AMENDED AND RESTATED
BYLAWS
OF
CHARLOTTE ARBORISTS ASSOCIATION, INC.
ARTICLE I. OBJECTIVES AND PURPOSES
SECTION 1. Charlotte Arborists Association, Inc. (the “corporation”) is formed exclusively for educational and charitable activities, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), as such activities are described in the corporation’s Constitution.
SECTION 2. In carrying out the objectives enumerated in Section 1, the Directors (as defined herein) of the corporation shall have broad authority and discretion to use the funds and property belonging to the corporation in such manner and for such purposes as the Directors shall deem conducive to those ends.
SECTION 3. Notwithstanding any other provision of these Bylaws, of the Articles of Incorporation of the corporation (as may be amended from time to time), or of any action taken by the Directors, no part of the net earnings or funds of the corporation shall inure to the benefit of any private shareholder, member or individual, and no part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation; nor shall the corporation intervene in any political campaign on behalf of any candidate for public office. The corporation shall act in such manner as to maintain its status as a tax-exempt charitable corporation under the provisions of Section 501(c)(3) of the Code.
ARTICLE II. OFFICES
The principal office of the corporation shall be located in Mecklenburg County, North Carolina. The registered office of the corporation required by the North Carolina Nonprofit Corporation Act shall be maintained in the State of North Carolina may be, but need not be, identical with the principal office of the corporation, and the address of the registered office may be changed from time to time by the Directors.
ARTICLE III. MEMBERS
SECTION 1. Membership in the corporation shall be open to any individual, company or organization interested in the support or promotion of arboriculture in the Carolinas, and who support and subscribe to the objectives set forth in these Bylaws.
SECTION 2. Member categories shall be as follows:
1. Regular Member: Shall be confined to individuals actively engaged in commercial, municipal and utility arboriculture; to individuals who represent or are employed by governmental agencies, organizations or institutions and whose principal duties are concerned with research, instruction, extension, and administration; and to other individuals actively interested in the planting and preservation of trees.
2. Associate Member: Individuals who are interested in the research, instruction, extension, and administration in the planting an preservation of trees. Associate members are not necessarily actively engaged in commercial, municipal and utility arboriculture.
3. Student Member: Limited to full-time and part-time students enrolled in courses in arboriculture, or supporting and allied fields, in an accredited institution, college, or university. Student members shall have no voting privileges and cannot hold a position on the corporation Executive Board.
SECTION 3. Termination of corporation membership shall occur upon:
1. Nonpayment of dues by January 31; or
2. Conduct prejudicial to the purposes of the corporation, including without limitation violation of the Bylaws of the corporation.
SECTION 4. Suspension or termination of corporation membership for reason other than the non-payment of annual dues shall be by two-thirds vote of the Executive Board of the corporation after due notice and notice of hearing. There will be a written notice 30 days prior to date of hearing.
ARTICLE IV. DUES
Persons or organizations who desire membership shall submit to the Treasurer an application accompanied by dues for the first year. Membership may be renewed annually by paying annual dues.
Annual dues shall be determined by a two-thirds vote of the membership upon the recommendation of the Executive Board. The dues shall be payable by January 1st of each year. Any member who fails to timely pay annual dues may have all membership privileges reinstated upon payment of the past-due annual dues.
ARTICLE V. VOTING
Regular members of the corporation which are in good standing shall be entitled to vote on all matters submitted to the membership; each such regular member shall have one vote. Associate and student members shall not have direct voting power and may not serve in an elected office.
ARTICLE VI. ASSOCIATION MEETINGS
The corporation shall have a General Meeting of its members each year. The annual General Meeting shall be held each year at such time and place as the Executive Board shall determine for the purposes of nominating and electing the officers of the corporation and to transact any other business presented to the corporation’s members.
The Executive Board is authorized to conduct mail ballots on urgent matters of policy between scheduled meetings. Interim action of the Executive Board shall be reported to the members at their next annual meeting.
Special meetings of the corporation’s members may be called by the President, or by the Executive Board, or at the written request of ten percent (10%) of the corporation members.
Notice of meetings shall be published not less than ten (10) days nor more than forty (40) days prior to the meetings.
Meetings shall be conducted in accordance with “Roberts Rules of Order.”
Voting privileges at all annual and special meetings shall be extended to all members in good standing. Voting is by show of hands, unless otherwise decided, and shall be determined by simple majority of voting members present.
ARTICLE VII. BOARD OF DIRECTORS
SECTION 1. The business and affairs of the corporation shall be managed by its Board of Directors.
SECTION 2. The corporation’s Board of Directors shall consist of up to fifteen persons (each, a “Director”). Each Director shall serve for a term of three (3) years or until his or her death, resignation, retirement, removal, disqualification, or his or her successor shall have been elected and qualified. Each Director may serve consecutive terms. Except as set forth in Section 5 of this Article IV, terms shall commence on January 1 of each year. Directors need not be residents of the State of North Carolina.
SECTION 3. Directors shall be elected by the members who are entitled to vote (“Voting Members”); and those persons who receive the highest number of votes of the Voting Members present at a regular or special meeting of the Board of Directors shall be deemed to have been elected. If any Director so demands, the election of Directors shall be by ballot.
SECTION 4. Any Director may be removed at any time, with or without cause, by a majority vote of the Board of Directors.
SECTION 5. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, or by the sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
SECTION 6. There may be a Chair for the Board of Directors elected by the Directors from their number (the “Chair”). The Chair shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. The Chair shall serve for a term of one year or until his or her death, resignation, retirement, removal, disqualification, or his or her successor shall have been elected and qualified, if such event occurs before the expiration of the one-year term. The Chair may serve no more than three (3) consecutive terms.
SECTION 7. No Director shall be compensated for his or her service to the corporation. The corporation may reimburse a Director for any or all proper expenses incurred by such Director in performing duties or activities authorized by the Board of Directors.
ARTICLE VIII. MEETINGS OF DIRECTORS
SECTION 1. The Board of Directors shall act at regular or special meetings. Regular meetings of the Board of Directors shall be held every other month.
SECTION 2. Special meetings of the Board of Directors may be called by or at the request of the Chair or any two Directors.
SECTION 3. Regular meetings of the Board of Directors may be held after one week’s notice. The Director or Directors calling a special meeting of the Board of Directors shall, at least three days before the meeting, give notice thereof to all Directors by first-class postage-prepaid U. S. mail, telecopy, or if such Director has previously consented, electronic mail. Such notice shall specify the purpose for which the meeting is called.
SECTION 4. The Chair shall preside at all regular or special meetings of the Board of Directors. If the Chair cannot attend any such meeting, the Chair may designate another Director to preside at such meeting. If the Chair does not attend a meeting of the Board of Directors and has not designated another Director to preside at such meeting, the Director with the longest term of service as a Director shall preside.
SECTION 5. Any Director may waive notice of any meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not properly called or convened.
SECTION 6. A majority of the number of Directors then elected to the Board of Directors (excluding, however, any Director who has tendered a resignation notice) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
SECTION 7. Except as otherwise provided in these Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
SECTION 8. A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
SECTION 9. The Board of Directors may act without a meeting if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
SECTION 10. The Board of Directors may meet by telephone; and a Director may appear at a meeting of the Board of Directors by telephone. In addition, a Director may give any other Director his or her written proxy to act in his or her stead at any meeting of the Board of Directors.
ARTICLE IX. OFFICERS
SECTION 1. The officers of the corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer and such other officers as the Voting Members may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.
SECTION 2. The officers of the corporation shall be elected by the Voting Members. Each officer shall hold office until his or her death, resignation, retirement, removal, disqualification or his or her successor shall have been elected and qualified.
SECTION 3. No officer of the corporation shall be compensated for any duties performed or provided on behalf of the Corporation, but the Board of Directors may authorize reimbursement for or the payment of lawful expenses incurred by such officer in the fulfillment of his or her duties, as such duties shall be authorized by the Board of Directors.
SECTION 4. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors, for good cause and upon written notice.
SECTION 5. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.
SECTION 6. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation, and shall sign, with the Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time, including without limitation the following:
1. Preside at all meetings of the corporation and at meetings of the Executive Committee;
2. Call meetings of the Executive Committee as required;
3. Appoint all standing committee chairmen;
4. Be a member ex-officio of all committees;
5. Carry out assignments and instructions given to him by vote of the corporation; and
6. Perform such other duties as customarily pertain to the office of President.
SECTION 7. In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors, including without limitation the following:
1. Assist the President, and in the event of absence or disability of the President, shall assume the President’s duties;
2. Carry out such duties as may be assigned by the President; and
3. Serve as chairman of any committee.
SECTION 8. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all meetings of the Executive Committee in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors, including without limitation the following:
1. Act as recording secretary for all business meetings and prepare for publication of the minutes of the annual General Meeting, and all business meetings of the Executive Board;
2. Present an annual report to the membership and such other reports as the Executive Board shall direct;
3. Receive and reply to all correspondence of the corporation under the direction of the Board;
4. Prepare and distribute the minutes of each Executive Board meeting to the members of the Board prior to the next Executive Board meeting;
5. Issue notices of meetings of the corporation;
6. Maintain the register of members; and
7. Have custody of the common Seal of the corporation.
SECTION 9. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in a federally-insured depository or as otherwise directed by the Board of Directors; (b) prepare, or cause to be prepared, a true statement of the corporation's assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statement shall be made and filed at the corporation's registered office or principal place of business in the State of North Carolina within four months after the end of such fiscal year and thereat kept available for a period of at least ten years; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors, or by these bylaws, including without limitation the following;
1. Maintain the financial records of the corporation;
2. Receive and disburse funds as directed by the Executive Board;
3. Endorse, for deposit or collection, checks, drafts, or notes of the corporation;
4. Receive monies for dues, fees, donations, and other corporation business;
5. Provide annual dues statements to the corporation’s members;
6. Provide a list of members who have not paid their annual dues by January 31 to the Secretary;
7. Be the purchasing agent for the corporation as regards supplies and materials necessary for corporation business;
8. Keep accurate records and accounts, and submit to the Board an up-to-date statement, and prepare a financial statement for the annual General Meeting;
9. Render financial statements to the Directors, members, and others when required; and
10. To ensure that the corporation’s books and records are audited, as may be required by law or as directed by the Executive Committee.
ARTICLE X. EXECUTIVE COMMITTEE
SECTION 1. The President, Vice President, Secretary and Treasurer of the corporation shall constitute the Executive Committee of the corporation. The Executive Committee shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.
SECTION 2. The Executive Committee and each other committee and subcommittee shall keep regular minutes of its proceedings and report the same to the Board of Directors.
SECTION 3. The designation of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it, him or her by law.
SECTION 4. Any member of an Executive Committee may be removed at any time, with or without cause, by the Board of Directors.
SECTION 5. The Executive Committee may appoint one or more standing or special committees, and chairs thereof, as may be necessary or desirable from time to time to assist the Board of Directors.
ARTICLE XI. COMMITTEES
SECTION 1. The Executive Committee may form or establish one or more committees to accomplish the Local Mission (“Committees”). Such Committees may address areas of concern designated by the Executive Committee including (but not limited to): (i) Tricare/Medical; (ii) Mental Health; (iii) Finance; (iv) Legal; (iv) Morale Welfare & Recreation; (vi) Child Care; and (vii) Education.
SECTION 2. Each Committee shall nominate a person to serve as the chair of such Committee. If a Committee fails to nominate a person to serve as the chair, shall be appointed by the Executive Committee of the corporation. The President shall nominate, and the Executive Committee shall elect, a chairperson for each Committee.
SECTION 3. Committees shall report to the Executive Committee. Members of Committees need not be Directors.
SECTION 4. Committees shall meet as often as shall be necessary or desirable. Meetings of committees may be called by the chair of the committee or by the President of the corporation.
ARTICLE XII. EXCULPATION OF DIRECTORS AND OFFICERS
SECTION 1. As and to the fullest extent allowed by N.C.G.S. § 55A-2-02(b)(4), the corporation hereby exculpates each of its current and future Directors and officers from personal liability for monetary damages arising out of an action whether by or in the right of the corporation or otherwise for breach of any duty as a Director or as an officer, excluding, however, (i) acts or omissions that the Director or officer at the time of the breach knew or believed were clearly in conflict with the best interests of the corporation, (ii) liability under N.C.G.S. §§ 55A-8-32 or -33, (iii) any transaction from which the Director or officer derived an improper personal financial benefit, or (iv) acts or omissions occurring prior to the date on which these Bylaws shall become effective.
SECTION 2. As and to the fullest extent authorized by N.C.G.S. §55A-8-51, the corporation shall indemnify its officers and Directors from liability resulting from such person serving as a Director or as an officer of the corporation; and the corporation’s officers are authorized to obtain insurance to so indemnify its Directors and officers (provided that the foregoing shall not be construed as prohibiting the corporation from obtaining insurance that indemnifies its members and agents).
ARTICLE XIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 2. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
SECTION 3. All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 4. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select.
ARTICLE XIV. GENERAL PROVISIONS
SECTION 1. There shall be no payment of dividends of any nature. If there is a need to distribute the funds or assets of the corporation, such distribution shall be in accordance with the limitations of the corporate charter.
SECTION 2. The corporate seal of the corporation shall consist of a circle between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, as impressed on the last page of these bylaws, is hereby adopted as the corporate seal of the corporation.
SECTION 3. Whenever any notice is required to be given to any director by law, by the charter or by these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
SECTION 4. The fiscal year of the corporation shall be fixed by the Board of Directors.
SECTION 5. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors.
SECTION 6. Any payments made to an officer of the corporation such as expenses, costs, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer to the corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors, as a board, to enforce payment of each amount disallowed. In lieu of payment by the officer, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.
SECTION 7. Any person who at any time serves or has served as a director, officer, or employee of the corporation, or who, while serving as a director, officer, or employee of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee, or agent of another association, corporation, partnership, joint venture, trust, or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, incurred by him in connection with any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in any such action, suit, or proceeding.
SECTION 8. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. To the extent needed, the Board shall give notice to, and obtain approval by, the members of the corporation for any decision to indemnify.
SECTION 9. Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other right to which such person may be entitled apart from the provision of this bylaw.
ARTICLE XV. RESTRICTED FUNDS
If the corporation receives restricted funds the Board of Directors shall make appropriate provisions to receive and administer such funds in accordance with any instructions from the donor.
ARTICLE XVI. DISSOLUTION
Upon dissolution of the corporation, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
(CORPORATE SEAL)