Constitution & Bylaws

ARTICLE I – NAME 
ARTICLE II – PURPOSES
ARTICLE III – MEMBERSHIP
ARTICLE IV -MEETINGS OF THE MEMBERSHIP
ARTICLE V – FISCAL YEAR
ARTICLE VI – BOARD OF DIRECTORS
ARTICLE VII – MEETINGS OF THE BOARD OF DIRECTORS
ARTICLE VIII – OFFICERS & DUTIES
ARTICLE IX – ELECTIONS AND TERMS OF OFFICE
ARTICLE X – VACANCIES
ARTICLE XI – CHANGE OF STATUS OF OFFICERS, DIRECTORS, OR MEMBERS
ARTICLE XII – FINANCIAL MANAGEMENT
ARTICLE XIII – COMMITTEES
ARTICLE XIV – AMENDMENTS
ARTICLE XV – ENACTMENT

ARTICLE I – NAME
Section 1. Name. The name of this nonprofit corporation is the North Carolina Economic Developers Association.

ARTICLE II – PURPOSES

Section 1. Purposes. The purposes for which the corporation is organized are:

(a) To promote the general welfare of the citizens of North Carolina by assisting in the economic development of North Carolina .

(b) To increase the effectiveness of individuals involved in the practice of economic development in North Carolina by encouraging cooperation, exchange of information, and development of professional skills.

(c) To promote ethical practices among economic developers.

(d) To act as a unified force on matters affecting economic development in the state of North Carolina and the nation.

(e) To promote and encourage economic development without regard to race, creed, national origin or sex.

(f) To encourage support of and membership in similar professional organizations, such as Southern Economic Development Council and American Economic Development Council

(g) To advocate advancement of professional knowledge and skills by encouraging attendance at economic development institutes and other professional seminars.

(h) To conduct economic development activities generally, on a nonprofit basis within the meaning of § 501 (c) (6) of the Internal Revenue code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law).

(i) To engage in any other lawful activity for which corporations may be organized under Chapter 55A of the General Statutes of North Carolina, as amended, provided that said activities are permitted under Code § 501 (c) (6) of the Internal Revenue Code of 1986, as amended (or corresponding provision of any future United States Internal Revenue law).

ARTICLE III – MEMBERSHIP

Section 1. Eligibility. Any reputable person engaged in or supportive of activities furthering economic development in the State of North Carolina shall be eligible for membership.

Section 2. Applications. All applications for membership shall be referred to the Board of Directors, which shall have full power to accept or reject applications and determine the membership category of accepted applicants.

Section 3. Individual Names. Memberships shall be individual, not in the name of an organization, and therefore are not transferable.

Section 4. Classifications. Membership classifications are:

A. Regular members shall be legal residents of North Carolina who are interested in furthering economic development in North Carolina .

B. Associate members shall be non-residents who are interested in furthering economic development in North Carolina . Associate members shall be entitled to vote but shall be ineligible to hold office.

C. Honorary members shall be individuals making outstanding contributions to economic development in North Carolina . Honorary members may be selected by majority vote of the Board of Directors. Honorary members shall be ineligible to hold office or vote and shall be exempt from membership fees.

D. Emeritus members shall be members in good standing, that are fully retired from the economic development profession or allied professions, at least 60 years of age, been proposed by the Nominating Committee and approved by the Board to be classified as Emeritus members, and shall be recognized with such benefits, including meeting registration discounts or dues discounts, as the Board chooses to bestow upon Emeritus members.

Section 5. Membership Year. The membership year shall be coterminous with the fiscal year of the corporation.

Section 6. Dues and Fees. Annual membership dues and application fees for membership shall be determined by the Board of Directors. Membership fees shall not be pro-rated; the full membership fee is payable for membership for any part of the year.

Section 7. Suspension. The Board of Directors may suspend or expel a member by majority vote for any cause they deem sufficient. Members shall be suspended for failure to pay dues within three (3) months after initial dues statement is rendered and shall be removed from the membership rolls. To be reinstated an individual must reapply for membership.

ARTICLE IV -MEETINGS OF THE MEMBERSHIP

Section 1. Annual Meeting. The annual membership meeting shall be held in June. The election of officers and directors, reports to the membership, and other business shall be brought before the membership at the business meeting. The Board of Directors may schedule other membership meetings in addition to the annual meeting.

Section 2. Voting. At any meeting of the membership, each voting member present shall be entitled to one vote.

Section 3. Location. The location of all meetings of the membership shall be determined by the Board of Directors.

Section 4. Notices. The Secretary shall cause notices of all meetings to be sent to members. Such notices shall be dispatched in advance with lead time discretionary upon the type of meeting to be held.

Section 5. Quorum. At any meeting of the membership, those members present who are eligible to vote shall constitute a quorum.

ARTICLE V – FISCAL YEAR

Section 1. Fiscal Year. The fiscal year of the corporation shall be July 1-June 30.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. Establishment. The North Carolina Economic Developers Association shall be governed by a Board of Directors.

Section 2. Number and Classifications. The Board of Directors shall be composed of the following:

A. Nine Directors elected by the members.

B. The duly elected officers.

C. Such number of ex-officio members, who shall be without vote or right to make a motion for consideration by the Board, as the Board deems desirable. The ex-officio board members shall serve at the pleasure of the Board, and their status as ex-officio Board members shall be terminated at such time as the Board shall determine.

Section 3. Eligibility. All non ex-officio members of the Board of Directors and officers shall be Regular members of the corporation.

Section 4. Operating Procedures. The Board shall establish and adopt written operating procedures to conduct the business of the corporation, provided that no operating procedure shall conflict with any provision of this Constitution and Bylaws. The operating procedures may be modified or amended from time to time in the sole discretion of the Board.

ARTICLE VII – MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be in June prior to the annual membership meeting. The Board of Directors may schedule other meetings in addition to the annual meeting.

Section 2. Meetings called by President. The President shall determine the date, time, and place of Board meetings.

Section 3. Meetings called by Board. Two-thirds of the voting Board members may call a meeting of the Board if they deem it necessary, and establish the date, time, and place of such meeting. In such event, at least ten (10) days advance notice, with an agenda, must be given to all Board members.

Section 4. Quorum. The presence of a majority of voting Board members shall constitute a quorum at Board meetings for the transaction of business.

ARTICLE VIII – OFFICERS & DUTIES

Section 1. Officers. The corporation shall have the following officers: a President, a Vice President, a Secretary/Treasurer, and the Immediate Past President.

Section 2. Duties of President. It shall be the duty of the President to preside at meeting of the corporation and the Board of Directors and to perform specific duties which the Board may place upon the President and such other duties as ordinarily pertain to the office.

Section 3. Duties of Vice President. It shall be the duty of the Vice President to assume the responsibilities of the President in the absence of the President and to perform specific duties which the Board may place upon the Vice President and such other duties as ordinarily pertain to his office.

Section 4. Duties of Secretary/Treasurer. It shall be the duty of the Secretary/Treasurer to oversee and be responsible for the maintenance of all records of the corporation, except those of a financial nature. The Secretary/Treasurer shall record, or cause to be recorded, the minutes of the membership meetings, the Board of Directors meetings, and be responsible for preparation and distribution of those minutes. The Secretary/Treasurer shall report annually to the corporation on all matters handled by the Secretary/Treasurer. This report shall include meetings of the Board and general activities of the corporation. The Secretary/Treasurer may delegate to the Executive Director the responsibility of preparing minutes of meetings and maintaining records of the corporation. The Secretary/Treasurer shall be accountable for all books, papers and property of the corporation. The Secretary/Treasurer shall be accountable for all funds of the corporation and oversee the disbursement of such funds upon the order of the Board of Directors. The Secretary/Treasurer shall present the proposed annual budget for review and approval of the Board of Directors. The Secretary/Treasurer shall oversee the operating budget established by the Board and be responsible for maintenance of all financial records, receipts and expenditures. The Secretary/Treasurer shall be responsible for the preparation of an annual financial report and advise the Board of Directors on matters involving corporation funds. The Secretary/Treasurer also shall be responsible for securing a certified public accountant to (i) prepare and file all appropriate tax documents of the corporation, and (ii) publish and present to the Board of Directors an audit, not later than November 30 each year.

Section 5. Duties of Immediate Past President. The Immediate Past President shall perform such specific duties which the Board may place upon the Immediate Past President.

Section 6. Succession in Case of Absence. At any meeting of the membership of the Board of Directors, in the absence of the President and the Vice President, the order of succession shall be: the Secretary/Treasurer, the Immediate Past President, and a temporary chairman elected by the voting members present.

ARTICLE IX – ELECTIONS AND TERMS OF OFFICE

Section 1. Time of Election. Officers and directors shall be elected by Regular and Associate members at the annual meeting in June.

Section 2. Commencement of Term. Officers and directors shall assume office on July 1 for the period for which elected or until duly elected successors take office.

Section 3. Officer Nominations. Nominations for President, Vice President, and Secretary/Treasurer shall be submitted individually by the Chairman of the Nominating Committee. Nominations may be made from the floor, but nominees must be present and signify consent to nomination.

Section 4. Board Nominations. Nominees for Board of Directors shall be submitted by the Chairman of the Nominating Committee as a slate. Insofar as is possible, the Nominating Committee shall give consideration to geographic and interest representations in their selections. Nominations may be made from the floor, but nominees must be present and signify consent to nomination.

Section 5. Method of Voting. A plurality elects officers and directors.

Section 6. Term. Officers are elected for a one year term. Except as otherwise provided herein, directors are elected for a three year term. The Board of Directors shall have staggered terms, with three directors elected annually.

Section 7. Immediate Past President. The retiring President assumes the office of Immediate Past President, without election.

Section 8. Reelection. Only the Secretary/Treasurer is eligible for election to consecutive terms.

ARTICLE X – VACANCIES

Section 1. Officers and Board Vacancies. In the event an office or director seat becomes vacant, the Board of Directors shall fill such vacancy from nominations received from the Nominating Committee. The nominee shall serve an interim appointment until the next membership meeting, at which time the nomination shall be submitted to the membership for confirmation. Nominations may be made from the floor, but nominees must be present and signify consent to nomination. The term of office for the replacement shall be for the unexpired term of the vacant position, and the replacement shall be deemed eligible for future election to a full term of office.

Section 2. Immediate Past President Vacancy. Should the office of Immediate Past President become vacant, the nominating committee will select a past President of the corporation to fill the office for the remainder of the term.

ARTICLE XI – CHANGE OF STATUS OF OFFICERS, DIRECTORS OR MEMBERS

Section 1. Employment Change of Officers and Directors. In the event of change of employment of any officer or director during their term of office, that person shall submit a resignation letter to the President, conditional upon acceptance by the Board of Directors. The President shall notify the Nominating Committee upon receipt of the resignation letter. The Nominating Committee shall review the change and recommend to the Board of Directors whether or not the incumbent will continue in his/her official position. The Board of Directors shall affirm or reject the recommendation of the Nominating Committee and inform the membership of its action. The review will be made even though the incumbent may still qualify as a Regular member.

Section 2. Residence Change of Member. Should a member change residence status, such member’s membership classification shall automatically change to the appropriate category.

ARTICLE XII – FINANCIAL MANAGEMENT

Section 1. Prohibited Acts. The corporation shall not engage in the purchase, lease, sale or mortgage of investment real estate. The corporation shall not borrow money nor incur debts over existing assets and anticipated revenues.

Section 2. Method of Expenditures. Expenditures or commitment of any funds shall be made only in the manner prescribed by the Board. Financial reports will be reviewed and approved by the Board at their regular meetings.

Section 3. Budget. The annual operating budget of the corporation shall be adopted by the Board of Directors in accordance with the operating procedures.

ARTICLE XIII – COMMITTEES

Section 1. Committees. The corporation shall have a standing Executive Committee, a standing Nominating Committee and such other committees as the Board of Directors shall determine from time to time. The Board of Directors shall establish and define the purpose and powers of all committees. Except as provided in Article IX, all committee reports shall be submitted to the Board of Directors.

Section 2. Committee Chairs. The President shall appoint the chairs of committees except for the Nominating Committee. All committee members shall be appointed by the committee chair.

Section 3. Executive Committee. The officers shall constitute the Executive Committee, and the President shall chair the Executive Committee. This committee will be used to expedite the business of the corporation, but shall not be used to circumvent the authority of the Board of Directors. Actions of the Executive Committee must be reported to the Board of Directors at the next succeeding Board meeting. The Board of Directors shall describe and limit those matters which shall be within the purview of the Executive Committee.

Section 4. Nominating Committee. The Nominating Committee shall be composed of the President and all past presidents who are Regular members in good standing. The Immediate Past President shall serve as chair.

ARTICLE XIV – AMENDMENTS

Section 1. Majority Vote. This Constitution and Bylaws may be amended or repealed wholly or in part by a majority of the members entitled to vote thereon present at any membership meeting at which a quorum is present.

Section 2. Conditions of Amendment. No constitutional amendment may be considered for adoption unless the following have been met: a) the proposed amendment shall be approved by a two-thirds majority vote by the Board of Directors present at a duly called Board meeting at which a quorum is present, b) a written copy of the proposed amendment has been distributed to the membership at least thirty days prior to the vote on the amendment, and c) the vote on the proposed amendment shall be cast at a meeting of the membership pursuant to Article IV.

ARTICLE XV – ENACTMENT

Section 1. This Constitution and Bylaws shall become effective on and after the date approved by the membership.

(Adopted April 28, 1967 . Amended June 12, 1971 ; June 15, 1976 ; June 28, 1978 ; June 20, 1979 ; February 3, 1984 ; February 10, 1989 ; June 18, 1990 ; June 13, 1994 ; March 7, 1997 ; Amended March 6, 1998 .)