NDPDA Constitution

North Dakota Powersports Dealers Association Constitution

Article I: North Dakota Powersports Dealers Association

1.01 The name of the organization is North Dakota Powersports Dealers Association and the official acronym for the organization shall be NDPDA.  It shall be incorporated as a nonprofit corporation under the laws of North Dakota.

Article II: Offices

2.01 The principal office of the organization shall be in Mandan, ND.

Article III:  Purposes

3.01 This organization shall not, except to an insubstantial degree, engage in any activities that are not in the furtherance of the purposes stated in this section.

3.02 The organization is formed for the purpose of assisting and engaging in all activities which serve social welfare purposes, which are permitted by the Act, and which are permitted to be carried on by an organization exempt from Federal taxation under the provisions of section 501 (c)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued pursuant thereto, as amended (the “Regulations”), or the corresponding provisions of any subsequent Federal tax laws.

Article IV:  Policy & Dedication of Assets

4.01 The official policy of the NDPDA shall be determined by the Representative Assembly meeting at the annual meeting of the corporation or any special meeting of the assembly.  Membership in the Representative Assembly will be made up of the representatives from qualifying powersport dealers or associate members.  The official policy of this organization as determined by the Representative Assembly shall be implemented by the Board of Directors.

4.02 The properties and assets of the NDPDA are irrevocably dedicated to charitable, scientific and educational purposes.  No part of the net earnings, properties, or assets of this organization, on dissolution or otherwise, shall incur to the benefit of any private person or individual, or any member or trustee of this association.

4.03 Upon the dissolution of the NDPDA, the board of directors shall, after paying or making provision for the payments of all of the liabilities of the association, dispose of all of the assets of the association to one or more organizations officially established exclusively for charitable, scientific, or educational purposes as shall at the time qualify as exempt organizations under Internal Revenue Code Section 501 (c) (3) (or the corresponding provision of any future United States Internal Revenue Law), as the membership shall determine.

Article V:  Members

5.01 There shall be two classes of membership in this association:  business and associate.  Business members are licensed powersports dealers that belong to the North Dakota Powersports Dealers Association through application and payment of annual membership dues.  A licensed powersport dealer has paid the required fees to the North Dakota Department of Transportation and is registered with the state.  Associate members are associations, organizations or departments managing and supporting motorized recreation that belong to the North Dakota Powersports Dealers Association by submitting application and payment of annual dues. 

5.02 All memberships shall be annual upon submission of application and the annual dues as established in Article XVI.  Members shall have voting representation at meetings of the members according to the voting rights set forth in Article XV of the Bylaws. 

5.03 The membership shall terminate upon the occurrence of any of the following events:
a. The resignation of the member.
b. The failure to pay dues within the time set forth by the Board of Directors.
c. The determination by the Board of Directors or a committee designated to make such determination that the member has failed in a material and serious degree to observe the rules of conduct governing membership in this organization.
1. It is impossible to establish a written policy for every possible situation that may arise.  The Board of Directors will have final say regarding possible situations that may arise that do not have rules established in a written policy.
                                                                                                                                   
5.04 No member may transfer for value a membership or any right arising from it. 

Article VI:  Meetings of Members

6.01 Meetings of the membership shall be held at any place designated by the board of directors.  Regular general membership meetings shall be held as established by the board and approved by the membership.  One-third (1/3rd) of the eligible voting delegates shall constitute a quorum for the transaction of business at a meeting of the members.

6.02 One-third (1/3rd) of the eligible voting delegates shall constitute a quorum for the transaction of business at a meeting of the members.  The members present at any duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum. 

6.03 There shall be an annual meeting of the corporation to be held the third Wednesday in September, for the purpose of electing officers, establishing policy and conducting the official business of the corporation.  The board of directors may fix another date and place for such meeting if the members are notified not less than ten days before the said meeting. 

6.04 A special meeting of the members may be called by any of the following:
a. The board of directors;
b. The president; or
c. Five percent (5%) or more of the membership provided that in all cases not less than three (3) weeks notice shall be given to all members of such special meeting.

6.05 Any members meeting may be adjourned from time to time by the vote of a majority of the members represented.

6.06 Notice of a meeting shall be deemed given to any member who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

6.07 Guests are permitted to attend two meetings without paying dues.

Article VII:  Directors
 
7.01 The Board of Directors shall include one President, one Vice President and six Directors; with at least one Director elected from each of the four geographic regions (defined in Article XIII) of the state by a caucus of powersports dealers within each region.  Licensed powersports dealers are classified as the Directors of the organization with the business providing a representative for the meetings.  The representative will receive voting rights while participating in meetings.  The Directors will be elected for two-year terms, provided that two directors from each region are elected annually.  All Director positions are eligible for re-election. 

7.02 The Board of Directors shall meet as needed (with a minimum of three times per year from January through December), at such time and place as shall from time to time be determined by the Board of Directors. Special meetings may be scheduled as needed and called by the President. 

7.03 A majority (half plus one) of the Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors.

7.04 The business and affairs of this organization shall be conducted, and all the powers shall be exercised, by or under the direction of a Board of Directors. The Directors shall hold voting power on all issues brought before the association.

7.05  The Directors shall communicate with the powersports dealers in their respective regions, they shall keep the membership informed about activities in their regions, and they shall make themselves available to service powersports dealers in their areas.

7.06 Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to:
a. Select and remove all officers, agents and employees of the organization; prescribe any powers and duties for them that are consistent with the law, and with the bylaws and this constitution; and fix their compensation;
b. Change the principal office from one location to another, and designate any place for the holding of any meeting;
c. Designate the officers who may act as signatories of the organizations accounts, records, filings and the like.

7.07 A vacancy in the Board of Directors can be created by one of the following:
a. The death, resignation, or removal of any director (s);
b. The declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of the court; convicted of a felony; or
c. The vote of a majority of the Board of Directors to remove a Director.
d. The majority of membership voting by secret ballot with the election being held at a regular meeting after all members have been notified of the pending vote.

Article VIII:  Officers

8.01 The officers shall consist of the following:  President and Vice President. 

The Officers of the association, except those appointed in accordance with the provisions of section 8.03 of these bylaws, shall be elected by the general membership of the organization as set forth in Section 6.02 of these bylaws.  The President and Vice President shall be elected at the annual meeting of the corporation and shall serve for a period of one year.  The office of President can be renewed twice for a total of three years. 

8.02 These Officers and the Directors mentioned in section 7.01 shall constitute the Board of Directors of the corporation.

8.03 The Board of Directors may appoint, and may authorize the President to appoint, any Committee chairpersons that the business of the association may require.

8.04 Any Officer or Committee Chairpersons may be removed, with cause, by the Board of Directors, at any regular or special meeting of the board.

8.05 Any Officer or Committee Chairpersons may resign at any time of giving written notice to the Board of Directors.

8.06 A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that office. 

8.07 The President shall be the Chief Executive Officer of the organization, and as such shall:
a. Chair all meetings of the Board of Directors.
b. Have no power to vote unless in the event of a vote deadlock, shall cast the tie-breaking vote.
c. Conduct all regular and special meetings of the corporation.
d. Subject to the control of the Board of Directors, generally supervise, direct and control the business and Officers of the organization, and shall have such other powers and duties as shall be prescribed by the board of directors or the bylaws. 
e. Appoint committees as needed.  The President shall also appoint chairpersons of those committees which are not chaired by a specified officer. 
f. Be an ex-officio member of all committees except the nominating committee.
g. Upon the loss of an officer or director before the expiration of his/her term, the President shall have the power to appoint a replacement until the next regular election. 
h. At or after the regular September meeting each year, appoint a member of the Board of Directors as chairperson plus one additional member to serve as a nominating committee. 
1. The nominating committee shall report back to the Board of Directors no later than the regular scheduled Board of Directors meeting for September, their selection of (at least) one candidate for each of the elective board offices.  Further nominations for office may be made any time prior to the call for a vote on election day of anyone who will state their willingness to serve in the capacity for which they are nominated, or who has, prior to election day, filed with the President, a signed, written document so stating.

8.08 The Vice President shall:
a. Assist the president, and assume the duties of the President in the President’s absence;
b. Shall have the power to vote.

8.09 The final budget, contract, and hiring and firing of employees will be brought back to the Board of Directors.

Article IX:  Elections
 
9.01 Elections shall be held at the annual meeting each year.  In the event of lack of a quorum, elections shall be held at the next regular Board of Directors meeting at which a quorum of the eligible voting delegates are present and all officers shall serve until such elections, subordinating the provisions of Section 9.02.

9.02 Term of office shall be one year, and all officers shall assume their term one month following the election.

Article X:  Group Finances
 
10.01 The fiscal year shall be from January 1st to December 31st of each year.

10.02 Purchasing authority is granted to the Executive Director. 

Article XI:  Rules Determining

11.01 Roberts Rules of Order, Newly Revised, shall govern the meetings of the Group and shall be the final authority in all matters not covered in these bylaws.

Article XII:  Records

12.01 The accounting books, records, articles and bylaws as amended to date, and minutes or proceedings of the Board of Directors and any committee (s) shall be kept at such place or places designated by the Board of Directors.  The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form, or in any other form capable of being converted into written, typed or printed form.  A backup copy of the accounting books will be made monthly and kept by the Executive Director.

12.02 Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind, and the physical properties of the organization.  This inspection by a Director may be made in person or by an agent or attorney authorized by a director, and the right of inspection includes the right to copy and make extracts of documents.

Article XIII:  North Dakota Powersports Dealers Association Geographic Regions

13.01 North Dakota Powersports Dealers Association (NDPDA) shall consist of four geographic regions, with the north-south dividing line running along N.D. Highway 200 from the state’s eastern boundary to the Snake Creek embankment, and then following the Missouri River to the Montana boarder; the east-west dividing line will follow an imaginary line from Hansboro south to Ashley.

13.02 Each region shall have one Director representing its region at all Board of Director meetings and annual meetings.

Article XIV:  Open Meetings

14.01 All meetings of the organization, either Representative Assembly or Board of Directors, shall be open to all interested persons, but voting rights shall be restricted to those duly authorized by this document. 

Article XV:  Voting Delegations

15.01 The Representative Assembly shall be made up of representatives from powersports dealers and associate members.  At any Representative Assembly meeting, each powersports dealer and associate member will have one vote.

15.02 Membership dues must be paid 30 days prior to the annual meeting and before any meeting of the Representative Assembly. 

15.03 One-third (1/3rd) of the eligible voting delegates shall constitute a quorum for the transaction of business at a meeting of the members.

15.04 All voting rights at the annual meeting are given to the member represented at the meeting of the members.

Article XVI: Membership

16.01 Each powersports dealer membership costs $100 per year.  This membership represents licensed powersports dealers.

16.02 Each associate membership costs $50 per year and represents associations, organizations or departments managing and supporting motorized recreation

16.03 All membership renewals take place as of January 1st of each year and will have a grace period through March 31st of the current year.  If memberships are not received as of March 31st, the membership will be cancelled and will no longer receive the organizations benefits. 

Article XVII:  Elections

17.01 The President and Vice President shall be elected by the Representative Assembly at the annual meeting by a plurality vote of all the delegates at the representative assembly.

17.02 Each Director shall be elected at the annual meeting by a plurality vote of the representatives assembled from the geographic region that the Director will represent.

Article XVIII:  Committees

18.01 Two standing committees include the membership and legislative committees with members appointed by the President by the first meeting after officer elections. Special committees shall be established as needed and shall be appointed by the President as previously provided for in this document. 

Article XIX:  Board Meeting Attendance

19.01 The Board of Directors attendance is essential at all meetings, however, in the event a Director shall not be able to attend a meeting, they can receive either an excused or un-excused absence. 
a. Excused absences will qualify if the Director/Officer lets either the Executive Director or a fellow Director/Officer know of his/her absence before the meeting in question. 
b. Un-excused absences will qualify if the Executive Director or a fellow Director/Officer are not notified before the meeting in question.
c. All excused or un-excused absences must be listed in the minutes behind the Director/Officers name presiding over the absence.
1.  In order to overturn an excused or un-excused absence, the Director must present his or her case before the Board of Directors at the next consecutive meeting.

19.02 If a Director misses two meetings with un-excused absences or three meetings with excused absences, the Board of Directors can remove the Director and fulfill his or her position with a new appointment at the next meeting of the Board of Directors.
a. If a Director is removed from the Board of Directors; probation will sustain for one year before he/she can re-run as a possible candidate.

Article XX:  Amendments

20.01 Amendments to this Constitution may be made by a simple majority vote of the Representative Assembly, provided that the proposed amendment has been presented in writing to the President, the Vice President or Secretary, and further provided that the member affiliates have been notified prior to the annual meeting.  Amendments presented directly to the Representative Assembly require a two-thirds majority for approval.

Effective Date
 
These bylaws shall take effect as of January 1, 2007.