National Pilot Car Association, Inc (Npca)
BYLAWS
OF
NATIONAL PILOT CAR ASSOCIATION, INC (NPCA)
ARTICLE I - OFFICES
The principal office of the Association shall be in the City of Mesa, in the County of Maricopa, in the State of Arizona. The Association may also have offices at such other places within and without this state as the board may from time to time determine or the business of the Association may so require.
ARTICLE II - PURPOSES
The purposes for which this Association has been organized is as stated in the Certificate of Incorporation which may be amended as required. The Association is organized exclusively for charitable, educational and scientific purposes, including for such purposes, the making of distribution to Association that qualify as an exempt Association under section 501 (c) (6) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in the purposes clause hereof.
The Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal Income Tax under section 501 (C) (6) of the Internal Revenue Code, or corresponding section of any future tax code, or (b) by an association, contributions to which are deductible under section 170 (C) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon dissolution of the Association, assets shall be distributed according to the will of the board of NPCA for one or more exempt purposes within the meaning of section 501 (C) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or an alternate is not specified, then shall be distributed to the federal government, or state or local government for public purposes. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the Association is then located, exclusively for such association or associations as said court shall determine, which are organized, which are operated exclusively for such purposes. Nothing shall go to any current or past member of the NPCA Board of Directors.
ARTICLE III – DIRECTORS
SECTION 1. MANAGEMENT OF THE ASSOCIATION
The Association shall be managed by the board of directors which shall consist of the officers and directors as provided in Section 2 of this Article, but never fewer than five in total. Each director shall be at least eighteen years of age. The total membership of the Board shall be counted as the total number of filled officers and directors positions, excluding any vacancies.
SECTION 2. ELECTION AND TERM OF OFFICERS AND DIRECTORS.
The Board of Directors shall provide for an election by secret ballot in December of each year wherein members in good standing shall have the right to cast their votes for the officers at large and for their directors by region. Each director shall hold office from the first day of February of the calendar year following that in which they shall have been elected until the expiration of the term for which he/she was elected or from their date of appointed by the Board. The terms of office of directors shall expire on January 31st of the calendar year in which their term is to expire, when they have been removed from the Board, upon the resignation of a director submitted in writing, or until documented proof is presented of the death or incapacity of the director. Each office or directorship shall be placed on the ballot for election year in the calendar year prior to their term’s expiration. The initial commencement of terms are included below, terms shall renew automatically thereafter for the term lengths provided.
President 3 years Commencing February 1st 2015
Senior Vice President 3 years Commencing February 1st 2016
Legislative Vice President 3 years Commencing February 1st 2016
Vice President of Insurance Policy 3 years Commencing February 1st 2015
Vice President of Public Relations 3 years Commencing February 1st 2017
Treasurer 3 years Commencing February 1st 2017
Directors shall be 2 from each of the four AASHTO regions
Region 1
Director 1 2 years Commencing February 1st 2017
Director 2 2 years Commencing February 1st 2016
Region 2
Director 1 2 years Commencing February 1st 2017
Director 2 2 years Commencing February 1st 2016
Region 3
Director 1 2 years Commencing February 1st 2017
Director 2 2 years Commencing February 1st 2016
Region 4
Director 1 2 years Commencing February 1st 2017
Director 2 2 years Commencing February 1st 2016
The Board of Directors shall appoint a Secretary who shall be a non-voting officer of the Association to keep the records of the organization.
If there are not enough directors from one region then a director may be elected from a another region to fill the vacancy. The Executive Board shall consist of the elected officers of the Board of Directors provided above and have such powers and authorities as the Board of Directors at large shall direct. No individual may hold more than a single elective office.
SECTION 3. INCREASE OR DECREASE IN NUMBERS OF DIRECTORS.
The number of directors may be increased or decreased by amendment to these Bylaws. No decrease in numbers of directors shall shorten the term of any incumbent director or result in the removal of a director.
SECTION 4. VETTING PROCESS.
The Board of Directors shall establish a written vetting process attached to these Bylaws by which potential directors shall be determined to be fit for election or appointment.
ARTICLE IV - BOARD ACTIONS
SECTION 1. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an amendment to these Bylaws and vacancies occurring on the board for any reason may be filled by a vote of the directors then in office, even if less than a quorum exists, unless otherwise provided in the certificate of Incorporation. Newly created offices shall be so established that the office shall be placed on the ballot at the next election, irrespective of when the term is proposed to expire.
A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold the unexpired term of his predecessor. Directors filling such vacancies shall hold office from the time at which their appointment has been made by the Board of Directors until the conclusion of the unexpired term for the office to which he or she was appointed.
SECTION 2. REMOVAL OR SUSPENSION OF DIRECTORS
Any or all the directors may be removed by action of the board. Directors may be removed due to failure to fulfill duties required by board, misconduct, theft or misrepresentation of the Association. Board members shall receive notice no less than five days in advance of any
meeting in which their removal is to be discussed. Removal must be approved by a majority vote of the membership of the board. Directors who have been removed shall not be eligible for director or officer positions for a period of not less than five years. The Board may waive the five-year requirement. The Board of Directors may remove any board member or officer at any time and for any lawful reason. The Board shall establish a procedure for considering the removal of officers and board members.
SECTION 3. RESIGNATION
A director may resign at any time by giving written notice to the board, the president or the secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. The President shall respond in writing to confirm the resignation.
SECTION 4. QUORUM OF DIRECTORS
Unless otherwise provided in the certificate of Incorporation, one third of the Membership of the Board of Directors shall constitute a quorum for the transaction of business on any specified item of business.
SECTION 5. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the quorum of the directors shall be the act of the board. Each director and elected officer shall have one vote.
SECTION 6. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meeting at the office of the Association or at other places, either within or without the state, as it may from time to time determine Board meetings may be held via conference calls and over electronic media.
SECTION 7. REGULAR ANNUAL MEETING
A regular annual meeting of the board shall be held at a time and location to be announced by the Executive Board.
SECTION 8. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT
Regular meetings of the board may be held with at least 24 hours’ notice at such time and place as it shall from time to time be determined. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon four hours’ notice to each director either personally or by mail, electronic device, e-mail, or wire.
Special meetings shall be called by the president or by the secretary in a like manner or on request of three directors. Notice of a meeting need not be given to any director who submits a waiver of notice before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
SECTION 9. CHAIRMAN
At all meetings of the board or executive board, the President shall perform as chairman of the meeting. In his or her absence the sr. vice president then a chairman chosen by the board shall preside.
SECTION 10. COMMITTEES
The board may designate committees, each consisting of not less than one director. Each such committee shall serve at the pleasure of the board, and the board can establish whatever committees it deems appropriate.
SECTION 11. REPORT OF COMMITTEE ACTIVITIES
Each committee which has met between board meetings and the Executive Board shall report any actions to the board of directors at the next regularly scheduled board meeting.
SECTION 12. RESTRICTION OF INTERESTED PERSONS
No more than forty-nine percent (49%) of the persons serving on the executive board and board of directors may be interested persons. An interested person is any person who is compensated by the Association for services rendered to it within previous twelve months, whether as a full time, or part time employee, independent contractor, or otherwise. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Association.
SECTION 13. NOTICE OF CONTENT OF MEETING
The notice shall state the time of the meeting, and the place, phone or other electronic communication equipment for the meeting if the place is other than the principal office of the Association. The notice need not specify the purpose of the meeting.
SECTION 14. ACTION BY WRITTEN CONSENT
Any action required or permitted to be taken by the membership may be taken without a meeting, if Board members consent in writing to the action within the specified time; to include writing through electronic media. The written consent or consents shall be filed with the minutes of the proceedings of the membership. The action by consent shall have the same force and effect as the vote as the membership at any meeting.
ARTICLE V - OFFICERS
SECTION 1. PRESIDENT.
The president shall be the chief executive officer of the Association; he or she shall preside at all meetings of the members and of the board, and/or executive board; he or she shall have the general management of the affairs of the Association and shall see that all orders and resolution of the board are carried into effect. If the President has resigned, been removed, or is otherwise unable to discharge the duties of office and a new President has been appointed by the board, the Presidency shall be submitted to vote by the members at the next election to fill the remainder of the unexpired term.
SECTION 2. SENIOR VICE-PRESIDENT
During the absence or disability of the President, the Senior Vice President, shall have all the powers and functions of the president. During the absence or disability of the President and the Senior Vice President shall have all the powers and functions of the President.
SECTION 3. VICE-PRESIDENTS
During the absence or disability of the President and the Senior Vice President, as well as the Vice President, the Board shall select an Acting President who shall have all the powers and functions of the President. The Board shall provide by act of the board for the order of succession and delegation of duties for the Vice Presidents.
SECTION 4. SECRETARY
The Secretary shall be an appointed, non-voting, office. The secretary shall be appointed by the Board and shall serve at the Board’s pleasure. The Secretary shall keep the minutes of all the Board of Directors, and Executive Board. Minutes may be recoded in written, electronic, or audio recording form He or she shall have the custody of the seal of the Association and shall affix and attest the same to documents when duly authorized by the Board of Directors, and shall keep the Association seal in safe custody. He or she shall keep a copy of the Articles of Incorporation and the Bylaws, as amended to date. He or she shall keep a record of the Association membership showing each member’s name, and address. He or she shall attend to the giving and serving of all notices of the Association, and shall have charge of such books and papers as the board of directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office.
SECTION 5. TREASURER
The Treasurer shall have the care and custody of all the funds and securities of the Association, and shall deposit said funds in the name of the Association in such bank or trust company as the executive officers, and directors may elect; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association, when countersigned by the President; he or she shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors or executive officers and countersigned by the president. He or she at any reasonable time shall exhibit his or her books and accounts to any director or officer of the Association upon application at the office of the Association in the location of the Treasurer during ordinary hours. At the end of each Association year, he or she shall have an audit of the accounts of the Association and filing of all necessary tax documents, made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the board, at which time he or she shall also present an annual report setting forth the financial conditions of the Association.
SECTION 6. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of the Association shall execute to the Association a bond in the sum and surety or sureties as the board may direct, conditioned upon the faithful performance of the duties of his or her duties to the Association and including responsibility for negligence and for the accounting for all property, funds or securities of the Association which may come into his or her hands.
SECTION 7. COMPENSATION FOR BOARD SERVICE
Officers and Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Association, as long as a majority of disinterested Board of Directors approve the reimbursement. The Association shall not loan money or property to, or guarantee the obligation of, any Director.
SECTION 8. COMPENSATION FOR PROFESSIONAL SERVICES BY DIRECTORS
Officers and Directors are not restricted from being remunerated for professional services provided to the Association. Such remuneration shall be reasonable and fair to the Association and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
ARTICLE VI - CODE OF ETHICS
The Association and its Officers, Directors and Employees will comply with the Association’s Code of Ethics, attached as Exhibit A.
ARTICLE VII - MEMBERSHIP
SECTION 1. MEMBERSHIP
A. In order to enjoy the benefits and privileges of membership at all levels, dues must have been paid in full, or current in monthly dues payments if on a payment plan.