By-Laws

PURPOSE 

The North Carolina Vegetation Management Association (hereinafter referred to as The Association)
was organized to unite those interested in the management of vegetation in the State of North Carolina. 
Our desire is to be a resource of vegetation management education for public and private interests, by
providing the latest information on research, education, regulation, contracting, manufacturing, and
merchandising of vegetation management techniques.

The purposes of The Association are: 

1.         To encourage the proper use of vegetation management techniques, and to aid in the progression
of mutual understanding and respond to persons interested and/or engaged in vegetation management
in the state of North Carolina. 

2.         To exchange ideas, opinions, experiences, and information concerning vegetation management and
related disciplines. 

3.         To foster more and better coordinated efforts among those interested and engaged in vegetation
management in the state of North Carolina. 

4.         To promote ecological soundness through the correct and proper utilization of vegetation management
technology and associated techniques.  

Article I - NAME 

A.        The name of this organization shall be the North Carolina Vegetation Management  Association (NCVMA).  

Article II - POWERS  

A.         The powers that this association may exercise shall be those set forth in the Constitution and
Bylaws of The Association, and those which are conferred by law.

Article III - TAX EXEMPTION STATUS  

A.        The Association shall neither have nor exercise any power nor shall it engage directly or indirectly
in any activity that would invalidate this status as an association which is exempt from federal income taxation,
as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, or the corresponding
provisions of any future United States Internal Revenue law.

Article IV- DISSOLUTION 

A.        Upon dissolution of The Association, its directors shall, after paying or making provisions for payment
of all liabilities of The Association, distribute the residual assets of the organization over to one or more organizations
which themselves are exempt as organizations described in Sections 501(c)(6) and 170(c)(2) of the Code or
corresponding sections of any future Federal internal revenue laws, or to the Federal, State, or Local Government
for exclusively public purposes. 

Article V - DISTRIBUTION OR EARNINGS 

A.        No part of the earnings of The Association shall contribute to the benefit or be distributable to its members,
directors, officers, or other private persons.  The Association shall be authorized and empowered to pay reasonable
compensation for services rendered, including fees for speakers when necessary. 

Article VI - MEMBERSHIP 

A.        All memberships come under the discretion of the Board of Directors.  Categories of membership are set by
the Board, and can be adjusted at the Board's discretion.  Memberships are based on the calendar year. 
Membership will consist of the following categories: 

1.          Sustaining - Corporations, institutions, and other organizations that wish to augment the advancement
of The Association.  Sustaining Member dues are $600 per year, and include a display area at the annual meeting,
one individual voting membership, and one annual conference registration.  Other associates and/or employees of
the sustaining member can have individual voting memberships. Sustaining members will also receive a direct link
to their company's web site.

2.         Supporting - Corporations, institutions, and other organizations that wish to augment the advancement of
The Association.  Supporting Member dues are $300 per year, and include a display area at the annual meeting
and one individual voting membership.  Other associates and/or employees of the Supporting Member can have
individual voting memberships. 

3.          Individual Voting - Any person that is interested in the advancement of The Association.  Members in this
category are eligible to vote on all Association ballots, serve on the Board of Directors, and serve on
Standing Committees.  Individual voting member dues are $30 per year.

4.         Student - Individuals enrolled in a university/college curriculum that could lead to a career in the area of
vegetation management.  Dues are $5 per year.  Student Members are not eligible to vote, hold positions
on the Board of Directors or serve on committees of The Association.  Student Members may serve in an
advisory capacity to the Board and committees of The Association. 

            5.         Charter - A Charter Member is defined as any individual, corporation, institution, or organization who has
paid the appropriate dues as of the last business day of 1996.  After December 31, 1996 Charter members
will be considered Individual Voting members for purpose of collecting dues.

Article VII - DIRECTORS AND OFFICERS 

A.        The business of The Association shall be managed, conducted, and controlled by a Board of Directors,
which shall be elected from the voting membership.  The Board shall consist of at least 12 directors, who are
all members in good standing with The Association. 

B.         To the extent possible, The Directors shall be representatives from the following categories: 

            1.         Electric, Gas, Communication Utilities (two members)
            2.         North Carolina Department of Transportation (two members)
            3.         Municipalities (one member)
            4.         Manufacturers/Distributors (two members)
            5.         University (one member)
            6.         Contractors (one member)
            7.         At Large (three members)

 C.        Election of Directors - Each year, members shall be elected at the annual meeting to replace those
6 Board Members whose terms have expired.  Board Members shall serve a two (2) year term, or until their
successor is chosen.  Terms begin and end at the conclusion of the annual business meeting.  The Secretary
shall retain the ballots for 1 year.

 D.        Officers - Immediately following board elections, the Board will elect a President Elect   (Vice-President)
from among the remaining members. 

            Should the individual selected as President Elect (V-P) be a Board member who has already served
one year of his 2 year term then he shall become President following the completion of his 2 year term
thus making for a 13 member board.  This individual shall retain voting privileges throughout his term as President. 

            A secretary, treasurer, or a secretary-treasurer may or may not be elected from the Board.  Non-Board
members elected to this position do not have authority to vote as a Board member. 

E.        Officers will assume responsibility at the close of the annual meeting each year, and hold office for one year,
or until a successor is duly elected. 

F.         Compensation - Officers and directors shall serve without compensation in performing their regular
duties as officers of this association except as directed in the Constitution and Bylaws of The Association.

G.        Board members may vote by proxy, in situations where they are unable to attend a scheduled Board meeting.

Article VIII - DUTIES OF DIRECTORS 

A.        The Board of Directors shall manage and direct the affairs of The Association.  This will include: 

            1.         Supervise and control all actions of any committees of The Association.
            2.         Fill vacancies in positions of directors and officers between annual meetings.
            3.         To prescribe the duties of the directors, officers, and committees of the Association not otherwise
prescribed in the Constitution and Bylaws of The Association.
            4.         To provide rules and regulations for the conduct of the affairs of The Association that are consistent
with the  Constitution and Bylaws of The Association

  5.           To accept and/ or reject applications for all categories of membership.
  6.           The Board of Directors shall have full power in all matters demanding action between meetings. 
A report is required to the membership at the next annual meeting for any such actions. 

7.          The Board of Directors/Officers will meet a minimum of twice annually, with one meeting being at
the annual meeting.  Additional meetings are at the discretion of the Directors and Officers.
8.          Seven members of the Board of Directors shall constitute a quorum at any meeting, thus empowering
the group to transact all business.
9.         The Directors shall cause The Association to make and file with the state and  federal authorities all
reports and returns as are now or hereafter required by law.
10.       At least once a year, the Directors shall insure that an internal auditing committee examines the
financial records of The Association and reports these findings to the Directors.
11.       Other than the Treasurer, at least one Board Member shall be listed on The Association’s banking
records and have full access to these accounts.

Article IX - DUTIES OF OFFICERS 

I.          Officers of The Association shall be President, President-Elect, Secretary and/or Treasurer. 

            A.        President - The President shall preside at all membership and Board meetings; along with
Board consultation, appoint all committee chairs (except Nominating Committee); is an ex-officio member of all
Association committees (except Nominating Committee); shall prepare an annual report of Association activities
for the annual membership (in cooperation with other officers).  The President is ultimately responsible for directing
and managing all business of The Association for the specific term of office.  The president is required to serve on
the board in an advisory capacity (non-voting for one year after term has ended). 

            B.         President Elect (Vice President) - The President Elect shall assist the president in any and all
matters of Association business.  In the absence of the President, the President Elect shall have all powers and
discharge all duties of the president.  The President Elect shall serve as the annual conference program chairperson. 

            C.        Secretary - The Secretary shall keep all minutes of Association meetings, conduct all official
correspondence including distribution of minutes to Directors, issue notices of all meetings, be responsible for
all membership records, and perform other duties that are consistent with such an office.  The Secretary is
appointed by the Board of Directors, and may or may not be a member of the Board of Directors.  If appointee is
not a member of the Board, the appointee has no voting rights on the Board.  

            D.        Treasurer - The treasurer is custodian of all Association dues and funds, and is responsible for
their accounting and disposition; shall prepare an annual financial report for the annual meetings; shall prepare
a financial report for all board meetings; is responsible for all reports required by law.  The Treasurer is appointed
by the Board of Directors, and may or may not be a member of the Board of Directors.  If appointee is not a
member of the Board, the appointee has no voting rights on the Board. 

II.         Terms of Office - Officers will serve for one year, or until their successor is chosen.  Terms begin and
end at the conclusion of the annual business meeting.

 Article X - COMMITTEES OF THE ASSOCIATION

 I.          The Association recognizes the following as Standing Committees:

            1.         Annual Program Committee
            2.         Audit Committee
            3.         Membership Committee
            4.         Nominating Committee
            5.         Legislative Committee
            6.         Scholarship Endowment Committee

 A.        Annual Program Committee - This committee will be chaired by the President Elect, who has
the discretion of appointing a co-chair.  This committee is responsible for the technical and social programs
at the annual meetings, including local arrangements, technical program content, speakers, setting
registration fees, spouse's program, and other activities associated with the annual meeting. 
Sub-committees could include (but are not limited to) local arrangements, finance, recreation, spouses,
and technical programs.

            B.         Audit Committee -  Members will include the current president and the advisor (immediate
past president.) The Treasurer is to serve in an advisory  capacity (non-voting).  Their purposes are to perform
an internal audit of all financial records of The Association, and to make a report to the membership at the
annual business meetings.

            C.        Membership Committee - The committee shall consist of three members in good standing as
appointed by the Board of Directors.  The principal responsibility is to promote membership in The Association,
 including Sustaining and Supporting Memberships.

            D.        Nominating Committee - The Immediate Past President is chair of this committee. This individual
will appoint two other members of The Association to serve on this committee.  The principal responsibility of this
committee is to secure commitments from members in good standing to fill impending vacancies in officers and
Board members.

            E.         Legislative Committee - This committee is responsible for acquiring and disseminating information
related to North Carolina legislative issues concerning vegetation management.

2.  The Board of Directors may appoint other Ad hoc committees as needed.

 Article XI - MEETINGS

 A.        Rules of Order - Meetings of The Association and Board of Directors shall be conducted according to
Robert's Rules of Order, Revised, when not inconsistent with the Constitution and Bylaws of The Association.

 B.         Annual Meetings - The Association will hold an annual meeting in December for all members and prospective
members.  The annual meeting will include a technical program and a business meeting.  Other meetings may be held
as deemed necessary.  Written notice must be provided to the membership at least two weeks prior to any official
Association meeting.

            1.         Order of Business at Annual Association Meeting - the order of business at Association meeting(s)
shall be as follows:
                        a.         Determine that a quorum is present (10% of active members, or 20 active members,
whichever is greater).
                        b.         Reading minutes the previous meeting.
                        c.         Reports of Officers and Committees
                        d.         Special Business
                        e.         General Business
                        f.          Election of Directors (if necessary)
                        g.         Installation of Officers (if necessary)
                        h.         Adjournment

2.         The order of business may be modified and changed by proper motion and majority vote of
membership.

Article XII - AMENDMENTS

These Constitution and Bylaws of The Association may be amended by 2/3 vote of the active members present
at the annual meeting or any other general membership meeting/vote approved by the Board, provided the notice
of the proposed amendment has been given in writing to the Secretary and transmitted to active members thirty
(30) days before the meeting.

Article XIII - MISCELLANEOUS PROVISIONS

A.         The Association is a non-profit organization and shall be financed by membership dues, fees, donations,
and other means as authorized by the Board of Directors.  

B.         Expenditures - Expenditures necessary for conducting the business of The Association exceeding
$1000 must be authorized by the Board of Directors. 

C.         Fiscal Year - The fiscal year shall be from January 1 to December 31. 

D.        The "Past Presidents' Award" was established on December 1, 2005, to recognize members of NCVMA
who have performed service to the Association that is above and beyond the call of duty.  It is not
intended for this award to be presented annually or on any regular basis.  Once a member has demonstrated
exemplary service to NCVMA and its members, the current President shall contact the Association's
Past Presidents who shall in turn vote to bestow the award.  A clear majority of the Past Presidents shall
be in agreement before the award can be presented.

The "Past Presidents' Award" shall be presented during the Association's regular business meeting at
the annual conference or at a time otherwise designated by the current President.

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End of NCVMA Constitution and By-laws