CONSTITUTION

NORTH CAROLINA ASSOCIATION OF MUNICIPAL CLERKS

Adopted November 5, 1975

Amended:

October 18, 1977

October 21, 1980

April 8, 1983

January 25, 1984

January 29, 1985

April 10, 1987

August 16, 1991

August 13, 1993

August 16, 1997

August 11, 2001

August 16, 2003

August 18, 2007

January 31, 2013

August 17, 2013
August 23, 2014

August 24, 2022

ARTICLE I

NAME AND CREATION

SECTION 1. The name of the organization shall be the North Carolina Association of Municipal Clerks (hereinafter "Association").

SECTION 2. The Association shall be an unincorporated, non-profit organization and shall function as an affiliate organization of the North Carolina League of Municipalities (hereinafter "League") and the School of Government at the University of North Carolina at Chapel Hill (hereinafter “SOG”). The League is hereby designated as the secretariat and as such shall perform services for the Association as may from time to time be mutually agreed upon.

ARTICLE II
PURPOSES

SECTION 1. The purpose of this Association is to provide a professional organization of city, town and village clerks from across the state, dedicated to excellence in municipal administration and governance through the continued growth, development and education of each municipal clerk. It shall provide means whereby efficiency and improvements may be achieved in the operation of municipal clerks' offices throughout North Carolina by:

a) Providing and promoting educational and professional development opportunities for municipal clerks to enhance their knowledge and effectiveness, in cooperation with the League, the SOG, and the International Institute of Municipal Clerks (hereinafter “IIMC”).

b) Promoting cooperation among municipal clerks through the interchange of ideas, experiences and methods of performing the duties of their offices, to the end that each may profit from the experiences of others.

c) Promoting periodic conferences or meetings of municipal clerks for discussion of mutual problems, and research to find solutions for same.

d) Promoting a closer business and social union among municipal clerks to better enable them to uphold the principles of good government and good citizenship.

e) Promoting such other programs and activities as may be of value to enhance the professionalism and value of the municipal clerks' offices.

ARTICLE III
MEMBERSHIP

SECTION 1. There shall be four classes of membership: Active, Associate, Honorary, and Retired.

a) Active Member. Any person employed by an incorporated North Carolina municipality who has been sworn in as city, town or village clerk, deputy clerk, or assistant clerk and performs the duties of that office, regardless of the title they hold in the municipality, is eligible for active membership upon payment of annual dues. Any person employed by a special purpose entity, lead regional organization, or unified government, that is a sworn clerk, shall be eligible for active membership upon payment of annual dues. Special purpose entity shall be defined to include any public authority, special district, or unit of local government, as defined in the North Carolina Local Government Budget and Fiscal Control Act, other than an incorporated municipality, with a direct and significant connection to one or more municipalities and authorized municipal functions and powers.

b) Associate Member. Any previously active member who has left public employment or changed duties making that person ineligible for active membership and any person who is interested in the Association who is not a sworn clerk, who may perform clerk duties, or subscribes to the Association’s objectives shall be eligible for associate membership upon payment of annual dues.

c) Honorary Member. A past president of the Association shall automatically become an honorary member upon retirement from governmental service. The honorary membership shall be officially conferred at the first annual meeting of the Association following retirement. In addition, persons who have made such distinct contributions to the Association that their efforts deserve recognition shall be eligible for honorary membership. Such honorary memberships shall be conferred at the annual meeting of the Association, upon recommendation of the Board of Directors. With the exception of honorary memberships conferred to Past Presidents, no more than one honorary membership may be conferred in any one year. Honorary members shall not be required to pay membership dues.

d) Retired Member. Any member that has retired from an incorporated North Carolina municipality as a sworn city, town or village clerk, deputy clerk, or assistant clerk and performed the duties of that office is eligible for retired membership upon payment of annual dues. Any member that has retired from a special purpose entity, lead regional organization, or unified government, that is a sworn clerk, shall be eligible for active membership upon payment of annual dues.

SECTION 2. There shall be annual membership dues of such amount as the Board of Directors may determine for each membership classification of this Association. Dues are assessed on the basis of the fiscal year July 1 through June 30. Members joining the Association in the last quarter of the fiscal year may postpone payment of dues until the beginning of the new fiscal year. Membership dues shall be in the name of the person holding the office but shall be vested with the municipality or employing entity, if any. If the person in whose name the membership is recorded becomes dissociated from the office that qualifies him or her for membership, upon notice to the Corresponding Secretary/Treasurer, said membership dues shall be transferred to the person's successor for the remainder of the fiscal year. In the event that the membership dues were paid by the individual rather than the municipality or employing entity, the member may furnish documentation thereof to the Corresponding Secretary/Treasurer, and the membership will remain in the name of that individual. Membership dues may be transferred but the membership date shall not be transferred from person to person.

ARTICLE IV
RIGHT TO VOTE AND HOLD OFFICE

SECTION 1. The right to vote is limited to active members only--each active member having one vote. The right to hold office, serve as committee chair, or serve as the Association’s representative on the League’s Board of Directors is reserved for active members only.

ARTICLE V
OFFICERS, BOARD OF DIRECTORS, AND LEAGUE BOARD REPRESENTATIVE

SECTION 1. The governing body of the Association shall consist of the officers and the Board of Directors as defined herein. References herein to meetings or actions of the Board of Directors are deemed to refer to the entire governing body unless otherwise specified. Members of the governing body have the right to vote on all matters before the Board, with the exception of the Corresponding Secretary/Treasurer.

SECTION 2. The officers of the Association shall be President, First Vice President, Second Vice President, Recording Secretary, and Corresponding Secretary/Treasurer. To be eligible to be elected President, First or Second Vice President or Recording Secretary, candidates shall have been an active member of the Association for at least five years and shall have served one full term on the Board of Directors of the Association. It is desirable but not required that candidates for the aforementioned offices have achieved CMC designation from the IIMC and NCCMC designation through the Association. The Corresponding Secretary/Treasurer shall be a staff representative of the League.

Officers shall serve one year terms. They shall serve until successors are elected and take office. At each election, the First Vice President shall succeed to President and the Second Vice President shall succeed to First Vice President.

SECTION 3. Board of Directors. The Association shall be divided into twelve districts, identical to those established by the League (see attached map), and one director shall be elected from each district. Candidates for the Board of Directors shall have been active members of the Association for at least three years. It is desirable but not required that candidates for the Board of Directors have achieved CMC designation from the IIMC or NCCMC designation through the Association. Directors shall serve two-year terms and shall not be eligible to serve more than two successive full terms. Directors' terms shall be staggered so that no more than six (6) directors are elected each year. Directors from odd-numbered districts shall be elected in even-numbered years and directors from even-numbered districts shall be elected in odd-numbered years.

SECTION 4. The immediate Past President of the Association shall serve as a member of the Board of Directors and shall have the right to vote on all matters. All other Past Presidents that remain active members of the Association shall be ex-officio members of the Board without voting rights.

SECTION 5. In the event of a vacancy in the office of President, the First Vice President shall become President and the Second Vice President shall become First Vice President. If the Second Vice President position becomes vacant more than ninety (90) days prior to the date of the next annual meeting, the Board of Directors shall fill the vacancy. If the vacancy occurs less than ninety (90) days prior to the next annual meeting the position shall remain vacant until the next annual meeting. Vacancies occurring on the Board of Directors shall be filled in the same manner.

SECTION 6. The Association’s representative on the Board of Directors of the League shall have been an active member of the Association for at least five years and shall have served a full term on the Board of Directors.

ARTICLE VI
DUTIES OF OFFICERS AND BOARD OF DIRECTORS

SECTION 1. General. Except as otherwise provided in the Constitution, the general powers and duties of the officers of the Association shall be as indicated by the titles of the offices.

SECTION 2. President. The President: 1) shall be the chief executive officer and the Chair of the Executive Committee and Board of Directors; 2) shall issue the call for regular or special meetings of the Board of Directors and the membership and shall preside at such meetings; 3) except as provided in Article VIII, Section 1(b), shall appoint all committees, designate the chairs and serve as an ex-officio member; and 4) such other duties as may be delegated by the Board of Directors.

SECTION 3. First and Second Vice Presidents. The Vice Presidents shall assist the President as may be requested and succeed to the duties and privileges of the office when the President is unable or unavailable to perform the duties. The Vice Presidents shall be requested to serve in the order of their ranking. The First Vice President shall serve as advisor and oversee the activities of the Finance Committee and the Program and Education Committee, and beginning in fiscal year 2015-2016, appoint the Vice Chair of the Program and Education Committee. The Second Vice President shall serve as advisor and oversee the activities of all other standing committees.

SECTION 4. Corresponding Secretary/Treasurer. The Corresponding Secretary /Treasurer: 1) shall keep an accurate record of all Association monies received and disbursed and report the status of all financial accounts at the annual meeting and such other times as requested by the Board of Directors; 2) shall perform staff work for the Association in accordance with the terms of an agreement entered into annually between the Association and the League; and 3) shall be the custodian of the official records of the Association and as such shall store the permanent, legal and historical records as well as pertinent promotional materials in a secure and safe environment within the offices of the League.

SECTION 5. Recording Secretary. The Recording Secretary: 1) shall maintain a full and accurate record of Association business meetings and all the meetings of the Board of Directors; 2) shall be the historian and update the Association history at the end of each term; and 3) shall assist in the performance of duties of the Corresponding Secretary/Treasurer if requested.

SECTION 6. Board of Directors. The Board of Directors of the Association shall govern the affairs of the Association during the period between annual meetings and shall from time to time make recommendations to the Association concerning the conduct of the Association's business and affairs. The Board of Directors shall have the authority to fix and assess dues for membership.

SECTION 7. Executive Committee. The Executive Committee shall be comprised of the President, the First Vice President, the Second Vice President, the Recording Secretary and two (2) members of the Board of Directors who shall be elected by vote of the Board of Directors and shall serve one year terms. The Executive Committee is empowered to take emergency action required between Board meetings provided that any action so taken shall be reported to the full Board within forty-eight (48) hours of such action. Any action so taken shall be presented to the full Board at its next meeting for ratification or rescission.

ARTICLE VII
ELECTIONS

SECTION 1. The election of officers and directors shall take place at the annual meeting of the Association. The nominees receiving the highest number of votes cast for the respective offices shall be declared duly elected.

SECTION 2. At the annual meeting, the Nominating Committee shall submit a list of nominees for officers and directors who meet the qualifications for the respective offices as set forth in the constitution. Additional nominations may be made from the floor.

SECTION 3. The officers and directors shall take the oath of office at the closing event of the annual meeting and shall begin their terms immediately thereafter.

ARTICLE VIII
COMMITTEES AND DUTIES

SECTION 1. The following standing committees are hereby established:

(a) Nominating Committee. The Nominating Committee shall be composed of three active members that are Past Presidents and three active members at large, one of which shall be a current member of the Board of Directors. The immediate Past President shall be Chairperson. It shall be the duty of this Committee to nominate a slate of officers and directors to be presented for election at the Annual Conference. These nominations shall be reported to the Board of Directors at the final board meeting prior to the Annual Conference for informational purposes only and shall be printed in the next issue of the monthly newsletter following the report.

(b) Program and Education Committee. The Program and Education Committee, in cooperation with the League and the SOG, shall plan and coordinate educational seminars and programs for the enhancement of municipal clerks’ performance and professionalism. These include programs at all of the official meetings of the Association, such as the Annual Summer Academy and any Master Municipal Clerks Academy held in conjunction therewith, the regional academies, and any programs or activities sponsored by the Association at the League Annual Conference. The Committee shall assist the SOG in planning of the Clerks’ Certification Institute, the City and County Clerks Academy and Institute, and any Master Municipal Clerks Academies held in conjunction therewith. The Committee shall have a Chair and a Vice Chair. For fiscal year 2014-2015, the Chair and the Vice Chair shall be appointed by the President. For each fiscal year thereafter, the Chair shall be the individual who served as the Vice Chair in the immediately preceding fiscal year. Beginning in fiscal year 2015-2016, the Vice Chair shall be appointed by the First Vice President. In the event that a Vice Chair is not able to serve as Chair or the position of Chair becomes vacant, the President shall, as applicable, appoint the Chair or fill the vacancy.

(c) Finance Committee. The Finance Committee shall be composed of four members, one of which shall be a member of the Board of Directors, two members of the Association at large, and the Corresponding Secretary/Treasurer. The committee shall prepare a balanced operating budget for the Association annually, arrange an annual audit and assist the Corresponding Secretary/Treasurer in administering the financial affairs. The Board of Directors shall adopt the budget at the final Board meeting prior to the annual meeting.

(d) Annual Conference Site Selection Committee. The Site Selection Committee shall investigate and make recommendations to the Board of Directors for the best possible location for the Association's Annual Summer Academy utilizing the criteria outlined in the Municipal Clerks Handbook. This committee shall include a staff representative of the League, a director from the region where the conference is to be held and at least one other clerk from that region.

(e) Membership Committee. The Membership Committee shall recruit and promote membership in the Association and the IIMC. It shall be composed of a general chair appointed from the membership at large, one (1) representative from each of the twelve districts and the IIMC membership representative(s).

(f) State Certification Committee. The State Certification Committee shall be comprised of a representative from each of the four regions and two at large members appointed by the Board of Directors. The First Vice President, Second Vice President and a representative of the School of Government shall serve as ex-officio voting members and the Immediate Past President shall serve as advisor. Each year the committee shall examine all applications submitted for Certification designations and otherwise assist in the administration of the North Carolina Certified Municipal Clerk certification and recertification process.

(g) Website Committee. The Website Committee shall be comprised of at least three members who are appointed by the President. The committee will keep the Association’s website up to date with the events that have happened during the year.

(h) Leaving a Green Legacy Committee. The Green Legacy Committee shall be comprised of six members as follows: two from the western part of the State, two from the eastern part of the State, and two from the central part of the State. The committee shall facilitate the planting of a tree honoring the recipient of the Clerk of the Year award within the jurisdiction of the employing municipality of the recipient.

(i) We Share Our Services Committee. The We Share Our Services (‘WSOS”) Committee shall be comprised of one member from each of the four regions and a chairperson. The committee shall publicize and promote the WSOS program, recruit experienced clerks to serve as mentors, match new clerks with appropriate mentors and monitor the mentoring relationship.

SECTION 2. Committee recommendations shall be reported to the Board of Directors for review and recommendation for final action. This provision shall not be applicable to the Nominating Committee, which shall report as specified in Section 1(a) of this Article.

SECTION 3. The President may create such other committees as may be deemed necessary for the orderly and efficient conduct of the Association's business.

SECTION 4. Active, associate and honorary members may serve on committees; provided, however, that only active members shall be eligible to serve as committee chairperson.

ARTICLE IX
MEETINGS

SECTION 1. The Association shall hold two business meetings during the year. The annual business meeting shall be held in conjunction with and as a part of the Annual Summer Academy each year. The other business meeting shall be held during the Annual City and County Clerks Academy and Institute sponsored by the SOG.

SECTION 2. Special business meetings may be called by the President, the First Vice President, or a majority of the Board of Directors. Written notice of any meeting so called shall be delivered to the entire membership and governing body at least thirty (30) days in advance of the meeting. The notice may be delivered by mail, facsimile, or electronic mail. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed addressed envelope, with postage prepaid. The notice shall state the purpose of the meeting and only such business as specified may be transacted.

SECTION 3. The Board of Directors shall meet at least quarterly. Written notice of the time and place shall be given to the directors and officers and the past presidents that remain active members at least ten (10) days in advance of the meeting. The notice may be delivered by mail, facsimile, or electronic mail. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed addressed envelope, with postage prepaid.

SECTION 4. Special meetings of the Board of Directors may be called by the President, the First Vice President, or two members of the Board. Written notice of any meeting so called shall be given to the directors and, officers and the past presidents that remain active members at least forty-eight (48) hours in advance. The notice may be delivered by mail, facsimile, or electronic mail. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed addressed envelope, with postage prepaid.

SECTION 5. Meetings shall be governed by “Suggested Rules of Procedure for Small Local Government Boards” published by the SOG.

SECTION 6. Any one or more, or all the members of the Board of Directors may participate in any Board meeting by, or conduct the meeting through the use of, any means of communication by which all members of the Board participating may simultaneously hear each other during the meeting. Prior to conducting a meeting pursuant to this section, the Board of Directors shall adopt rules of procedure governing Board members’ participation in, and the conduct of, such meetings. The Board shall review the rules of procedure each year at the time of its first meeting subsequent to the annual business meeting and, at such time, may modify or rescind the rules as it may deem appropriate.

ARTICLE X
QUORUM

SECTION 1. A majority of the actual membership of the governing body, excluding the Corresponding Secretary/Treasurer and any vacant seats, shall constitute a quorum sufficient for the conduct of the business of the Board of Directors. The affirmative vote of a majority of those present, a quorum being present, shall be sufficient to carry any question being voted upon. A member of the Board of Directors participating in a meeting by simultaneous communication as authorized by Article IX, Section 6 is deemed to be present in person at the meeting.

SECTION 2. In the event a quorum of the governing body then holding office cannot be obtained for a regular or special meeting, and it is urgent that particular matters of business be taken up, those Officers and Directors present may take action, subject to approval or rescission by a majority of the governing body at its next meeting.

SECTION 3. Ten percent (10%) of the active members of the Association shall constitute a quorum sufficient for the conduct of business of the Association. The affirmative vote of a majority of those present, a quorum being present, shall be sufficient to carry any question being voted upon.

ARTICLE XI
AMENDMENTS

SECTION 1. The Constitution may be amended by a vote of active members, present and voting at any regular business meeting of the Association pursuant to Article IX, Section 1. However, no amendments shall be voted upon unless and until a copy of the proposed amendments shall have been furnished to each active member of the Association and to the Executive Director of the League at least thirty (30) days in advance of the meeting. A quorum being present, an affirmative vote of a majority of the active members present shall be sufficient to adopt such amendments.

ARTICLE XII
DISSOLUTION

Upon dissolution of the Association, the governing body shall, after paying or making provisions for the payment of all liabilities of the Association, distribute all of the net assets of the Association for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, or shall distribute such assets to the federal government, or to a state or local government, for a public purpose. Any such assets not so distributed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.