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.
The purposes of the Association shall be, by thorough cooperation, each member board with the others, to keep on as high a plane as possible all transactions and operations of the several Alcoholic Beverage Control Boards in North Carolina and to require and insist upon frank, open, and ethical practices upon the part of all member boards, and all vendors of alcoholic beverages; to promote and protect the mutual interest of the members of the Association; to promote the promulgation of rules and regulations governing the operation of the Alcoholic Beverage Control System in North Carolina and to encourage the enforcement and observance of all laws, rules and regulations relative to alcoholic beverages; to provide for the exchange of information by means of regular meetings of its members, and to further provide for the preparation, release and distribution of true and accurate information relating to the Alcoholic Beverage Control System by means of publications, news releases and personal appearances, gathered from reliable sources; to maintain the Alcoholic Beverage Control System in such a manner as will command public respect; to work for the prevention of practices within the System contrary to sound public policy; to oppose improper methods and illegitimate practices inimical to the proper conduct of the business to the end that proper public relations be maintained by the Association; to cooperate at all times with, and render any and all services possible to, the North Carolina ABC Commission and all Federal, State, County and local agencies charged with the control, sale or taxation of alcoholic beverages, and to surround the Alcoholic Beverage Control System with such safeguards as to warrant absolute public confidence in its integrity and methods.
Members. Membership in the Association shall be available to all county and municipal Alcoholic Beverage Control Boards in North Carolina.
New Members. Any county or municipal Alcoholic Beverage Control Board in North Carolina which may be created at any time hereafter shall be eligible for membership in the Association. The Board of Directors and the representatives of a new Alcoholic Beverage Control Board shall estimate the dues of such new 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.
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.
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—Dues: New members of the Association shall pay dues as provided in Article III, Section 2.
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 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 supervisors employed by the member boards.
Only members of, and supervisors 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 supervisor 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 business session 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 as allowed by Section 8 of these By-Laws.
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 supervisor 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 director or supervisor districts, subject to the restrictions contained in Section 1, Paragraph 5, and Section 8 of this Article. Any local ABC board member or supervisor 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 Assistant-Secretary of the Association on or before June 15 of the year in which the election is to be held.
Elections Committee. (a) On or before June 1, the President shall appoint an Elections Committee to supervise and conduct the elections held in conjunction with the Summer conference held in the current calendar year. (b) On or before July 1st, the Elections Committee or Assistant-Secretary 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 mailed no later than 15 days prior to the Annual Meeting, shall include the candidate’s names, ABC board or supervisor district, and to the extent possible a brief description of the candidates’ biographical information. (c) In the event that no one files before June 15th for election in any district, the Elections Committee shall nominate a candidate for such position on or before July 1st and shall notify the Association members of the nomination no later than 15 days prior to the business session at the Annual Conference.
Election. Five (5) to seven (7) members of the Board of Directors shall be elected at the Annual Meeting of the Association, one from each of the four Board Member Districts of the Association, and one or two supervisor members of the Board of Directors shall be elected. Printed ballots shall be prepared by the Secretary 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 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 Supervisor Districts of the Association. After the votes have been cast, the Nominating Committee and the Secretary shall count the votes and the nominee from each of the four Board Member Districts and from the appropriate Supervisor Districts of the Association who receives the highest number of votes shall be declared elected. The candidate for NABCA Representative who receives the highest number of votes shall be declared elected as the Association’s Representative on the NABCA Board of Directors.
The Four Supervisor Districts shall be the same as the Board Member Districts.
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 supervisor representatives on the Board.
Vacancies: The Board of Directors shall have the power to fill all vacancies in the Board of Directors. Such vacancy must be filled from the Board or Supervisor District in which the vacancy occurs. Such vacancy shall be filled no later than the next meeting of the Board of Directors. The person filling such vacancy shall serve the remainder of the term vacated.
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.
For purposes of this Section, two-thirds or more of a three-year term shall be considered one term.
Officers: The officers of the Association shall be a President, a President Elect, a Secretary and a Treasurer, and 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.
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.
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, and shall fix the salaries of such employees. The Board of Directors shall instruct the Executive Director as to his duties and he shall serve at the pleasure of the Board of Directors.
The Executive Director shall be an ex-officio member of all Committees and 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. He shall maintain headquarters in such place as may be designated by the Board of Directors and 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 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 may, but need not necessarily be, selected from the Board of Directors. No person shall serve as Executive Director and as a member of the Board of Directors at the same time.
Secretary: The Secretary shall keep the minutes of the Association and of the Board of Directors, and shall have charge of the records of the Association other than those in charge of the Executive Director. He shall give notice of all meetings of the Association and of the Board of Directors to all members thereof and shall prepare ballots for elections. He shall perform all duties usually performed by the Secretary of an association and such specific duties as may be assigned him by the President and/or the Board of Directors.
Treasurer: The Treasurer 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 Board of Directors whenever called upon to do so by the Board of Directors. He shall pay all bills and accounts against the Association when properly certified to by the proper Committee Chairperson and approved by the Board of Directors. He shall render annually a report of his accounts.
The Treasurer shall serve as Chairperson of the Finance Committee.
Funds, 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 obligations shall be signed by the Treasurer and the Treasurer 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.
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 secretary-treasurer. For purposes of this section one-half or more of a term shall be considered one term.
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 Secretary in writing to all members boards not less than ninety days prior to such meeting.
Quarterly or Semi-Annual Meeting: Quarterly or semi-annual meetings of the Association may be held if deemed advisable by the Board of Directors. In such event, the Board of Directors shall fix the time and place of any such meeting, and the Secretary shall give not less than ten (10) days' written notice thereof to each member board.
Special Meetings: The Board of Directors may, upon its own motion or shall, 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 - 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 - 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 - 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.
Expenses - Board of Directors Meetings: Upon request of a board member, the treasurer 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 Secretary.
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 - Annual Meeting of the Association: At all Annual meetings of the Members of the Association, the order of business shall be as follows:
- Reading of minutes of last annual meeting, and of all special
- Unfinished business
- Report of President
- Report of Treasurer
- Report of Secretary
- Report of Executive Director
- Report of Committees
- Election of Directors
- New Business
Order of Business - Quarterly, Semi-Annual and Special Meetings of the Association: At all quarterly, semi-annual and special meetings of the members of the Association, the order of business shall be in the discretion of the presiding officer.
Order of Business - Meetings of Board of Directors: The order of business at meetings of the Board of Directors shall be as follows:
- Reading of minutes of last meeting
- Report of Officers
- Report of Committees
- Unfinished business
- Election of officers (when necessary)
- New Business
Rules: The President shall appoint a Parliamentarian and all meetings shall be conducted according to Robert's Rules of Order.
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.
Appointment of Committees: The President may appoint the following committees:
- Finance Committee
- Law Enforcement Committee
- Ethics and Grievance Committee
- Membership Committee
- Public Relations Committee
- Committee on Legislation, Law, Rules and Regulations
- Committee to maintain liaison with County and City Officials
- Conference Arrangements and Program Committee
- ABC System Operation and Management Committee
- Resolutions Committee
- President's Advisory Committee
and 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 member of each committee. Each Committee shall consist of 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. The Treasurer shall be Chairperson of the Finance Committee, and the Chairperson of each other Committee shall be a member of a Member Board.
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.
Law Enforcement Committee: This Committee shall cooperate and work with the Chairperson and Chief Enforcement Officer of the State Board of Alcoholic Control and with the North Carolina Association of ABC Law Enforcement Agents.
This Committee shall be responsible for the preparation and distribution of forms for reporting the activities of all ABC Law Enforcement Agents. This information should be compiled at regular intervals and sent to the Association Headquarters to be used by the Public Relations Committee.
Ethics and Grievance Committee: This Committee shall make a thorough investigation of any report of any irregularities or violations of the laws, or rules and regulations described the State Board of Alcoholic Control, on the part of any ABC Board or its employees, or any broker, salesman or representatives of any person, firm or corporation selling alcoholic beverages in North Carolina.
This Committee shall at all times cooperate with the Chairperson and Chief Enforcement Officer of the State Board of Alcoholic Control and shall assist such persons in any investigations when called upon to do so.
This Committee shall make such suggestions and recommendations as to rules and regulations as they deem necessary or advisable and submit same in their report to the members at the regular annual meeting of the Association.
This Committee shall immediately report any complaint relative to irregularities or violation to the President, who shall in turn report same to the Board of Directors at its next meeting.
Membership Committee: This Committee shall exert every effort to secure the affiliation with the Association of every ABC Board in North Carolina.
Public Relations Committee: Under the supervision of this Committee, the President shall compile all interesting and informative facts and material 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, temperance and law observances. This material shall be filed and kept available by the President. This Committee shall arrange for proper press coverage of all meetings of the Members of the Association.
The President shall prepare such press releases and news item as authorized by the 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 Press and to the public.
The President shall, in the name of the Association, subscribe to some competent newsclipping service and maintain a complete file of such material.
Committee on Legislation, Laws, Rules and Regulations: 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.
Committee to Maintain Liaison with County and City Officials: This Committee shall represent the Association in all meetings of the County Commissioners Association of counties having ABC stores. This Committee shall cooperate with, and seek the advice of, the officials of counties and cities or towns having ABC stores, and this Committee, or its representative, shall meet with such officials whenever it shall be deemed necessary.
Convention Arrangements & Program 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 notice to the members of the time and place thereof as required by Article VIII, Section 1.
ABC System Operation and Management Committee: The duty of this Committee shall be to study, and maintain a file of all matters pertaining to the operation of the ABC System. This shall include warehousing and warehouse inventories and records; insurance and bonds, accounting systems; personnel records and matters pertaining to personnel such as salaries, vacations, sick leave, retirement plans, etc. This Committee shall also ascertain from the members their suggestions and recommendations regarding the listing or delisting of various items and shall report their findings to the State Board of Alcoholic Control as a matter of information. If requested to do so by the State Board, this Committee shall conduct a survey among the Member Boards to ascertain any information desired by the State Board.
Resolutions Committee: The duty of this Committee shall be to prepare, or cause to be prepared, and to submit either to the Board of Directors or to the Association, such resolutions as it, on its own initiative, deems either necessary or desirable, or as may be suggested to it either by the Association or by the Board of Directors or by any other Committee.
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 Bylaws 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, or any Winter Meeting; 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 in July. 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 Secretary.
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, supervisors, 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.