Combined
Constitution and Bylaw Proposal |
Contents:
Article
I- Name and Operations The
name of the organization shall be the National Fireworks Association,
hereinafter referred to as “NFA” or association. The
principal business location shall be 8224 N W Bradford Ct, Kansas City,
Missouri 64151 The
association will be organized as a non-profit corporation. The
fiscal year of the association shall be January 1st-December
31st of each year. The
objective of the Association is to provide a forum for manufacturers,
distributors, exhibitors and users of fireworks for the exchange and
dissemination of knowledge and the positive promotion of the fireworks
industry in a fair and equitable manner.
The corporate powers, business and property of the NFA shall
be exercised, conducted and controlled by a board of directors so outlined
in Article V. Section 1: Any person
meeting the requirements for membership may apply to the association
by submitting an application accompanied by the dues for the current
year. The record date for
determination of members entitled to vote at the annual meeting shall
be the close of business on the day before notice is given, or if no
notice is given, the day on which the meeting is held.
One membership vote in the association is accorded each member
or member company having full membership dues current and listed with
the association’s Secretary. A:
Dues will be set annually by the Board of Directors or as deemed
necessary. B:
The Board of Directors may also propose honorary memberships
and the dues for such memberships may be waived by the Association. C:
All dues are payable on the final day of January of each year. No refund of dues shall be made to any member who resigns from,
is expelled from or otherwise leaves the Association. Any member in default as of March 31st shall be
dropped from membership. Members
may be reinstated after payment of appropriate dues, including past
and current dues and any late fees adopted by the Board. Section 1: The corporate
powers, business and property of the NFA shall be exercised and conducted
by a Board of Directors. Section 2:
The board shall consist of the following officers: President,
President Emeritus (if so designated), Vice-President, Secretary, Treasurer,
and two directors as appointed by the elected Officers.
Section 3:
Qualifications Officers of the Board
must be Full dues paying members and must be in good standing. Section 4: Installation The officers shall be
members of and comprise the Board of Directors.
The officers will serve for two years, unless sooner removed,
or until their respective successors are installed.
Newly elected officers shall take office immediately upon certification
of their election. A:
Incumbent officers may run and be reelected without term limitations. Section 5:
Meetings of Directors Section
6- Vacancies and Removal
A: Whenever a vacancy
in the Board of Directors shall occur, the remaining officers shall
fill such vacancy by election, by majority vote of the entire Board
for another member to fill such vacancy and such new officer shall hold
office until the election of a successor by the Full Voting members
can reasonably be carried out.
Such elected member shall fill the remaining term of the office
in which the vacancy occurred.
B: Any officer or
director who ceases to be a member of the NFA shall thereupon cease
to be a member of the Board of Directors.
C: Any officer or
director who violates any purpose of this association in any particular
way shall cease to be a member of the Board of Directors as soon as
a majority of the directors shall have passed a resolution to that effect.
D: Any complaint
against any of the officers alleging neglect or unfaithful performance
of their duties shall be made in writing, signed by 5 members in good
standing and addressed to the President (excepting any complaint against
the President, in which event any such written complaint should be addressed
to the Vice-President). The
complaint shall be presented by the President or Vice-President as appropriate,
to the Board of Directors at its next regular meeting or at any special
meeting called for that purpose.
The Board of Directors shall determine by a majority vote whether
the complaint shall be dismissed or whether it shall be presented for
a vote at the next regular meeting of the association. Removal if necessary
is allowed under Article V Section 6 B, C, or D. 2:
To direct and supervise and remove for cause all officers, committees,
agents, and employees of the NFA, prescribe their duties, fix their
compensation and require of them, if advisable, security for faithful
service in the form of a bond. Article
VII- Duties of Officers Shall preside at all meetings of the association, appoint all
committees and carry out the resolutions of the Board.
The president shall perform and discharge such other duties and
shall have such other powers as the Board of Directors may from time
to time prescribe. Shall perform the duties
of the office of the president in the absence of the president or in
the case of physical or mental inability of the president to act and
shall have such other powers and shall perform such other duties as
the Board of Directors shall, from time to time, prescribe.
A: Keep the minutes
of the Board of Directors and of the annual meeting of the association,
and have charge of all correspondence of the association.
Section
4: Treasurer
Section 5:
President Emeritus Shall preside at all
board meetings in the absence of the President and the Vice-President
and perform such duties as may be prescribed by the President and the
Board of Directors; perform the duties of President in the event of
the death, resignation or inability to serve of the current President
and Vice-President. Section 6:
Directors Appointed directors shall
perform all necessary duties as directed by the Board of Directors.
Section 7:
General Direction Upon expiration or removal
of office, all outgoing officers or directors shall turn over to their
successors or to the Board, all money, property and records of the association
as directed by the Board. Section 1 Standing Committees The President,
with the consent of a majority of the board may appoint standing committees. Section
2 Special Committees The President, consistent
with Article VII Section 1, may from time to time appoint Special Committees
of two or more Directors or members for the performance of such duties
and with such powers as may be prescribed and lawfully delegated to
them. Article
IX- General Provision Concerning Members Section
1 Member Eligibility Any person may be admitted
to the association provided that he/she shall have paid membership dues,
filled out a member application form and agrees to abide by the rules
and regulations set forth by the association.
All memberships (new and current) are subject to periodic review
by the standing membership committee. Section 2- Membership
Certificates The association shall
cause to be issued to each member in good standing, a certificate of
membership as may be approved by the Board of Directors, but neither
said membership, nor certificate thereof, may be assigned or assignable
by said member. Section 3 Voting Power The voting power of each
Full Voting Member shall be equal and each entitled to one vote.
Full Voting Members may vote for officers, proposed bylaws changes,
and for such other business as may come before the association.
Section 4- Withdrawal Any member may withdraw
or resign from this association, in which event his resignation shall
be effective as soon as received by the Board or by the Secretary. Article
X-Expulsion and Suspension Section 1 Enforcement In the event that any
member knowingly violates these bylaws or any other provisions thereof,
he/she shall be subject to suspension or expulsion as a member of the
association. Section 2- Suspension
and Expulsion Upon it’s own motion
or upon a complaint in writing, signed by five members of the association
in good standing, charging any member with the violation of these bylaws
or conduct adversely reflecting upon the NFA, the Board of Directors
may, by vote of a majority of the whole Board, order the suspension
or the expulsion of such member and terminate his certificate of membership. All disciplinary procedures must be consistent with the provisions
of these bylaws, Robert’s Rules of Order, and the Federal and State
laws that may be so applicable and must afford the accused member the
rights of due process, including an opportunity to present a defense. Section 1- Funds All moneys belonging
to the association shall be deposited in such bank or banks or invested
as directed by the Board of Directors. Section 2- Liability
of Members The members shall not
be liable for the debts of the association except to the extent of any
unpaid portion of their respective membership dues or assessment fees. Article
XII- Amendments to bylaws. These bylaws may be altered
or amended as deemed necessary by a 2/3rds majority vote of those Full
Voting Membership ballots that are returned to the Secretary within
a clearly stated time frame. All ballots to be counted for or against
must be postmarked prior to the designated deadline.
All ballots received postmarked later than the designated deadline
will be deemed null and void.
Voting shall be done
by ballot sent though and returned via the United States Postal Service.
Included with the ballot shall be the original bylaw section(s)
as written, the proposed bylaw change, and a recommendation by the Board
of Directors or designated bylaw committee with a recommendation to
adopt or reject said bylaw proposal and said reasons for such recommendation. Tabulation of returned
ballots shall be the responsibility of the designated election committee.
The results of said vote shall be published in the next available
newsletter. <top Article
XIII- Parliamentary Authority The association shall
adopt Robert’s Rules of Order, Newly Revised, Current Edition, as its
parliamentary authority. If the objects
and purposes of the association cannot be carried out and it becomes
necessary to dissolve the association, all assets then possessed by
the association shall be distributed among such non-profit regional
fireworks organizations as may be deemed worthy by the Board of Directors. Adopted at
Las Vegas on November
9, 2004 Member approved:
December 22, 2004 by mailed ballot |