Carolinas Parking Association

Carolinas Parking Association By Laws

BY LAWS OF THE CAROLINA PARKING ASSOCIATION

Revised 6/26/2006

ARTICLE I - NAME

The name of the organization shall be Carolinas Parking Association.

ARTICLE II - PURPOSE

The organization shall be a professional association consisting of parking administrators, practitioners suppliers and consulting in North and South Carolina.

The purpose shall be to provide for acquisition and sharing of knowledge, personal development, a mutual support network, and the creation of an environment for professional interaction.

ARTICLE III - MEMBERSHIP

Section 1. Classes

There shall be five classes of membership: Regular, Delegate, Associate, Affiliate and Consultant. To be eligible in any class, in addition to the other requirements as set forth in the Bylaws, the purpose of a member must not be in conflict with the objectives of the Organization.

A.	Regular Members shall be municipalities and other government bodies, parking authorities, boards, bureaus, commissions departments, colleges, universities airports, hospitals or agencies and other institutions having similar responsibility or the establishment, operation, maintenance, control or direction of public parking.
B.	Delegate Members shall be representatives named by the Regular Members. When a Regular Member has failed to name a Delegate Member, the President may advise the Secretary of the name of the person who is to be considered the Delegate Member until replaced.
C.	Associate Member shall be additional representatives of Regular, Affiliate and Consultant Members or any other individual, corporation or organization who the Board of Directors may elect.
D.	Affiliate Members shall be corporations or individuals engaged in supplying goods or services in the parking field or interested in, or connected with the operation and development of public parking, whether for profit or otherwise, and who support the objectives of the organization.
E.	Consultant Members shall be individuals or organizations providing consultation services to the parking industry.

Section 2 Voting Rights

Only Regular Members shall have the right to vote on any matter submitted to a vote of the members. A Regular Member shall have one vote which shall be exercised on its behalf by its named Delegate Member.

Section 3 Motions

Only Regular Members shall have the right to move a proposal at the annual or special meetings of the organization which right shall be exercised on its behalf by its named Delegate Member.

Any member may participate in discussion at annual or special meeting of the Organization unless the voting members shall determine by a majority vote that discussion on a particular matter be limited to voting members.

Section 4 Dues

Annual dues shall be established by the Board of Directors.

Dues of all members shall become due annually on the first day of December. Dues are not refundable other than for inadvertent duplication of unauthorized admission. The annual dues for each type of member as defined Article III section 1 as follows:

Regular Member $75.00

Associate Member $10.00

Affiliate Member $75.00

Consultant Member $75.00

Termination for nonpayment of dues and reinstatement where payment of current years dues is made shall be in accordance with Section 6 of the Article.2

Section 5. Admission

Application for membership shall be submitted to the Secretary. Admission shall be subject to the approval of the Board of Directors.

The Board of Directors shall report to the annual meeting on those applications accept for membership.

Section 6. Termination

A.	Membership in any class may be terminated by the member upon written resignation to the Secretary, but such resignation shall not relieve the member so resigning or obligation to pay any dues or other charges theretofore accrued and unpaid.
B.	The Board of Directors may, by vote of three fifths of all the members of the Board, suspend or expel a member for cause after an appropriate hearing. Cause shall include, but not be limited to, circumstances where a member is found to have acted in a manner as to be prejudicial to the objectives or successful operation of the Organization. Suspension shall be for such period of time as the Board of Directors deems appropriate.
C.	The Board of Directors may, by majority vote, terminate the membership of any member for nonpayment of dues.
D.	The Board of Directors may, by vote of the majority of all members of the Board, reinstate a former member to membership upon such terms as the Board of Directors deems appropriate.
E.	Consultant Members shall be individuals or organizations providing consultation services to the parking industry.

Section 7. Transfer of Membership

Membership in this organization is not transferable or assignable.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers

The affairs of the organization shall be managed by the Board of Directors.

Section 2. Composition

A.	Number The number of directors shall be seven. One of the directors shall be the Consultant Member Representative, and one shall be the Affiliate Member Representative. The immediate past president shall serve as an ex officio member.
B.	Qualifications Except as provided in the Article, only Delegate Members may be elected to the Board of Directors. No more than one Delegate member representing each municipality, College or university campus, hospital or medical center, airport or other membership type shall serve concurrently as a member of the Board Of Directors. In the event of questions concerning compliance with this section, the Board Of Directors shall serve as the final arbiter.
C.	The Board of Directors may, by majority vote, terminate the membership of any member for nonpayment of dues.
D.	The Board of Directors may, by vote of the majority of all members of the Board, reinstate a former member to membership upon such terms as the Board of Directors deems appropriate.
E.	Consultant Members shall be individuals or organizations providing consultation services to the parking industry.

Section 3. Term of Office

Except as hereinafter provided, the directors shall be elected for a term of two years. A director may be elected for less than two years if required to fill an unexpired term. For the purpose of this section, a year shall coincide with the organizations Fiscal Year as defined in Article IX.

Section 4. Election of Delegate Members

A.	Nominations The Secretary shall notify the chairman of the Nominating Committee at least ninety days before the annual meeting of the number of vacancies to be filled and terms of office thereof. In addition, the Secretary shall provide the Nominating Committee with a list of all Delegate Members in good standing. The Nominating Committee shall prepare a list of nominees and shall secure the consent of each nominee. In preparation of the list of nominees, the Nominating Committee shall take into consideration and attempt to reflect in its selection of nominees from the membership the ration of municipal, institutional, airport and hospital members to the total membership. The Nominating Committee shall consult with the Board of Directors regarding potential nominees and the committees final report shall be subject to approval of the Board of Directors. The Secretary shall submit to the Delegate members, at least sixty days before the annual meeting, the list of nominees prepared by Nominating Committee.
B.	Additional Nominations Additional nominees may be nominated by written submission to the Secretary by five Delegate Members in good standing. Such written submission must be accompanied by the written consent of the nominee and must be submitted to the Secretary not later than forty days prior to the annual meeting.
C.	Ballots Not later than twenty days before the annual meeting the Secretary shall forward to all Delegate Members in good standing a ballot listing the nominees proposed by the Nominating Committee and the names nominated in accordance with Section 4(B).
D.	Return of Ballots Ballots shall be returned to the Secretary by first class mail at least ten days before than annual meeting or in person prior to the election at the annual meeting.
E.	Required Votes Those candidates receiving the highest number of votes sufficient to fill the number of vacancies declared under Section 4(A) of this Article, shall be declared elected. In the event of a tie vote for the final vacancy, the outgoing Board of Directors shall decide by a majority vote between the tied candidates and declare the candidate elected. Such decision shall be made at the meeting of the board of Directors following the annual meeting.
F	Additional Items on the Ballot The Board of Directors may instruct the Secretary to include a ballot on such issue or issues which the Board deems advisable to canvas by mail.

Section 5. Election of Consultant and Affiliate Members

The Secretary shall determine the method of election of the Consultant and Affiliate Members within the following guidelines:

Elections for the positions shall be held concurrently with elections of Delegate Members.
Consultant and Affiliate Members in good standing will be afforded ample opportunity to submit applications for nomination to the Secretary.
Deadlines for various steps in the election process will be similar to those of Delegate Members.
Only Affiliate Members may vote for Affiliate Member candidates and only Consultant Members may vote for Consultant Member candidates.

Section 6. Meeting

There shall be at least one meeting of the Board of Directors to be held in conjunction with the annual meeting. No other notice other than these Bylaws is required.

Section 7. Special Meetings

Special meetings may be called by a majority of the Board or by the President.

Section 8. Notice

Notice of Special meeting of the Board of Directors shall be given at least ten days previously thereto by written notice to each director at this address shown by the records of the Organization. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting.

The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except where otherwise provided, neither the business to be transacted, nor the purpose of notice of waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 9. Manner of Acting

Each director shall have one vote. Except where otherwise provided the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, in no case shall a motion be passed unless there are at least four affirmative votes.

Section 10. Quorum

Four directors shall constitute a quorum.

Section 11. Vacancies

When a vacancy on the Board of Directors occurs, it may be filled for the balance of the unexpired term by a member from the appropriate membership type elected by the Board.

ARTICLE V OFFICERS

Section 1. General

The officers of the organization shall be President, Vice-President of South Carolina, Vice-President of North Carolina, Secretary and Treasurer. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors.

Section 2. Election and Term of Office

The Board of Directors shall elect from its membership the officers of the Organization. The election of officers shall be at the first meeting of the newly elected Board of Directors which shall be called by the retiring President, as soon as feasible, and in any case not more than sixty days after the annual meeting. All officers may be reelected to the same office or any other office which they have previously held.

Officers shall serve until the first meeting of the Board of Directors following the next annual election.

Section 3. Removal

Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Organization will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. President

The President shall be the principal executive officer of the Organization. Subject to the direction and control of the Board of Directors, the President shall be in charge of the business and affairs of the Organization; the President shall see that the resolutions and directives of the Board of Directors are carried into effect in those instances in which that responsibility is assigned to some other person by the Board of Directors; and, in general, the President shall discharge all duties incident to the office of President and such other duties as may be prescribed by the office of the Bylaws and Board of Directors. In the absence of the President, the most senior Vice-President shall preside. In the absence of the senior Vice-President the junior Vice-President shall preside. In the absence of the junior Vice-President a member of the Board of Directors chosen by the Board of Directors by majority vote shall preside. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Organization or a different mode of execution is expressly prescribed by the Board of Directors or these Bylaws, the President may execute for the Organization any contracts of other instruments which the Board of Directors has authorized to be executed.

The President shall have the authority to delegate the performance of the duties of that office to another officer, agent, or committee of the Organization as is appropriate. Such delegate shall not operate to relieve the President of any responsibility imposed upon that office by law or by these Bylaws.

Section 5. Vice President

The Vice-Presidents shall assist the President in the discharge of the duties of the office as the President may direct and shall perform such other duties as may be assigned by the President, by the Board of Directors or by these Bylaws. In the absence of the President or in the event of then Presidents inability or refusal to act, the most senior Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all restrictions upon the President.

Section 6. Secretary

The Secretary shall record the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the organizations records and of the seal of the Corporation; keep a register of post office addresses of each member which shall be furnished to the Secretary by such member; and be responsible for the correspondence of the Organization; and keep the record of the Articles, Bylaws, and amendments thereto.

The Secretary shall have the authority to delegate the performance of the duties of that office to another officer, agent or committee of the Organization as is appropriate. Such delegation shall not operate to relieve the Secretary of any responsibility imposed upon that office by law or these Bylaws.

Section 7. Treasurer

The Treasurer is the principal accounting and financial officer of the organization.

In addition the Treasurer shall; (a) have charge of and be responsible for the maintenance of adequate books of account for the Organization; (b) have charge and custody of all funds and securities of the Organization, and be responsible for the receipt and disbursement thereof and (c) perform all duties as from time to time may be assigned by the President or by the Board of Directors including, but not limited to, preparation of financial statements as required by the Board and preparation of a statement of dues to each member prior to their becoming due and payable. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time that may be assigned by the President, by the Board of Directors or by these Bylaws.

The Treasurer shall have the authority to delegate the performance of the duties of that office to another officer, agent or committee of the Organization as is appropriate. Such delegation shall not operate to relieve the Treasurer of any responsibility imposed upon that office by law or these Bylaws.

ARTICLE VI - COMMITTEES

Section 1. General

Committees shall be established as provided in these Bylaws. Except as otherwise provided, the President shall name the Chairman and members of all committees provided, however, that the President may delegate to the Chairman of any committee the appointment of additional members. If a person specified by the Bylaws to act as Chairman of a committee is unable or unwilling to act, the President shall appoint another member subject to the approval of the Board of Directors. Except as otherwise provided in the Bylaws, members of any class may be appointed to a committee.

Section 2. Executive Committee

The President shall appoint an Executive Committee comprised of the President and two other officers to meet for the purpose of conducting business arising between meetings of the Board of Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Organization and all actions taken by the
Executive Committee shall be reported to the full Board of Directors as soon as practical. No such action shall be taken contrary to the Articles of Bylaws.

Section 3. Nominating Committee

The Chairman of the Nominating Committee shall, when possible, be immediate past President.

The Nominating Committee shall make nominations for the Board of Directors in accordance with Article IV, Section 4.

Section 4. Other Committees

Standing Committees, other than those presently established, may be established by Bylaw. Special Committees, may be established by Bylaws, by Bylaws, by resolution of the membership, by resolution of the Board of Directors, or by the President.

ARTICLE VII - AMENDMENTS

Except as otherwise provided, the power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. Such action may be taken at a regular meeting or at a special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provision for the regulation and management of the affairs of the Organization not inconsistent with the law.

ARTICLE VIII - RULES AND PROCEDURES

The rules contained in Roberts Rules of Order, Revised shall govern the meetings of the Board of Directors, in all cases in which they are applicable and in which they are not inconsistent with the Bylaws.

ARTICLE IX - FISCAL YEAR

The Fiscal Year of the organization shall be from the first day of December to the thirtieth day of November.

An audit shall be completed by the end of the fiscal year. The report shall be summarized and read at the annual meeting. The Board of Directors may appoint a Certified Public Accountant to audit the financial records and accounts for the Organization and prepare an annual financial report.

ARTICLE X - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law or under the provision of the Bylaws of the Organization, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.