NPCA National Pilot Car Association

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About the National Pilot Car Association

The NPCA is a 501(c)(6) non-profit membership organization. Our members are made up of pilot car operators and all those who are interested in or associated with the pilot car and transportation industry.  


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Our Mission

Our mission is to promote a culture of higher standards, training and skill levels for safer operations, to reward ethics and professionalism and to advocate for positive improvement in the pilot car industry.

Our Current Bylaws

BYLAWS

OF

NATIONAL PILOT CAR ASSOCIATION

A NOT-FOR-PROFIT CORPORATION

INCORPORATED UNDER THE LAWS OF

THE STATE OF ARIZONA

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BY LAWS

of

NATIONAL PILOT CAR ASSOCIATION

ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of Globe, in the County of Gila, in the

State of Arizona.

The corporation may also have offices at such other places within or without this state as the board

may from time to time determine or the business of the corporation may so require.

ARTICLE II - PURPOSES

The purposes for which this corporation has been organized are as stated in the Certificate of

Incorporation which may be amended as required.

The Corporation is organized exclusively for charitable, educational and scientific purposes,

including for such purposes, the making of distributions to organizations that qualify as an exempt

organization 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 organization shall inure to the benefit of, or be distributable to its

members, trustees, officers, or other private persons, except that the corporation shall be

authorized and empowered to pay reasonable compensation for services rendered and to make

payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

No substantial part of the activities of the corporation shall be carrying on of propaganda, or

otherwise attempting to influence legislation, and the organization 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. Nothwithstanding any other provision

of these articles, the organization shall not carry on any other activities not permitted to be carried

on (a) by an organization 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 organization,

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 Corporation, assets shall be distributed for one or more exempt purposes

within the meaning of section 501(c)(6) of the Internal Revenue Code, or the corresponding

section of any future federal tax code, or shall be distributed to the federal government, or state or

local government for public purpose. Any such asset not so disposed of shall be disposed of by

the Court of Competent Jurisdiction of the county in which the principal office of the corporation

is then located, exclusively for such purpose or to such organization or organizations as said Court

shall determine, which are organized and operated exclusively for such purposes.

ARTICLE III - DIRECTORS

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1. MANAGEMENT OF THE CORPORATION.

The corporation shall be managed by the board of directors which shall consist of at least three

directors. Each director shall be at least eighteen years of age.

2. ELECTION AND TERM OF DIRECTORS.

At each annual meeting, members of the board shall elect directors to hold office until the next

annual meeting. Each director shall hold office until the expiration of the term for which

he/shewas elected and until his /her successor has been elected and shall have qualified, or until

his/her prior resignation or removal.

3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS.

The number of directors may be increased or decreased by a vote of a majority of all of the

directors. No decrease in number of directors shall shorten the term of any incumbent director.

4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies

occurring in the board for any reason except the removal of directors without cause may be filled

by a vote of the majority of the directors then in office, although less than a quorum exists, unless

otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the

removal of directors without cause shall be filled by vote of the other directors. A director elected

to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the

unexpired term of his predecessor.

5. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by action of the board. Directors may be

removed due to failure to fulfill duties required by board, misconduct, theft and misrepresentation

of our organization . Removal or suspension must be approved by majority vote of the board

members.

6. RESIGNATION.

A director may resign at any time by giving w-ritten notice to the board, the president or the

secretary of the corporation. 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.

7. QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, one-third of the entire board shall

constitute a quorum for the transaction of business or any specified item of business.

8. ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority the quorum of the directors at the time of

the vote, shall be the act of the board. Each director present shall have one vote.

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9. PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or

without the state, as it may from time to time determine. In accordance with Article III, Section 15

of these bylaws, board meetings may be held via conference calls.

10. REGULAR ANNUAL MEETING.

11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

Regular meetings of the board may be held with at least 1 day’s notice at such time and place as it

shall from time to time determine. 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 or by wire; special meetings shall be called by the president or by the

secretary in a like manner on written request of two directors. Notice of a meeting need not be

given to any director who submits a waiver of notice whether 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 the 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.

12. CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall

preside.

13. EXECUTIVE BOARD AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its

members an executive board and other committees, each consisting of three or more directors.

Each such committee shall serve at the pleasure of the board.

14. EXECUTIVE BOARD.

A majority of the entire board voted to establish the EXECUTIVE BOARD which shall

consist of the president, 3 senior vice presidents, secretary, and treasurer to conduct the day

to day operation of the National Pilot Car Association, Inc., known as NPCA. The

EXECUTIVE BOARD may change or adopt items for the operation as may be needed or

necessary for the good of the association. They EXECUTIVE BOARD may create

directorships as needed to fill vacancies, establish committees for research, development or

other operations as may be deemed necessary. The EXECUTIVE BOARD shall report any

such actions to the board of directors at the next regularly scheduled board meeting. The

EXECUTIVE BOARD shall consist of at least five but not more than nine regular members.

The exact number of officers shall be fixed, within those limits, by a resolution of the board

of directors.

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Removal or suspension of an officer or director shall be directed to the full board of

directors or a quorum of such to act as the whole board. Any removal or suspension shall

comply with provisions of section five (5) of this article.

SECTION 15. MEETINGS BY TELEPHONE.

Any meeting of the officers or board of directors may be held by telephone or similar

communication or electronic equipment, as long as all directors participating in the

meeting can be heard by one another. All such directors shall be deemed to be present at

such a meeting.

SECTION 16. -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 person. An interested person is any person who is

compensated by the corporation 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 corporation.

SECTION 17. 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 principle office of

the corporation. The notice need not specify the purpose of the meeting.

SECTION 18. ACTION BY WRITTEN CONSENT.

Any action required or permitted to be taken by the membership may be taken without a

meeting, if a majority of members consent in writing to the action within the specified

time. 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 IV - OFFICERS

1. OFFICES, ELECTION, TERM.

Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a

president, senior vice president, one or more vice-presidents, a secretary and a treasurer, and such

other officers as it may determine, who shall have such duties, powers and functions as hereinafter

provided. All officers shall be elected or appointed to hold office until the meeting of the board.

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Each officer shall hold office for the term for which he is elected or appointed and until his

successor has been elected or appointed and qualified.

There shall be no limit to the number of terms that any individual may serve on the

board of directors.

2. REMOVAL OR RESIGNATION.

Any officer elected or appointed by the board may be removed by the board with or without cause.

In the event of the death, resignation or removal of an officer, the board in its discretion may elect

or appoint a successor to fill the unexpired term. Any two or more offices may be held by the

same person, except the offices of president, treasurer, and secretary.

Any officer or board member removed for cause shall be ineligible for election as an officer or board

member for a period of not less than five (5) years.

3. PRESIDENT.

The president shall be the chief executive officer of the corporation; he /she shall preside at

general management of the affairs of the corporation and shall see that all orders and

resolution of the board are carried into effect.

4. 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.

5. VICE-PRESIDENTS.

During the absence or disability of the senior vice-presidents, the selected vice

president hall have the powers and functions of the president. Each vice-president

shall perform such other duties as the board shall prescribe.

6. TREASURER.

The treasurer shall have the care and custody of all the funds and securities of the corporation, and

shall deposit said funds in the name of the corporation in such bank or trust company as the

directors may elect; he shall, when duly authorized by the board of directors, sign and execute all

contracts in the name of the corporation, when countersigned by the president; he shall also sign

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all checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by

the board of directors and shall be countersigned by the president; he shall at all reasonable times

exhibit his books and accounts to any director or member of the corporation upon application at

the office of the corporation during ordinary business hours. At the end of each corporate year, he

shall have an audit of the accounts of the corporation 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 shall also present an annual report setting forth in full the financial conditions of the

corporation.

7. SECRETARY.

The secretary shall keep the minutes of the board of directors and also the minutes of the

members. he shall have the custody of the seal of the corporation and shall affix and attest the

same to documents when duly authorized by the board of directors. He shall attend to the giving

and serving of all notices of the corporation, and shall have charge of such books and papers as the

board of directors may direct; he shall attend to such correspondence as may be assigned to him,

and perform all the duties incidental to his office.

8. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the

corporation a bond in such sum and with such surety or sureties as the board may direct,

conditioned upon the faithful performance of his duties to the corporation and including

responsibility for negligence and for the accounting for all property, funds or securities of the

corporation which may come into his hands.

ARTICLE V - CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these bylaws,

the provisions of the certificate of incorporation shall govern.

ARTICLE VI - AMENDMENTS

The by-laws may be adopted, amended or repealed by the board at the time they are entitled to

vote in the election of directors. By-laws may also be adopted, amended or repealed by the board

of directors but any by-law adopted, amended or repealed by the board may be amended by the

board members entitled to vote thereon as herein before provided.

If any by-law regulating an impending election of directors is adopted, amended or repealed by the

board, there shall be set forth in the notice of the next meeting of all board members for the

election of directors the by-law so adopted, amended or repealed, together with a concise

statement of the changes made.

ARTICLE VII - CONDUCT

Because of its strong beliefs in high moral standards based on traditional values, the organization

reserves the right to expect from all of its officers and directors to maintain high moral standards

and social values that do not conflict with traditional spiritual morals.

ARTICLE VIII- INDEMNITY

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The Corporation shall indemnify its directors, officers, and employees as follows:

Every director, officer, or employee of the Corporation shall be indemnified by the Corporation

against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed

upon him in connection with any proceeding to which he may be made a party, or in which he

may become involved, by reason of his being or having been a director, officer, employee, or

agent of the Corporation or is or was serving at the request of the Corporation as a director,

officer, employee, or agent of the Corporation, whether or not he is a director, officer, employee,

or agent at the time such expenses are incurred, except in such cases wherein the director, officer,

employee, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance

of his duties. The Corporation shall provide any person who is an officer, director, employee, or

agent of the Corporation or was serving at the request of a director, officer, employee, or agent of

the Corporation the indemnity against expenses of suit, litigation, or other proceedings which is

specifically permissible under applicable law.

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The foregoing By-Laws were adopted by the directors of:

National Pilot Car Association, Inc.

On the _________ day of ____________________, 2014.

__________________________

President

__________________________

Director

__________________________

Director


Address: PO Box 266, Lincoln, AL  35096

Phone: (888) 910-NPCA (888-910-6722)

Email: info@nationalpca.org

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