Promoting Public Administration and the Value of a MPA to North Carolina

Bylaws

BYLAWS OF THE NORTH CAROLINA PUBLIC ADMINISTRATION ALLIANCE

Article I – Name and Purpose

Section l: Name

The name of this organization shall be North Carolina Public Administration Alliance, hereinafter referred to as the Alliance.

Section 2: Purpose

The Corporation is organized for exclusively charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 and to engage in any lawful activity or activities for which corporations may be organized under Chapter 55A of the North Carolina General Statutes.  

Without limiting the generality of the foregoing, the purposes of the Corporation include:

  1. Bringing awareness to MPA programs as an educational opportunity;
  2. Highlighting the contribution of MPA programs to the public sector; and, 
  3. Providing an outlet for MPA students and Public Administration faculty to share and disseminate their research.

Article II – Membership

Section 1: Membership

Membership in the Alliance comprises the MPA programs from public universities in the State of North Carolina that also hold accreditation through the Network of Schools of Public Policy, Affairs, and Administration. 

Section 2: Dues

The annual dues for membership are established by the Board of Directors.

Section 3: Meetings

There shall be two annual meetings of the membership to conduct Alliance business.

Article III – Board of Directors

Section 1:  Purpose

The affairs of the Corporation shall be managed by its Board of Directors (hereinafter referred to as the Board). All directors shall be volunteers and shall not be paid personnel of this Corporation. The Board may exercise all corporate powers not specifically prohibited by the Articles of Corporation, Chapter 55A of the General Statutes of North Carolina, or Section 501(c)(3) of the Internal Revenue Code of 1986.

Section 2: Membership

The Board shall consist of accredited MPA programs in the state of North Carolina. 

2.1: Appointment and Term of Service – Members of the Board are appointed to three-year terms by the respective member programs. Any tenured or tenure-track faculty of the member program is eligible to serve on the Board. Appointment to the Board follows the State of North Carolina’s fiscal calendar with appointments being effective on July 1st of the appointed year.

2.2: Succession – In the event of a vacancy on the Board, the membership program responsible for the vacated position will select an eligible faculty member to fill the unexpired portion of the term.

2.3: Ex-Officio – In accordance with NCPAA bylaws on Membership, the Board can appoint members from a MPA or MPP program to serve in an ex-officio membership capacity. Ex-officio appointees serve in an advisory capacity and have no voting privileges. Ex-officio member appointments must be approved by two-thirds vote of members present at a meeting. Ex-officio membership is governed according to Alliance membership bylaws.

Section 3: Officers

The Officers of the Board should include a President, Treasurer, and a Secretary. Officers are elected annually from the Board membership and serve a one-year term. Officers may be appointed for a maximum of two consecutive terms. Appointment as an Officer follows the State of North Carolina’s fiscal calendar with appointments being effective on July 1st of the appointed year. The duties are the officers are as follows:

3.1: President – The president shall preside at all meetings of the Board and shall serve as the President of the Board of Directors of the Alliance; shall appoint the Chairs for any standing or ad-hoc committees.

3.2: Treasurer – The treasurer shall serve as the Treasurer of the Board of Directors and serve as the lead director of the Alliance’s finances; shall be responsible for the collection and dispersal of Alliance funds in accordance with policies established by the board; oversee financial reporting with the state and federal government, as appropriate; and shall perform such other duties as the President may direct.

3.3: Secretary – The secretary shall serve as the Secretary of the Board of Directors and record and maintain the minutes of the meetings of the Board; shall prepare the correspondence of the Board; shall maintain membership and files of all matters pertaining to the Corporation; and shall perform such other duties as the President may direct.

3.4: Succession – In the event of a vacancy of the Officers, the remaining Board members will elect a member to fill the unexpired portion of the term.

Article IV – Meetings

4.1: Biannual Board Meetings – The Board will have two regularly scheduled meetings per year. Faculty from member programs that do not serve on the Board may attend the Board meetings; however, only Board members may vote. 

4.2: Special Board Meetings – Special board meetings may be called from time to time either by the President with concurrence from the other officers or by written petition of 3/5 of the members of the Board.

4.3: Electronic Board Meetings – The President may put forth an issue by electronic means to the Board at his discretion for discussion and a vote. These votes shall be considered a part of the official records and a formal notification made at the next Business Meeting. Votes conducted through electronic means require full Board participation. Votes may be conducted via electronic mail, telephone, video conference call, or other similar types of electronic communication.

4.4: Quorum – The quorum for the transaction of business at any meeting of the Board shall be a simple majority of Board members.

Article V – Miscellaneous Provisions

Section 1: Earnings

No part of the net earnings of the Alliance shall inure to the benefit of, or be distributable to any Board member, member program, or any other private person, except that the Alliance shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Alliance to make payments and distributions in furtherance of the purposes set forth herein above.

Section 2: Scope of Activities

No substantial part of the activities of the Alliance shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Section 501(h) of the Internal Revenue Code), and the Alliance shall not participate in, or intervene in (including the publishing or distribution of statements concerning) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Alliance shall not carry on any other activities not permitted to be carried on:

  1. By an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or
  2. By an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 3: Dissolution

In the event of dissolution or final liquidation of the Alliance, after paying or making provision for the payment of all of the liabilities and obligations of the Alliance and for necessary expenses thereof, all of the remaining assets and property of the Alliance shall be distributed to the Southeastern Conference for Public Administration provided that they remain organized and operated exclusively for charitable or educational purposes as shall at that time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, and if not, to an organization which does so qualify. In no event shall any of such assets or property be distributed to any member of the Board or to any private individual.

Section 4: Fiscal Year

The fiscal year of the Alliance shall be July 1st to June 30th. 

Article VI – Amendments

Section 1: Amendments

Amendments to these By-Laws may be proposed by the Board and such proposed amendments may be adopted by a two-thirds vote of the members of the Board present and voting at a regularly called meeting.

Article VII – Immunity and Indemnification

Section 1: Immunity

Directors and officers of the Corporation shall be immune individually from civil liability for monetary damages, except to the extent covered by insurance, if any may exist, for any act or failure to act arising out of this service, except where the person:

  1. Is compensated for his services beyond reimbursement for expenses;
  2. Was not acting within the scope of his official duties;
  3. Was not acting in good faith;
  4. Committed gross negligence or willful or wanton misconduct that resulted in the damage or injury;
  5. Derived an improper personal financial benefit from the transaction
  6. Incurred the liability from the operation of a motor vehicle; or
  7. Is a defendant in an action brought under the NC General Statutes provision pertaining to liability for unlawful loans or distributions.

Section 2: Indemnification

Any person who at any time serves or has served as a member of the Board of the Corporation shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by that person in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative, or investigative, and including any derivative action or proceeding on behalf of the Corporation, seeking to hold that person liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by that person in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such action, suit or proceeding. In no event, however, shall there be any indemnification when the Corporation itself brings any of the above proceeding upon specific authorization of the Board of Directors, unless the Board of Directors subsequently specifically determines indemnification to be appropriate.

The Board shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this Bylaw, including without limitation, to the extent needed, making good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due. 

The Board of Directors may advance expenses incurred by a director or officer in defending any threatened, pending or completed action, suit or proceedings in advance of the final disposition as may be authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such expenses. Subject to receipt of such undertaking, the Corporation shall make reasonable periodic advances for expenses unless the Board of Directors shall determine, based on the facts then known that indemnification is or will be precluded.

Any person who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be inclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw.

Adopted July 31, 2019.
Amended October 27, 2022.