In December of 2017, the Board of Directors discussed the fact that the Constitution and Bylaws were not in compliance the North Carolina Nonprofit Corporation Act and Robert’s Rules of Order. The Board adopted a resolution to have an attorney examine the Constitution/Bylaws and determine what sections, if any, violated nonprofit law.
In May of 2018, the Association retained an attorney, Jon Carr, a partner with the Raleigh law firm of JordanPrice. Jon Carr advised the Association on several points including:
- The preferred practice of an organized society today which is to combine the Constitution and Bylaws into a single document named the Bylaws.
- The need to streamline and simply our Bylaws in order to make their intent and direction more clear.
- The electronic process policy necessary in order to conduct business and to serve proper notice to the membership in order to be able to amend the Constitution and Bylaws.
- An attendance policy to govern the Board of Directors.
In regards to compliance with the North Carolina Nonprofit Act, Jon Carr advised that the following provisions of the Const/Bylaws were not consistent with the NC Statutes.
- The Board of Directors, not the President, must appoint Committees and Chairpersons.
- The Board of Directors, not the President, must appoint any vacant office.
- The quorum is defined by law as 10% of the votes entitled to be cast.
- The approval of the Board is required to amend the Articles or the Constitution/Bylaws.
In July of 2018, the board began to act on the attorney’s advice and adopted resolutions including:
- A motion to amend the Constitution and Bylaws to align with the NC Nonprofit Corporation Act pending approval of the membership.
- A motion to amend the Constitution/Bylaws to affect an attendance policy as recommended by Jon Carr, pending approval by the Executive Committee.
In November of 2018, the Board approved a resolution to adopt the Electronic Process Policy written by the attorney Jon Carr.
In March of 2019, the Board approved resolutions to amend the Constitution and Bylaws which the membership approved in August of 2019. The amendments changed the calendar date for terms of officers, reduced the term length for the Membership Secretary and Treasurer, and changed the role of the NC State Extension Apiculturist
In July of 2020, the Board approved resolutions to amend to the Constitution and Bylaws which the membership approved in August of 2020. The amendments removed from the Constitution/Bylaws the Commercial Membership, Honey Bee Queen, Calendar, and the Discipline Policy. The Articles of Incorporation were corrected to reflect the correct tax filing structure of the Association.
The following documents are available for reference.
- Notice of vote to amend the Constitution and Bylaws and summary of changes
- The existing Constitution
- The existing Bylaws
- The document entitled “PROPOSED CHANGES TO THE CONSTITUTION AND BYLAWS OF THE NORTH CAROLINA STATE BEEKEEPERS ASSOCIATION, INC.”
- A red text strikethrough version of the document showing the proposed changes to the existing Constitution and Bylaws.
The notification and ballot will be mailed or emailed to the active members of the association no later than 7/28/2021. Mailed responses must be postmarked no later than 8/27/2021. Electronic submissions must be submitted no later than 8/27/2021.