Bylaws

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The Electronic Association of Parliamentarians
a constituent division of the
NATIONAL ASSOCIATION OF PARLIAMENTARIANS®

BYLAWS

ARTICLE I: NAME

The name of this association is the Electronic Association of Parliamentarians (EAP), a division of the National Association of Parliamentarians (NAP).

ARTICLE II: OBJECT

Section 1. General Object. EAP is organized exclusively for educational purposes of studying, teaching, promoting and disseminating the philosophy and principles underlying the rules of deliberative assemblies, and carrying out such other activities as may be necessary or useful in the furtherance of these purposes in accordance with Section 501(c)(3) of the Internal Revenue Code, or a corresponding section of any future tax code.

Section 2. Specific Object. The specific object of EAP is to promote the object and educational programs of NAP, and to be the NAP association for electronic units of NAP that do not choose to affiliate with a geographically based association.

ARTICLE III: MEMBERS

Section 1. Classification. EAP has the following classes of members:
A. Primary. Primary members of EAP are NAP members who designate EAP as their association of primary membership at the time the member’s NAP dues are paid, or at any subsequent time when the member notifies NAP of a change in primary membership.
B. Affiliate. Affiliate members of EAP are NAP members who are primary members of another association but who also maintain membership in EAP.

Section 2. Eligibility. Any member of NAP is eligible for membership in EAP
A. Unit Members.
1. A primary member of a unit affiliated with EAP must be a primary member of EAP.
2. An affiliate member of a unit affiliated with EAP, who is not a primary member of another unit affiliated with EAP, must be an affiliate member of EAP.
B. Members-at-Large. EAP members-at-large are EAP members who are not members of a unit affiliated with EAP.

ARTICLE IV: DUES AND FINANCES

Section 1. Dues.
A. Dues Amounts. Annual dues are set forth in the EAP standing rules.
B. Student Dues Reduction. A member who meets the NAP criteria for student dues reduction will pay one-half of the otherwise applicable EAP dues.
C. Dues Payment. Primary members must pay EAP dues to NAP Headquarters with their NAP dues. Affiliate members must pay EAP dues to the EAP treasurer. All payments must be paid in United States dollars.
D. Dues Payment Dates. EAP dues are due and payable by January 1. Membership will be delinquent if dues are not paid by February 1 and forfeited if dues are not paid by March 1.
E. Proration of Dues. Dues, if any, for new members will be prorated for the reminder of the calendar year, with those joining during the last three months of the year paying for the remainder of the current year and the following year.

Section 2. Budget. An annual budget for the next fiscal year will be adopted by the board of directors at its last regular meeting prior to the end of each fiscal year.

Section 3. Fiscal Year. The EAP fiscal year is December 1 through November 30.

Section 4. No Personal Inurement. No part of the net earnings of EAP may inure to the benefit of, or be distributable to EAP members or other private persons, except that EAP is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II.

ARTICLE V: OFFICERS

Section 1. Officers. The officers of EAP are a president, a vice-president, a secretary, and a treasurer. All officers must be members of EAP, and the treasurer must be a resident of the United States.

Section 2. Term of Office. Officers will assume their duties at the close of the meeting at which they are elected, and will serve for a term of two years or until their successors are elected. No officer may serve more than two consecutive terms in the same office.

Section 3. Vacancy in Office.
A. Office of President. If a vacancy occurs in the office of president, the vice president will succeed to the office and serve for the remainder of the term.
B. Other Offices. If a vacancy occurs in any office except president, the board of directors will appoint a member to serve until the next annual meeting. If the next annual meeting occurs in an even-numbered year, the assembly will elect a member to serve for the remainder of the term.

Section 4. Duties. Officers will perform the duties prescribed for their offices in these bylaws, the special rules of order, the adopted parliamentary authority, and the standing rules, or as directed by a membership meeting or the board of directors.

Section 5. Nominations.
A. Nominating Committee. A nominating committee of three members will be elected at the annual meeting in the even-numbered year. Nominations for the committee will be from the floor. If there are more than three nominees, election will be by ballot. The committee will select its own chairman.
B. The nominating committee will present its report to the secretary for inclusion in the notice of the annual meeting, at least sixty days prior to the annual meeting in the odd-numbered year. The report is to include at least one candidate for each office, provided consent has been obtained from each candidate.

Section 6. Elections.
A. The officers will be elected at the annual meeting in the odd-numbered year.
B. Following the report of the nominating committee, additional nominations may be made from the floor, provided consent has been obtained from the nominee.
C. Elections will be by ballot except that when there is only one nominee for an office, the chair will declare the nominee elected by acclamation.

ARTICLE VI: MEETINGS

Section 1. Annual. The annual meeting of EAP, for electing officers, receiving reports of officers and committees, and for any other business that may arise will be held in the months of March or April at a time and with a technology determined by the board of directors. Notice will be provided by email to all members and by posting on EAP’s web site at least thirty days before the meeting.

Section 2. Special. Special meetings may be called by the president or a majority of the board of directors and must be called upon the written request of thirty percent of the EAP members. The purpose of the meeting must be stated in the call to the meeting, which must be provided by email to all member at least ten days before the meeting.

Section 3. Quorum. A majority of the members registered for the meeting will constitute a quorum.

ARTICLE VII: BOARD OF DIRECTORS

Section 1. Composition. The board of directors is composed of the officers. The parliamentarian will serve as an adviser to the board of directors.

Section 2. Duties. The board of directors will transact the business of EAP between annual meetings and perform such duties as are set forth in these bylaws, the special rules of order, and the standing rules. Except as specifically authorized in these bylaws or by the assembly at a EAP membership meeting, no action of the board of directors may be contrary to or modify any action taken at a EAP membership meeting.

Section 3. Meetings.
A. Regular meetings of the board of directors will be held at least quarterly.
B. Special meetings may be called by the president and must be called upon the written request of two members of the board of directors. The purpose of the meeting must be stated in the call and at least five days’ notice, by email to all board members, must be given.

ARTICLE VIII: COMMITTEES

Section 1. Standing Committees. The standing committees are a bylaws and rules committee, an education committee, and a membership committee.

Section 2. Composition. Except as otherwise provided in these bylaws, chairmen and members of all standing committees will be nominated by the president and confirmed by the board of directors.

Section 3. Duties. The standing committees will perform the duties specified in the standing rules and such other duties as may be delegated by the assembly at the annual meeting.

Section 3. Special Committees. Such special committees may be created as EAP or the board of directors deem necessary to carry on the work of EAP. The chairmen and members of such special committees will be nominated by the president and confirmed by the board of directors, except that in the absence of the president, EAP or the board of directors, as applicable, may appoint the chairman and members, who will be treated as though appointed by the president.

Section 5. Ex-officio Membership. The president is an ex-officio member of all committees except the nominating committee.

ARTICLE IX: REPRESENTATION AT NAP CONVENTIONS

Section 1. Number and Qualification of Delegates. The number of delegates to which EAP is entitled at the NAP convention, and the qualifications to serve, will be as specified in the NAP bylaws.

Section 2. Delegate Selection.
A. President and Vice President. The president and vice president will serve automatically as delegates, except that if either of them will not be attending the convention or will be serving in another delegate position, the position will be filled as specified in Subsection B of this section.
B. Other Delegates. Except as provided in Subsection A of this section, delegates and alternates will be elected by the board of directors.

Section 3. Vacancies. The president will fill any vacancies by appointment, except if the president will not be attending the convention, he or she will designate another EAP member who will be authorized to fill any vacancies occurring at the convention.

ARTICLE X: ELECTRONIC MEETINGS AND COMMUNICATIONS

Section 1. Meetings. The EAP membership, board of directors, and all committees and subcommittees are authorized to meet by electronic communications media, including internet chat room, so long as all members can participate simultaneously in the meeting.

Section 2. Communication. Unless members indicate otherwise to the EAP secretary, all communication required in these bylaws, including meeting notices, may be sent electronically.

ARTICLE XI: DISSOLUTION

Section 1. Distribution of Assets. Upon the dissolution of EAP, assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or will be distributed to the federal government, or to a state or local government, for a public purpose. If at the time of dissolution NAP meets the criteria under Section 1, the assets will be liquidated and distributed to NAP.

Section 2. EAP Charter. Upon dissolution, the EAP charter will be returned to NAP Headquarters.

ARTICLE XII: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised will govern the proceedings of EAP in all cases to which they are applicable and in which they are not inconsistent with the bylaws of NAP, these bylaws, any special rules of order EAP may adopt.

ARTICLE XIII: AMENDMENT

Section 1. Submission of Proposed Amendments.
A. Who May Propose. Amendments to these bylaws may be proposed by the bylaws and rules committee, the board of directors, a standing committee, an EAP unit, or any two EAP members.
B. Submission Deadline. Other than amendments originated by the bylaws and rules committee, amendments to be considered at the annual meeting must be submitted to the bylaws and rules committee at least sixty days before the meeting at which they are to be considered.

Section 2. Adoption.
A. With Previous Notice. If notice has been provided to all members with notice of the meeting at which they are to be considered, bylaws amendments may be adopted by a two-thirds vote.
B. Without Previous Notice. If notice has not been provided as specified in Subsection A of this section, bylaws amendments may be proposed by any two members at an annual meeting and may be adopted by a nine-tenths vote.

Section 3. Amendments Required by NAP. Any amendment to these bylaws, the special rules of order, or the standing rules required by amendments to the NAP bylaws or standing rules may be adopted by the board of directors, by majority vote, within sixty days after the adoption of such amendments by NAP, and will be reported to the EAP membership in the same manner as required for notice of proposed amendments.

Section 4. Revisions. Revision of these bylaws may be considered only at an annual meeting, and only if authorized by the previous annual meeting. Authorization of a bylaws revision will automatically include consideration of a revision to the other EAP governing documents. The proposed revisions will be provided to the membership with notice of the annual meeting. If a revision is authorized, no other amendments will be considered to the existing bylaws unless the proposed revision is not adopted.

Provisos:

  1. The following members will serve as the EAP pro tem officers until the election of permanent officers at the special meeting to be called in accordance with Proviso 3:
    1. President: Weldon Merritt
    2. Secretary: Evan Lemoine
  2. The provision for payment of EAP dues will be effective with the membership year beginning January 1, 2018.
  3. Upon EAP’s chartering by NAP, the president pro tem will call a special meeting of the EAP membership, to be held within sixty days after EAP’s chartering, for the purposes of electing permanent officers to serve until the end of the 2019 EAP Annual Meeting.
  4. Nominations for the officers to be elected at the special meeting referred to in Proviso 3 will be from the floor.