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Upcoming Vote on Board of Director Positions and Proposed Bylaws Changes

26 Dec 2016 5:25 PM | Philip Mallows

Members will soon receive an email with a link to a voting site where you will be asked to vote on two very important issues: 

1) Candidates for open Board of Director positions; and

2) Proposed changes to the Bylaws of the Association


The results of the voting will be effective January 1, 2017.


The Board of Directors on the 27th of November voted unanimously to introduce a revised version of the Bylaws and to present this revision to the members for approval, as is required in the Bylaws as currently established. A “Yes” vote will be to amend the Bylaws to the version proposed by the Board of Directors. A “no” vote will be to retain the Bylaws as they are now.

Changes in the Bylaws:

1. The most substantial change to the Bylaws is that amendments to the Bylaws will no longer be submitted to the members for approval. The new process will require the Board to approve a written amendment for review by the members and then enter a 30-day waiting period for public comment. After this period, the Board may approve the amendment by a 2/3rds vote of the current membership of the Board.

2. The office of Secretary will no longer be an elected, voting Board member, but an appointed office. The Board has found that it would be preferable to have a more professional volunteer Secretary who can keep records and be called upon to conduct the Board’s business without being involved in the Board and its votes.

3. Several minor revisions have been made throughout the Bylaws, most of them to create more clarity and flexibility. Key revisions include updating membership types, clarifying voting rules, allowing for electronic voting and record keeping, and clarifying the terms of the particular officers and Board members.


Proposed Bylaws of the National Pilot Car Association:


BYLAWS

OF

NATIONAL PILOT CAR ASSOCIATION, INC (NPCA)

ARTICLE I - OFFICES

The principal office of the Association shall be in the City of Mesa, in the County of Maricopa, in the State of Arizona. The Association may also have offices at such other places within and without this state as the board may from time to time determine or the business of the Association may so require.

ARTICLE II - PURPOSES

The purposes for which this Association has been organized is as stated in the Certificate of Incorporation which may be amended as required. The Association is organized exclusively for charitable, educational and scientific purposes, including for such purposes, the making of distribution to Association that qualify as an exempt Association 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 Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in the purposes clause hereof.

The Association 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. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association 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 association, 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 Association, assets shall be distributed according to the will of the board of NPCA for one or more exempt purposes within the meaning of section 501 (C) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code, or an alternate is not specified, then shall be distributed to the federal government, or state or local government for public purposes. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the Association is then located, exclusively for such association or associations as said court shall determine, which are organized, which are operated exclusively for such purposes. Nothing shall go to any current or past member of the NPCA Board of Directors.

ARTICLE III - DIRECTORS

SECTION 1. MANAGEMENT OF THE ASSOCIATION

The Association shall be managed by the board of directors which shall consist of the officers and directors as provided in Section 2 of this Article, but never fewer than five in total. Each director shall be at least eighteen years of age. The total membership of the Board shall be counted as the total number of filled officers and directors positions, excluding any vacancies.

SECTION 2. ELECTION AND TERM OF OFFICERS AND DIRECTORS.

The Board of Directors shall provide for an election by secret ballot in December of each year wherein members in good standing shall have the right to cast their votes for the officers at large and for their directors by region. Each director shall hold office from the first day of February of the calendar year following that in which they shall have been elected until the expiration of the term for which he/she was elected or from their date of appointed by the Board. The terms of office of directors shall expire on January 31st of the calendar year in which their term is to expire, when they have been removed from the Board, upon the resignation of a director submitted in writing, or until documented proof is presented of the death or incapacity of the director. Each office or directorship shall be placed on the ballot for election year in the calendar year prior to their term’s expiration. The initial commencement of terms are included below, terms shall renew automatically thereafter for the term lengths provided.

President 3 years Commencing February 1st 2015

Senior Vice President 3 years Commencing February 1st 2016

Legislative Vice President 3 years Commencing February 1st 2016

Vice President of Insurance Policy 3 years Commencing February 1st 2015

Vice President of Public Relations 3 years Commencing February 1st 2017

Treasurer 3 years Commencing February 1st 2017

Director shall be 2 from each of the four AASHTO regions

Region 1

Director 1 2 years Commencing February 1st 2017

Director 2 2 years Commencing February 1st 2016

Region 2

Director 1 2 years Commencing February 1st 2017

Director 2 2 years Commencing February 1st 2016

Region 3

Director 1 2 years Commencing February 1st 2017

Director 2 2 years Commencing February 1st 2016

Region 4

Director 1 2 years Commencing February 1st 2017

Director 2 2 years Commencing February 1st 2016

The Board of Directors shall appoint a Secretary who shall be a non-voting officer of the Association to keep the records of the organization.

If there are not enough directors from one region then a director may be elected from a another region to fill the vacancy. The Executive Board shall consist of the elected officers of the Board of Directors provided above and have such powers and authorities as the Board of Directors at large shall direct. No individual may hold more than a single elective office.

SECTION 3. INCREASE OR DECREASE IN NUMBERS OF DIRECTORS.

The number of directors may be increased or decreased by amendment to these Bylaws. No decrease in numbers of directors shall shorten the term of any incumbent director or result in the removal of a director.

SECTION 4. VETTING PROCESS.

The Board of Directors shall establish a written vetting process attached to these Bylaws by which potential directors shall be determined to be fit for election or appointment.

ARTICLE IV - BOARD ACTIONS

SECTION 1. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an amendment to these Bylaws and vacancies occurring on the board for any reason may be filled by a vote of the directors then in office, even if less than a quorum exists, unless otherwise provided in the certificate of Incorporation. Newly created offices shall be so established that the office shall be placed on the ballot at the next election, irrespective of when the term is proposed to expire.

A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold the unexpired term of his predecessor. Directors filling such vacancies shall hold office from the time at which their appointment has been made by the Board of Directors until the conclusion of the unexpired term for the office to which he or she was appointed.

SECTION 2. REMOVAL OR SUSPENSION OF DIRECTORS

Any or all the directors may be removed by action of the board. Directors may be removed due to failure to fulfill duties required by board, misconduct, theft or misrepresentation of the Association. Board members shall receive notice no less than five days in advance of any

meeting in which their removal is to be discussed. Removal must be approved by a majority vote of the membership of the board. Directors who have been removed shall not be eligible for director or officer positions for a period of not less than five years. The Board may waive the five-year requirement. The Board of Directors may remove any board member or officer at any time and for any lawful reason. The Board shall establish a procedure for considering the removal of officers and board members.

SECTION 3. RESIGNATION

A director may resign at any time by giving written notice to the board, the president or the secretary of the Association. 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. The President shall respond in writing to confirm the resignation.

SECTION 4. QUORUM OF DIRECTORS

Unless otherwise provided in the certificate of Incorporation, one third of the Membership of the Board of Directors shall constitute a quorum for the transaction of business on any specified item of business.

SECTION 5. ACTION OF THE BOARD

Unless otherwise required by law, the vote of a majority of the quorum of the directors shall be the act of the board. Each director and elected officer shall have one vote.

SECTION 6. PLACE AND TIME OF BOARD MEETINGS

The board may hold its meeting at the office of the Association or at other places, either within or without the state, as it may from time to time determine Board meetings may be held via conference calls and over electronic media.

SECTION 7. REGULAR ANNUAL MEETING

A regular annual meeting of the board shall be held at a time and location to be announced by the Executive Board.

SECTION 8. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT

Regular meetings of the board may be held with at least 24 hours’ notice at such time and place as it shall from time to time be determined. 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, electronic device, e-mail, or wire.

Special meetings shall be called by the president or by the secretary in a like manner or on request of three directors. Notice of a meeting need not be given to any director who submits a waiver of notice 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 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.

SECTION 9. CHAIRMAN

At all meetings of the board or executive board, the President shall perform as chairman of the meeting. In his or her absence the sr. vice president then a chairman chosen by the board shall preside.

SECTION 10. COMMITTEES

The board may designate committees, each consisting of not less than one director. Each such committee shall serve at the pleasure of the board, and the board can establish whatever committees it deems appropriate.

SECTION 11. REPORT OF COMMITTEE ACTIVITIES

Each committee which has met between board meetings and the Executive Board shall report any actions to the board of directors at the next regularly scheduled board meeting.

SECTION 12. 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 persons. An interested person is any person who is compensated by the Association 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 Association.

SECTION 13. 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 principal office of the Association. The notice need not specify the purpose of the meeting.

SECTION 14. ACTION BY WRITTEN CONSENT

Any action required or permitted to be taken by the membership may be taken without a meeting, if Board members consent in writing to the action within the specified time; to include writing through electronic media. 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 V - OFFICERS

SECTION 1. PRESIDENT.

The president shall be the chief executive officer of the Association; he or she shall preside at all meetings of the members and of the board, and/or executive board; he or she shall have the general management of the affairs of the Association and shall see that all orders and resolution of the board are carried into effect. If the President has resigned, been removed, or is otherwise unable to discharge the duties of office and a new President has been appointed by the board, the Presidency shall be submitted to vote by the members at the next election to fill the remainder of the unexpired term.

SECTION 2. 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. During the absence or disability of the President and the Senior Vice President shall have all the powers and functions of the President.

SECTION 3. VICE-PRESIDENTS

During the absence or disability of the President and the Senior Vice President, as well as the Vice President, the Board shall select an Acting President who shall have all the powers and functions of the President. The Board shall provide by act of the board for the order of succession and delegation of duties for the Vice Presidents.

SECTION 4. SECRETARY

The Secretary shall be an appointed, non-voting, office. The secretary shall be appointed by the Board and shall serve at the Board’s pleasure. The Secretary shall keep the minutes of all the Board of Directors, and Executive Board. Minutes may be recoded in written, electronic, or audio recording form He or she shall have the custody of the seal of the Association and shall affix and attest the same to documents when duly authorized by the Board of Directors, and shall keep the Association seal in safe custody. He or she shall keep a copy of the Articles of Incorporation and the Bylaws, as amended to date. He or she shall keep a record of the Association membership showing each member’s name, and address. He or she shall attend to the giving and serving of all notices of the Association, and shall have charge of such books and papers as the board of directors may direct; he or she shall attend to such correspondence as may be assigned to him or her, and perform all the duties incidental to his or her office.

SECTION 5. TREASURER

The Treasurer shall have the care and custody of all the funds and securities of the Association, and shall deposit said funds in the name of the Association in such bank or trust company as the executive officers, and directors may elect; he or she shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association, when countersigned by the President; he or she shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors or executive officers and countersigned by the president. He or she at any reasonable time shall exhibit his or her books and accounts to any director or officer of the Association upon application at the office of the Association in the location of the Treasurer during ordinary hours. At the end of each Association year, he or she shall have an audit of the accounts of the Association and filing of all necessary tax documents, 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 or she shall also present an annual report setting forth the financial conditions of the Association.

SECTION 6. SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the Association shall execute to the Association a bond in the sum and surety or sureties as the board may direct, conditioned upon the faithful performance of the duties of his or her duties to the Association and including responsibility for negligence and for the accounting for all property, funds or securities of the Association which may come into his or her hands.

SECTION 7. COMPENSATION FOR BOARD SERVICE

Officers and Directors shall not receive any salaries or other compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for any actual expenses incurred in the performance of their duties for the Association, as long as a majority of disinterested Board of Directors approve the reimbursement. The Association shall not loan money or property to, or guarantee the obligation of, any Director.

SECTION 8. COMPENSATION FOR PROFESSIONAL SERVICES BY DIRECTORS

Officers and Directors are not restricted from being remunerated for professional services provided to the Association. Such remuneration shall be reasonable and fair to the Association and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

ARTICLE VI - CODE OF ETHICS

The Association and its Officers, Directors and Employees will comply with the Association’s Code of Ethics, attached as Exhibit A.

ARTICLE VII - MEMBERSHIP

SECTION 1. MEMBERSHIP

A. In order to enjoy the benefits and privileges of membership at all levels, dues must have been paid in full, or current in monthly dues payments if on a payment plan.

B. Members agree to remove any and all membership identification as a member upon termination of their membership in the NPCA.

C. Membership dues will be due on the anniversary date you originally signed up annually at a time to be prescribed by the Board of Directors.

D. Members shall be subject to and shall comply with the Code of Conduct, attached as Exhibit B.

SECTION 2. VOTING MEMBERS

A member, referred to as a regular member, is any individual, proprietor, firm, partnership, company or Association who agrees to support the Association financially, through a dues structure set by the Board of Directors. Only, members in good standing may be elected by the membership to the board of directors and Association officers or appointed by the board. Members shall have the right to vote, as set forth in these bylaws, on the election of directors, on the disposition of all or substantially all of the Association’s assets, on any merger and its principal term and any amendments of those terms, and any election to dissolve the Association. Each member shall have one vote.

SECTION 3. DUES, FEES, AND ASSESSMENTS.

Each member must pay, within the time and on the condition set by the Board of Directors, dues, fees, and assessments in amounts fixed by and adjusted, from time to time, by the board of directors. The dues, fees, and assessments shall be equal for all members within each class of membership as set by the board of directors.

NPCA is a continuous Association for professional pilot car or oversize load escort operators and supporting industries. Dues for membership are established by the Board of Directors to meet the needs, and abilities of individuals and entities in the pilot/escort industry.

Membership dues are determined and collected for the primary purpose of funding advocacy for the betterment of the pilot/escort industry and the vitality, safety, and welfare of the membership. Advocacy is defined but not limited to education, outreach, interaction, partnership and lobbying of and with federal, state, and local lawmakers, officials, regulators and law enforcement entities, as well as related Associations, companies and individuals.

SECTION 4. GOOD STANDING.

Those members who have paid the required dues, fees, assessments in the accordance with the bylaws and who are not suspended shall be a member in good standing.

SECTION 5. CAUSE OF TERMINATION.

The Board of Directors shall provide for the cause of the termination of a member, to include failure to pay dues, misconduct, misrepresentation, or other lawful cause.

SECTION 6. TRANSFER OF MEMBERSHIP.

No membership or rights arising from membership shall be transferred. All membership rights cease on the member’s death or the termination of membership by any cause.

SECTION 7. HOLD HARMLESS

By signing the membership application, the member accepts and understands that he or she shall defend, indemnify, and hold harmless National Pilot Car Association, Inc., also known as NPCA, from any and all claims, lawsuits, demands, cause of action, liability, loss, damage and/or injury, slander or liable, of any kind whatsoever (including without limitation all claims for

monetary loss, property damage, equitable relief, personal injury and/or wrongful death) whether brought by an individual, or entity, or imposed by a court or agency, arising out of , in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of NPCA, the board of directors, executive officers, or other members, employees, agents, contractors, invitees, or volunteers. This indemnification applies to and includes, without limitation, the payment of all penalties, funds, judgments, awards, decrees, attorney’s fees, and related cost or expenses, and any reimbursements to NPCA, the executive officers, board of directors, or members of NPCA for all legal fees, expenses, and cost incurred by it.

ARTICLE VIII - GENERAL

SECTION 1. RIGHT OF INDEMNIFICATION.

To the fullest extent permitted by law, this Association shall indemnify its directors, officers, employees, and other person, including persons formerly occupying such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used, and including an action by, or in the right of the Association, by reason of fact that the person is or was a person described, as used in this bylaws, shall have the same meaning.

SECTION 2. INSURANCE.

The Association shall have the right to purchase and maintain insurance as required by law, on behalf of its officers, directors, employees, and other agents, against liability asserted against, or incurred by any officer, director, employee, or agent in such capacity or arising out of the officers, directors, employees, or agent’s status as such.

ARTICLE IX - VOTING

SECTION 1. RECORD DATE

For the purposes of determining the members entitled to vote at any meeting, entitled to vote by official ballot, or entitled to exercise any right with respect to any lawful action, the Board of Directors shall fix a record date. The record date so fixed for voting shall not be more than sixty days before the date on which the election is to commence. A person holding a membership at the close of business on the record date shall be a member of record.

SECTION 2. VOTING

Each member of record is entitled to vote, and may cast one vote on each question or office submitted to the vote of the membership.

SECTION 3. MANNER OF CASTING VOTES

The Board of Directors shall provide for the methods and procedures of casting votes to include the type of ballot, medium of voting, and time and date of voting in accordance with Article III, Section 2 of these Bylaws.

SECTION 4. FILING.

All official ballots shall be filed with the secretary of the Association and maintained in the Association’s records for at least three years, or according to IRS rules.

ARTICLE X - RECORDS AND REPORTS

SECTION 1. MAINTENANCE OF ASSOCIATION RECORDS.

The Association shall keep adequate and correct books and records of accounts, written minutes of the proceedings of its members, board of directors, executive officers, committees of the board of directors, and a record of each member’s name and address.

SECTION 2. ACCESS TO MEMBERSHIP RECORDS

Any member may obtain from the secretary by written request a list of names of members who are entitled to vote as of the most recent record date for which that has been compiled.

SECTION 3. MAINTENANCE AND INSPECTION OF CORPORATE DOCUMENTS

The Association shall keep at its principal office, the original or a copy of the Articles of Incorporation and the bylaws, as amended to date, which shall be open to inspection by the members at reasonable times during office hours.

SECTION 4. INSPECTION BY DIRECTORS.

Every director shall have the absolute right at any reasonable time to inspect the Association’s books, records, documents of any kind, physical properties, and records of each of its subsidiaries. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of document.

ARTICLE XI - AMENDMENTS

SECTION 1. AMENDMENTS TO THE BYLAWS

Amendments to these bylaws may be approved by the Board of Directors with the affirmative votes of two-thirds of the membership. Amendments shall be presented to the board in writing.

SECTION 2. AMENDMENT PROCESS

Amendments to these bylaws must be submitted in writing as a resolution to a regular meeting of the Board of Directors for first reading. When the Board has approved the resolution’s first reading the Board shall submit copies to the membership. A thirty day waiting period for public comment shall commence with the approval of the first reading. After this waiting period the Board may formally approve the amendment to the Bylaws according to the provisions of Section 1, of this Article.

SECTION 3. CONTINUANCE IN OFFICE

The Board of Directors may not adopt, amend, or repeal any bylaws that would increase or extend the terms of directors, officers, or allow any director to hold office by designation or selection rather than by election by the membership.

ARTICLE XII – CORPORATE LOGO

SECTION 1. ACCEPTABLE EXTERNAL USE

Entities associated with the Association are welcome to use the NPCA Association logo, as appropriate, to promote their events and/or describe their activities. Individuals may use the logos to acknowledge their membership in the Association and/or their participation in a sponsored event. It is also acceptable to grant permission to third parties, such as news Associations, to use the logos for promotional purposes.

SECTION 2. PROHIBITED USE

It is our policy that the NPCA Association logo be used without modification and in an appropriate manner.

Examples of prohibited use include, but are not limited to, the following:

A. Any implication of endorsement by the Association or its activities

B. Commercial uses (placement of the logo on product packaging)

C. An individual’s use of the logo for purposes other than acknowledging membership or participation in our activities

This association has been organized by the following Members:

Steven Barnes

Vonda Tamburin

Elton Boyd

Connie Smith

Mike Myers

Charley Cayias

The foregoing bylaws were adopted by the Nation Pilot Car Assn, Inc. on the 8th day of Dec, 2014. Revised December 31st 2016 with the approval of the membership.

COPYRIGHT 2014 National Pilot Car Association, Inc


Address: PO Box 266, Lincoln, AL  35096

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

Email: info@nationalpca.org

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