NORTH CAROLINA EMPLOYEE ASSISTANCE PROFESSIONALS ASSOCIATION (NC EAPA) BYLAWS

Approved by EAPA March 2008

ARTICLE 1 — NAME AND OBJECTIVES

1. The name and title of the Chapter shall be the:
   North Carolina Employee Assistance Professionals Association (NC EAPA)
    
2. Its objectives are to:
1. Meet and share information, experiences and education opportunities that lead to improvements in the field.
2. Promote greater awareness of employee assistance programs to the general public.
3. Support the development and growth of employee assistance programs.
4. Provide professional identification for people working in the field of employee assistance.
5. Identify and respond to the needs of its membership.

ARTICLE II — ADMINISTRATION

Section 1. Books and Records

1. The Chapter shall maintain a record of the names and contact information on the members entitled to vote.
    
2. All books and records of the Chapter may be inspected by any member having voting rights, for any proper purpose, at any reasonable time.

Section 2. Fiscal Year

The fiscal year of the Chapter shall be from July 1 through June 30.

ARTICLE III — MEMBERSHIP

Section 1. Chapter Membership

1. No person shall be a member of the Chapter unless he or she is also a member in good standing of EAPA. No person who is a member in good standing of EAPA and who pays all applicable dues may be denied membership in NC EAPA.
    
2. Chapter membership categories and voting rights shall be the same as those established in the EAPA bylaws.
1. Professional EAPA members may vote on Chapter issues and hold Chapter office.
2. Associate EAPA members may vote on Chapter issues and hold Chapter office except for the office of Chapter President or Vice President.
3. Student members may not vote or hold Chapter office.
4. Emeritus members may vote and hold office.
5. Organizational membership carries no voting or office-holding privileges with the exception of a governmental agency designated employee member who may vote and hold office.

Section 2. Dues and Assessments

1. Professional, Associate, Student and Organizational members shall contribute such annual dues and other reasonable assessments as the Chapter shall determine.
    
2. Emeritus or other honorary members shall not be assessed any dues or assessments as a condition of such membership.
    
3. Chapter dues or assessments may be changed by a majority vote of the voting members present at a Chapter meeting provided that members have been notified of the proposed changes thirty (30) days prior to such meeting.
    
4. Additional funds may be solicited and received by the Chapter other than by dues and assessments.

Section 3. Nondiscrimination

NC EAPA welcomes individuals of diverse backgrounds as members and is committed to facilitating their inclusion and participation in all Chapter activities.

Section 4. Termination of Membership

Membership in NC EAPA may be terminated for non-payment of dues.

Section 5. Regular Meetings

1. Chapter meetings may be held at such intervals as may be decided by the Chapter, but not less than four (4) times per year. If possible, the four meetings should be held in March, May, September and December.
    
2. Notification of each regular meeting shall be made at least thirty (30) days before the meeting.

Section 6. Special Meetings

1. Special meetings of the Chapter may be called by the Chapter officers or by written request of ten percent (10%) of the members eligible to vote in Chapter elections.
    
2. Notification of such meetings shall state the purpose of the meeting and shall be made at least 10 days before the meeting.

Section 7. Quorum

The presence of 10% of Chapter members who are eligible to vote constitutes a quorum for the transaction of business at any regular or special Chapter meeting.

Section 8. Waiver of Notice

Whenever any notice of any meeting of the members is required under provisions of law or these bylaws, a waiver in writing, signed by those scheduled to receive notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objection shall also constitute waiver of required notice.

ARTICLE IV — OFFICERS

Section 1. Officers

1. The officers of the Chapter are:
   • President
   • Vice President
   • Secretary
   • Treasurer
   • Immediate Past President

2. The term of office shall be two years or until a successor is elected and assumes office or is appointed as provided by these bylaws. Terms of office shall commence at the conclusion of the September meeting in even-numbered years.
    
3. Officers may succeed themselves for one additional term.
    
4. In the event that an office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
    
5. No member may serve simultaneously as both President and Treasurer.

Section 2. Duties

1. The President:
   • Serves as the official voice and representative of NC EAPA, the Board and the members.
   • Presides over meetings of the Board of Directors, Executive Committee, and the membership.
   • Appoints all standing and special committee chairs, and all representatives to allied organizations.
   • Serves as an ex-officio member of all committees.
   • Exercises general supervision over Chapter affairs.
   • Performs such other duties as the Chapter may require.

2. Vice President:
   • Assumes the duties of the President in case of absence or inability to fulfill the duties of the office.
   • Becomes President at the expiration of the current President's term.
   • Serves as Chairperson of the Education and Training Committee.
   • Serves as a member of the Executive Committee.
   • Performs such other duties as the Chapter may require.

3. The Secretary:
   • Ensures the accurate production of minutes of all Chapter meetings.
   • Ensures that any notices required by governance documents or the Chapter are distributed properly and in a timely fashion.
   • Ensures that all official Chapter records are properly maintained.
   • Serves as a member of the Executive Committee.
   • Performs such other duties as the Chapter may require.

4. The Treasurer:
   • Ensures that Chapter financial transactions are timely and proper and that Chapter Financial accounts are properly maintained.
   • Ensures that Chapter financial records and tax forms are properly maintained and submitted.
   • Serves as a member of the Executive Committee.
   • Performs such other duties as the Chapter may require.

5. The Immediate Past President:
   • Serves for one full term following the term as President. However, in case of a vacancy in the office, the position shall be filled by the appointment of another Past President or not filled at all.
   • Serves as Chairperson of the Standards and Ethics Committee.
   • Serves as a member of the Executive Committee.
   • Performs such other duties as the Chapter may require.

ARTICLE V — BOARD OF DIRECTORS

Section 1. Authority

The Board of Directors shall be the governing and policy-making body of the Chapter and shall have responsibility for supervising the activities of the Chapter.

Section 2. Composition

There shall be a Board of Directors which shall consist of the President, the Immediate Past President, the Vice President, the Secretary, Treasurer and the Chairpersons of the standing committees. Each member of the Board of Directors shall have the right to vote.

Section 3. Quorum

A majority of the Board members then in office shall constitute a quorum. A majority vote of those present shall be required to take action.

Section 4. Meetings

1. The Board of Directors shall meet at least four times each year on a day to be fixed by it at the beginning of each administrative year, or at the call of the President.
    
2. The Board may conduct business by telephone or other electronic means, provided that all members can hear and speak to one another at the same time.
    
3. At least ten (10) days notice should be given for any in-person, telephone or other electronic called meeting.
    
4. Upon their election, the officers-elect of the Chapter may attend the Board of Directors meetings as non-voting participants, unless by virtue of another position they are already entitled to attend and vote.

Section 5. Executive Committee

1. There shall be an Executive Committee, which shall have all the authority of the Board between meetings of the Board, but cannot alter any actions taken by the Board or the membership. Any and all actions of the Executive Committee must be fully and promptly reported to the Board of Directors.
    
2. The Executive Committee shall be comprised of the President, Vice President, Treasurer, Secretary, and Immediate Past President. A quorum of the Executive Committee shall be a majority of the voting members of the Executive Committee.

Section 6. Nomination and Election

1. At the March regular meeting, the President shall with the approval of the Board of Directors, announce the appointment of a nominating committee of three (3) voting members.
    
2. Members who wish to run for an office, or members who wish to make recommendations to the nominating committee, should notify the committee by April 15th. Nominations for office can also be made at the regular NC EAPA meeting in May.
    
3. The nominating committee shall select at least one nominee for each expiring office.
    
4. The Vice President shall become President at the expiration of the current President's term. In the event the Vice President is unable to assume the office of President, the current President may be nominated to serve an additional term.
    
5. Ballots shall be made available to all active voting members electronically via the NC EAPA list serve.
    
6. The election shall be held by electronic mail, via the NC EAPA list serve, to all active voting members.
    
7. Voting shall be by active voting members and no person may cast more than one vote.
    
8. Nominees will be elected by majority vote.

Section 7. Eligibility

1. The President and Vice President of the Chapter must be a Professional Member of EAPA in good standing.
    
2. All other Chapter officers must be either Professional, Associate, designated Governmental or Emeritus members of EAPA in good standing.

Section 8. Vacancy and Removal

1. Any member of the Board of Directors who is absent from two consecutive Board meetings may forfeit his/her office by majority vote of the Board of Directors.
    
2. The Board shall be authorized to remove all officers except the President, with or without cause, by two-thirds (2/3) vote of the Board.
    
3. The Board shall be authorized by two-thirds (2/3) vote at a duly constituted Board meeting to recommend for consideration of the membership the removal of the President for cause.
1. A letter initiated from either the membership or the Board outlining the concerns of the President's performance will be presented to the President.
2. The Board will discuss with the President the specific cause(s) and the necessary remediation.
3. Given that the President, in the Board's opinion, does not demonstrate a resolution of concerns, the Board will send a statement to members indicating:
   1. cause of concern
   2. past attempts to resolve the concerns, and
   3. call for vote of removal by the membership

ARTICLE VI — COMMITTEES

Section 1. Standing Committees

1. The Board of Directors shall determine the number and purpose of all standing and special committees required to achieve the purposes of NC EAPA.
    
2. The President shall appoint the chairman of all committees and announce such appointments no later than December 1st following his/her election.
    
3. In addition to Executive Committee, there shall be the following standing committees:

Section 2. Special Committees

Special committees may be formed by the President with the approval of the Board. Special committees shall have their formation reviewed annually. Special committees will go out of existence if not renewed, or automatically after their report is filed.

ARTICLE VII — CONFLICT OF INTEREST

1. Any Chapter Officer or member who has a financial or fiduciary interest in, or the appearance of such an interest in, a matter which comes before the Chapter shall bring such genuine or apparent conflict of interest to the attention of the Chapter and shall abstain on such matter unless it is determined that no conflict of interest exists.
    
2. Any person who has knowledge of such genuine or apparent conflict of interest on the part of any Chapter Officer or member must bring such conflict of interest to the attention of the Chapter, orally or in writing, and the Chapter Officer or member will abstain from voting on the matter unless it is determined by Chapter that no conflict of interest exists.
    
3. When any member of the Chapter, or an interested third party, brings to the attention of the Chapter the claim that a genuine or apparent conflict of interest exists, the Chapter will vote to determine whether an actual conflict of interest exists.
1. If the majority of those voting determine that, in fact, a conflict does exist, the member with the conflict of interest shall abstain from voting on the matter.
2. If the majority of those voting determine that no conflict of interest exists, the member may vote on the matter.

ARTICLE VIII — RELATIONSHIP WITH EAPA AND OTHER PROVISIONS

Section 1. Relationship with EAPA

The Chapter is a subsidiary unit of the Employee Assistance Professionals Association, Inc. (EAPA). Any action taken by the Chapter without the prior written consent of EAPA's Board of Directors shall not be binding on EAPA. EAPA does not authorize the Chapter to act as an express or implied agent for, or on behalf of, EAPA without the prior consent of EAPA.

Section 2. Restriction on Activities

Notwithstanding any other provisions of the bylaws, the Chapter shall not carry on any activities not permitted to be carried on by an association exempt from federal income tax under section 501(c) (3) of the U.S. Internal Revenue Code of 1986, or any successor provision.

Section 3. Logo and Name

All public uses by the Chapter of EAPA's name, trademarks, and/or logos must be approved in advance by EAPA. Any Chapter logo must conform to EAPA guidelines and its use must be approved in advance by EAPA.

Section 4. Dissolution

In the event of Chapter dissolution, the residual assets of the Chapter shall be turned over to EAPA.

ARTICLE IX — AMENDMENTS OF THE BYLAWS

Section 1. Chapter Responsibility

NC EAPA shall ensure that its bylaws are kept current in relation to EAPA's bylaws.

Section 2. Amendment Process at the Chapter Level

1. Any amendment to these bylaws must be approved by a majority of those voting members voting at a regular business meeting of special meeting of the membership or through a mail or electronic ballot, provided that written notice (electronic or mail) of the proposed amendment and date of such meeting shall have been given the members at least thirty (30) days prior to the voting date.
    
2. Final adoption of any draft amendment is subject to approval by EAPA Bylaws committee and Board of Directors.

Section 3. Approval of Draft Amendments by EAPA

Upon completion at the Chapter level of any amendment to the Chapter bylaws, the recommended amended bylaws must be submitted to EAPA for review and approval by the Board of Directors. Bylaws must be approved by the Board of Directors before they can take effect.