Article 1 – NAME
This Association shall be known as the North Carolina Association of Professional Process Servers, Inc., hereinafter referred to as NCAPPS.
Article II — PURPOSE
To promote, upgrade, and perpetuate the process serving profession through the following objectives:
Section 1. Promoting legislation and rules that will advance the profession.
Section 2. Combating legislation and rules which may harm the profession.
Section 3. Promoting and maintaining professional and ethical standards for the profession.
Section 4. Improving relations between the professional, and the legal community; attorneys, judges, clerks, officers of the court and the general public both nationally and internationally.
Section 5. Promote the North Carolina Association of Professional Process Servers, Inc. to the legal community and to the general public.
Article III — MEMBERSHIP
Section I. Classes of membership and requirements for membership shall be defined by the Board of Directors. All members agree to abide by the By-Laws and Code of Ethics of NCAPPS as a condition of membership.
Section 2. Membership shall be open to all persons:
2.1 Who are at least 21 years of age, and a citizen of the United States.
2.2 No person applying for membership shall be denied membership based on race, color, religion, gender, sexual orientation or ethnic origin.
2.3 Classes of Membership are listed in the NCAPPS Policy Manual.
2.4 All applications for membership must be completed in full on a form approved by the Board of Directors. Each application must be accompanied by the appropriate fees as determined by the Board of Directors and published in the NCAPPS Policy Manual. These funds shall be deposited in a checking account until the application is either approved or rejected.
2.5 Membership shall not be granted to any person who has been convicted of a felony unless such conviction was officially pardoned or the record thereof has been expunged. In addition, membership shall not be granted to any applicant who has had their license, permit, or right to serve process revoked by any issuing authority unless said revocation has been pardoned or the record thereof expunged. Any convictions or revocations described in this section that are more than five (5) years old shall not be grounds for denial of membership.
ARTICLE IV — DUES
Section 1. The annual dues shall be determined by majority vote of the membership at the annual conference and shall remain in effect until changed.
Section 2. The fiscal year covering the payment of dues shall be October 1 — September 30 of the following year.
Section 3. A member whose dues have not been paid by September 30 of any year shall be considered delinquent. If the dues have not been paid by October 31 of that year, membership shall be forfeited. Reinstatement shall be allowed on the terms and conditions as approved by the Board of Directors.
Article V — Election of Officers
Section 1. The officers shall consist of a President, 1st Vice-President, 2nd Vice-President, Secretary and Treasurer.
Section 2. The term of office shall be for a period of one (I) year commencing on the first day of the month following the annual meeting of NCAPPS. Officers may hold office for two (2) consecutive terms with a one (1) year interval before running for the same office.
Section 3. Founding Members shall be eligible to hold office in the Association. Regular members who have been a member for at least one (1) year shall be eligible to hold office in the association. This shall apply after the first annual meeting of 2012.
Section 4. The immediate past president shall serve one (1) year on the Board of Directors.
Section 5. Three (3) directors shall be elected unless the current president is re-elected, in which event four (4) directors shall be elected.
Section 6. Officers shall be elected by majority vote of members present at the annual conference. Remaining directors shall be elected in a single ballot with each member casting one vote for each seat to be filled. There shall be no cumulative voting and members may not vote for the same nominee for more than one seat. Ballots reflecting such votes shall be void as to such seats for which the votes have been made for the same nominee. Nominees receiving the highest plurality of votes will fill all seats in order of total votes received. Majority vote shall not be required. No proxies shall be allowed.
Section 7. At no time shall more than one (1) member hold an office from the same company or agency.
Section 8. No member shall hold the office of President for more than two (2) terms with a one (1) year interval before running for the same office.
Section 9. A vacancy in any office or directorship shall be filled by the Board of Directors.
Article VI — Board of Directors
The initial Board of Directors shall be composed of the Founding Members; thereafter, the Board of Directors shall be composed of the officers, and the immediate Past President.
Article VII — Duties of Officers
Section I. The administration and management of the association shall be controlled by the Board of Directors consisting of all the officers and directors. They shall have the authority to do any and all things necessary for the administration and management of NCAPPS. Decisions shall be reached by majority vote of the Board of Directors members present. No proxy voting shall be allowed.
Section 2. The President shall preside at all meetings, shall make all appointments that are deemed necessary to administer NCAPPS, and shall submit at the annual conference an annual report describing programs and Board of Director actions.
Section 3. The 1st Vice-President shall perform the duties of the office of President whenever the President is unable to do so.
Section 4. The 2nd Vice-President shall perform the duties of the office of President whenever the President and 1st Vice-President are unable to do so.
Section 5. The Secretary shall cause to be recorded the minutes of all Board meetings and the annual meeting.
Section 6. The Treasurer shall be responsible for overseeing all fiscal policies and procedures adopted by the Board of Directors. Specific responsibilities of the Treasurer shall include:
- Presenting an annual financial report of the Association at the annual conference that includes a balance sheet, income and expense declaration and profit and loss statement.
- Create and chair the Budget Committee consisting of the Treasurer, Administrator and two (2) at large members appointed by the President. Treasurer will present budget to the Board of Directors for approval and implementation.
Section 7. A petition, signed by members representing fifteen (15) percent of the total votes eligible to vote at that time in NCAPPS requesting the holding of an election for the purpose of recalling a member of the Board of Directors, or any officer, may be filed at any time with the Secretary. If recall is for the Secretary, the petition shall be filed with the President. After verification of signatures, the President shall certify the petition and immediately direct a ballot be mailed to each member. The ballot shall read as follows:
Shall—name of director—Be Recalled?
A “yes” vote shall be counted as for the recall and a “no” shall be counted as against the recall. Only members in good standing shall be entitled to vote at such election. Such a recall shall require two-thirds affirmative vote to executed ballots received by the Secretary or President within fifteen (15) days. If the recall is successful the Board may fill the vacancy at its next meeting.
Article VIII — DISCIPLINE
Section 1. The Board of Directors shall adopt procedures for arbitration and grievance. All members are bound by the arbitration and grievance procedures as adopted by the Board of Directors. The Board of Directors may, in its sole discretion, approve or disapprove any penalties recommended by an arbitration or grievance procedures as adopted by the Board of Directors. The Board of Directors may, in its sole discretion, approve or disapprove any penalties recommended by an arbitration or grievance committee including but not limited to revocation of membership, suspension of membership, and monetary assessments.
Section 2. A member will not be expelled, suspended or terminated by the Board of Directors for violations of these By-Laws and/or Code of Ethics. No member may be expelled or suspended, and no membership terminated or suspended except pursuant to a procedure which is fair and reasonable, and is carried out in good faith.
Section 3. A member will be expelled, suspended or terminated without first receiving written notice of the reasons therefore. Said written notice shall be provided to the member not less than fifteen (15) days prior to the effective date of the expulsion, suspension or termination. Not less than five (5) days prior date to the effective date of the expulsion, suspension, or termination, said member shall have the opportunity to be heard before the Board Directors, either orally or in writing. The Board of Directors are authorized to decide that the proposed expulsion, suspension, or termination should not take place, or that such action is fair and reasonable taking into consideration all the relevant facts and circumstances. Any written notice given by mail must be given by First Class or Certified Mail sent to the last address of the member shown on NCAPPS’s records. A member who has been expelled or suspended, or whose membership has been terminated may be liable to NCAPPS for dues, assessments, or fees as a result of obligations incurred prior to the terminating activity.
ARTICLE IX — MEETINGS
Section 1. An annual conference shall be held at a site chosen by the Board of Directors, Officers’ reports, committee reports and any new or old business shall be discussed at the meeting.
Section 2. Board of Directors meetings shall be called by the President. A Board meeting must be called within thirty (30) days if requested by three (3) members of the Board of Directors, or if petitioned for by a majority of the members. The membership shall be notified of all regularly scheduled Board of Director meetings.
Section 3. Special meetings of the Board may be held by mail or telecommunications.
Section 4. Members shall be admitted to all meetings and conferences except executive sessions. Non-members may be admitted to all meetings and conferences unless disapproved by a majority of the members present. Only meetings involving the personal affairs of any individual or involving issues deemed confidential by a majority vote of the Board of Directors present may be held in executive session.
Section 5. Robert’s Rule of Order shall govern the conduct of all meetings.
ARTICLE X — LOGO
Section 1. The NCAPPS logo shall be of a design approved by the Board of Directors. It shall be used only for the purpose of the Association identification, signifying NCAPPS membership therein, on letterheads, membership certificates, business cards and advertising matter. Any other use of the NCAPPS logo must be approved by the Board of Directors.
Section 2. As a condition of NCAPPS membership, every member agrees that the use of the logo shall be and is limited to the time during which their membership herein shall be in good standing, and each member hereby agrees that upon termination of their membership, they will discontinue use of NCAPPS logo.
Section 3. No member of the NCAPPS association shall use their official position in the Association for advertising purposes in any manner whatsoever.
ARTICLE XI – DISTRIBUTION UPON DISSOLUTION
Upon dissolution of the Association, Board of Directors shall, after paying or making provision for payment of all liabilities of the Association, dispose of all of the assets remaining exclusively for the purpose of the Association in such manner, or to such organizations or organizations organized and operated exclusively for religious, charitable, education, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501C(3) of the Internal Revenue Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principle office of the Association is then located, exclusively for such purposes or to such organizations, such as court shall determine, which are organized and operated exclusively for such purposes, or to such government for such purposes.
Article XII — BY-LAW AMENDMENTS
Section 1. Proposed By-Law amendments must be submitted to the Secretary not less than sixty (60) days prior to the date of the annual conference and published to the membership not less than thirty (30) days prior to the annual meeting. The Secretary shall cause the proposed By-Law amendments or revisions to be published to the membership via email, NCAPPS website and/or by other reasonable means not less than thirty (30) days prior to the annual meeting.
Section 2. The By-Laws may be amended or revised by an affirmative vote of at least two- thirds of the votes cast at the annual conference.
Section 3. By-Law amendments or revisions may be acted upon only at the time published in the conference agenda unless a majority of the membership present at that time agree to a later time for further action on them.
Section 4. The By-Laws may also be amended or revised by unanimous vote of the Board of Directors.
Adopted by the BOD and Founding Members 10-03-11; Revised 9-17-12