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BY-LAWS of NSA/Carolinas, INC.

The following shall constitute the By-Laws of NSA/Carolinas, Inc., hereinafter called "the Corporation."

ARTICLE I – PURPOSE

Section 1. The purpose and objectives of the Corporation shall be:

(a) To increase the quality, integrity and visibility of the speaking professional.

(b) To provide members and others with opportunities for dialogue, education, advancement, and improvement in all aspects of the speaking profession through meetings, seminars, communications, publications, and other programs and activities.

(c) To promulgate policies and conduct activities for the betterment of all those involved in some aspect of the speaking profession, provided that all policies and activities of the Corporation be consistent with applicable federal, state and local anti-trust, or other legal requirements, and the tax exemption requirements that the Corporation not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

ARTICLE II - MEMBERSHIP

Section 1. A member shall be a person actively engaged in or related to the field of public or professional speaking or training.

Section 2. Each member in good standing shall have a vote and full membership rights

Section 3. Classes of Membership

There shall be three classes of membership consistent with the Bylaws of the National Speakers Association:

1.1 Professional Member

1.2 Member

      1. Bureau/Affiliate

Section 4. Professional

Professional membership in this Chapter shall be granted by the Chapter Board of Directors to individuals who are Regular members of the National Speakers Association or who meet the requirements for such membership.

Section 5. Member

Member category in this Chapter shall be granted by the Chapter Board of Directors to individuals who are associate members of the National Speakers Association, or who meet the requirements for such membership.

Section 6. Bureau/Affiliate

Vendor membership in this Chapter shall be granted by the Chapter Board of Directors to individuals who are Affiliate members of the National Speakers Association, or who meet the requirements for such membership.

Section 7. A member in good standing shall be all of the following:

    1. One who meets the requirements of membership as specified in Section 1 of this Article II.

    2. One whose dues are fully paid for the current year.

    3. One whose dues are fully paid for the current year in the National Speakers Association.

Section 8. Any person desiring membership shall fill out the prescribed application form and submit it to the Secretary of the Corporation. Such application shall be subject to consideration by the Board of Directors in accordance with Section 1 of this Article II and Board may accept or reject such application.

Section 9. A member who wishes to resign from the Corporation shall do so by writing a letter of resignation to the Secretary. Any member who fails to maintain good standing in the Corporation or the National Speakers Association, Inc. shall have their membership terminated by appropriate action of the Board of Directors.

Section 10. The property of the members shall be exempt from execution for the debts of the Corporation and no member shall be liable or responsible for the debts or liabilities of the Corporation.

Section 11. The Board of Directors of the Corporation may, by the affirmative vote of not less than two-thirds (2/3) of the members thereof, expel any member who shall have violated or refused to comply with any of the provisions of the Articles of Incorporation or these By-Laws or any rules or regulations adopted from time to time by the Board of Directors. Any member expelled may be reinstated as a member by a vote of the members at any annual or special meeting of the members. The action of the members with respect to any such reinstatement shall be final.

Section 12. Termination of membership in any manner shall operate as a release of all right, title and interest of the member in the property and assets of the Corporation; provided, however, that such termination of membership shall not release the member from the debts or liabilities of such member to the Corporation.

ARTICLE III – OFFICERS

1.2 The President-Elect shall be an ex-officio member of all committees and shall assist the President in the administration of the business of the Corporation. The President-Elect shall act for the President in his absence at all meetings of the Corporation, of the Board of Directors and of the committees. In the event of the resignation, incapacity, or death of the President, the President-Elect shall become President for the remainder of that term of office. In the event that the President-Elect is unwilling or unable to assume the duties of the office of President, the Vice President – Membership shall assume the duties. In the event that the Vice President – Membership is unwilling or unable to assume the duties of the office of President, the Board of Directors shall elect a new President who shall serve for the remainder of that term of office. The President-Elect shall be responsible for the Speakers School.

1.5 The Secretary shall be responsible for keeping all records of the Corporation and of the Board of Directors. He shall be responsible for communications with members, notice of meetings, and correspondence on behalf of the Corporation as directed by Board Policy. The Secretary shall deliver records to the incoming Secretary upon retirement from office. The Secretary shall present minutes of meetings for review and approval.

    1. The Treasurer shall collect all dues and assessments, shall make all disbursements, and shall keep such financial records as may be required by the Board of Directors. The Treasurer shall submit financial records for audit, when required, by the Board of Directors and shall deliver them to the incoming Treasurer upon retirement from office. He shall furnish financial reports to the membership at regular meetings as directed by the Board. The Treasurer shall ensure that membership dues are billed in a timely manner.

ARTICLE IV –BOARD OF DIRECTORS

Section 1. The Board of Directors shall consist of the officers of the Corporation, the immediate past President, and two additional Directors – a one (1) year and a two (2) year Director.

Section 2. The duties of the Board of Directors shall be as follows:

    1. To determine the policies of the Corporation within the limits prescribed by the Constitution and By-Laws of the National Speakers Association.

    2. To counsel the President in the conduct of the office.

    3. To make such provision for the auditing of corporate records as it may deem proper for the protection of the funds and of the purpose of the Corporation.

    4. To fill a vacancy occurring during the term of any officer or Director of the Corporation by electing another CSA member to serve for the unexpired portion of the term, except that a vacancy in the office of President shall be filled as provided by Article III, Section 3, Sub-section (c).

Section 3. The Board of Directors shall meet at the call of the President or upon a written request addressed to the Secretary by any three members of the Board.

Section 4. Any member who is absent from two (2) regularly scheduled Board Meetings during any CSA fiscal year shall be deemed to have resigned from the position. At any meeting where it is determined that a resignation due to absence has occurred, the presiding officer shall announce a vacancy to the Board and fill such vacancy in accordance with Section 2, Sub-section (d).

ARTICLE V – MEETINGS

Section 1. Regular meetings of the Corporation shall be held the second Saturday in January, April, June, September, and Speakers School in November, except for holiday weekends when the meeting shall be held on the third Saturday. National Professional Speakers Day will be held in April. A Speakers School will be held the first Friday night and Saturday in November. These times may be changed as determined by the Vice President of Programs or by a majority vote of the membership.

Section 2. Twenty-five percent of the membership shall constitute a quorum.

ARTICLE VI – ELECTION OF OFFICERS

Section 1. The officers of the Corporation, with the exception of President and President-Elect, shall be nominated and elected at a regular meeting of the members no later than May 31st from a slate presented by the Nominating Committee and/or by nomination from the floor and shall assume their respective offices on the first day of June. The position of President shall be filled by the immediate past President-Elect. The Nominating Committee will have the slate of nominees prepared for release to the membership by March 31. The slate of nominees shall be published in the Chapter newsletter announcing the spring meeting. The office of President-Elect shall be filled by the majority vote of the Board of Directors, who by March 31st of each year shall nominate and elect a member of The Corporation to serve a one-year term as President-Elect, the term of office to begin on June 1st.

Section 2. No person may serve as President-Elect who has not had at least two (2) years prior experience as a Board Member of the Corporation.

ARTICLE VII – COMMITTEES

Section 1. The President shall, before his or her first formal meeting, appoint the Chairperson for those committees that the Board of Directors has deemed necessary to effectively operate the Corporation.

ARTICLE VIII – FISCAL YEAR

Section 1. The fiscal year of the Corporation shall begin on the first day of November and end the last day of October each year.

ARTICLE IX – DUES

Section 1. The dues shall be as set by the Board of Directors for the Corporation. The dues are entirely for the use of the Corporation and are to be paid in addition to the dues of the National Speakers Association, Inc. The method of payment of dues shall be as set by Board Policy and approved by the National Speakers Association.

ARTICLE X – PARLIAMENTARY PROCEDURES

Section 1. Parliamentary procedures in all meetings of the Association shall be in accordance with Robert’s Rules of Order.

ARTICLE XI – BY-LAWS

Section 1. By-Laws and standing rules may be adopted, amended, or repealed at any regular meeting of the Board of Directors by a two-thirds vote of those present, with the exception of any changes which might affect adversely, the National Speakers Association.

Section 2. The membership may amend the By-Laws by a majority vote provided changes are not in conflict with the requirements of a Chapter set forth by the National Speakers Association.

Section 3. Proposed amendments under Section 2 must be submitted, in writing, to the Secretary of the Corporation, at least three weeks before the next regular meeting. The Secretary shall immediately mail a copy to each member. The proposal shall be read at the next meeting.

Section 4. The vote shall be by ballot at a regular meeting or by mail.

ARTICLE XII – DISSOLUTION

Section 1. The corporation may be dissolved by approval of a majority of its then active members at a regular or special meeting. Reasonable notice of any motion to dissolve shall be given by the Secretary to all members prior to the vote on the matter of dissolution. If the Corporation shall be dissolved, the payment of all debts and liabilities shall be made and the remaining funds shall be denoted to any corporation, association or organization which is exempt for income tax purposes under the Internal Revenue Code Section 501 (c) (3). In no event shall any benefit inure to a private member or individual.

Section 2. In the event of dissolution under Article XII, Section 1, the officers of the Association by majority vote shall designate what organization or organizations shall receive the remaining funds.

Revised 6/7/02