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Created: Fri Sep 2 09:19:53 2005
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BYLAWS
OF
NATIONAL ASSOCIATION FOR COURT MANAGEMENT
(a Virginia nonstock corporation)
Amended July 2005
ARTICLE I
Mission/Vision and Goals
Section 1. Mission Statement. The mission of the National Association of Court
Management (NACM) is to develop proficient Court Managers with leadership
skills and a commitment to excellence, to support the independence and
interdependence of the judiciary with other branches of government, to provide
efficient and customer-oriented justice, and to promote partner-based research.
Vision Statement:
The National Association for Court Management will continue to be a global leader in the
achievement of an independent, interdependent, accessible and forward-looking Judicial
Branch that is committed to excellence. NACM will provide outstanding service to its
members through quality professional development, relevant publications, collegial
fellowship and opportunities to participate in the organization. The core values of
integrity, diversity, visionary leadership, innovation and collaboration will be reflected
throughout NACM
Section 2. Goals.
v Goal 1: Develop and improve leadership in all courts throughprofessional
development opportunities
v Goal 2: Promote the interdependence of court executive teams to
achieve independence and public accountability of courts
v Goal 3: Recognize the diversity of NACM's membership and encourage
fellowship, networking, and a sense of unity through participation
in the NACM board and other governance activities
v Goal 4: Increase public trust and confidence while enhancing access to
courts through community education and interaction
v Goal 5: Enhance and improve NACM communications media and related
activities
v Goal 6: Enhance NACM's organizational vitality through a continuing
review process
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ARTICLE II
Members
Section 1. NACA and NATCA Members. As of May 6, l985, the date of filing of the
Articles of Incorporation, all of the members in good standing of the NATIONAL
ASSOCIATION FOR COURT ADMINISTRATION and of the NATIONAL
ASSOCIATION OF TRIAL COURT ADMINISTRATORS shall be members of this
Association.
Section 2. Classes of Members. The corporation shall have the following classes of
members:
a. Regular Member. Any person who works in a court or government
setting; e.g., serving as clerk of court, court administrator or in any court
management, court education, court research or judicial officer capacity
may become a Regular member upon the payment of dues. Regular
members may vote, hold office, and serve on committees.
b. Associate Member. Any consultant or vendor, or other person that is
interested in the improvement of the administration of justice may
become an Associate member upon the payment of dues. Associate
members may serve on committees however, they shall not hold office
and shall not vote.
c. Student Member. Any person enrolled full time in a degree program in
the field of court administration, business administration, public
administration, law, criminal justice, or other related fields and not
presently employed full time in a court may become a Student member
upon the payment of dues. Student members shall not hold office and
shall not vote, but they may serve on committees.
d. Honorary Member. Any person in the field of court administration whom
the organization wishes to recognize for outstanding achievements may
become a member in this class. A person becomes an Honorary
member after nomination by a Regular member and a majority vote of
the Board of Directors. Honorary members may serve on committees
however, they shall not hold office and shall not vote. They shall not pay
dues.
e. Retired Member. Upon retirement from the judicial system, any Regular
member in good standing is eligible for this class of membership upon
the payment of dues. Retired members may vote and serve on
committees, but they shall not hold office.
f. Sustaining Member. Any person, or persons, firm, or corporation
interested in furthering the goals of this organization is eligible for this
class of membership. Sustaining members may serve on committees
however, they shall not vote, and shall not hold office.
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Section 3. Voting Rights. The right to vote shall be limited to Regular and Retired
members in good standing. Each Regular and Retired member shall be entitled
to one vote on each matter submitted to a vote of the members at any general
business meeting.
Section 4. Voting by Mail. Voting by mail (electronic or otherwise) shall be permitted only
at special meetings of members and only upon the matters for which the special
meeting is called. An appropriate ballot shall accompany the notice of the
special meeting. The ballot must be signed by a member eligible to vote and be
delivered to the Secretariat before or at the special meeting. Voting by proxy is
prohibited.
Section 5. Termination of Membership. The Board of Directors, by affirmative vote of
two-thirds of all of the members of the Board, may suspend or expel a member
for cause after an appropriate hearing, and may, by a majority vote of those
present at any regularly constituted meeting at which a quorum is present,
terminate the membership of any member who becomes ineligible for
membership.
Section 6. Resignation. Any member may resign by filing a written resignation with the
Secretariat, but such resignation shall not relieve the member so resigning of
the obligations to pay any dues, assessments, or other charges theretofore
accrued and unpaid.
Section 7. Reinstatement After Termination. Upon written request signed by a member
terminated pursuant to Article II, Section 5, and filed with the Secretariat, the
Board of Directors may, by the affirmative vote of two-thirds of the members of
the Board, reinstate such terminated member to membership upon such terms
as the Board of Directors may deem appropriate.
Section 8. Substitution of Membership. When public funds have been expended for
payment of dues for an individual and such individual leaves his or her position,
another person within the same court may become a member upon approval of
the Secretariat as directed by the Board of Directors.
Section 9. Dues. Annual dues for membership classifications shall be established by the
Board of Directors. Any member who fails to pay dues by the time of the annual
meeting shall not be entitled to vote and shall be dropped from the membership
roster until the indebtedness is paid. A special, group dues rate may be
established by a majority of the Board of Directors when two or more persons
from the same court jurisdiction or judicial district qualify as either Regular or
Associate members.
ARTICLE III
Meetings of Members
Section 1. Annual Meeting. The members of the Association shall meet annually at a time
and place designated by the Board of Directors. The selection of the site and of
the approximate date of the meeting shall be made and announced two years in
advance.
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Section 2. Midyear Meeting. The members of the Association may meet annually to
accommodate specific regional areas. The time and place will be designated by
the Board of Directors. The selection of the site and of the approximate date of
the meeting shall be made and announced two years in advance.
Section 3. Special Meeting. A special meeting of members may be called by the
President with the approval of the Board of Directors and shall be called by the
President upon the written demand of a majority of the members eligible to vote
of the Association. No matter shall be considered at a special meeting unless it
is stated in the notice of the meeting.
Section 4. Notice of Members' Meetings. Written notice stating the place, day and hour
of any meeting of members and, in case of a special meeting, the purpose or
purposes for which it is called, shall be mailed to each member not less than
thirty (30) and not more than fifty (50) days in advance of such meeting.
Section 5. Quorum and Action.
a. At the annual meeting of members, a quorum shall consist of one tenth
(1/10) of the members who are registered at the conference and are
eligible to vote. Members must be present to vote.
b. At any special meeting of members a quorum, present or voting by mail,
shall consist of a majority of all members eligible to vote at the meeting.
c. All elections and all other matters voted on at any meeting of members
at which a quorum is present shall be determined by a majority of those
eligible to vote who are present in person or, at a special meeting, by
mail-in vote; except that amendment of the Articles of Incorporation shall
require the vote of more than two-thirds of those eligible to vote who are
present in person or by mail-in vote at the meeting.
ARTICLE IV
Officers
Section 1. Officers, Election and Term. The officers shall be: President, President Elect,
Vice President, Secretary/Treasurer, and Immediate Past President. All officers
shall be elected at the annual meeting of members. They must be Regular
members of the Association. Their terms of office shall be one year,
commencing at the close of the annual meeting at which they are elected and
ending at the close of the following annual meeting.
Section 2. Vacancies. Should a vacancy occur in any office except that of President, the
Board of Directors, by majority vote, shall appoint a Regular member to
complete the unexpired term. Should a vacancy occur in the office of President,
the President Elect shall succeed to the presidency, complete the unexpired
term, and be eligible for election to his or her own term as President.
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Section 3. President. It shall be the duty of the President to preside at annual or special
meetings of the Association and of meetings of the Board of Directors; to
appoint committees as set forth in Article VII; and to carry out the purposes of
the Association.
Section 4. President Elect. It shall be the duty of the President Elect to assist the
President in the discharge of his or her duties and, in the President's absence,
to assume the full responsibilities of that office.
Section 5. Vice President. It shall be the duty of the Vice President to assist the President
Elect in the discharge of his or her duties and, in the absence of the President
Elect, to assume his or her full responsibilities and duties, as well as those
pertaining to the office of President should the necessity arise.
Section 6. Secretary/Treasurer. It shall be the duty of the Secretary/Treasurer to make a
record of the proceedings of the Association's annual meeting; to advise the
President of all official correspondence received addressed to the Association;
to prepare and send all correspondence on behalf of the Association when so
directed by the President or by the Board of Directors; to assure that corporate
reports required by state and federal statutes are prepared and filed; to assure
that an accurate record of the membership of the Association is kept; to assure
that certificates are furnished to new members of the Association upon receipt
of their application and dues; to review all financial reports prepared by the
Secretariat and report any discrepancies to the Secretariat and the President; to
ascertain that all funds of the Association are deposited in the name of the
Association, in a bank designated by the Board of Directors; to provide that a
financial report is presented at the annual meeting showing all monies on hand
at the beginning of the new term, monies received and expended, from who and
for what, during the past term; and in all ways to assist the President and other
officers of the Association in the discharge of their duties.
Section 7. Immediate Past President. It shall be the duty of the Immediate Past President
to assist the President during the transition period and to serve as an advisor
throughout the term of the President. The Immediate Past President shall also
chair the Nominations Committee and the Past Presidents Committee.
ARTICLE V
Board of Directors
Section 1. Management.
a. The Board of Directors shall supervise the affairs of the Association and
shall take measures for its growth and to carry out its purposes. The
Board of Directors shall transact all business of the Association
between annual business meetings and shall report thereon at the
annual meeting of members.
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b. Unless otherwise directed by the membership, items in which the Board
has full authority to act on behalf of the Association include, but are not
limited to, the following:
· Program plans and budgets;
· Position statements; and
· Applications for grants and contracts.
c. The Board of Directors shall present the previous year's budget with
amendments to the membership at each annual meeting.
d. The Board of Directors shall adopt a budget for the forthcoming fiscal
year prior to the commencement of such fiscal year.
Section 2. Number and Terms. The Board of Directors shall consist of Directors and
Officers:
Directors: Ten Regular members, to be elected by the members at annual
meetings, to serve staggered three-year terms, from each of the following
categories:
· Urban Court Director (1): One member working in a court serving a
population area in excess of 100,000 people.
· Rural Court Director (1): One member working in a court serving a
population area less than 100,000 people.
· Elected Court Director (1): One member who is employed in a court as
a direct result of winning a contested or uncontested election in a
jurisdiction wherein he or she is to be employed.
· Appointed Court Director (1): One member who is employed in a court
or jurisdiction as a result of being designated or named to the position.
· Large Court Director (1): One member who is employed in a court or
jurisdiction that has in excess of five (5) full-time judges.
· Small Court Director (1): One member who is employed in a court or
jurisdiction that has five (5) or fewer full-time judges.
· General Jurisdiction Court Director (1): One member who is
employed in a court that is defined by the laws of that state as a court
of general jurisdiction.
· Limited Jurisdiction Court Director (1): One member who is employed
in a court that is defined by the laws of that state as a court of limited
jurisdiction.
· At Large Director (2): Two regular members.
The following four classifications of Directors shall be elected in 2001 and every
three years thereafter:
Urban
Rural
Elected
Limited
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The following three classifications of Directors shall be elected in 2002 and
every three years thereafter:
Appointed
General
At Large (No. 1)
The following three classifications of Directors shall be elected in 2003 and
every three years thereafter:
Large
Small
At Large (No. 2)
The Large and Small Court Directors who are elected in 2000 shall serve three -
year terms.
Officers: The five officers are President, President Elect, Vice President,
Secretary/Treasurer, and Immediate Past President.
Section 3. Terms.
a. Directors shall serve three-year terms or until their successors are
elected. Officers shall serve during their terms as officers or until their
successors are elected.
b. Directors shall take office immediately after the conclusion of the annual
meeting at which they are elected.
c. No Director may serve consecutive terms as Director, except when he
or she has been appointed to complete the unexpired term of a vacated
position.
Section 4. Vacancies.
a. A vacancy in the Board of Directors shall be deemed to occur upon the
resignation, permanent disability, retirement, termination of membership
in the Association, or death of a Director or Officer. Should
circumstances require, the Board of Directors, by majority vote, shall
determine when a directorship is vacant.
b. Any vacancy on the Board of Directors (except a vacancy in the office
of President) may be filled by the affirmative vote of a majority of the
remaining Directors. Persons so appointed shall serve until the next
annual meeting.
Section 5. Change in Number of Directors.
The number of Directors may be changed only by amendment of the Articles of
Incorporation. No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent officer or Director.
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Section 6. Board of Directors Meetings.
a. The Board of Directors shall hold four regular meetings in each
conference year: one regular mid-year meeting at the call of the
President, on not less than thirty (30) days notice at the site of the next
scheduled annual conference; a second regular mid-year meeting
immediately prior to and in conjunction with the mid-year conference,
without notice; and two regular meetings, one immediately prior to, and
one immediately following, the annual meeting of members, without
notice.
b. Special meetings of the Board of Directors shall be held at the call of the
President or at the written request of a majority of the members of the
Board, on ten (10) days notice.
c. Written waivers of notice, whether signed before or after the time stated
therein, shall be the equivalent of notice. The attendance of a Director
at a meeting waives notice of the meeting unless the Director attends for
the express purpose of objecting that the meeting was not duly called or
convened.
d. A majority of the entire Board of Directors shall constitute a quorum.
Action of the Board of Directors shall require the affirmative vote of a
majority of those present at any properly constituted meeting at which a
quorum is present, except where more than the vote of a majority of a
quorum is required by these Bylaws. Action without a meeting may be
taken by the signed consent of all Directors. Directors may participate in
a meeting by means of a conference telephone call, and such telephonic
participation shall constitute presence in person at such meeting.
ARTICLE VI
Secretariat
Section 1. The National Center for State Courts shall act as Secretariat for the Association
at the pleasure of the Board of Directors. While so acting, it shall be the primary
staff resource to the Board of Directors and the Association. The National
Center staff member assigned to the Board of Directors, with the Board's
approval will, at the direction of the President, prepare agendas, coordinate
meeting preparations, assist the Secretary/Treasurer in the preparation and
distribution of meeting minutes and the record of proceedings, evaluate site
locations and facilities, prepare financial reports, and guide the preparation of
concept, position, and policy papers and documents.
ARTICLE VII
Committees
Section 1. The Association has Permanent Committees, Standing Committees and
Special or Ad Hoc Committees that are managed by and report to the Board of
Directors.
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Section 2. The Permanent Committees of the Association are those necessary for the
continued operation of the organization:
a. Executive Committee which is comprised of Officers of the organization
and can be delegated to act for the Board of Directors between meetings
of the Board. The Executive Committee shall be consulted in the
formation of Special or Ad Hoc Committees.
b. Nominations Committee which is chaired by the Immediate Past-
President and shall consist of the chair and four (4) regular members
eligible to vote appointed by the President. The Nominations Committee
is responsible for selecting and presenting nominations for officers and
directors of the Association at the annual meeting.
c. Planning Committee which is chaired by a member of the Board of
Directors selected by the President. The regular members of the
Planning Committee are appointed by the President in consultation with
the committee chair. The Planning Committee is responsible for
maintaining and updating the Association's By-Laws, Articles of
Incorporation, Operations and Procedures Manual and Strategic Plan.
Section 3. The Standing Committees of the Association are those which are designed to
provide an enduring service to enable the purpose of the organization. Each of
these committees shall be reviewed every three years to determine whether its
purpose(s) are consistent with the Strategic Plan. The work of the committee(s)
shall be reviewed to determine whether the committee(s) should continue. The
Board of Directors may create or eliminate a standing committee at any time
and need not wait for the next formal review. Specific standing committees
shall not be mandated by the Bylaws.
Section 4. Whenever deemed necessary by the Board of Directors or President, the
President may appoint Special or Ad Hoc Committees to carry out the
purposes of the Association. The President shall appoint a chair and members
of each such committee. The members of such committees shall be from the
membership classes which can serve on committees. These committees shall
not continue beyond 18 months from their creation. When formed, their
purpose and objectives should be clear and in a written form.
ARTICLE VIII
Chapters
Section 1. Chapters are authorized and may be constituted by Regular members of the
Association upon application to and approval by the Board of Directors.
ARTICLE IX
Resolutions
Section 1. To be considered by the Association, any proposed substantive resolution must
be sponsored by a member. The member shall submit the resolution, in writing,
with a brief statement of purpose and explanation, to the President. The
President shall refer any resolution either to the Board of Directors or to an
appropriate standing committee for review and recommendation. The report and
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recommendation of the Board or committee shall be presented for vote to the
membership at the annual meeting.
ARTICLE X
Parliamentary Procedures
Section 1. Robert's Rules of Order, Revised, shall govern the conduct of all business
meetings except as may be otherwise provided in the Articles of Incorporation or
the Bylaws.
ARTICLE XI
Newsletter
Section 1. The Association shall publish a newsletter. The title shall be selected by the
Board of Directors. The newsletter shall be the official publication of the
Association.
Section 2. The Board of Directors shall establish and be responsible for the policies and
procedures under which the newsletter shall be published.
ARTICLE XII
Contracts, Checks, Deposits, Funds, Gifts, and Sponsorships
Section 1. Contracts. The Board of Directors may enter into any contract or execute and
deliver any instrument in the name and on behalf of the Association, and such
authority may be general or confined to specific instances.
a. Contracts may be subject to solicitation for bids, review of bids
submitted, and selection of the vendor.
b. The Board will authorize contracts through a vote of the entire Board and
inform the general membership at the next annual business meeting.
c. Board members will disclose any relationship(s) known to them that they
may have with any bidding vendor, and recuse themselves if they
believe that a conflict of interest exists or is perceived.
d. Contracts will be for a specified period of time to provide for regular
review and renewal of services.
Section 2. Checks, Drafts, and Financial Instruments. All checks, drafts, or orders for
the payment of money, and all notes or other evidences of indebtedness issued
in the name of the Association, shall be signed by such officer or officers, agent
or agents of the Association and in such manner as shall be determined by
resolution of the Board of Directors or by these Bylaws. In the absence of such
determination by the Board of Directors, such instruments shall be signed by
two of the three following officers: President, President Elect, Secretary/
Treasurer.
Section 3. Expenses. All Association expenditures must be authorized in and consistent
with the annual operating budget approved by majority vote of the Board of
Directors, except that the President may approve any non-budget item expense
up to $1,000 per item and up to $3,000 per year. Non-budget items costing
over $1,000 must be approved by a majority of the Board of Directors.
10
Section 4. Deposits. All funds of the Association shall be deposited to the credit of the
Association in such banks, trust companies, or other depositories as the Board
of Directors may select.
Section 5. Investments. The Board of Directors shall adopt and periodically review a
Policy governing the investment(s) of Non-Operating Reserves on a regular
basis. The Secretary/Treasurer shall report on the investment(s) and its (their)
performance to the Board of Directors on a regular basis.
Section 6. Gifts. The Board of Directors may accept, on behalf of the Association, any
contribution, gift, bequest, or devise for the general purposes or for any special
purpose of the Association.
Section 7 Sponsorship. The Board of Directors may solicit for, and accept, on behalf of
the Association, financial sponsorship for designated functions and work
products of the Association. Such sponsorship will contain specific limitations
on the use of the funding and the expectations of the sponsor. Such
sponsorship agreements will be made available as part of the written report of
the Board to the general membership at the annual business meeting.
ARTICLE XIII
Books and Records
Section 1. The Association shall keep correct and complete books and records of accounts
and shall also keep minutes of the meetings of members and of the Board of
Directors. It shall keep at its registered office in Virginia a record giving the
names and addresses of the members entitled to vote. All books and records of
the Association may be inspected by any member, or his or her agent or
attorney, for any proper purpose, at any reasonable time.
Section 2. Following the election at the annual business meeting, the newly elected
President shall inform the Secretary/Treasurer to submit to an annual audit by a
Certified Public Accountant (CPA). The Secretary/Treasurer shall report the
findings of the audit to the President who shall review the audit with the
Secretary/Treasurer. The Secretary/Treasurer shall then report the findings of
the audit at the next Board Meeting.
ARTICLE XIV
The Name and Seal of the Association
Section 1. The Association seal shall be in such form as shall be approved by resolution of
the Board of Directors. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced. The seal may be affixed and
attested to by the Secretary/Treasurer or any duly authorized agent, for the
authentication of contracts or other papers requiring the seal.
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Section 2. Any outside organization or individual requesting to use the Association's name
as an endorsement, shall submit a written request to the President who shall
recommend action to the Board. Approval shall be by a majority vote.
ARTICLE XV
Fiscal Year
Section 1. The fiscal year of the Association shall begin on January 1 of each year and
end on December 31 of the same year.
ARTICLE XVI
Amendments
Section 1. Amendment of Articles of Incorporation. In order to amend the Articles of
Incorporation of the Association, the Board of Directors shall adopt a resolution
setting forth the proposed amendment and directing that it be submitted to a
vote at an annual or special meeting of members. Notice setting forth the
proposed amendment or a summary of the changes to be effected thereby shall
be provided to the membership at least thirty (30) and not more than ninety (90)
days in advance of the meeting. The amendment shall be adopted upon
receiving more than two-thirds of the votes which members present at the
meeting (and members represented by mail vote in the case of a special
meeting) are entitled to cast.
Section 2. Amendment of Bylaws
a. These Bylaws may be amended only by a two-thirds vote of the
members entitled to vote who are present at the annual or special
meeting.
b. Notice setting forth the proposed amendment shall be provided to the
membership at least thirty (30) days and not more than ninety (90) days
in advance of a meeting.
c. Members may submit proposed changes to the Bylaws to the President
or to any member of the Board of Directors at least ninety (90) days prior
to the annual meeting.
d. Any amendment shall be in full force and effect immediately upon its
adoption at the annual or special meeting unless otherwise provided.
e. All amendments to the Bylaws shall be discussed by the Board at its
regularly scheduled meeting prior to the annual meeting.
Recommendations will be announced to the membership by the Board
for approval or disapproval of said amendments.
7/14/2005
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