Mission Statement & Bylaws

Article I – Name & Principal Office
Section 1
Name – The name of the corporation is “The North Carolina Association of ABC Boards”, and the corporation is referred to herein as the “Association”.

Section 2
Principal Office – The principal office of the Association shall be determined and maintained in such a place as may be approved by the Association’s Board of Directors. 

Article II – Purposes & Objectives
Section 1
Mission Statement – It is the mission of the North Carolina Association of ABC Boards to (a) strive to assure that the sale of alcoholic beverages is handled in a responsible and controlled manner, and that sales are made only to those individuals legally entitled to make such purchases; (b) to foster good relations among the local ABC Boards and with other entities by providing education and information on ABC issues; (c) to promote customer-friendly, modern, and efficient stores; (d) to assist local ABC Boards in managing their resources in order to enhance their operations and maximize the revenues that they distribute to their designated recipients; and (e) to work with governmental agencies to preserve and improve the state’s ABC system.

Section 2
General Objectives – The Association’s General Objectives are as follows:
Education – To ensure public officials and citizens are well informed about the societal issues related to the consumption of alcoholic beverages.
Privatization Information – To support the Association Members in their efforts to address privatization issues as they arise.
Relationships – To establish and strengthen relationships with those organizations whose actions impact policies of the alcohol beverage industry and the ABC System in North Carolina.
Member Forums – To provide opportunities to address issues, develop recommendations, and adopt policies related to effectiveness and efficiency in the control, sale, and distribution of alcoholic beverages.
Resources – To ensure that the Association has the resources necessary to fulfill its mission.
The Association encourages its Members Boards to examine their operations and to seek and implement, to the fullest extent possible, new and improved ways in which to serve those who wish to purchase distilled spirits in North Carolina.

Article III – Membership
Section 1
Membership in the Association shall be available to all local Alcoholic Beverage Control Boards in North Carolina, businesses, organizations, or individuals based on the membership classifications contained in Section 2.
Section 2
The Membership Classifications of the Association shall be:

1. Full Member – Any local Alcoholic Beverage Control Board in North Carolina is eligible for Full Membership.  A Full Member shall have all rights and privileges of the Association including serving on committees, voting, and having the ability to have a member of such local ABC Board or general manager employed by such local ABC Board to be elected to the Board of Directors and to serve as an officer.  Full membership shall not require approval.
2. Supporting Organization Member – The Board of Directors may approve as a Supporting Organization Member a business, association or other organization who has a sincere interest in maintaining, supporting, and improving North Carolina’s Alcoholic Beverage Control System for the sale of spiritous liquor for off-premises consumption by local ABC Boards only, with the only exception being such sales authorized to be made by a North Carolina distiller as permitted by law as of October 1, 2020.  A Supporting Organization Member consents to the Association’s use, publication and distribution of its name (i) on any advocacy website in connection with the following statement:  “Community Support for Our System -  Elected leaders, law enforcement, ministers and other civic and social organizations agree that having a controlled liquor sales system is best for our state. Like us, they support keeping the current system in place, and believe that privatization will lead to many adverse effects” and (ii) in connection with the following statement:  “The following organizations support keeping the control system for the sale of liquor in place and believe that privatization of liquor will lead to many adverse effects,” or, in the alternative to the foregoing, and in the discretion of the Board of Directors, consents to the use, publication and distribution of its name associated with such other similar written statement of support as may be required by the Board of Directors.   A Supporting Organization Member is not eligible to serve on any committee, does not have voting rights, and is not eligible to be elected as an officer or to serve on the Board of Directors. A Supporting Organization Membership must be approved by the Executive Committee.
3. Retired Member – A Retired Member shall be an individual who has previously served on or retired from a local ABC Board or previously served on or retired from the North Carolina ABC Commission.  Retired Members are not eligible to vote at business meetings or be elected to the Board of Directors or to serve as an officer; however, they are eligible to be appointed to serve on committees in any capacity other than Chair of the Committee.  Retired Membership must be approved by the Executive Committee.
4. Honorary Member – Deserving individuals who have made significant contributions over a long period of time to the Association and have been approved as Honorary Members by 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.  If the officers of the Association approve the recommendation, it shall be submitted to the Board of Directors for approval or disapproval.  Any person elected an honorary member shall be notified in writing by the Executive Director.  There will be no automatic honorary memberships, as, for instance, all past presidents or members of the Board of Directors.  Honorary Members will have no voting privileges, except to the extent of service as a member of the Board of Directors if otherwise eligible to serve on the Board. Honorary Members are eligible to be appointed to serve on committees in any capacity other than Chair of the Committee.
5. Supplier Member – Any individual, business or organization who is engaged in the business of selling goods, including without limitation spirituous liquor, or providing services, to one or more local ABC Boards in this State is eligible to become a Supplier Member. A Supplier Member may have one representative of their organization or business appointed to serve on a committee in any capacity other than Chair of the Committee, however, these members may not vote at business meetings or be elected as an officer or to serve on the Board of Directors.  Supplier Membership must be approved by the Executive Committee. A person, firm or corporation that would otherwise qualify as a Supplier Member and that has historically been of the class of persons, firms or corporations to which an invitation to attend the Association’s General Managers’ Meetings or Annual Conferences is not required to become a Supplier Member in order to continue to receive those invitations; by way of example, and not by limitation, a spirituous liquor brokerage firm or prior exhibitor at such meeting is not required to be a Supplier Member to receive such an invitation

Section 3

Application for membership shall be made on forms approved by the Board of Directors.  The payment of dues shall accompany such membership application.
Section 4
Membership Privileges - Except as otherwise expressly limited in these Bylaws, all members’ privileges include the right to receive newsletters and other formal publications of the Association, and the right to receive an invitation or notice of the Association’s Annual Meeting/Annual Conference of the members.  For any person, firm or corporation that is not a member of the Association, the Association’s invitations to its meetings are in the discretion of the Association.
Section 5

A. Member in Good Standing –

(i) Full Member - In order to be a member in good standing and to have the right to vote, to have the right for a member of such local ABC Board or general manager employed by such local ABC Board to be eligible to serve as a director or an officer, a Full Member shall pay its dues for the fiscal year of the Association in the year prior to the year in which the vote is conducted.  In order to be eligible to attend the Association’s General Managers’ meeting or Annual Meeting of the Members/Annual Convention, a local ABC Board shall have paid its dues as follows:  to attend the General Managers’ meeting, the dues must be paid for the fiscal year in which such meeting is held; and to attend the Annual Meeting of the Members/Annual Convention, the dues must be paid for the fiscal year of the Association in the year prior to the year in which the meeting is held. 

(ii) Other Members – This paragraph applies for any members other than Full Members.  In order to be a member in good standing, such a member shall pay its dues not later than the due date set in Article IV of these Bylaws. Subject to the particular provisions for Supplier Members and meeting attendance in Article III, Section 2 of these Bylaws, in order to be eligible to attend the Association’s General Managers’ meeting or Annual Meeting of the Members/Annual Convention, such a member shall have paid its dues as follows:  to attend the General Managers’ meeting, the dues must be paid for the fiscal year in which such meeting is held; and to attend the Annual Meeting of the Members/Annual Convention, the dues must be paid for the fiscal year of the Association in the year prior to the year in which the meeting is held. 

B.  Termination - Membership in the association shall terminate upon the resignation of a member, failure to pay dues, death, or expulsion from membership for violation of the bylaws, Chapter 18B of the North Carolina General Statutes and rules and policies promulgated thereunder, ABC Ethics Guidelines issued by the Association or by the ABC Commission, or for the commission of any act deemed by the Board of Directors as injurious to the reputation and standing of  the Association or local ABC Boards.  No member shall be expelled, except for failure to pay dues, without due process and without a two-thirds vote of the Board of Directors present and voting at a duly called meeting.

Section 6
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 is attached to these Bylaws and shall also be kept on file in the Executive Office (editor’s note: the map of the districts is not changed by proposed amended and restated Bylaws approved by the Board of Directors on March 9, 2021).

Article IV – Dues
Section 1
Membership dues shall be an amount set by the Board of Directors and based on the membership classifications listed in Article III.

1. Full Membership Dues – The annual dues for full membership in the Association shall be an amount, set by the Board of Directors, per $100,000.00 of annual gross sales, or fraction thereof, with the Board of Directors establishing the rate of dues and also the minimum and maximum gross sales to which the rate of dues is applicable.  Retail sales, plus mixed beverage sales, plus wine sales equal gross sales.  Dues are calculated based on the fiscal year ending the year before the year in which dues are due and payable.  No later than June 5^th of each year, the Executive Director will send a notice to all Full Members stating that dues for the new fiscal year are due and payable by July 31^st of each year.
2. Other Membership Dues - The Board of Directors shall set the dues amount for members other than Full Members.  No later than June 5^th of each year, the Executive Director will send a notice to all other membership categories other than Full Members.  stating that dues for the new fiscal year are due and payable by July 31^st of each year.
3. Honorary Members shall not be assessed any dues.

Section 2
New Members – The Executive Director shall estimate the dues for a new Full Member and prorate a portion of the estimated dues for the remainder of its first fiscal year of membership and the new Full Member shall pay the estimated prorated dues in order to become a Full Member. For members other than new Full Members, dues are not estimated.  For all other classes of membership, there is no proration of dues for a partial year of membership.

Article V – Government & Management of the Association

Section 1
The government, supervision and control of the affairs of the Association shall be vested in a Board of Directors.  The Board of Directors shall have the authority to select and employ an Executive Director, one or more Lobbyists, and such staff as may be necessary for the Association.  In addition, the Board of Directors shall have the authority to contract for association-management services, lobbying services, or for any other such services as may be necessary.  In either event, responsible individuals shall be designated to serve in these capacities.

Section 2
Conflicts of Interest – All Directors and staff members shall avoid actual or possible conflicts of interest and shall disclose to the Board any conflict of interest upon learning of the conflict.  The minutes of such a meeting shall reflect that the Director disclosed a conflict and did not vote on the matter involved.

Section 3
Contracts – Any employment, management, or lobbying contract shall not exceed a three-year term.  Such contracts shall not have any auto-renew clauses included therein.  All such contracts shall be reviewed no less than every three years by the Ethics, Grievance, By-Laws, & Contracts Committee.  The Executive Director shall not serve on this Committee if their contract is subject for review.

Section 4
Fiscal Year – The fiscal year of the Association shall be from July 1 through June 30.

Section 5
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’s obligations shall be approved by the Treasurer and signed by the Treasurer and, if so determined by the Board of Directors, signed by both the Treasurer and Executive Director or other officer.  The Board of Directors may also determine to permit the Executive Director, as the only signatory on the check, to sign a check that is approved by the Treasurer if the amount of the check is less than the amount set by the Board of Directors.  If requested by the Board of Directors, the Executive Director 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/her duties. The premium for such bond shall be paid by the Association.

Article VI – Association Staff & Duties

Section 1
Executive Director/Association Manager(s) –The Executive Director/Association Manager(s) shall answer to the Officers and the Board of Directors and the Board of Directors shall instruct the Executive Director/Association Manager(s) as to his or her duties.  Under the direct supervision of the Officers and the Board of Directors, the Executive Director/Association Manager(s) shall be responsible for the management of the Association and the carrying out of the purposes and objectives for which the Association was formed.  Except as otherwise made expressly apparent by these Bylaws, the terms “Executive Director” and “Association Manager(s)” are used interchangeably in these Bylaws and have the same meaning.

The Executive Director/Association Manager(s) shall be an ex-officio member of all Committees, 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.  The Executive Director/Association Manager(s) 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/Association Manager(s) shall also record and maintain the minutes of the meetings of the Board of Directors.

The Executive Director/Association Manager(s) 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 Education & Public Relations Committee and approved by the Board of Directors.

The Executive Director/Association Manager(s) 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 Treasurer and/or the Board of Directors whenever called upon to do so.  He/She shall pay all valid invoices and claims against the Association.  He/She shall annually render a report of the accounts of the Association.  No person shall serve as Executive Director/Association Manager(s) and as a member of the Board of Directors at the same time.

Section 2
Lobbyist – The Board of Directors shall have the authority to select and employ a Lobbyist and such staff as may be necessary for this service, to contract for lobbying services, or to both employ and contract with Lobbyists.

Article VII – Board of Directors

Section 1
Qualification and Number of Directors – The immediate past-President shall automatically become an ex-officio member of the Board of Directors until the conclusion of the Annual Business Meeting the following year after leaving office, so long as this person is currently serving on a Member Board and is not currently serving a term on the Board of Directors.  Immediate past-Presidents serving as an ex-officio Director shall have all rights and privileges afforded to elected Directors.   Eight (8) Directors shall be elected by the members from the membership of the member boards; two from each of the four Districts of the Association and  four (4) Directors shall be elected by the membership from the General Managers employed by the Member Boards; one (1) from each of the four Districts of the Association.  Only Members of, and General Managers 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 General Manager employed by such Board, shall be eligible to serve on the Board of Directors at the same time.

Section 2
Terms – Directors shall serve a term of three years and can serve no more than two consecutive terms.  Each Director’s term of office shall expire at the third Annual Business Meeting that occurs after the director was elected; however, a Director shall continue to serve until his/her successor has been qualified and elected and provided that a Director who continues to serve in this capacity shall not be eligible to be appointed by the Board of Directors if they have reached their two consecutive term limit until after the next election cycle and a Director who continues to serve in this capacity shall not be eligible to be elected to a new term if they have reached their two consecutive term limit until the next election cycles.

Section 3
Authority – The authority of the Board of Directors shall be subject to the Articles of Incorporation and the By-laws of the Association.

Section 4
Filing for Office of Director – Any local ABC Board Member or General Manager 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 Association District, subject to the restrictions contained in Sections 1, 2, and 2.1 of this Article.  Any local ABC Board Member or General Manager 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 Executive Director of the Association on or before June 15 of the year in which the election is to be held.

Section 5
Elections Committee – On or before June 15, the President shall appoint an Elections Committee to supervise and conduct the elections held in conjunction with the Annual Meeting held in the current calendar year.  The Executive Director 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 emailed no later than 15 days prior to the Annual Meeting, shall include the candidate’s name, ABC Board, Association District, and a brief description of the candidate’s biographical information.  In the event that no one files for election in any District, the Elections Committee shall endeavor to recruit and nominate a candidate for such position.  These candidates, who have been recruited and nominated by the Elections Committee no later than seven (7) days prior to the start of the Annual Conference, will be placed on the ballot and not subjected to a floor nomination during the Annual Business Meeting.

Section 6
Election – Directors shall be elected at the Annual Business Meeting of the Association, one Board Member from each of the four districts of the Association, and two General Manager Members of the Board of Directors shall be elected to represent their respective districts.  Printed ballots shall be prepared by the Executive Director containing the names of the persons nominated as provided in either Section 4 or Section 5 of this Article, and providing space for the listing of the persons, if any, who are nominated from the floor at the Annual Business Meeting.  Write-in candidates are allowed for the election of Directors.  Each Association Member Board shall be entitled to vote for one candidate from each of the four Board Member Districts of the Association, and for two candidates from the appropriate General Manager districts of the Association.  After the votes have been cast, the Elections Committee and the Executive Director shall count the votes. The nominee from each of the four Board Member districts and from the appropriate General Manager districts of the Association who receives the highest number of votes shall be declared elected.

If three or more persons 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.

Section 7
Vacancies – The Board of Directors shall have the power to fill all vacancies on the Board of Directors.  Such vacancies must be filled from the Board or General Manager District in which the vacancy occurs.  Such vacancies shall be filled as soon as practicable after the vacancy occurs, but no longer than three (3) months; provided that the foregoing does not limit the Board of Directors’ authority to fill a vacancy after that time period in the event a meeting of the Board of Directors is not held within the three (3) month period.  The person filling such vacancies shall serve the remainder of the term vacated.  For purposes of this section, and for purposes of limits on consecutive terms, one-half or more of a term shall be considered one term.

Section 8
Good Standing and Termination – A Director’s term may be suspended and/or terminated upon the resignation of the Director, resignation of the Director’s local ABC Board as a member of the Association, failure of the Director’s local ABC Board to pay dues, death, or expulsion from membership for violation of the bylaws, ABC Ethics Guidelines, or for the commission of any act deemed by the Board of Directors as injurious to the reputation and standing of the Association or ABC System, or for no cause whatsoever.  No Director shall be expelled without a two-thirds vote of the Full Members present and voting at a duly called meeting.

Section 9 
Board of Director Attendance Policy and Authority to Remove Director -   The Board of Directors may remove a Director from office for the Director’s failure to attend more than two (2) consecutive in-person Board meetings without a prior excusal from such meeting.  Any prior excusal shall only be issued by the President, for good cause shown, and any prior excusal shall be noted during the Board Meeting and made a part of the minutes of the meeting.  The Board of Directors may remove such a Director only upon a majority vote of the total number of Directors then in office.  The meeting notice for any meeting of the Board of Directors at which a Director may be removed pursuant to this paragraph shall state that one of the purposes of the meeting is to consider and take action on the removal of the named Director for failure to attend Board of Directors’ meetings.  This paragraph shall only apply to Directors elected after the amendment of the Bylaws to include this paragraph. 

Article VIII – Officers & Duties
Section 1
Officers – Officers of the Association shall be President, Vice-President, and Treasurer.  Any member of the Board of Directors may serve as an Officer of the Association.

Section 2
Qualification – Persons seeking the office of President, Vice-President, or Treasurer shall be selected from the Board of Directors and only Directors representing Full Members that are in good standing may serve as Officers of the Association; provided that, notwithstanding the foregoing or any other provision of these Bylaws, the person serving in the office of President continues to be eligible to serve as President and as a director if during the term of office as President, that person no longer serves as a member of the board of a Full Member .  Only elected members of the Board of Directors may serve as an Officer of the Association.

Section 3
Nomination and Election of Officers – At the Annual Board of Directors meeting, immediately following the Annual Business Meeting, the Executive Director will open the meeting and preside over the election of new Officers.  Qualified Directors may be nominated for office by any member of the Board of Directors.  Candidates for each Office will be voted on by the Board of Directors and the winner will be determined by a simple majority.  In the event of a tie the winner will be determined by a coin flip.  Upon the election of the new Officers, the newly elected President will preside over the remainder of the meeting.

Section 4
Terms – Each Officer’s term of office shall be for one year and in any event shall expire at the conclusion of the first Annual Business Meeting after election.  No Officer shall serve more than two consecutive 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 Treasurer. A term of more than one half of a year (more than 180 days) is a term for purposes of these term limits.

Section 5
President – The President shall preside at all meetings of the Association and the Board of Directors.  The President shall be an ex-officio member of all committees.  The President shall have the authority usually vested in the executive officers of an association. 

Vacancy – In the event that the Office of President becomes vacant, the Vice-President shall become President.  For purposes of this section, and for purposes of limits on consecutive terms, one-half or more of a (more than 180 days) term shall be considered one term.

Section 6
Vice-President – In the President’s absence or inability to act, the Vice-President shall preside at all meetings of the Association and of the Board of Directors.  The Vice-President shall have the authority usually vested in the President.

Vacancy – In the event that the Office of Vice-President becomes vacant, a Director shall be nominated and elected by the Board of Directors to fill the vacancy pursuant to Section 3 of this Article.   Such vacancies shall be filled as soon as practicable after the vacancy occurs, but no longer than three (3) months; provided that the foregoing does not limit the Board of Directors’ authority to fill a vacancy after that time period in the event a meeting of the Board of Directors is not held within the three (3) month period. The person filling the vacancy shall serve the remainder of the term vacated.  For purposes of this section, and for purposes of limits on consecutive terms, one-half or more of a term (more than 180 days) shall be considered one term.

Section 7
Treasurer – The Treasurer shall provide regular oversight to the Executive Director/Association Manager(s) on all financial matters of the Association and shall approve all valid invoices and accounts payable.  The Treasurer shall annually render a report of the Association’s accounts to the Board of Directors.  The Treasurer shall serve as Chairperson of the Finance Committee. 

Vacancy – In the event that the Office of Treasurer becomes vacant, a Director shall be nominated and elected by the Board of Directors to fill the vacancy pursuant to Section 3 of this Article.  Such vacancies shall be filled as soon as practicable after the vacancy occurs, but no longer than three (3) months; provided that the foregoing does not limit the Board of Directors’ authority to fill a vacancy after that time period in any circumstance.  The person filling the vacancy shall serve the remainder of the term vacated.  For purposes of this section, and for purposes of limits on consecutive terms, one-half or more of a term (more than 180 days) shall be considered one term.

Section 8
Officer’s Good Standing and Termination – An Officer’s term may be suspended and/or terminated upon the resignation of the Officer, resignation of the Officer’s local ABC Board, failure of the Officer’s local ABC Board to pay dues, death, or expulsion from membership for violation of the bylaws, Chapter 18B of the North Carolina General Statutes or rules promulgated thereunder, ABC Ethics Guidelines issued by either the Association or the ABC Commission, for the commission of any act deemed by the Board of Directors as injurious to the reputation and standing of the Association or ABC System, or for no stated cause whatsoever.  No Officer shall be expelled, except for failure to pay dues, without a two-thirds vote of the Board of Directors present and voting at a duly called meeting. The meeting notice for any meeting of the Board of Directors at which an Officer may be removed pursuant to this paragraph shall state that one of the purposes of the meeting is to consider and take action on the removal of the named Officer.

Article IX – Meetings
Section 1
Annual Conference – The Annual Conference 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 the Annual Conference shall be given by the Executive Director in writing or electronically to all members as soon as feasible.    Electronic notice, as used in this Section means email transmitted to the Full Member’s general manager’s email address or to the email address for the Full Member as listed on the ABC Commission’s website, and, for all other members, to the email address provided from time to time by such member to the Association’s Executive Director. 

Section 2
Annual Business Meeting – The Annual Business Meeting of the Membership of the Association shall be held during the Annual Conference.  Notice of the time and place of such meeting shall be given by the Executive Director in writing or electronically to all Full Members as required by law.  Electronic notice, as used in this Section, means email transmitted to the Full Member’s general manager’s email address or to the email address for the Full Member as listed on the ABC Commission’s website, and, for all other members, to the email address provided from time to time by such member to the Association’s Executive Director.  Each Full Member, in good standing, shall be entitled to one vote at all meetings of the Members of the Association.

Section 3
Special Meetings – The Board of Directors shall, upon its own motion or upon the written request of ten percent (10%) of the Full Members, call a special meeting of the members of the Association by giving notice thereof to each Full Member as required by law.  Each Full Member, in good standing, shall be entitled to one vote at all meetings of the Members of the Association.

Section 4
Annual Meeting of the Board of Directors –The Annual Meeting of the Board of Directors shall be held immediately following the adjournment of the Annual Business Meeting of the Members of the Association, for the purpose of electing officers for the ensuing year.  Each Director who is present, either in-person or by telephone or video conference call, shall be entitled to one vote at all meetings of the Board of Directors.

Section 5
Regular Meetings of the 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 President. Each Director who is present, either in-person or by telephone or video conference call, shall be entitled to one vote at all meetings of the Board of Directors.  Notice of all regular meetings of the Board of Directors may be given to each Director by email transmitted to the email address provided by the Director to the Executive Director.

Section 6
Special Meetings of the Board of Directors – The President may, upon his own motion, or upon the written request of three members of the Board of Directors, call a special meeting of the Board of Directors by giving no less than three days written notice thereof to each member of the Board of Directors, except in the case of an emergency or other exigent circumstances that necessitates shorter notice. Notice of all special meetings of the Board of Directors may be given to each Director by email transmitted to the email address provided by the Director to the Executive Director.

Special meetings of the Board of Directors may be held by telephone or video conference call.  Each Director who is present, either in-person or by telephone or video conference call, shall be entitled to one vote at all meetings of the Board of Directors.

Section 7
Upon request of a member of the Board of Directors, the Executive Director 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 the Annual Conference of the Association. 

Section 8
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.

Section 9
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 Executive Director.

No member of the Board of Directors may be represented by proxy at any annual, regular, or special meeting of the Board of Directors.

Section 10
Order of Business – At all meetings of the Association, the order of business shall be at the discretion of the presiding officer.

Section 11
Rules – All meetings of the Association shall be conducted according to Robert's Rules of Order.

Section 12
General Managers Meeting - The general Managers' meeting is intended for attendance primarily by general managers and other staff of Member Boards. Board members of Member Boards are eligible to attend the General Manager' meeting only if they serve on the Board of Directors, serve on the Programs and Arrangements Committee, or if they are specifically invited by the Board of Directors. 

 

Article X – Committees & Duties

Section 1
Appointment of Committees – The President may appoint the following committees:

1. Finance Committee;
2. Ethics, Grievance, By-Laws, and Contracts Committee;
3. Membership Committee;
4. Education and Public Relations Committee;
5. Legislative Committee;
6. Programs and Arrangements Committee;
7. Efficiency Committee;
8. ABC 101 Committee;
9. President's Advisory Committee;
10. Elections Committee; and
11. Executive Committee

The President 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 members of all Committees, unless otherwise stipulated.  The President shall have voting privileges on all Committees.  The Executive Director shall have a voice in deliberations, but will not have voting privileges.  The President shall appoint a Chairperson and such additional committee members as the President determines.   Committee members shall be a member or employee of a Full Member.  Association business shall not be decided at the Committee level.  Committees shall make recommendations to the Board of Directors.  The Board of Directors shall have the ultimate authority to act on any Association-related matter, with or without committee input.

Section 2
Finance Committee – The Treasurer shall automatically be Chairperson of the 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.

Section 3
ABC 101 Committee – Members of the ABC 101 Committee shall endeavor to inform and educate civic leaders and the public about the function, benefit, and importance of the ABC system and the local ABC boards.

Section 4
Ethics, Grievance, By-Laws, and Contracts Committee – This Committee shall promote and encourage ethical conduct on the part of members of ABC Boards and their employees.  This Committee shall receive and investigate any and all grievances and complaints from any member as to another member relating to ethical conduct and shall report its findings to the President.  This Committee shall periodically review the Association’s By-Laws and shall recommend any suggested changes or additions to the President, who shall forward them to the Board of Directors for consideration.    If approved by the Board of Directors, such proposed changes shall be submitted to the Membership for approval or disapproval as provided in Article XI.  This committee shall review all proposals and actions related to contracts for administrative and operating purposes of the Association.  After reviewing and approving the documents, the findings are submitted to the Board of Directors for further action.

Section 5
Membership Committee – This Committee shall exert every effort to secure the affiliation with the Association of every ABC Board in North Carolina.

Section 6
Education & Public Relations Committee – This Committee shall be responsible for educating Association Members and the public about the North Carolina ABC System.  In addition, this Committee shall be responsible for compiling and sharing information to combat underage drinking in North Carolina with Association Members and the public.  This Committee, when authorized to do so by the Board of Directors, shall prepare, publish and release bulletins, public service announcements, or other forms of publications containing such news items, facts, figures and other material and information that might be of interest to the public.

Section 7
Legislative Committee – 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, and with study and investigation of recommendations, suggestions, changes or amendments in connection with the laws, rules and regulations affecting the ABC System in North Carolina . This Committee shall make its report and recommendations in connection therewith as may be requested of it by the Board of Directors.

Section 8
Efficiency Committee – The members of the Efficiency Committee shall, upon request, assist ABC Boards with suggestions and recommendations on how to improve their operations.

Section 9
Program & Arrangements Committee – This Committee shall recommend the date and place of regular annual meetings of the Association and shall be responsible for all arrangements for such meetings, including the program.  This Committee shall be authorized to make site visits on behalf of the Association so that this Committee can make recommendations to the Board of Directors concerning meeting and conference locations.  This Committee shall recommend the date and place of such meetings early enough so that its recommendation can be acted on in time to give as much notice of the meeting as possible to the members.

Section 10
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 this 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.

Section 11
The Executive Committee shall consist of the Officers of the Association.  The Executive Committee shall approve or deny all applications for members to the Association with the exception of Full Memberships and Honorary Memberships.

Article XI – Amendments
Section 1
These By-laws may be amended, altered or repealed by action by both (i) the Board of Directors, and by (ii) the lesser of two-thirds of the votes actually cast or a majority of the total votes entitled to be cast,  at any meeting of the members noticed for that purpose, 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 no fewer than 30 days nor more than 60 days before the meeting date if notice is provided electronically, and no fewer than 10 days nor more than 60 days before the meeting if notice is provided by first class mail, except as otherwise expressly permitted by law. 

Article XII – Other Associations
The Association may become a member of any partner association, with approval from the Board of Directors.  In addition, the Association shall retain membership in these associations until such time as the Board of Directors votes to cancel its membership.

Article XIII – Appropriate Conduct Expected of Meeting Attendees
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, General Managers, Board employees, and guests, shall at all times conduct themselves with appropriate decorum and propriety, and act in a proper, civil manner.

Article XIV – Removal for Good Cause Shown
A two-thirds (2/3) vote of all Members of the Board of Directors eligible to vote may remove or suspend any committee member with or without cause.

Article XV – Dissolution of the Association
Dissolution - In the event of dissolution of the Association, no director, trustee, officer, or other elected or appointed representative, or other private persons shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property which the Association receives from any source, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as the same now exists or the corresponding section of any similar law subsequently enacted, or shall be distributed to the federal government, or to a state or local government, for public purposes. The Board of Directors shall determine how the Association’s assets will be distributed pursuant to this Article.

Article XVI – Electronic Process
The Association shall be authorized to use electronic process to provide notice to all members and Directors and to receive electronic votes from members entitled to vote and from Directors, to the extent allowed by this Article  and authorized by law, and effective as to members who apply for membership or renew membership in the Association after the Bylaws are amended to include this Article who are deemed to have consented to the use of electronic process as provided in this Article by virtue of their membership.  This Article shall apply whether or not other provisions in the Bylaws specifically allow or provide for electronic process for notice of meetings or for voting transactions. The use of electronic mail ballots by members, the use of electronic transmission of written consents of all directors in lieu of a meeting, and the use of electronic transmission of written consents of all members in lieu of a meeting are each expressly permitted.  The Association shall maintain a list of all members and the email address provided by that member for the use of electronic process.  The Association shall be entitled to use the email address provided to it for use of electronic process until such time as the member provides notice of any change to the Association’s Executive Director.  A member may submit a written request that the Association not provide any notice or opportunity to vote to the member pursuant to electronic process sent first class mail to the Association’s Executive Director and such a member waives the right to notice of any meeting sent electronically and the right to vote on any matter when that vote is conducted by the use of electronic process; provided that any member who makes such a request and thereafter casts a vote pursuant to the use of electronic process shall be deemed to consent to the use of electronic process for that vote.  Notwithstanding any other provision in the Bylaws, the use of a proxy to vote by electronic process is not permitted.  The Board of Directors is authorized to adopt a web-based or other electronic-based method of voting which allows members to cast votes electronically, or may use email, among other methods.  Any electronic voting system (to be distinguished from a written ballot transmitted electronically) adopted by the Board of Directors may be used in conjunction with, but not in lieu of its regular annual meeting of the members, except where the Association is unable to conduct an in-person annual meeting of the members due to circumstances or causes beyond its control.  If electronic voting is to be utilized, the Board of Directors shall clearly identify in the meeting notice that electronic voting will be available, the method by which the member voting can access the voting option and cast the member’s vote, and the date and time by which the electronic voting option will close. For purposes of determining quorum, any votes cast electronically will count towards determining whether or not a quorum was present. The Board of Directors may take action by voting electronically as follows:  (i) written consent of all Directors to action without a meeting of all Directors may be obtained through the electronic submission of consent; (ii) any other action of the Board of Directors taken by electronic vote shall be ratified at the next Board of Directors meeting or otherwise ratified by written consent of all Directors to action without a meeting. This Article shall be interpreted to allow the use of electronic process to give notice and for voting by members to the fullest extent allowed by law, including without limitation the North Carolina Nonprofit Corporation Act and the North Carolina Uniform Electronic Transactions Act.

History Note:  Amended and Restated Bylaws pursuant to written ballot approval on May 21, 2021