Carolinas Parking and Mobility Association By-Laws

Approved February 11, 2025

ARTICLE I – NAME

The organization's name shall be Carolinas Parking and Mobility Association, hereinafter referred to as the “Association.” This Association is a nonprofit Association for the public benefit and is chartered under the provisions of North Carolina General Statute 20 and the Code of Laws of South Carolina. The Association shall observe all local, state, and federal laws that apply to a nonprofit organization as defined in Section 501 (c) (6) of the Internal Revenue Code. The Association shall maintain an affiliation with the International Parking and Mobility Institute and other organizations deemed beneficial to its purpose.

ARTICLE II – PURPOSE

The organization is a professional association of administrators, practitioners, suppliers, consultants, and other professionals in the parking, transportation, and related fields in North Carolina and South Carolina.

Its purpose is to facilitate knowledge sharing, personal and professional development, mutual support, and professional interaction.

The Association shall remain nonpartisan and nonsectarian, shall not support any political candidates, endorse competing models of parking equipment or services, or favor any specific management professional or consultation service provider.

ARTICLE III – MEMBERSHIP

Section 1. Classes

There are two classes of membership: Regular and  Associate, Affiliate, and Other. To be eligible for any class, a member’s purpose must align with the Association's objectives and meet other requirements specified in the By-laws.

Regular members: Representatives of municipalities, government bodies, parking authorities, boards, bureaus, commissions, departments, colleges, universities, airports, hospitals, agencies, or similar institutions responsible for the establishment, operation, maintenance, control, or direction of parking and/or transportation assets or services.

Affiliate Members: Representatives of corporations or individuals engaged in supplying goods or services in the parking field or involved in the operation and development of public parking, whether for profit or otherwise, and who support the Association's objectives. Affiliate Members may be considered vendors or consultants.

Students, retired parking professionals, and honorees may be considered for membership. The Board of Directors will select and approve honorees and determine their appropriate membership category.

Section 2. Voting Rights

All Regular and Affiliate members who have fully paid their dues for the current year are entitled to one vote on any matter submitted to the membership.

Section 3. Motions

All Regular and Affiliate members with fully paid dues for the current year are entitled

participate in discussions at any annual or special meetings of the Association.

Section 4. Dues

The Board of Directors shall establish annual membership dues. All members' dues are payable annually on the first day of March. They are nonrefundable, except in cases of inadvertent duplication or unauthorized admission. The Board of Directors may terminate an individual’s membership for nonpayment of dues.

Section 5. Admission

Anyone who qualifies under Section 1 of this Article will be admitted to membership.

Section 6. Transfer of Membership

Membership in this association is not transferable or assignable to another organization.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers

The Board of Directors shall manage the Association's affairs.

Section 2. Composition of the Board of Directors

The Board of Directors will have up to eleven members: seven Regular Members and three Affiliate Members. Four Officers (President, Vice President, Secretary, and Treasurer) will be elected from the Board as specified in Article V. One member will serve as the Immediate Past President (ex officio) and another as the Immediate Past Treasurer (ex officio).

Any Regular Member or Affiliate Member in good standing living in North Carolina or South Carolina can be elected to the Board. Only one representative from any single organization, agency, company, or entity may serve on the Board at any time. The Board of Directors shall have the authority to approve or deny any individual seeking to run for a position on the Board of Directors.

Section 3. Term of Office

Directors shall be elected for three years, except as follows:

• The President will serve a two-year term, beginning at any point in their elected three-year term, followed by a one-year term as Past President.
• The Treasurer shall be elected annually from the current Board of Directors. However, if they serve as treasurer during the third year of their elected term, they will remain on the board for an additional fourth year to serve as immediate past treasurer.
• Any sitting Director nominated and elected by the Association may extend their term by a majority vote of the Board of Directors for one additional year.

Section 4. Election of the Board of Directors

The nomination and election process will occur from August to November, allowing time for planning and transitioning. If the Annual Conference is being held in September or October, the Board of Directors should aim to complete the election by the beginning of the Annual Conference.

A. Nominations

If an election is needed, the Vice President will start the nomination process five months before the year ends. The nomination period lasts at least 14 days, with at least two formal communications informing members about the process, deadlines, and requirements.

The Vice President will submit all nominees to the Board of Directors for approval. The Board can accept or reject nominations to ensure balanced representation. The Board should try to select nominees that reflect the ratio of municipal, institutional, airport, and hospital members to the total membership.

B. Ballots and Voting

At least three months before the end of the year, the Vice President will publish a ballot listing all nominees approved by the Board of Directors. The voting period will be open for at least 14 days, and at least two formal communications will inform members about the process.

Those candidates receiving the most votes to fill the vacancies shall be elected.

If there is a tie for the final vacancy, the current Board of Directors will choose the candidate by a majority vote.

Section 5. Meetings of the Board of Directors

The Board of Directors will meet in person or virtually as needed. The president or the majority of the Board can call meetings.

Section 6. Meeting Notices

Electronic notice of a Board of Directors meeting must be given at least seven business days before the meeting.

If a Director plans to attend the meeting to object that it wasn’t lawfully called or convened, they must inform the Secretary in writing before the meeting starts.

Section 7. Manner of Acting

Each Director has one vote. Unless otherwise specified, decisions by the Board of Directors are made by a majority of those present or participating in a meeting with a quorum. However, no motion can pass without a majority vote.

Directors who cannot attend a meeting may vote by proxy. Proxy votes must be specified in writing, limited to items on the formal agenda, and submitted to the Secretary, who will cast the votes according to the absent member's instructions.

All directors may vote, except the President, who only votes to break a tie.

Section 8.  Quorum

A simple majority of the Board of Directors shall constitute a quorum.

Section 9. Removal

The Board of Directors may remove any Director if it believes it’s in the organization's best interest. This removal does not affect any contract rights the person may have. Being elected or appointed does not automatically create contract rights.

Section 10. Vacancies

When a vacancy arises on the Board of Directors, the Board may elect a member of the appropriate membership type to fill the position for the remainder of the unexpired term.

ARTICLE V – OFFICERS

Section 1. General

The Association's officers shall be the President, Vice President, Secretary, and Treasurer. The Board of Directors may appoint other officers and assistant officers as necessary. 

Section 2. Election and Term of Office

Outgoing officers shall serve until the first Board of Directors meeting after the new year begins. At this meeting, the Board will elect officers from its members, as convened by the President. Officers may be reelected to the same or any previously held office.

Section 3. Removal

The Board of Directors may remove any officer or agent if it believes it’s in the organization's best interest. This removal does not affect any contract rights the person may have. Being elected or appointed does not automatically create contract rights.

Section 4. President

The President is the principal executive officer of the Organization and oversees its business and affairs, subject to the direction and control of the Board of Directors. The President ensures that the Board's resolutions and directives are carried out unless assigned to someone else by the Board. In addition to these responsibilities, the President performs all duties associated with the role and any other duties outlined by the By-laws or the Board.

The President may delegate duties to another officer, agent, or committee as appropriate, but this does not relieve the President of any legal or By-law responsibilities.

Section 5. Vice President

The Vice President shall assist the President with their duties as directed and take on additional responsibilities assigned by the President, the Board of Directors, or these By-laws. If the President is absent, unable, or unwilling to act, the Vice President shall assume the President’s duties with all associated powers and restrictions. If the Vice President is also unavailable, the Board of Directors shall select a member by majority vote to preside.

Unless the Board or By-laws specifically assign execution authority to another officer or agent, the Vice President may execute any contracts or other instruments on behalf of the Organization as authorized by the Board of Directors.

Section 6. Secretary

The Secretary is responsible for recording the minutes of meetings of the members and the Board of Directors, ensuring that all notices are properly given as required by the By-laws or by law, and acting as custodian of the organization's records and seal. The Secretary maintains a register of members' addresses, oversees the organization's correspondence, and keeps records of the Articles, By-laws, and any amendments.

The Secretary may delegate these duties to another officer, agent, or committee as appropriate, but this delegation does not relieve the Secretary of any responsibilities mandated by law or the By-laws. 

Section 7. Treasurer

The Treasurer is the chief accounting and financial officer of the organization. The Treasurer’s duties include maintaining accurate financial records for the organization, overseeing and managing all funds and securities, including their receipt and disbursement, preparing financial statements and member dues statements as required by the Board, and ensuring compliance with federal and state reporting requirements for the organization’s 501(c)(6) status.

The Treasurer may also take on other tasks assigned by the President or the Board of Directors or outlined in the By-laws. While the Treasurer can delegate these duties to another officer, agent, or committee, such delegation does not relieve the Treasurer of any legal or By-law responsibilities.

Section 8. Immediate Past President

The Immediate Past President will consult with the current Officers of the Association. The Immediate Past President may serve on committees as determined by these By-laws or by the President. The Immediate Past President will remain active on all issues and maintain active status as a voting member of the Board of Directors.

If the outgoing President or the incumbent Immediate Past President is unwilling or unable to serve as Immediate Past President, the position will remain vacant until another succession of the office of President occurs. 

Section 9. Immediate Past Treasurer

The Immediate Past Treasurer will consult with the current Officers of the Association. The Immediate Past Treasurer may serve on committees as determined by these By-laws or by the President. The Immediate Past Treasurer will remain active on all issues; however, is not a voting member of the Board of Directors.

ARTICLE VI - COMMITTEES

Section 1. General

Committees shall be established as outlined in these By-laws. Unless otherwise specified, the President shall appoint the Chairman and members of all committees. However, the President may delegate the appointment of additional members to the committee Chairman. If the bylaws designate a specific person to act as Chairman of a committee and that person is unable or unwilling to serve, the President shall appoint another member, subject to the approval of the Board of Directors. Unless otherwise stated in the By-laws, members from any class may be appointed to a committee.

Section 2. Committees

●       Conference planning
●       Education planning
●       Membership planning & outreach
●       Vendor outreach

Section 3. Other Committees

Aside from those already established, standing committees may be created by a bylaw. Special committees can be established through the By-laws, a resolution of the membership, a resolution of the Board of Directors, or by the President.

ARTICLE VII - AMENDMENTS

Unless otherwise specified, the Board of Directors can alter, amend, or repeal the By-laws or adopt new ones. This can be done at a regular or special meeting with written notice of the purpose. The By-laws may include any provisions for managing the Organization's affairs if they comply with the law.

ARTICLE VIII - RULES AND PROCEDURES

The moderator shall determine the rules of procedure based on fairness and in line with the organization's stated purpose (Article 1), ensuring all members have a reasonable opportunity to be heard. The moderator's decisions on procedural questions are final and binding.

The following order shall generally be observed at Board of Directors meetings:
1.         Call to order
2.         Reading of the minutes
3.         Unfinished matters
4.         New matters
5.         Adjournment

ARTICLE IX - FISCAL YEAR

The Association's fiscal year runs from January 1 through December 31. An annual financial report is completed within thirty (30) days after the end of the fiscal year and summarized for publication online for Association members. The Board of Directors may appoint a Certified Public Accountant to audit the Organization's financial records and accounts.

ARTICLE X - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the law or under the provision of the By-laws of the Association, a waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI – INDEMNIFICATION

Any present or former Director, officer, employee, or agent of the Association, or other such person so designated in the discretion of the Board of Directors, or legal representative of such person, shall be indemnified, including advances against expenses, by the Association against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Director, officer, employee, or agent, to the extent authorized by the Board of Directors. No indemnification or advance against expenses shall be approved by the Board or paid by the Association until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.