ARTICLES OF INCORPORATION
OF
ELECTION BOARDS ASSOCIATION OF NORTH CAROLINA, INC.
We, the undersigned natural persons of the age of twenty-one years or more, do hereby make and acknowledge these Articles of Incorporation for the purpose of forming a non-profit corporation under and by virtue of the laws of the State of North Carolina, and to that end hereby sets forth.
1) The name of the Corporation is ELECTION BOARDS ASSOCATION OF NORTH CAROLINA, INC.
2) The period of duration of the corporation shall be perpetual.
3) The purpose for which the corporation is organized is:
a. To endeavor to bring about the general improvement of elections in North Carolina.
b. To promote greater activity and higher efficiency on the part of County Election Boards and their respective staff.
c. To promote cooperation in the handling of problems of the County Election Boards.
d. To provide the citizens of the State and the Legislature with information necessary for the passage of elections laws which would benefit efficiency and fairness in elections.
e. To provide information to the general electorate concerning the mechanics of the election process and to encourage a larger number of participants in the voting process.
f. To refrain from supporting any particular political candidate or proposition in any election.
4) The corporation shall have members composed of all of the members of the County Boards of Elections in the Sate of North Carolina, who have paid their dues as provided in the By-Laws.
5) The Directors of the corporation shall be elected or appointed in the manner and for the terms provided in the By-Laws.
6) The purposes for which the corporation is organized are exclusively charitable under the provisions of both Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue law. Notwithstanding any other provisions of these Articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501( c) (4) or Section 501 (c ) (3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law.
7) No part of the net earnings of the corporation shall enure to the benefit of any Officer, Director or member of the corporation. In the event of dissolution, the residuary assets of the organization shall be turned over to one or more organizations which themselves are exempt as organizations described in Section 501 (c )(4) or Section 501 (c )(3) and Section 170 (c )(2) of the Internal Revenue Code of 1986, or the corresponding provisions of any prior or future United States Internal Revenue law, or the Federal, State or local government for exclusive public purpose
8) The address of the initial registered office of the corporation in the State of North Carolina, is Yancy County, Route 5, Box 643, Burnsville, North Carolina 28714, and the name of its initial registered agent at such address is Kirk Hubbard.
9) The number of Directors constituting the initial Board of Directors should be thirteen (13), but shall be fixed by the By-Laws, and the names and addresses of the persons who are to serve as the initial Directors are:
NAME
Patty B. Proctor
L. Hugh West, Jr.
Jean Nelson
Kirk Hubbard
Boyce Sink
Robert E. Price
Joan Cardwell
William Winberg, III
W. H. Ray, Jr.
Floyd Spellman
Kenneth Kiser
Jo M. Overman
Ruth B. Wilson | ADDRESS
Route 2, Box 447
Selma, N.C., 27576
515 Hedrick Drive, P. O. Box 1531
Statesville, N.C., 27576
2109 Neuse Cliff Circle
New Bern, N.C., 28560
Route 5, Box 645
Burnsville, N.C., 28714
212 N. State St., P.O. Box 833
Lexington, N.C., 27293
Route 2, Box 182
Mocksville, N.C., 27028
2917 Greenway Ave.
Winston-Salem, N.C., 27105
Route 65, Box 664
Arapahoe, N.C., 28510
P.O. Box 313, 622 Palmer Dr.
Sanford, N.C., 27330
523 Edge St.
Elizabeth City, N.C., 27909
306 Union St. S,
Concord, N. C., 28026
120 Lockridge
Durham, N.C., 27713
300 Windsor Dr.
Shelby, N.C., 28150
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10) The names and addresses of the incorporators are:
NAME
Pattie B. Proctor
L. Hugh West., Jr.
Kirk Hubard | ADDRESS
Route 1, Box 447
Selma, N.C., 27576
515 Hedrick Dr., P.O. Box 1531
Statesville, N.C., 26677
Route 5, box 643
Burnsville, N.C., 28714 |
IN WITNESS WHEREOF, the incorporators have executed these Articles ofIncorporation, this the second day of August, 1991
(S) PATTIE B. PROCTOR (SEAL)
PATTIE B. PROCTOR, INCORPORATOR
(S) L. HUGH WEST. JR (SEAL)
L. HUGH WEST, JR._INCORPORATOR
(S) KIRK HUBBARD (SEAL)
KIRK HUBBARD. INCORPORATOR
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BY-LAWS
OF
ELECTION BOARDS ASSOCIATION OF NORTH CAROLINA, INC.
ARTICLE I. ORGANIZATION
1. The name of the organization shall be Election Boards Association of North Carolina, Inc.
2. The organization shall have a seal which shall be in the following form:
ARTICLE II. PURPOSES
a. To endeavor to bring about the general improvement of elections in North Carolina
b. To promote greater activity and higher efficiency on the part of County Election Boards.
c. To promote cooperation in the handling of problems of the County Election Boards
d. To provide the citizens of the State and the Legislature with information necessary for the passage of election laws which would benefit efficiency and fairness in elections.
e. To provide information to the general electorate concerning the mechanics of the election process and to encourage a larger number of participants in the voting process.
f. To refrain from supporting any particular political candidate or proposition in any election.
g. To serve as an instrument of communications between County Election Boards and the State Board of Elections
ARTICLE III. MEMBERSHIP
The members of the organization shall be as follows:
a. The chairman and all members of County Boards of Elections for the State of North Carolina, and
b. Ex officio members as hereafter defined in Article X
ARTICLE IV. DUES
The annual dues required for membership in the association shall be determined by a vote of the Executive Committee, subject to the right of the general membership to overturn the determination of the Executive Committee and set annual dues in its discretion.
ARTICLE V. MEETINGS
a. There shall be a meeting of the membership of the corporation immediately preceding or during the date or dates on which the State Board of Elections holds its seminars.
b. A majority of the active members of the corporation, when present at any meeting, shall constitute a quorum, and in the event there is less than a quorum present, those members present may by majority vote waive the necessity of a quorum being present and proceed to transact business by a majority vote of those members present.
c. The order of business at the meeting shall be as follows:
1. Call to order
2. Reading of minutes of previous meeting
3. Receiving communications
4. Reports of officers
5. Reports of committee heads and committee members
6. Unfinished business
7. New business
8. Election of officers and directors if required
The order of business may be altered or suspended at any meeting by a majority vote of its members present. The usual parliamentary rules as laid down by Robert's Rules of order shall govern when not in contlict with these By-Laws.
d. Special meetings of the corporation may be called at any time by the president, or in his absence by one of the vice presidents or secretary, on the written request of a majority of the Executive Committee, or on the written request of not less than twenty (20) members of the corporation. At least fifteen (15) days notice of any special meeting must be given by mail to the members of the corporation, and the notice must state the object of the meeting. Notice may be waived by written authorization.
ARTICLE VI. OFFICERS
a. The elective officers of the corporation shall be a president, a first vice-president, a second vice-president, secretary and a treasurer. These officers shall be ex officio members of the Executive Committee with the right to vote.
b. The officers of the corporation shall take office as the last order of business prior to the adjournment of the meeting at which they are elected, and shall serve a term of two (2) years or until their successors are duly elected and take office. Except for the office of president, the officers shall be eligible to succeed themselves for more than one term.
The president may not succeed himself or herself. Vacancies in any office may be filled by the Executive Committee and only for the remainder of the term.
c. The president shall be the chief officer of the corporation, and shall preside at meetings of the corporation and of the Executive Committee. He shall be a member ex officio of all committees. He shall communicate to the association such matters and make such suggestions as may in his or her opinion tend to promote the welfare and increase the usefulness of the corporation, and shall perform other duties as are necessarily incident to the office.
d. Either the first vice-president, or the second vice-president shall perform all the duties of the president during the absence of the president. The vice-presidents shall be members ex officio of all committees.
e. The treasurer shall keep an account of all monies received and expended for use of the corporation, and shall make disbursements authorized by the Executive Committee or such other persons as the active corporation members may prescribe. All sums received shall be deposited by him or her in the bank or banks approved by the Executive Committee, and he or she shall make a report at the annual meeting or when called upon by the president. Funds may be drawn only on the signature of the treasurer. The duties of the treasurer, upon the approval of the membership, may be delegated to an assistant treasurer. The funds, books and vouchers in his or her hands shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection of the elective officers of the corporation. At the expiration of his or her term of office, the treasurer shall deliver to his or her successor all books, money and other property of the corporation
.
f. The administration and management of the corporation shall be vested in the secretary. He, or she, shall direct the activities of the corporation and perform such other duties as may be defined by the Executive Committee. It shall be his or her duty:
1. To give notice of and attend all meetings of the corporation and all committees and to make provisions for the keeping of records of proceedings.
2. To conduct correspondence and to carry into execution all orders, votes and resolutions not otherwise committed.
3. To keep a list of the members of the corporation
4. To establish machinery for the collection of dues and their payment to the treasurer
5. To keep records as to any agents retained by the corporation, and to take charge of and supervise the performance by them of their duties.
6. To prepare with the concurrence of the treasurer, an annual report of the transactions and condition of the corporation, and generally to devote his or her best interests to the corporation.
ARTICLE VII. ELECTION
The election of corporate officers shall take place biannually at the time and place of the regular annual meetings which are coordinated with the meeting of the State Board of Elections to conduct seminars. Any active member who has paid his or her dues and is in good standing as a member of the corporation, shall be eligible for office and entitled to vote. Candidates who receive a majority of the votes cast shall be elected to the offices for which they are nominated. The Executive Committee shall consist of the herein specified offices of the corporation, and seven (7) Directors. The initial Board of Directors shall consist of the following members whose terms shall expire at the end of the annual meeting of the year indicated below their names:
Robert E. Price
Davie County
Term Expires 1992
William Winberg
Pam1ico County
Term Expires 1991
Floyd Spellman
Pasquotank Count
Term Expires 1992
Jo M Overman
Durham County
Term Expires 1993 | Joan Cardwell
Forsyth County
Term Expires 1991
W. H. Ray, Jr
Lee County Term
Expires 1993
Kenneth Kiser
Cabarrus County
Term Expires 1991
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At each annual meeting thereafter, a number of Directors equal to those whose terms have expired, or are about to expire, shall be elected for a term of three (3) years. The members of the Executive Committee, including Directors, Officers, and District Chairmen, shall, on election, immediately enter the performance of their duties and shall continue in office until their successors are duly elected. All past presidents of the corporation and past presidents of the association which is a predecessor to this corporation, if members of the corporation, shall be ex officio members of the Executive Committee with the right to vote. All District Chairmen shall be ex officio members of the Executive Committee with the right to vote.
ARTICLE VIII. COMMITTEES
The corporation shall have six (6) standing committees: (I) EXECUTIVE COMMITTEE, consisting as above set forth; (2) EDUCATION COMMITTEE, consisting of not less than five (5) persons to be appointed by the President; (3) LEGISLATIVE COMMITTEE, consisting of not less than five (5) persons to be appointed by the President; (4) LIAISON AND PUBLIC RELATIONS COMMITTEE, consisting of not less than five (5) persons, to be appointed by the President; (5) BY-LAWS COMMITTEE, consisting of not less than five (5) persons to be appointed by the President, and (6) VOTING EQUIPMENT COMMITTEE, consisting of not less than five (5) persons, to be appointed by the President.
a. The Executive Committee shall have supervision, control, and direction of the affairs of the corporation, shall execute the policies, and decisions of the active membership, shall actively prosecute the corporation's objectives and shall have discretion of the disbursement of funds. It may adopt such rules for the conduct of its business as shall be deemed advisable, and may, in the execution of powers granted, appoint sub-committees or agents to work on specific problems or reports. The Executive Committee shall have a regular meeting at the time and place of the annual meeting, and shall report to the membership on its activities. It shall meet on the call of the President or Secretary. It shall also meet on demand of at least twenty-five per cent (25%) of the members of the corporation.
b. The Educational Committee shall have the primary responsibility of providing educational programs to the general membership of the Association and to the general public.
c. The Legislative Committee shall be primarily responsible for providing information to the State Legislature for the passage of election laws in the furtherance offair and efficient elections.
d. The Liaison and Public Relations Committee shall be in charge of maintaining contact with the State Board of Elections and the State Director of Elections and conveying news of the Association to the news media.
e. The By-Laws Committee shall have the prime responsibility of proposing and drafting such changes in the By-Laws as may be needed or advisable from time to time.
f. The Voting Equipment Committee shall be charged with the examination of such voting equipment as may be or become available and make recommendations to the Association membership and the general public as may seem appropriate.
ARTICLE IX. MAIL VOTE
When, in the judgment of the Executive Committee, any questions shall arise that should be put to the vote of the active membership, and when it deems it inexpedient to call a special meeting for that purpose, it may, unless otherwise required by these By-Laws, submit the matter to the membership in writing by mail for vote and decision, and the question thus presented shall be determined according to a majority of the votes received within three (3) weeks after such submission to the membership, provided that, in each case, votes of at least fifty-five percent (55%) of these members in good standing shall be received. Action taken in this manner shall be as effective as action taken at a du1y called meeting.
ARTICLE X. EX OFFICIO MEMBERS
In addition to the offices as provided, the Chairman and the Director of the North Carolina State Board of Elections shall be non-voting ex officio members of the corporation without the requirement of paying dues. These officers shall be authorized and are encouraged to participate in the general sessions and at Executive Committee meetings in advisory capacities.
ARTICLE XI. AMENDMENTS TO BY-LAWS
These By-Laws may be amended or altered in whole or in part by a vote of two thirds of those present at a duly constituted meeting of the membership, after first giving not less than ten (10) days advanced written notice of the proposed change.
Such notice shall be effectively given upon deposit with the United State Postal Service, postage prepaid, properly addressed to the County Boards of Elections of the respective membership.
ARTICLE XII. FUNDS
This corporation is not designed nor intended to be a profit-making corporation, nor is it founded with the expectation of making a profit. The corporation shall use its funds for the objects and purpose specified in these By-Laws and the corporate charter and for no other purposes. No part of the earnings nor any of the corporate assets shall enure to the benefit of any officer, director, or member ofthe corporation. Persons entrusted with the handling of the corporation funds may be required, at the discretion of the Executive Committee, to furnish, at corporate expense, a suitable fidelity bond.
ARTICLE XIII. INSIGNIA
The Executive Committee may adopt insignia, colors, badges and flags for the corporation as it deems desirable.
ARTICLE XIV. DISSOLUTION
The corporation may be dissolved by the vote of two-thirds (2/3) of the majority of its active members.
In the event of dissolution, the residuary assets of the organization shall be turned over to one or more organizations which themselves are exempt as organizations described in Section 501 (c)(4) or Section 501 ( c)(3) and Section 170 (c) (2) of the Internal Revenue Code of 1986, or the corresponding provisions of any prior or future United State Internal Revenue law, of the Federal, State or local government for exclusive public purposes. Determination within these rules with respect to distribution of the residuary assets of the organization shall be determined by a vote of the membership under the Rules stated in Article V (b) or Article XI of these By-Laws. In the event the membership fails to exercise its right to determine by a vote as herein specified, the Executive Committee may determine such distribution under the rules as hereinabove specified.
The foregoing By-Laws were adopted as the By-Laws of the Election Boards Association of North Carolina, Inc. on the 29th day of August 1991 with Kirk Hubbard as Secretary. Subsequent amendents have been incorporated.
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