Articles of Incorporation and By-Laws

of the North Carolina Academic Team Association

DRAFT COPY March 16, 2006



Article I: Physical Offices

Section 1: Principal Office

The principal office of the corporation shall be located in Durham, North Carolina. The address of the principal office may be changed by the Board of Directors.


Section 2: Registered Office and Registered Agent

The corporation shall have and continuously maintain in the state of North Carolina, a registered office, and a registered agency whose office is identical with such registered office, as required by the North Carolina Non-Profit Corporation Act.


The North Carolina Academic Team Association shall be educational and charitable in nature. The registered office may be, but need not be, identical with the principal office of the corporation in North Carolina. The address of the registered office may be changed by the Board of Directors.


Section 3: Other Offices

NCATA may have additional offices within the state of North Carolina as the Board of Directors may determine or as the affairs of the corporation may require.



Article II: Non-Profit Purposes

Section 1: Organizational Purpose

NCATA serves as a resource and advocate to promote excellence in education by helping students, teachers, and schools in North Carolina to promote, develop and implement academic competition programs and events that will enhance self-confidence, leadership, teamwork, and the enjoyment of learning.



Article III: Membership

Membership in the corporation is open to students, public and private educators, and all others interested in advancing the purpose of the corporation. The Board of Directors shall determine any terms and procedures to extend membership and its privileges.



Article III: Executive Board

Section 1: Number and Tenure

The corporation shall have at least two directors. Each director shall hold office for two years and may be re-elected for additional terms. The terms shall be coordinated so that one of the director positions is scheduled for re-appointment or re-election each year.


Section 2: General Powers

The affairs of the corporation shall be managed by its Board of Directors. The Directors need not be residents of North Carolina.


Section 3: Qualifications

Membership on the Board shall be open to all individuals who meet qualification criteria as determined by the Board.


Section Four: Regular Meetings

A regular meeting of the Board and Officers shall be held semiannually (twice a year) at a time and place decided by the Board of Directors. Meetings may be held via teleconference or electronic means. Notice for Regular Meetings shall be made at least one week before the meeting.


Section Five: Election of New Directors and Officers

The Board of Directors shall elect Directors by November 15 with office terms to begin in January.


Section Six: Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the Executive Director or Treasurer. Meetings may be held in person, via teleconference, or by electronic means.


Section Seven: Quorum

A quorum of 50 percent and a minimum of two Board members are sufficient for the transaction of business at any meeting of the Board. Except as otherwise provided under the Articles of Incorporation and By-Laws or any provision of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.


Section Eight: Manner of Acting

The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.


Section Nine: Vacancies

Any vacancy occurring on the Board of Directors shall be filled by the Board. The appointed Director shall fill the vacancy for the remaining unexpired term of his/her predecessor, but will be subject to election or appointment at the next meeting when the election of Directors is scheduled.


Section Ten: Compensation

While serving on the Board, Directors shall not receive salaries for their services.


Section Eleven: Resignation

Absence from two consecutively scheduled Board meetings without excuse is equivalent to resignation from the Board.


Section Twelve: Removal

Any director may be removed by a two-thirds vote of a quorum of the Board of Directors whenever, in the Board’s judgment, the best interests of the corporation would be served.



Article IV: Officers

Section One: Officers of the Board of Directors

The Officers of the corporation shall include a Treasurer. The Board of Directors may elect or appoint other such officers as it may deem desirable or necessary to confer authority to perform the duties prescribed by the Board of Directors. Except for the offices of Executive Director and Treasurer, any two or more offices may be held by the same person simultaneously.


Section Two: Election and Term of Office

Officers shall be elected or appointed on May 15 with office terms beginning in July. All officers shall serve terms of one year.


Section Three: Vacancies

A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. Any successor is subject for election if a special election is called or at the next meeting of the Board.


Section Four: Removal

Any officer may be removed by a two-thirds vote of a quorum of the Board of Directors and Officers whenever, in the Board’s judgment, the best interests of the corporation would be served.


Section Five: Roles of Officers

  1. Executive Director

The Executive Director shall have a status as a Director, serve as Chair of the Board of Directors, presiding at meetings of the Board and the Executive Committee. The Executive Director shall have such powers and perform such duties as are vested by these By-Laws and as prescribed by the Board of Directors. The Executive Director can serve successive terms of office.


  1. Treasurer

The Treasurer shall have a status as a Director, supervise all funds and securities of the corporation and may deposit such funds in the name of the corporation at such banks, trust companies, and other depositories selected by the Board of Directors. The Treasurer shall keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.


Section Six: Non-Liability of Directors and Officers

The Directors and Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.


Section Seven: Indemnification

The corporation, to the fullest extent permissible, shall indemnify the Directors and Officers of the corporation under the laws of the state of North Carolina.



Article V: Committees

Section One: Executive Committee

The Executive Committee shall include all the Directors and Officers to manage the business affairs of the corporation, to the extent permitted by the Board, and except as may otherwise be provided, by provision of the law. The number and distribution of the Executive Committee members shall be determined by the Board.


Section Two: Programming Committee

The Programming Committee shall include at minimum one Director and one Officer to advise the Corporation of the educational and programmatic effectiveness of the corporation. The number and qualifications of the membership of this committee shall be determined by the Board and Officers.


Section Three: Other Committees

The Board of Directors may appoint other ad hoc or standing committees at its discretion. The Board of Directors may also disband these committees at its discretion to the extent that dissolving such committees are not inconsistent with the provisions of the By-Laws.


Section Three: Meetings and Action of Committees

The Board may adopt rules and regulations pertaining to the frequency, conduct, and governance of committee meetings to the extent that such rules and regulations are not inconsistent with the provisions of the By-Laws.



Article VI: Financial Records and Property

Section One: Contracts

The Board of Directors may authorize the Executive Director, the Treasurer, or any delegated agent of the corporation to enter into any contract or executive and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.


Section Two: Checks and Drafts

All checks, drafts, or orders for the payment of money or other evidence of indebtedness issues in the name of the corporation shall be approved and signed by the Executive Director or the Treasurer, or in such manner as determined by the Board of Directors.


Section Three: Fiscal Year

The fiscal year of the corporation shall begin on January 1 and end on December 31.


Section Four: Records and Audits

The corporation shall keep correct books and records of accounts, records of attendance, and any meetings of the Board of Directors or the Executive Committee. An audit or other appropriate financial statement of the books and records of the corporation shall be conducted annually and presented to the Board within 30 days of its completion.


Section Five: Corporate Seal

The Board of Directors may adopt, use, and, at will, alter a corporate seal and trademarks. The seal shall be kept at the principle office of the corporation. Failure to affix the seal to corporate instruments, however, shall not otherwise affect the validity of any such instrument.


Section Six: Intellectual Property

The Board of Directors shall be responsible for protection of its intellectual assets and properties.



Article VII: Tax Exemption Provisions

Section One: Limitations of Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation unless otherwise provided by Section 501(h) of the Internal Revenue Code. This corporation shall not participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these By-Laws, this corporation shall not carry on any activities that are not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.


Section Two: Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable, to its Directors, Officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposed mission of the corporation.


Section Three: Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to a non-profit organization organized for public purposes chosen by the Board of Directors. Such distribution shall be made in accordance with all acceptable provisions of the law of North Carolina.



Article VIII: Waiver of Notice

Section One: Waiver

Whenever notice is required to be given under the North Carolina Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or By-Laws of the corporation, a waiver thereof, in writing, signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.



Article IX: Amendment of By-Laws

These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a majority of Directors present at any regular meeting or special meeting called by the Board. At least seven (7) days notice must be given of an intention to alter, amend, or repeal these By-Laws.




STRUCTURE


Board of Directors

1. Emil Chuck (Executive Director)

2. (Treasurer)


Other Executive Committee Officers

1.

2.

3.

4.

5.



Programming Committee

1.

2.

3.

4.

5.