2006 Changes to the "Articles of Incorporation" and "Bylaws"

 
DATE: July 28, 2006:

Background: During this past year, the National Conference of State Fleet Administrators (NCSFA) Executive Committee in accordance with the Articles of Incorporation, Article VIII which states, "The Executive Committee shall have the power to make and adopt the original Bylaws..." and it legal staff have undergone a extensive review of both NCSFA's existing "Articles of Incorporation" and "Bylaws of the National Conference of State Fleet administrators, Inc." to propose changes to the membership.

Member Notification: The Executive Committee hereby provides notice to members 45 days prior to the annual conference to be held in Savannah, GA; In accordance with the "Bylaws of the National Conference of State Fleet administrators, Inc", Article VIII, Section 2. Adoption of Bylaws and Amendments. Which states; "The Bylaws shall be adopted, amended or repealed by a two-thirds affirmative vote of the voting membership present at any annual or special NCSFA meeting. Bylaws shall be subject to vote only after being presented to the Board and recommended either for or against the proposal. Any proposed changes must be given to the Board at least 45 days prior to a vote and to the membership at least 30 days prior to a vote on the amendment."

summary of the proposed changes:

Articles of Incorporation:

In addition, to correcting small minor grammatical and spelling errors in the original document the Executive Committee proposes the following amendments:

  • Article VI-Add missing  title left off the document filed in 1993.

  • Article VIII- updated definition of NCSFA membership to match bylaws and removed language about associates as well as associate voting rights. At the discretion of the Executive Committee NCSFA membership is now open to all state associates, public sector fleets, press, corporate and NCSFA retirees in the US and Canada.

  • Article IX- Modified language to allow associates to become regular members with full voting rights. In practice associate members were the same as regular members, (Deleted 1/2 vote for associates)

  • Article X- Modified existing language to consistent with established practice and bylaws to enable Executive Committee to establish dues and fees.

   Click here to view the entire document with proposed changes> (A-Changes.pdf)

Bylaws of the National Conference of State Fleet administrators, Inc.

In addition, to correcting minor grammatical and spelling errors in the original document the Executive Committee proposes the following amendments:

  • General changes- Per NCSFA legal counsel the title will be amended to read: Bylaws of the National Conference of State Fleet administrators, Inc.  Executive Committee replaced the word "conference" with "NCSFA" throughout the bylaws. NCSFA is more than the annual conference.

  • Article I, Section 2- Modified member definitions to include Public Sector fleets, Press, NCSFA Retirees and Corporate personnel as NCSFA members.

  • Article II, Section 1- Modified language to be congruent with the Articles of Incorporation allowing Executive Committee to establish dues and fees.

  • Article II, Section 2- Removed proxy voting rights.

  • Article III, Section 4- Changed title to avoid confusion between Executive Committee meeting and regular meetings. Modified language about quorum definition to transact official business. The existing language was confusing.

  • Article III, Section 6- Inserted "non-fleet" to clarify appropriate issues for NCSFA to be involved. Allow retired and inactive members to participate in the annual conference at rates established by the Executive Committee.

  • Article IV, Section 1- Add Corporate Liaison to Executive Committee.

  • Article IV, Section 2- Amend officers term-of-service from (1) one-year to (2) two-years including Members-at-large. Treasurer term increased from (2) two-year  to (3) three-years. New Corporate Liaison shall serve a (1) one-year term.

  • Article IV, Section 3- Modify definition of "Nominating Committee" from (6) six to a minimum of (4) four regular members. Language added allowing former Executive Committee members to serve again after a (1) one-year absence from the Committee. Corporate Liaison will be selected by the corporate membership.

  • Article IV, Section 6- Modified quorum definition adding the word "total" number present at board meetings. Existing language could be misconstrued to indicate that one board member may constitute a quorum to transact NCSFA business.

  • Article V, Section 3- Removed language designating President-Elect as the "Program Chair" for annual conference so this task can  be delegated to any member or officer under President's direction.

  • Article V, Section 4- Removed language designating Vice President as the "membership Committee" chair so this task can  be delegated to any member or officer under President's direction.

  • Article V, Section 8- Add "Corporate Liaison" to the Executive Committee.

  • Article V, Section 9- Renumber title from "8" to "9". Modify language to prohibit members from officially lobbying legislators on behalf of NCSFA without the consent and approval of the Executive Committee.

  • Article VI- Delete existing language defining secretariat to the organization and update to add an "Executive Director" along with modified duties, which are less specific and more encompassing at the direction of the Executive Committee.

  • Article VII- Deleted words "of Articles" from the title to apply to the interpretation of both articles and bylaws.

 Click here to view the entire document with proposed changes> (B-Changes.PDF)

If you have any additional suggestions or changes, please contact Steve Saltzgiver, Executive Director at ssaltzgiver@ncsfa.net

Thanks for your feedback!

                 NCSFA Executive Committee