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NAITA ByLaws(as amended 11/10/04) Article I – Name Section 1. The name of this association shall be the North Alabama International Trade Association, also known as NAITA. Article II – Vision and Mission Section 1. NAITA’s vision is to see the North Alabama/Tennessee Valley region recognized as a World Class Community. NAITA’s mission is to facilitate international trade development and growth opportunities in North Alabama and the surrounding region. The goals of the Association are:
Article III – Membership Section 1. Any individual, student, employee or officer of any business firm, association, or corporation interested in the objectives of the Association and those engaged in international trade and related services, foreign consuls, directors, officers, and executives of U.S. Government Bureaus and civic organizations actively engaged in fostering world trade and those who otherwise display a special interest in the goals and program of this Association shall be eligible for membership. Section 2. Membership in the Association may be terminated by voluntary resignation or by a majority vote of the members of the Board of Directors present at any meeting of said Board for conduct injurious to the interest of the Association. In the latter case, the Board of Directors shall afford the accused member an opportunity for defense and refutation of the charges. Any interested applicant may attend up to three NAITA meetings without benefit of membership. Thereafter that visitor is expected to make application and submit payment for membership unless extenuating circumstances exist, with Board approval. Section 3. All matters pertaining to the scheduling of meetings of the general membership and of the Board of Directors shall be left to the discretion of the Executive Committee. Section 4. Membership voting privileges are as follows:
Article IV – Dues or Subscription Section 1. All matters pertaining to dues or subscriptions shall be left to the discretion of the Board of Directors. Article V – Officers Section 1. The Officers of the North Alabama International Trade Association shall be: President, Vice President-Programs, Vice President-Membership, Vice President–Global Initiatives, Secretary, Treasurer, and Immediate Past President. Section 2. The Officers, by virtue of their election to office, shall be members of the Board of Directors. Officers and Directors shall be elected by the membership DURING THE MONTH OF NOVEMBER of each year AND SHALL HOLD OFFICE FROM JANUARY 1 FOLLOWING FOR ONE YEAR or until their successors are duly elected. Section 3. The President provides leadership for the Association. He or she shall preside at all meetings of the members, the Directors, and the Executive Committee and set the agenda for those meetings. He or she shall appoint and coordinate committee chairs and shall be an ex officio member of all committees, in particular overseeing the Strategic Planning Committee and Bylaws Committee. The President shall also coordinate the December Membership Reception with the Party Sponsor. He or she shall co-develop and coordinate NAITA’s marketing program and function as spokesperson with media opportunities to promote the Association. He or she, along with the Vice President-Membership, shall maintain and augment the support from current Association Sponsors. He or she shall, at the Annual Meeting of the Members, submit a report (written or verbal) reviewing the activities and achievements of the year. The President, upon the recommendation of the Executive Committee and approval of the Board of Directors, may hire/contract/appoint/terminate an Executive Director or additional staff/support as agreed upon. He or she shall perform such other duties as pertain to the office. Section 4. In the absence of the President, the Vice President-Programs shall perform the duties of the President. The Vice President-Programs chairs the Programs Committee, oversees the Education Committee, which is responsible for seminars, workshops, conferences and other educational programs, and oversees the Government Affairs Committee. He or she shall also be responsible for generating program topics and securing speakers. The Vice President-Programs shall become President at the end of the President’s term, resignation, or termination thereof, subject to confirmation by the Board of Directors. Section 5. The Vice President-Membership chairs the Membership Committee and oversees the Awards Committee, the Sponsorship Development Committee, and the Public Relations Committee. The Sponsorship Development Committee, which consists of the Executive Committee, Board members and other NAITA members, has as its purpose the securing of new sponsors for the Association. The Public Relations Committee is responsible for the website, newsletter, media relations and related activities. The Vice President-Membership shall develop and implement a plan for increasing the quality and quantity of the membership as well as develop and implement a plan for identifying and obtaining new corporate sponsors. He or she shall assist the President in maintaining and augmenting the support from current Association sponsors. This officer also makes recommendations to the Board on membership benefits to promote membership retention. Section 6. The Vice President–Global Initiatives oversees the Trade Development Committee and is responsible for developing alliances by establishing communications and developing initiatives with trade related organizations outside the area to further the NAITA mission of facilitating international trade development and growth. Section 7. The Secretary shall be responsible for recording the minutes of all Board meetings as well as other meetings and/or events deemed necessary by the Board, and performs such other duties pertaining to the office. Section 8. The Treasurer chairs the Finance and Administration Committee. He or she shall submit a quarterly report to the Board of Directors on the financial activities of the Association. He or she approves checks and invoices for the routine activities of the Association. No disbursement of funds other than those necessary to transact normal business can be made unless approved and ordered by the Executive Committee or the Board of Directors. No checks shall be issued without the approval of two officers of the Association. The Treasurer assists in the management of the financial operations of the Association, oversees collection of receivables from the business community, and coordinates the compilation or audit. Prior to March 31 of each year, the Treasurer shall submit to the Board an annual Financial Report (total itemized revenues and expenses for the previous year) and make it available to the membership upon request. Article VI – Board of Directors Section 1. The Board of Directors shall consist of Officers and a minimum of ten (10) and a maximum of twenty (20) Directors. Directors shall be elected in the month of November in the general election for a term of two years. Terms will overlap providing for at least five (5) new Director terms each year. The persons holding the offices of President, Vice President-Programs, Vice President-Membership, Vice President-Global Initiatives, Secretary, Treasurer, and Immediate Past President may serve as Directors for such unlimited terms as required by holding such offices. All other Directors may serve the Board for no more than three (3) consecutive terms. Section 2. The Board of Directors shall control the affairs of the Association and direct the policies. The Directors may adopt rules and regulations and policies for the management and proper business conduct of the Association. The Executive Committee, through its President and with approval by the Board, can contractually obligate the Association. Section 3. Vacancies shall occur or shall be declared as listed hereafter: a. Director: Vacancies can occur in the position of Directors under the following conditions:
b. Officers: All provisions for vacancies in the position of Director shall apply to officers. An Officer shall vacate his position if he fails to attend three (3) consecutive Executive Committee meetings without authorized approval. [See Addendum 1 for job descriptions of executive director and other support positions as needed.] Article VII – Committees Section 1. The President shall, with the approval of the Directors or the Executive Committee appoint such standing or special committees as may be necessary. Standing Committees may be designated by resolution of the Board of Directors and shall serve until their successors are appointed. Section 2. There shall be an Executive Committee composed of the Officers. A majority thereof shall constitute a quorum. This committee shall direct the affairs and policies of the Association in the interim between meetings of the Board of Directors or in the absence of a quorum thereof. Section 3. Except when specified, duties of special and standing committees shall be indicated by their respective name. Section 4. Except for the Executive Committee, no committee shall commit itself on matters involving any appropriation of funds or affecting the policies of the Association unless approved by the Executive Committee or the Board of Directors. The committee shall refer their findings and recommendations to the Executive Committee or the Board of Directors. Section 5. Committees, except for the Executive Committee, may be dissolved by action of the President subject to the approval of the Board of Directors. Article VIII – Meetings Section 1. There shall be an annual meeting of the membership during the first quarter of each year and quarterly meetings of the Board of Directors. Section 2. Meetings of the Executive Committee and/or membership shall be held upon notice from the President of the North Alabama International Trade Association. Section 3. Special meetings of the membership may be called by the President, when in his or her judgment, the situation warrants. Such meetings shall be confined to the purpose thereof and no other business shall be transacted without the consent of a majority of the voting members present. Section 4. A minimum of fifteen (15) voting members shall constitute a quorum at any meeting of said membership. A proxy vote is permitted at a general or special membership meeting. Section 5. Special meetings of the Board may be called by the President, Executive Committee or upon a request of a director, or eight (8) voting members at large. Before action can be taken at any special session, advance notice of the special session will be given to all Directors. Notice shall include verbal notice at least two (2) days prior to the meeting or written notice dated at least three (3) days prior to the meeting. Section 6. One third of the elected Officers and Directors shall constitute a quorum for conducting a Board of Directors’ meeting of the Association. A majority of the Association’s Executive Committee shall be required to conduct an Executive Meeting of the Association. Section 7. Regular meetings of committees shall be held at such time as they determine and special meetings held at the request of the committee Chair or the President. Section 8. A majority of the committee membership shall constitute a quorum at any standing committee meeting. Article IX – Election of Directors and Officers Section 1. By October 1 of each year, an Election Committee shall be established to determine Officer and Director nominations as required for the next fiscal year. The Immediate Past President shall serve as its Chair with four (4) additional members to be appointed from the Board by the President. By November 1 of each year, the Election Committee shall submit a slate of candidates to the Board – but only after soliciting the membership for nominations for the respective positions. The Board of Directors shall then approve a ballot for vote by the membership to be held by the following November 30. Article X – Referenda Section 1. The Board of Directors may submit to the voting members matters of importance and general interest by mail, fax or e-mail. Section 2. A majority of votes received will determine final approval of referenda. Each referendum shall be filed and retained as a matter of record. Article XI – Contributions Section 1. The ordinary revenues of the Association, as determined by the Board of Directors, may be augmented by request or contribution with approval of the Directors. Section 2. No committee, except the Sponsorship Development Committee, shall solicit any contribution from the general public without the approval of the Directors. Article XII – Disbursements Section 1. No disbursement of funds, other than those necessary to transact normal business, can be made unless approved and ordered by the Executive Committee or the Board of Directors. Article XIII – Fiscal Year Section 1. The fiscal year shall be in accordance with the calendar year. Article XIV – Financial Review Section 1. The Directors shall appoint a qualified accountant periodically to examine the books and the accounts of the Association at the conclusion of the fiscal year and at such other times as the Directors may determine. All reports of these examinations are to be made available to any member of the Association upon written request. Article XV – Parliamentary Rules Section 1. Proceedings of any meetings shall be governed by and conducted according to ROBERTS RULES OF ORDER. Article XVI – When Effective Section 1. These Bylaws shall be effective upon adoption. Article XVII – Amendments Section 1. These Bylaws may be amended by an affirmative vote of a majority of the members of the Board of Directors present at any meeting of which due notice of such contemplated action is given. Such notice must be sent to the Board of Directors no less than ten (10) days prior to this meeting. Amendments shall be presented to the general membership for final approval in accordance with Article X. The general membership will then be notified of approved Bylaw changes. Also see: |
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About NAITA : Membership : News & Events : Partners : Advocacy : Awards : Resources : Contact Us : Sitemap : Home North Alabama International Trade Association (NAITA) : P.O. Box 2457 : Huntsville, AL 35804 : 256.532.3505 : fax: 256.532.3704 : naita@naita.org |
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