.1 Officers. The officers of the Association are a President, one or more Vice Presidents, and a Secretary‑Treasurer, elected by the Board for two-year terms. One person may hold two offices, except President and Secretary‑Treasurer.
5.2 President. The President chairs the Board, represents the Association publicly, and exercises general supervision over its affairs subject to the Board.
5.3 Vice President, Standards & Certification. Oversees the competency model, the certification program, examination integrity, and the registry, reporting to the Board through the relevant committees.
5.4 Secretary‑Treasurer. Keeps the corporate records and minutes, maintains the membership register, oversees funds and accounts, files the Delaware annual report and all required returns, and reports on the finances at each Board and annual meeting.
Article VI — Committees & Panels
6.1 Standing bodies. The Board maintains: a Standards Committee (competency model and Code of Ethics), a Certification Committee (examinations, portfolio review, registry, and certification appeals), an Integrity Panel (Championship judging protocol and award audits), and Ethics Review (complaints, investigations, and sanctions). Chairs are appointed by the Board; the Integrity Panel and Ethics Review must be chaired by directors or appointees independent of any member firm.
6.2 Separation of powers. No person may simultaneously sit on the Certification Committee and compete in the Championship season being judged; no person may review their own conduct, their firm's conduct, or a matter in which they hold an interest.
Article VII — Certification & Honors
7.1 Credentials. The Association issues the credentials published in its certification framework. Credentials are earned by examination and reviewed work, remain the property of the Association, and are revocable for cause under Article VIII.
7.2 Honors. Honors are conferred on merit under published rubrics and protocols. No fee, sponsorship, or office of the Association may purchase or influence an honor.
7.3 Registry. The Association maintains a public registry of every credential issued, every honor conferred, and any sanction applied.
Article VIII — Ethics & Discipline
8.1 Code of Ethics. The Code of Ethics binds every member. Attestation is a condition of admission and renewal.
8.2 Procedure. Complaints are received by Ethics Review, which screens, investigates, and decides with written reasons. The respondent receives notice of the complaint and a reasonable opportunity to respond before any sanction.
8.3 Sanctions & appeal. Sanctions range from required remediation to suspension, revocation of credential, and expulsion, and are recorded in the registry. A respondent may appeal to the Board within thirty days; conflicted directors are recused from the appeal.
Article IX — Conflicts, Indemnification & Finance
9.1 Conflicts of interest. Directors, officers, and committee members disclose conflicts annually and as they arise; the Board maintains a conflict-of-interest policy and records compliance.
9.2 Indemnification. The Association indemnifies its directors, officers, and committee members to the fullest extent permitted by Delaware law.
9.3 Fiscal year & review. The fiscal year is the calendar year unless the Board sets otherwise. The Board arranges an annual financial review and reports a summary to the membership.
Article X — Amendments & Dissolution
10.1 Amendments. These bylaws may be amended by a two-thirds vote of the Board, provided that amendments affecting membership rights or the composition of the Board under Section 4.2 also require ratification by a majority of votes cast by the voting membership.
10.2 Dissolution. On dissolution, after payment of liabilities, remaining assets are distributed to one or more organizations with purposes consistent with the Association's, as the Board designates; no assets are distributed to any member or private individual.
Draft prepared 2026 for adoption by the founding board. Adopted: [date pending] · Certified by the Secretary‑Treasurer: [pending]
The NRRA