Bylaws of North Carolina Biodiesel Association

First adopted on January 8, 2008 at the organizational meeting of the Corporation held at Central Carolina Community College, Pittsboro, NC.

The Corporation
1. Authority. North Carolina Biodiesel Association, (the “Corporation”) is a nonstock corporation organized under the laws of the State of North Carolina. The Corporation shall have all the authority necessary to achieve its purposes and, to the extent consistent with the Articles of Incorporation, shall be permitted to do all things that can be done by a not-for-profit corporation organized under the laws of the State of North Carolina and consistent with Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
2. Principal Offices. The principal office of the Corporation is located in Buncombe County, North Carolina, at an address to be designated by the Board of Directors. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.
3. Purposes. The Corporation is organized and shall be operated exclusively for the purposes set forth in the Articles of Incorporation and such activities shall be within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended. The Corporation shall not be organized for profit and no part of the net earnings of the Corporation shall inure to the benefit of any member or individual.
Duration The duration of the Corporation shall be perpetual.
Membership
1. Classes of Members. The Corporation shall have two classes of members, “Voting” and “Associate.” Prospective members in either class shall become a member by submitting a membership application, paying the annual dues and meeting the criteria for membership status as established by the Board of Directors. The Board of Directors shall define requirements for all membership types and may create additional classes of members.
2. Applications for Membership. Applications for membership shall be submitted to the Secretary of the Corporation on a Membership Application Form which has been approved by the Board of Directors for each of the aforementioned membership classifications and any of which may from time to time be revised upon action of the Board of Directors. Each application shall be accompanied with the payment of an amount equal to the full or prorated annual dues, as defined in Section 3.3, for the membership classification named on the application. Upon compliance with the above provisions, the Board of Directors (or a committee of the Board consisting of at least three Directors) shall approve or disapprove of an applicant’s request to become a Member.
3. Dues. Each member of the Corporation shall submit an application and pay dues annually in amounts as determined by the Board of Directors. The annual dues of the members of the Corporation shall be in such an amount as the Board of Directors may from time to time determine. Annual membership dues shall be due and payable by January 1 of each year. Initial dues will be pro-rated to correspond with the quarter within which the application is received. For example, applications received from January through March require 100% dues; April through June, 75%; July through September, 50%; and October through December, 25%.
4. Withdrawal. A member of the Corporation may withdraw at any time by either declining to pay their dues within ten (10) days of the date specified in Section 2.1(b) or filing a written resignation with the Secretary. For purposes of quorum requirements, all members who have paid their dues as of the annual meeting and have not filed a written resignation will have their votes counted towards quorum for the year in which the dues were paid.
5. Suspension or Termination. The membership in the Corporation of any member may be suspended or terminated for nonpayment of dues, or for any activity or behavior which the Board of Directors (by resolution of the Board of Directors) in its discretion may deem contrary to the best interests of the Corporation. Upon the adoption of such resolution, all the rights and obligations of such member with respect to the Corporation, except such obligations as shall have accrued prior to such suspension or termination, shall terminate. In cases of suspension, the rights and obligations of the suspended member in respect to the Corporation shall automatically revert in such member at the expiration of the period of suspension specified in the suspension resolution.
6. Transfer of Membership. Membership in the Corporation is not transferable or assignable.
7. Rights of Members. Each Voting member of the Corporation shall have the right to cast one vote on all actions for which Voting members have the right to vote. No Voting member may have more than one vote on the Board of Directors. The right of a Voting member to vote and all his or her rights, title and interest in and to the Corporation shall cease on the termination of his or her membership. No member shall be entitled to share in the distribution of the Corporation assets upon the dissolution of the Corporation.
Meetings, Notices, Quorum, Voting
1. Annual Meetings. The Corporation shall hold an annual meeting for the purpose of meeting the newly elected Board of Directors and transacting such other business as may properly come before the meeting.
2. Special Meetings. Special meetings of the members may be called at any time for a specified business purpose by the President or 1/3 of the Board of Directors or by the written request of 10 Voting members of the Corporation.
3. Place of Meetings. The Board of Directors may designate any place within the State of North Carolina as the place of meeting for any annual meeting or for any special meeting.
4. Notice of Meetings. Notice of the annual or any special meeting of members, stating the purpose or purposes of the meeting, the time, date and place where it is to be held, shall be sent by any means which reach the entire membership not less than seven days nor more than sixty days before the meeting.
5. Quorum for Membership Meetings. At any meeting of the members of the Corporation, exclusive of meetings of the Board of Directors, the presence in person of thirty-three (33%) of the Voting members shall be necessary to constitute a quorum for all purposes except as otherwise provided in these Bylaws, and the act of the majority as defined in Section 11.10 of the members present at any meeting at which there is a quorum shall be the act of the full membership.
6. Procedure at Meetings. The President, and in his or her absence, any person chosen by the members present shall call the meeting of the members to order and shall act as chairperson of the meeting, and the Secretary of the Corporation shall act as Secretary of all meetings of the members, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as Secretary of the meeting.
Board of Directors
1. Election. The business and property of the Corporation shall be managed and controlled by the Board of Directors. The Board of Directors shall be elected by the members to hold office until the expiration of their term of office or until the election and qualification of their respective successors. The Directors shall be elected as their term expires and shall be chosen by ballot by a majority of the votes as defined in Section 11.10 of the members.
2. Number. The number of directors of the Corporation shall consist of no less than five (5) and no more than twelve (12) individuals, each of whom shall be a Voting member in good standing of the Corporation.
3. Consecutive Terms of Directors. A Director may serve up to six (6) consecutive years on the Board and then must take a minimum two (2) year absence. The initial terms of two of the Directors shall be for one (1) year in order to establish staggered terms.
4. Duties, Powers and Committees. The Board of Directors shall be responsible for the control and management of the affairs, property and interest of the Corporation, for keeping the organization informed of all activities of the Corporation, and for planning and supporting programs and activities consistent with the Corporation’s purposes. The Board of Directors may create and appoint committees to assist the Directors in the conduct of the Corporation’ affairs.
5. Annual Meetings. The annual meeting of the Board of Directors for each year shall be held following the annual meeting of the members.
6. Quorum. One-third of the Board of Directors shall constitute a quorum for the transaction of business, and all actions of the Board of Directors shall be determined by consensus, or if a consensus cannot be achieved, by a majority vote as defined in Section 11.10. This quorum shall be sufficient except as provided in Sections 6.9, 8.1 and 8.2.
7. Vacancies. Any vacancy in the Board of Directors may be filled for the unexpired portion of the term by a majority vote as defined in Section 11.10 of the remaining directors, at any meeting of the Board of Directors.
8. Removal of Directors. Any director may be removed from office by the affirmative vote of a majority as defined in Section 11.10 of the full membership registered in person, at any annual or special meeting, with or without cause. Any such director proposed to be removed shall be entitled to at least ten (10) days notice, with confirmation of receipt, of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
9. Chair. At all meetings of the Board of Directors, the President or Vice-President, or in their absence, a chair chosen by the directors present shall preside.
10. Conflict of Interest. It is recognized that occasions may arise when a member of the Board of Directors or an Officer of the Corporation has a financial interest in a contract or transaction upon which action is to be taken or withheld by such Board of Directors or a committee thereof. It is the policy of the Corporation and of its Board of Directors that:
  1. Any material facts as to such financial interest shall be disclosed by such member or officer to the members of such Board of Directors or committee. Such disclosure shall be recorded in an annual conflict of interest statement signed by such member and officer or, if not previously disclosed in such statement, when the matter at interest comes up for action by such Board of Directors or committee.
  2. The member or officer having such financial interest on any matter shall not vote or use any personal influence in regard to that matter (except that the member may state a position on the matter and respond to questions about it); however, such member or officer may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting shall reflect that the disclosure was made and the abstention from voting.
  3. The Board of Directors or committee may authorize any contract or transaction between the Corporation and any such member or officer, or between the Corporation and any Corporation, association, or other organization in which such member or officer is a Director or officer or has a financial interest, unless such contract or transaction would be in violation of applicable law.
11. Section 5.11: Compensation. Directors shall not receive any salary for their services as Board members.
Officers
1. Officers. The officers of the Corporation shall consist of a President, Vice-President, Secretary, and a Treasurer. Any two or more offices may be held by the same person, except for the offices of President and Secretary.
2. Election. The initial officers of the Corporation shall be elected by a majority vote as defined in Section 11.10 of the Board contemporaneously with the adoption of these Bylaws or as soon thereafter as practicable and shall be those persons announced as officers at the initial meeting of the Corporation. Successor officers shall be elected from within the ranks of the Board by a majority vote as defined in Section 11.10 of the Board at the annual meeting of the Board of the Corporation.
3. Term of Office. Officers shall hold office for a term of two (2) years, or until their successors shall be elected and qualified. Any officer may serve consecutive terms in the same office. The initial terms of the Vice President and Secretary shall be for one (1) year in order to establish staggered terms.
4. Vacancies. A vacancy in any office not otherwise provided for shall be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting of the Board.
5. President. The President shall be the chief executive officer of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation in its general operation, and shall do and perform such other duties as may be assigned to him or her by the Board of Directors, and shall be an ex-officio member of all committees.
6. Vice President. During the absence or disability of the President, the Vice-President shall exercise all the functions of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. If the office of the President should become vacant, the Vice-President shall assume such office for the un-expired term. The Vice-President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
7. Secretary. The Secretary shall keep or cause to be kept a record of all the proceedings of the meetings of members and of the Board of Directors and of the Executive Committee, cause all notices to be duly given in accordance with the provisions of the Bylaws and of the Executive committee and in general, perform all duties incident to the office of the Secretary.
8. Treasurer. The Treasurer shall have charge of and supervision over and be responsible for the funds, securities, receipts and disbursements of the Corporation, keep, or cause to be kept, all the books of account of all the business and transactions of the Corporation, render to the President, or the Board of Directors, and to the members, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Treasurer, render a full financial report, based on the books and accounts audited at least every two years by a certified or other public Corporation accountant, or an auditing committee, at the annual meeting of the Board of Directors, and in general, perform all duties incident to the office of the Treasurer.
9. Removal of Officers. Any officer may be removed from office by the affirmative vote of two-thirds of the Board of Directors, at regular or special meeting called for that purpose, with or without cause. Any such officer proposed to be removed shall be entitled to at least ten days notice in writing by mail of the proposed removal and of the meeting time and place at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.
Committees and Positions. From time to time the Board of Directors is empowered to establish such committees and positions as it shall deem appropriate for the conduct of the business of the Corporation. The Board may appoint from the membership of the Corporation, including from the Board of Directors, persons to serve in such positions or on such committees, or as the chairpersons of such committees. All Committees shall be composed at least one Board member and two other persons, including one individual who is not a member of the Board of Directors.
Amendments.
1. By Board of Directors. Except as provided in Section 8.2 of the Bylaws, the Board of Directors shall have the power to amend or alter the Bylaws by an affirmative vote of two-thirds of the Board of Directors, at any regular or special meeting called for that purpose. Any member of the Corporation shall be entitled to at least ten (10) days notice in writing by mail of the proposed amendment and of the meeting time and place at which such amendment is to be voted upon, and shall be entitled to appear before and be heard at such meeting. Bylaw changes must be approved by a two-thirds vote of all members in attendance at the annual meeting of the Corporation.
2. By Members. Bylaws may be amended by the affirmative vote of two-thirds of the voting members in good standing of the Corporation at a special meeting called for that purpose upon not less than fourteen (14) days prior notice.
Indemnificatino and Insurance
1. Scope of Indemnification. The Corporation shall indemnify such persons as it may indemnify pursuant to the applicable provisions of the North Carolina Nonprofit Corporation Act. The Corporation shall also indemnify any representative against expenses actually and reasonably incurred by such representative in the successful defense in any suit, to the extent required by the Act.
2. Insurance. The Board of Directors may authorize, by a vote of a majority as defined in Section 11.10 of the whole Board of Directors, the Corporation to purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation, or is or was serving at the request of the Corporation as a representative of another Corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability pursuant to the provisions of the Act.
Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the corporation in accordance with the provisions of the North Carolina Nonprofit Corporation Act, exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized for substantially the same purpose as this Corporation, as the Board of Directors shall determine.
Miscellaneous.
1. Bank Account. The funds of the Corporation shall be deposited or kept with a bank or trust company selected by the Board of Directors. Such funds shall be disbursed upon the order or orders of such officers as may be prescribed by the Board of Directors.
2. Fiscal Year. The fiscal year of the Corporation shall be the calendar year, however the fiscal year of the Corporation may be changed and fixed by resolution of the Board of Directors.
3. Use of Corporation Name. No member of the Corporation shall use the name of the organization for the endorsement or sponsorship of any individual, issue, event, or organization without the express approval of the Board of Directors.
4. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
5. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
6. Reserves. There may be created by resolution of the Board of Directors out of the surplus of the Corporation such reserve or reserves as the Directors from time to time, in their discretion think proper to provide for contingencies, or to repair or maintain any property of the Corporation, or for such other purpose as the Directors shall think beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
7. Checks and Bonds. The President, Vice-President, Treasurer, or any other officer designated by the Board of Directors, shall be authorized to sign checks and drafts of the Corporation. Any check in an amount over $500.00 shall require the signatures of at least two officers. At the discretion of the Board of Directors, the above officers may also be required to give bond for the faithful discharge of their duties in such sum and with such surety as the Board of Directors may determine, the expense of such bonding to be paid by the Corporation.
8. Corporate Seal. The Board of Directors shall provide a seal of the Corporation, which seal shall include the full name of the Corporation.
9. Dividends. No dividends shall be paid to any Member.
10. Majority. Majority is defined in this document as one-half plus one of the eligible votes.