Name – The name of the corporation is “The North Carolina Association of ABC Boards”, and the corporation is referred to herein as the “Association”.
Principal Office – The principal office of the Association shall be at 1951 Clark Avenue, Raleigh, Wake County, North Carolina or as otherwise determined by the Association’s Board of Directors.
Mission Statement – It is the mission of the North Carolina Association of ABC Boards to (a) strive to assure that the sale of alcoholic beverages is handled in a responsible and controlled manner, and that sales are made only to those individuals legally entitled to make such purchases; (b) to foster good relations among the local ABC Boards and with other entities by providing education and information on ABC issues; (c) to promote customer-friendly, modern, and efficient stores; (d) to assist local ABC Boards in managing their resources in order to enhance their operations and maximize the revenues that they distribute to their local governmental bodies; and (e) to work with governmental agencies to preserve and improve the state’s ABC system.
The Association’s General Objectives are as follows:
- Education – To ensure public officials and citizens are well informed about the societal issues related to the consumption of alcoholic beverages.
- Privatization Information – To support the Association Members in their efforts to address privatization issues as they arise.
- Relationships – To establish and strengthen relationships with those organizations whose actions impact policies of the alcohol beverage industry and the ABC System in North Carolina.
- Member Forums – To provide opportunities to address issues, develop recommendations, and adopt policies related to effectiveness and efficiency in the control, sale, and distribution of alcoholic beverages.
- Resources – To ensure that the Association has the resources necessary to fulfill its mission.
The Association encourages its Members Boards to examine their operations and to seek and implement, to the fullest extent possible, new and improved ways in which to serve those who wish to purchase distilled spirits in North Carolina.
Members – Membership in the Association shall be available to all local Alcoholic Beverage Control Boards in North Carolina.
New Members – Any local Alcoholic Beverage Control Board in North Carolina which may be created at any time hereafter shall be eligible for membership in the Association.
NABCA – The Association may become a member of, and from year to year retain membership in, the National Alcoholic Beverage Control Association in the name of the North Carolina Association of ABC Boards.
Geographic Division of the Association – The Association shall be divided into four districts by dividing a map of the State of North Carolina into four districts. The boundaries of the districts shall be approved by the membership. A copy of the map showing the boundaries of the four districts shall be kept on file in the Executive Office.
Membership Dues – The annual dues for membership in the Association shall be $13.00 per $100,000.00 of annual sales, or fraction thereof, with a minimum of $100.00 and a maximum of $2,500.00.
New Members – The Executive Director shall estimate the dues for a new ABC Board for the remainder of its first year of membership and the new Board shall pay the estimated dues. At the end of the first fiscal year, the actual amount of dues shall be determined and adjusted by additional payment by, or rebate to, the new Member Board.
Votes – Each member Board shall be entitled to one vote at all meetings of the Members of the Association.
Number of Directors – The government, supervision and control of the affairs of the Association shall be vested in a Board of Directors. The retiring President shall automatically become an ex-officio member of the Board of Directors for the year following his or her term as President. Twelve (12) Directors shall be elected by the members from the membership of the member boards; three from each of four Board Member Districts of the Association. Four (4) Directors shall be elected by the membership from the General Managers employed by the Member Boards. Only members of, and General Managers employed by, member boards which are in good standing shall be eligible to serve on the Board of Directors, and not more than one person from any Member Board, including the General Manager employed by such Board, shall be eligible to serve on the Board of Directors at the same time.
Terms – Members of the Board of Directors shall serve a term of three years. Each Director’s term of office shall expire at the third Annual Meeting after election; however, each Director shall continue to serve until his/her successor has been elected and qualified. Notwithstanding the foregoing term limitation, a President-Elect may be elected to serve an additional one-year term.
Succession – No Director shall serve more than two successive terms on the Board of Directors; provided, however, that this restriction shall not apply to a President-Elect’s eligibility to be re-elected to an additional one-year term on the Board of Directors and to serve as President of the Association during that additional one-year term.
Authority – The authority of the Board of Directors shall be subject to the Charter and the Bylaws of the Association.
Filing for Office of Director – Any local ABC Board Member or General Manager of an Association Member Board in good standing shall be eligible to file for and be elected to serve on the Association’s Board of Directors from their respective Association District, subject to the restrictions contained in Sections 1 and 2 of this Article. Any local ABC Board Member or General Manager desiring to serve on the Board of Directors must file written notice of his or her intention to run for election to the Board of Directors with the Executive Director of the Association on or before June 15 of the year in which the election is to be held.
Elections Committee – On or before June 15, the President shall appoint an Elections Committee to supervise and conduct the elections held in conjunction with the Annual Meeting held in the current calendar year. The Executive Director shall inform all Association Member Boards of the names of all candidates who have filed to run for election to the Association’s Board of Directors. This notice, to be emailed no later than 15 days prior to the Annual Meeting, shall include the candidate’s name, ABC Board, Association district, and a brief description of the candidate’s biographical information. In the event that no one files for election in any district, the Elections Committee shall endeavor to recruit and nominate a candidate for such position.
Election – Five (5) to seven (7) Board Members of the Board of Directors shall be elected at the Annual Meeting of the Association, one from each of the four districts of the Association, and one or two General Manager Members of the Board of Directors shall be elected to represent their respective district. Printed ballots shall be prepared by the Executive Director containing the names of the persons nominated as provided in either Section 4, or Section 5, of this Article VI, and providing space for the listing of the persons, if any, who are nominated from the floor at the Annual Meeting. Each Association Member Board shall be entitled to vote for one nominee from each of the four Board Member Districts of the Association, and for one or two nominees from the appropriate General Manager districts of the Association. After the votes have been cast, the Elections Committee and the Executive Director shall count the votes and the nominee from each of the four Board Member districts and from the appropriate General Manager districts of the Association who receives the highest number of votes shall be declared elected. Write-in candidates are allowed at the election of Directors.
If more than two candidates are candidates for election in a district, in order to be elected a candidate must obtain at least forty percent (40%) of the votes cast. If no candidate receives at least forty percent (40%) of the votes cast, there shall be a run-off election between the two candidates who received the most votes in the first election. This requirement shall apply to elections for all Directors, including the General Manager representatives on the Board.
Vacancies – The Board of Directors shall have the power to fill all vacancies on the Board of Directors. Such vacancies must be filled from the Board or General Manager District in which the vacancy occurs. Such vacancies shall be filled as soon as practicable. The person filling such vacancies shall serve the remainder of the term vacated. For the purposes of this Section, two-thirds or more of a three-year term shall be considered one term.
Officers – Officers of the Association shall be President, President-Elect, and Treasurer. Each officer shall be elected by the Board of Directors. The President shall be an ex-officio member of all committees. All of the officers shall be selected from the Board of Directors and only Directors representing Member Boards that are in good standing may serve as officers of the Association. Any member of the Board of Directors may serve as an officer of the Association.
Succession – No officer shall serve more than two successive terms in the same office, but this limitation shall not be construed to prohibit election to a different office, nor shall it apply to the office of Treasurer. For purposes of this section one-half or more of a term shall be considered one term.
President and President-Elect – The President, or in his absence or inability to act, the President-Elect, shall preside at all meetings of the Association and the Board of Directors. The President and the President-Elect shall have the authority usually vested in the executive officers of an association.
Treasurer – The Treasurer shall provide regular oversight to the Executive Director on all financial matters of the Association. He shall annually render a report of the Association’s accounts to the Board of Directors. The Treasurer shall serve as Chairperson of the Finance Committee.
Executive Director – The Board of Directors shall have the authority to select and employ an Executive Director and such staff as may be necessary for the Association, or in the alternative, to contract for association-management services. In either event, a responsible individual shall be designated to serve as the Executive Director of the Association and the Board of Directors shall instruct the Executive Director as to his or her duties.
The Executive Director shall be an ex-officio member of all Committees, shall meet with the Board of Directors, and shall have a voice, but no vote, in the deliberations of the Committees and the Board of Directors. The Association’s headquarters shall be maintained in such place as may be approved by the Board of Directors. The Executive Director shall keep all files, records, and other material pertaining to the Association and the ABC System as required by the Bylaws or the Board of Directors.
The Executive Director shall secure and disseminate to the members information and data of current vital interest and shall edit such bulletins, publications, news releases, etc., as may be authorized by the Education & Public Relations Committee and approved by the Board of Directors.
Under the direct supervision of the Board of Directors, the Executive Director shall be responsible for the management of the Association and the carrying out of the purposes and objects for which the Association was formed.
The Executive Director shall be the custodian of all funds of the Association, shall receive all dues, and shall keep the accounts of the Association and report thereon to the Treasurer and/or the Board of Directors whenever called upon to do so. He shall pay all valid invoices and claims against the Association. He shall annually render a report of the accounts of the Association. No person shall serve as Executive Director and as a member of the Board of Directors at the same time
TFunds, Checks and Bond – The funds of the Association shall be deposited in a bank approved by the Board of Directors. All checks for the payment of the Association’s obligations shall be signed by the Executive Director. If requested by the Board of Directors, the Executive Director shall be bonded in an amount fixed by the Board of Directors payable to the Association for the faithful discharge of his duties. The premium for such bond shall be paid by the Association.
Annual Meetings – The Annual Meeting of the members of the Association shall be held at such time and place as may be fixed by the Board of Directors. Notice of the time and place of such meeting shall be given by the Executive Director in writing or electronically to all members boards not less than ninety (90) days prior to such meeting.
Special Meetings – The Board of Directors shall, upon its own motion or upon the written request of twenty-five percent of the Member Boards, call a special meeting of the members of the Association by giving ten (10) days written notice thereof to each Member Board.
Annual Meeting of the Board of Directors –The Annual Meeting of the Board of Directors shall be held immediately following the adjournment of the Annual Meeting of the Members of the Association, for the purpose of electing officers for the ensuing year.
Regular Meetings of the Board of Directors – Regular meetings of the Board of Directors shall be held at such times and places and upon such notice, as may be fixed by the Board of Directors.
Special Meetings of the Board of Directors – The President may, upon his own motion, or shall, upon the written request of three members of the Board of Directors, call a special meeting of the Board of Directors by giving three days written notice thereof to each member of the Board of Directors. Special meeting of the Board of Directors may be held by telephone conference call.
Upon request of a member of the Board of Directors, the Executive Director of the Association shall reimburse the member for actual expenses incurred in attending any regular or special meeting of the Board of Directors not held in conjunction with a general meeting of the Association.
Quorum – Representatives of forty percent of the Member Boards shall constitute a quorum at any regular or special meeting of the members of the Association. A majority of the Board of Directors shall constitute a quorum at any regular or special meetings of the Board of Directors.
Proxies – A Member Board may be represented at any annual, regular, or special meeting of the members of the Association by any member or members of such member board, or by proxy, which proxy must be in writing, signed by the Chairperson of the member board, and filed with the Executive Director.
No member of the Board of Directors may be represented by proxy at any annual, regular, or special meeting of the Board of Directors.
Order of Business – At all meetings of the Association, the order of business shall be in the discretion of the presiding officer.
Rules – All meetings of the Association shall be conducted according to Robert's Rules of Order.
Appointment of Committees – The President may appoint the following committees:
- Finance Committee;
- Ethics, Grievance, and By-Laws Committee;
- Membership Committee;
- Education and Public Relations Committee;
- Legislative Committee;
- Programs and Arrangements Committee;
- Efficiency Committee;
- ABC 101 Committee;
- President's Advisory Committee;
- Elections Committee;
The President may appoint such other special committees as either he or the Board of Directors may deem advisable.
The President and the Executive Director shall be ex-officio members of all committees. The President shall appoint a Chairperson and such additional committee members as the President and the Chairperson of the committee shall choose to appoint to serve on the committee. Committee members shall be a member or employee of a Member Board. The Board of Directors shall have the ultimate authority to act on any Association-related matter, with or without committee input.
Finance Committee – The Treasurer shall automatically be Chairperson of the Finance Committee. All matters pertaining to finances shall be referred to this Committee for study or investigation, and this Committee shall make its reports and recommendations to the Board of Directors.
ABC 101 Committee – Members of the ABC 101 Committee shall endeavor to inform and educate civic leaders and the public about the function, benefit, and importance of the ABC system and the local ABC boards.
Ethics, Grievance, and By-Laws Committee – This Committee shall promote and encourage ethical conduct on the part of members of ABC Boards and their employees. This Committee shall receive and investigate any and all grievances from a Member Board and shall report its findings to the President. This Committee shall periodically review the Association’s By-Laws and shall recommend any suggested changes or additions to the President, who shall forward them to the Board of Directors for consideration. If approved by the Board of Directors, such proposed changes shall be submitted to the Membership for approval or disapproval as provided in Article XI.
Membership Committee – This Committee shall exert every effort to secure the affiliation with the Association of every ABC Board in North Carolina.
Education & Public Relations Committee – This Committee shall be responsible for compiling all interesting and informative facts and materials relating to alcoholic beverages and the control thereof, law enforcement activities, news items, editorials, statements made by prominent persons, and any and all material available that might be used to further the cause of the Control System. This material shall be maintained and made available to all Members.
This Committee shall be responsible for compiling and sharing information to combat underage drinking in North Carolina with Association Members and the public.
The President shall prepare such press releases and news item as authorized by the Education & Public Relations Committee and approved by the Board of Directors, and shall also, when authorized to do so by the Board of Directors, prepare, publish and release bulletins or other form of publications containing such news items, facts, figures and other material and information that might be of interest to the public.
Legislative Committee – This Committee shall be charged with the responsibility of keeping itself and the Board of Directors fully informed as to all matters pertaining to legislation, laws, rules and regulations that might affect the ABC System in North Carolina. All recommendations, suggestions, changes or amendments in connection with the laws, rules and regulations affecting the ABC System in North Carolina shall be submitted to this Committee for study and investigation, and this Committee shall make its report and recommendations in connection therewith as may be requested of it by the Board of Directors.
Efficiency Committee – The members of the Efficiency Committee shall, upon request, assist ABC Boards with suggestions and recommendations on how to improve their operations.
Program & Arrangements Committee – This Committee shall recommend the date and place of the regular annual meeting of the Association and shall be responsible for all arrangements for such meeting, including the program. This Committee shall recommend the date and place of such meeting early enough so that its recommendation can be acted on in time to give ninety (90) days written or electronic notice to the members of the time and place thereof.
President's Advisory Committee – This committee shall be comprised of
(a) former Presidents of the Association,
(b) who are currently serving a local ABC board as a board member or General Manager, who are
(c) appointed by the current President, in his/her discretion, to serve on the Committee. The Committee members shall serve at the pleasure of the current President and they shall provide advice and good counsel to the President during his/her term in office.
The fiscal year of the Association shall be from July 1 through June 30.
These By-laws may be amended, altered or repealed by a majority vote of the Member Boards present at any annual meeting of the Association; or any special meeting called for that purpose, provided, however, the notice of the meeting shall contain a statement of the proposed amendment or action to be taken, and such notice shall be given not less than ten (10) days prior to the meeting.
A Member Board may recommend a deserving individual for honorary membership in the Association. A person whose name is submitted for nomination should have made substantial contributions over a long period of time to the Association. A nominee does not necessarily have to be a member of a local ABC board in order to be considered for honorary membership.
There will be no automatic honorary memberships, as, for instance, all past presidents or members of the Board of Directors.
Any Association member may submit a name for consideration for honorary membership. The nominee's accomplishments should be listed and submitted to an officer of the Association prior to the Board of Directors meeting at the Annual Conference. If the officers of the Association approve the recommendation, it shall be submitted to the Board of Directors or to the general membership for approval or disapproval. Any person elected an honorary member shall be notified in writing by the Executive Director.
While attending meetings of the National ABC Association (“NABCA”) and/or the North Carolina Association of ABC Boards, all representatives of local ABC boards, including Board Members, General Managers, Board employees, and guests, shall at all times conduct themselves with appropriate decorum and propriety, and act in a proper, civil manner.
A two-thirds (2/3) vote of all members of the Board of Directors eligible to vote may remove or suspend any officer or committee member for good cause shown.