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AS AMENDED AUGUST 7, 2006
ARTICLE I NAME
AND PURPOSE OF THE ASSOCIATION SECTION 1.
NAME This Association shall be known as
"National Association of SECTION 2.
PURPOSES The purpose of this Association shall
be: (a) To advance the official policies of
the National Association of Counties, a Delaware Corporation which has
been determined to be tax exempt by the United States Department of the
Treasury Internal Revenue Service, by supporting or opposing, as
conditions dictate, the policies of other governmental units which are
significant to County government. This activity will most often be carried
out by providing accurate, balanced factual educational materials and
testimony based on professional experience of association
members. (b) To develop educational materials and
present education programs to stimulate interest in securing, planning,
developing, improving, maintaining and preserving County park, open space,
trails and recreation resources and to obtain more effective use of public
and privately owned lands and water areas. (c) To cooperate with all park and
recreation professional bodies and organizations with similar related
objectives; to encourage cooperation and coordination between agencies and
organizations concerned with the provisions of park, open space, trails
and recreation services. (d) To provide a forum through which its
membership may, from time to time, meet and exchange ideas and experiences
of importance to County park, open space, trails and recreation
officials. ARTICLE II MEMBERSHIP SECTION 1. ACTIVE
MEMBERSHIP Any official, elected or appointed,
associated with County government, whose County is a member of NACo and who by virtue of their position has parks
and/or recreation advisory, administrative or policy-making authority,
shall be admitted to active membership upon completion of a written
application to the Board of Directors and payment of dues. Any official
meeting this requirement, whose County is not a member of the National
Association of Counties may become an active member upon completion of a
written application to the Board of Directors and payment of the same dues
as that of an individual County membership in the National Association of
Counties. The privilege of voting and holding an elective office in the
Association is limited to active members. SECTION 2. HONORARY
MEMBERSHIP Any individual who, in the opinion of
the Association has rendered distinguished service to the cause of better
government and service through parks, open space, trails and recreation
shall be eligible for Honorary Membership. Nomination and selection to
Honorary Membership may be made at any meeting of the active members of
the Association. Honorary Members shall be entitled to all privileges of
the Association, except that they shall not be eligible to hold office in
the Association, and they shall not be accorded the privilege of voting
and are not required to pay dues. SECTION 3. AUXILIARY
MEMBERSHIP Any individual, not an active or
honorary member, who desires to join NACPRO, is eligible for Auxiliary
Membership. Said members are non-voting and cannot hold
office. SECTION Any corporation or business providing
recreational goods, materials or services to NACPRO members shall be
eligible to become a Corporate Member of the Association. Corporate
Members shall not be eligible to hold office in the Association and they
shall not be accorded the privilege of voting. Benefits extended to
Corporate Members shall be established by the Board of
Directors. ARTICLE III OFFICERS, ELECTIONS, NACo SECTION 1.
OFFICERS The Officers of the Association shall be
a President, President-Elect, First Vice President, Second Vice
President-Secretary, Treasurer and the Immediate Past President, for a
total of six (6) Officers. SECTION 2. ELECTIONS, TERMS OF
OFFICE The President, President-Elect, First
Vice President, Second Vice President-Secretary and Treasurer shall
be elected at the Annual Meeting of the Association by the votes of a
majority of the active members present. The President, President-Elect,
First Vice President, Second Vice President-Secretary and
Immediate Past President shall hold a term of office for a period of one
(1) year. The Treasurer shall hold a term of office for a period of three
(3) years. All
Officers shall hold their respective terms of office until the next
succeeding Annual Meeting or until their successors are duly elected.
Should any officer resign, retire, or otherwise become unable to fulfill
the term of office, the President shall appoint a member of the Board of
Directors to fulfill the functions of that office until the next election
of officers. SECTION 3.
DIRECTORS There shall be a maximum of twenty-four
(24) Directors who shall be elected by a majority vote of the active
membership present at the Annual Meeting. All terms shall be for a period
of two (2) years. The Board shall be divided into two (2) classes of equal
size so that terms of office of one-half (1/2) the Board expire in one (1)
year and the remaining one-half (1/2) of the Board member terms expire in
the next succeeding year.
Each member will be permitted one unauthorized absence and up to
two authorized absences within his/her two-year term. Any second
unauthorized absence or any third absence will result in termination of
the Board member's current Directorship. Should a vacancy occur, the
President shall appoint a person to fill the remainder of the term. SECTION 4. ALTERNATE BOARD
MEMBER Each Board Member shall be allowed to
have an Alternate Board Member for any NACPRO Board meeting. The Alternate
Board Member must be employed by the same agency as the regular Board
Member. The alternate Board Member shall have voting rights except when
the regular Board Member is in attendance. SECTION 5.
NOMINATIONS A slate of candidates for nomination for
the election of Officers and Directors of the Association shall be made by
the Nominating Committee at least thirty (30) days prior to the Annual
Meeting. The Immediate Past President shall serve as the Chair for this
Committee. Nominations for the position of any Officer or Director may be
made from the floor at the Annual Meeting. Nominations must be approved by
two-thirds of the active members present at the Annual
Meeting. SECTION 6. NACo (a) The NACo
Staff Liaison shall be appointed by the National Association of Counties
and serve on the NACPRO Board as a non-voting member. (b) The NACPRO Representative shall be
appointed by the NACPRO President at the Annual Meeting to serve on the
NACo Board. SECTION 7. BOARD OF
DIRECTORS The Board of Directors shall consist of
the President, President-Elect, First Vice President, Second Vice
President-Secretary, Treasurer, Immediate Past President and up to
eighteen (18) Directors, exclusive of the six (6) aforementioned Officers
for a total of twenty-four (24) Board Members and the Executive
Director. SECTION 8. DUTIES OF
OFFICERS (a) President: It shall be the duty of the President to
give notice and preside at all meetings of the Association and of the
Board of Directors of the Association. The President shall appoint all
Committees unless otherwise provided, prepare meeting agendas and shall
perform such other duties usually performed by the President of an
organization. The President shall be an ex-officio member of all
Committees of the Association. (b)
President-Elect: It shall be the duty of the
President-Elect to assist with duties required of the President, as
assigned by the President. (c) First Vice
President: It shall be the duty of the First Vice
President to serve as Chair of the Awards Committee and to perform such
duties as assigned by the President. (d) Second Vice
President-Secretary: It shall be the duty of the Second Vice
President-Secretary to keep a record of all proceedings, to attest
documents, and to perform other duties as are usual for such an
official or as assigned by the President. (e) Immediate Past
President: It shall be the duty of the Immediate
Past President to serve as Chair of the Nominating Committee and to
perform such duties as assigned by the
President. (f) Treasurer: It shall be the duty of the Treasurer to
serve as Chair of the Finance Committee and to perform such duties as
assigned by the President. (g) Officer Succession
Duties: It shall be the duty of the
President-Elect, or the First Vice President, or the Second Vice
President-Secretary, in that order, to exercise the functions and perform
the duties of the President in the event of the President’s absence or
inability to act. The aforementioned Officers shall chair or coordinate
Committees as assigned by the President. It shall be the duty of the
Treasurer to exercise the financial duties of the Executive Director, as
assigned by the President, in the event of the Executive Director’s
absence or inability to act. (h) Board of
Directors: It shall be the duty of the Board of
Directors to exercise general control and supervision over the affairs and
expenditures of the Association, and shall, except as otherwise provided
in this Constitution, be empowered to decide upon all questions which may
arise during the interval between meetings of the general membership of
the Association. The Board of Directors shall be responsible for
developing Rules and By-Laws for this organization, subject to approval of
two-thirds of the active members, and for recommending revisions in such
Rules and By-Laws as may be desirable, from time to time. The Board of
Directors shall meet at the Annual Conference of the National Association
of Counties, the National Recreation and Park Association National
Congress, and at the NACo Legislative meeting
and at such times and places as may be designated by the
President. SECTION 9. EXECUTIVE
DIRECTOR The Association may retain a
professional Executive Director to perform duties as specified
within a contract between parties. The Executive Director will receive
compensation and is a non-voting, ex-officio member of the Board of
Directors. SECTION 10.
COMMITTEES The Standing Committees of this
Association shall be appointed by the President and shall be the
Committees on Legislation, Finance, By-Laws, Awards, Membership,
Nominating and Professional Education. (a) Legislation
Committee: This Committee shall consist of not less
than three (3) active members. This Committee shall study such issues that
may directly or indirectly affect County government or County officers,
and such other matters as are referred to it for study and report by the
National Association of Counties. Activities of the Committee will be
related to gathering and reporting about proposed legislation and
presenting related data. No activity of the Committee will be directed
toward influencing legislation.
It shall perform such other duties as requested by the Board of
Directors. (b) Finance
Committee: This Committee shall consist of the
Treasurer as Chair and not less than two (2) additional active members.
The Committee shall prepare an annual budget and issue an annual report of
audit of the financial accounts of the Association. (c) By-Laws
Committee: This Committee shall consist of not less
than two (2) active members and shall consider, propose and prepare such
amendments to the By-Laws as shall be deemed necessary. (d) Awards
Committee: This Committee shall consist of the
First Vice President as Chair and not less than two (2) active
members and shall prepare suitable criteria, solicit and review
nominations and recommend the granting of various awards, as approved by
the Board of Directors, for the recognition of individuals and
organizations that have made a significant contribution to the County
park, open space and recreation movement and/or the Association. Actual
awards will consist of plaques and trophies of nominal value. Their
presentation will provide opportunities to promote educational examples of
excellence in government and civic affairs. (e) Membership
Committee: This Committee shall consist of not less
than three (3) active members and shall review the qualifications of those
who have applied for membership and shall make a written report of
recommendations for membership acceptance or denial to the Officers and
Board of Directors. (f) Nominating
Committee: At least ninety (90) days before the
Annual Meeting, the President shall appoint two (2) active members in
addition to the Immediate Past President as Chair. This Committee shall
nominate a slate of candidates for Officers and members of the Board of
Directors. The Committee Chair shall notify the Executive Director and President, in
writing, at least thirty (30) days before the date of the Annual Meeting,
of the names of the candidates. (g) Professional Education
Committee: This Committee shall consist of not less
than three (3) active members and shall review, develop and implement
various educational opportunities, programs and services to facilitate the
exchange of information and knowledge for the betterment of the County
parks, open space and recreation movement and the
Association. SECTION 11. OTHER
COMMITTEES: The President shall appoint such other
Committees as may be deemed necessary for the proper transaction of the
business of the Association. ARTICLE IV MEETINGS SECTION 1. The Annual Meeting of the Association
shall be held at the time of the Annual Conference of the National
Association of Counties. A
meeting of the Association shall also be held at the time of the Annual
Congress of the National Recreation and Parks Association. Special meetings of the
Association may be held at such times and places, as may be determined by
the President. SECTION 2. Procedures followed at annual or special
meetings shall be in accordance with Robert’s Rules of Order when not
inconsistent with the Constitution and By-Laws of this
Association. SECTION 3.
QUORUMS (a) Nine (9)
members of the Board of Directors shall constitute a quorum
thereof. (b) A majority of any committee shall
constitute a quorum thereof, and any questions may be decided by a
majority of those in attendance. (c) Subject to approval of the
President, A Board Member may assign a proxy vote to another Board Member.
An approved and accepted proxy will serve as a Board Member being present
for the purposes of determining a quorum. The Board Member holding the
proxy shall be allowed to vote for the absent Board Member. A Board Member
may only hold one proxy for voting purposes. ARTICLE V FINANCE SECTION 1. FISCAL
YEAR The fiscal year of the Association shall
end on December 31 of each year. SECTION 2. ANNUAL
DUES The annual dues for a member shall be
established by the Board of Directors on or before December 31 of the
preceding fiscal year. Dues
shall be payable by September 30 of each year. SECTION 3. CORPORATE
DUES The annual corporate membership dues
shall be established by the Board of Directors on or before December 31 of
the preceding fiscal year.
Corporate dues shall be payable by September 30 of each
year. ARTICLE VI AMENDMENTS SECTION 1. This Constitution may be amended at any
Annual Meeting by a two-thirds vote of the active members present,
provided that such amendments shall first have been submitted in writing
to the Board of Directors not less than thirty (30) days prior to the
Annual Meeting. The thirty (30) day notice requirement
may be waived by two-thirds affirmative vote of the Board of Directors’
recommendation thereon, shall be submitted to the membership not less than
twenty-four (24) hours prior to any vote being taken
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