Bylaws

CONSTITUTION PREAMBLE

WHEREAS, Unity guided by intelligence is a source of, and the basis of constructive education, and WHEREAS, without intelligent organization we cannot acquire the coordination, which enables us to act together, concentrate our strength and direct our efforts toward the desired end, WHEREAS, it is desirable that we have full freedom of association, organization and designation for the purpose of promoting such unity and concept of action within the Barbecue industry throughout the United States of America, joining together for mutual understanding and sharing of knowledge, NOW THEREFORE, we have organized the NATIONAL BARBECUE & GRILLING ASSOCIATION, a not-for- profit membership organization.

NATIONAL BARBECUE & GRILLING ASSOCIATION BYLAWS

ARTICLE I
Name, Principal Office and Corporate Seal

Section 1 - Name
The name of this association is and shall be known as National Barbecue & Grilling Association chartered under the laws of the State of North Carolina as a non-profit organization.

Section 2 - Principal Office
The principal office of the association shall be at such place as determined by the Executive Committee. The registered office of the association shall be maintained in the state of incorporation.

Section 3 - Corporate Seal
The corporate seal shall have inscribed thereon “National Barbecue & Grilling Association” and “Corporate Seal” and the year of incorporation.

ARTICLE II
Section 1 – Objectives

1. To serve the public interest and to benefit the barbecue industry by fostering high standards of business conduct which merit public confidence.

2. To disseminate information helpful to the barbecue industry and to facilitate the exchange of ideas among members.

3. To sustain a friendly and cooperative relationship among the barbecue industry and the agencies with whom they do business.

4. To investigate, endorse, and inform the membership of specific services, programs, and products related to the industry.

5. To present information to the public and to governmental agencies that will help them to understand the role of the barbecue industry in the economy.

6. To encourage legislation and regulations constructive to the industry and to discourage legislation and regulations destructive to both consumers and businesses engaged in the barbecue industry.

7. Support the association’s Code of Professional Ethics.

ARTICLE III
Membership

Section 1 - Business Member
A business member shall be a business firm interested or engaged in business relating to the objectives of the NBBQA.

Section 2- Affiliate Business Member
An affiliate business member shall be any additional members of a business membership.

Section 3 - Individual Member
An individual member shall be a person interested or engaged in business relating to the objectives of the NBBQA.

Section 4 - Honorary Member
An honorary member shall be a person elected to such membership by either the Executive Committee or a majority vote of members present at the annual business meeting, who has distinguished himself or herself by outstanding service to the association or the barbecue industry and who has an established record of integrity and responsibility.

Section 5 - Application
An application for membership shall be submitted on such form as the Executive Committee may designate.

Section 6 - Voting
All business and individual members, in good standing, are eligible to one vote per business or individual membership.

Section 7 - Qualifications
An applicant for regular membership must meet the following qualifications: Agree to abide by the provisions of the Bylaws and the Code of Professionals Ethics of the Association. Be approved in accordance with the procedure for application review and acceptance or rejection and subsequent notification as set forth by the Executive Committee.

Section 8 - Resignation and Termination

Any member may resign from this Association by sending written notice accompanied by any dues or other accounts payable to the NBBQA Executive Office. The Executive Committee may terminate or suspend the membership of any member if:

1. The member is sixty (60) days in arrears in payment of dues or other accounts payable.

2. The member has so conducted himself /herself as to bring discredit to the Association or ? the barbecue industry or has failed to observe his or her duties and obligations as a member of the Association. Any member terminated in accordance with this provision shall immediately remove and further cease and desist to use any and all references and inferences of membership in this Association. All membership benefits will be discontinued when any member is terminated.

Section 9 - Vacancies

Vacancies in the Board of Directors or officers of the Association shall be filled for the unexpired terms by appointment of the President, upon approval of the Executive Committee.

ARTICLE IV
Chapters and Special Interest Groups

Section I - Chapters
For the mutual benefit of all, for the advancement of the barbecue industry and to further the objectives and services of the NBBQA, the Executive Committee may charter, modify or revoke charters to chapters of NBBQA and the Executive Committee shall establish the appropriate terms, conditions and policies. Chapters shall have such rights and responsibilities as the Executive Committee may prescribe from time to time. The chairperson for each established chapter shall serve as a director on the Board of Directors.

Section 2 - Special Interest Groups (SIGs)
For the mutual benefit of segments of the membership, the Executive Committee may establish, modify or dissolve special interest groups (“SIGs”) for members of the NBBQA. The SIG chairperson shall be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. The chairperson for each established group shall serve as a director on the Board of Directors. Special Interest Groups are: Products SIG, Enthusiasts SIG, Culinary SIG, Competition SIG, Business SIG, Marketing SIG, and Events SIG 

Section 3 – Special Interest Groups Council

The Special Interest Groups Council shall be comprised of a Chair, all individual SIG Chairs and the CEO. The SIG Council will serve as a collaborative communication channel between the Board and SIGs. The responsibility of the Council will be to report on SIG activities, bring forth recommendations to the Board and coordinate activities geared toward the advancement of NBBQA’s mission, strategy and goals.

ARTICLE V
Dues

Section 1 - Fiscal Year
The Association fiscal year shall run from January 1 to December 31. Dues shall be due and payable on the anniversary month of membership acceptance for each member.

Section 2 - Dues
The Board of Directors shall determine the amount of annual dues for business, affiliate business, individual and honorary members. Dues shall become effective with the approval of applications for membership and on the member’s renewal due month.

Section 3 - Application
Payment of the first year’s dues shall be payable to the Association with the application for membership. In the event an application for membership is not approved, the initiation fee and the first year’s dues shall be refunded.

Section 4 - Assessments
The Budget Committee and/or the Executive Committee may vote assessments, upon recommendation. An affirmative vote by two-thirds (2/3) of the membership of the Executive Committee shall be required in order for the assessment to be approved.

ARTICLE VI
Administration
Section 1 - Executive Committee
The management of the Association shall be vested in an Executive Committee. The Executive Committee shall perform such duties as may be imposed on it by these Bylaws and as may from time to time be necessary to carry out the spirit and intent of the objectives of the Association. It shall receive reports from the President and committees, and take such action, as it deems necessary.

Section 2 - Board of Directors
The Board of Directors shall consist of the President, President Elect, six (6) Directors at Large, two (2) Directors Emeritus, Secretary, Treasurer, and Immediate Past President that are active members in good standing.

Section 3 - Executive Committee
The Executive Committee shall consist of the following officers of the Association: President, President Elect, Secretary, Treasurer and Immediate Past President.

Section 4- Election
Officers and Directors of the Association will be elected in accordance to the bylaws and guidelines set by the Board of Directors.

Section 5 - Management
The Board of Directors shall appoint a CEO to be responsible for the management and operations of the Association, including the hiring and supervision of association staff contractors. The Board of Directors shall approve and review annually the CEO’s contract, including compensation and duties.

Section 6 - Compensation for Board of Directors
No salary or compensation for services shall be paid to any elected officer, director, committee member, or any member of the Association by reason of his /her office or membership.

ARTICLE VII
Elections
Section 1 - Nominating Committee
The President shall appoint an ad hoc nominating committee, consisting of at least three (3) members of the Association, one (1) of whom shall be the immediate past president. Elective officers shall be nominated by the nominating committee and presented to the members for voting.

Section 2 - Voting
Voting for officers and board members shall be by letter ballot. The Secretary shall be responsible to seeing that each member in good standing receives a ballot at least sixty (60) days prior to the annual membership meeting. Ballots shall be returned at least thirty (30) days prior to the annual membership meeting.

Section 3 - Ballots
Ballots shall be opened and counted in the presence of an officer of the Executive Committee and a member of the Association.

Section 4 - Tie
Majority vote shall prevail. In the case of a tie vote, the officer shall be decided by a majority vote of the Board of Directors.

Section 5 - Failure to Perform Duties
The Executive Committee may declare vacant the office of any officer or director who consistently fails to discharge the duties of their office or whose membership for any reason is revoked.

Section 6 – Qualifications for President Elect
Nominees for the role of President Elect shall be currently serving or have previously served a minimum of two (2) years on the NBBQA Board of Directors.

ARTICLE VIII
Powers and Duties

Section 1 - Immediate Past President
The Immediate Past President shall have such duties as deemed by the President. The office of Immediate Past President shall automatically be filled by the President just completing his/her term and shall serve a term of two (2) years as Immediate Past, President.

Section 2 - President
The President shall be the chief executive officer of the Association and shall preside at all meetings of the Executive Committee, the Board of Directors and the membership. He/she shall call all regular or special meetings and the annual business meeting. He/she shall appoint all standing committee chairmen, shall appoint all other committees as may be necessary to fulfill the objectives of the Association and shall be an ex-officio member of all committees. The President shall appoint a member-in-good-standing to fill any vacancy of the Executive Committee or Board of Directors for the unexpired term. The office of President shall automatically be filled by the President Elect following his/her term and shall serve a term of two (2) years as President. The President shall possess and exercise the powers of the Executive Committee whenever such committee is not in session and shall possess such other powers as may be conferred by these Bylaws or by the Executive Committee in specific charges. All actions of the President during the interim between meetings of the Executive Committee shall be reported to and be subject to approval by the Executive Committee provided that no rights of third parties shall be adversely affected by any revision or alteration of the President’s action.

Section 3 - President Elect
The President Elect shall preside in the absence of the President and shall preside at any meetings at the request of the President. If neither member can preside, then the President shall appoint another member of the Executive Committee to fulfill his or her duties at the meeting. The President Elect shall be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. The President Elect shall serve a two (2) year term after which he/she will become President.

Section 4 – Regional Board Members
Three (3) Regional Board Members shall be elected within each region in accordance with the Bylaws and guidelines set forth by the Board of Directors. Each Regional Board Member will be the chief executive officer of his/her region. He/she will help organize state chapters within his or her region according to the guidelines set forth by the Executive Committee. He/ she will appoint a chairperson for each state within his/her region and maintain the collective chairpersons as a regional council. Each Regional Board Member shall serve a term of two (2) years.

Section 5 – Board Members at Large
Three (3) Board Members at Large shall be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. Each Board Member at Large will be appointed by the President to serve a specific region AND other leadership duties as requested. Each Board Member at Large shall serve a term of two (2) years.

Section 6 - Secretary
The Secretary shall assure that the records are kept of the proceedings of the meetings of the Association, the Executive Committee, and the Board of Directors. He/she is responsible for the use of the official seal of the Association. The Secretary shall be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. The Secretary shall serve a two (2) year term.

Section 7 - Treasurer
The Treasurer shall have control and custody of the funds of the Association arid may delegate the authority with the approval of the Executive Committee. He/she is responsible for full accounting of all receipts and disbursements of the Association. He/she shall delegate the deposition of funds of the Association in such depository or the Executive Committee may designate depositories as. He/she shall delegate the approval of all disbursements upon presentation of proper vouchers or invoices to the Executive Vice President. The Treasurer shall present at each regular meeting of the Executive Committee an accounting of all transactions and a statement showing the financial condition of the Association. The Treasurer shall be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. The Treasurer shall serve a two (2) year term.

Section 8 – Board Members Emeritus The President shall nominate two (2) Board Emeritus Members requiring Board approval. Board Emeritus Members will serve a term of two (2) years as voting members of the Board. Nomination criteria include recognition as luminaries in the BBQ and grilling industry and a demonstration of great commitment to NBBQA.

ARTICLE IX
Meetings

Section 1 - Membership
A conference of members of the Association shall be held annually. The annual business meeting of the membership shall be held during the conference. A quorum of the membership at the annual business meeting or at any meeting called of the membership shall consist of a majority of members who are present and eligible to vote at a membership meeting. The President upon the request of the Executive Committee may call a special meeting of the membership. If such meeting is called, a written notice shall be sent to each member at least ten (10) days prior to such meeting with the date, time, place and purpose of the meeting.

Section 2 - Executive Committee
The Executive Committee shall meet semi-annually at such time and place designated by the President. One such meeting shall be held during the annual conference of all the membership. Only members of the Executive Committee shall reserve the right to terminate any officer when that member fails to attend two consecutive meetings of the committee, without probable cause.

Section 3 - Board of Directors
A Board of Directors meeting may be called at any time by the President or at the request of four (4) members of the Executive Committee. A quorum of the Executive Committee shall consist of four (4) officers. In instances when a tie-breaking vote is needed, the presiding officer shall cast the determining vote.

Section 4 - Regional Meetings
The Regional Board Members shall determine any regional meetings.

ARTICLE X
Committees

Section 1 - Standing Committees
Standing committees are formed by the objectives of the Association as determined by the Bylaws. The Standing Committee Chairpersons shall. be elected by the membership in accordance with the Bylaws and guidelines set forth by the Board of Directors. The chairperson for each established group shall serve as a director on the Board of Directors. Standing

Committees are as follows:

1. Membership Committee is charged with soliciting new members and retaining members in the Association. The membership chair shall evaluate the information provided by each Regional Vice President regarding new memberships and nonrenewed memberships. The membership chair shall also submit a proposal for member recruitment.

2. Budget and Steering Committee is charged with recommending to the Executive Committee the policy of the Association, activities, expenditures of funds for special purposes, and a budget to cover anticipated expenses. The committee also recommends changes in the amount of dues.

3. Ethics Committee is charged with responsibility in investigating any claims of unethical behavior by one of the members of the Association and making a recommendation to the Executive Committee for termination or suspension of membership for any alleged acts of unethical behavior by member.

4. Education Committee is charged with providing educational materials, seminars, workshops, publications and any educational program that will improve the knowledge of the membership about the barbecue industry and about the business workings of the industry.

5. Partnerships Committee is charged with responsibility for developing strong mutually beneficial corporate partnerships not only to drive revenue into the association but to also leverage the role of partners in an advisory and substantive capacity.

6. Regional & Local Involvement Committee is charged with cultivating engagement, activity, connection and leadership at the regional, state and local level.

Section 2 - Other Committees

The Executive Committee shall establish such other committees as may be necessary or required in the operation and conduct of the business and operation of the Association. Each such committee shall have such membership, authority and responsibility, as the President shall designate.

ARTICLE XI
Non-Liability and Indemnification

The Association, its’ Board of Directors, Officers and such independent management as it may retain, shall not be liable to any of its’ members for any statements, errors or omissions in any reports sent out by the Association, whether the same shall be due to the negligence of the Association, its’ Board of Directors, Officers, employees, independent management or otherwise; and each and every member of those that may hereafter become members, shall be deemed to have expressly released the Association, its’ Board of Directors, Officers and independent management from any and all liability for such statements, errors and omissions and, further, from any and all liability by reason of any agreements, contracts, obligations, acts, steps or plans entered into or undertaken by the Association on behalf of its’ members. Each present and future Director and Officer, and each agent and employee, whether or not then in office, shall be indemnified by the Association against expenses actually and necessarily incurred by or imposed upon him/her (including court costs and counsel fees) in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been a Director, Officer, agent or employee of the Association except in relation to matters as to which he/she shall be adjusted in such action, suite or proceeding to be liable for misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of other rights to which such Director, Officer, agent or employee may be entitled under any agreement of the members, as a matter of law or otherwise. No member of the Association shall have any right, title or interest in or to the whole or any part of the property or assets of the Association, and in the event of dissolution, liquidation, abandonment or winding up of the affairs of the Association, the assets remaining after paying all debts and obligations (or adequately providing for the latter) shall be distributed to one or more non-profit organizations designated by a majority of the Executive Committee, which organization or organizations shall have established its/or their tax exempt status under Section 501 (c)(6) of the Internal Revenue Code of 1954. In no event shall any assets inure to the benefit of or be distributed to any member of the Association. If the majority of the Executive Committee is not in full accord as to the disposition of assets within one (1) year from the date of the event causing its’ dissolution, liquidation, abandonment or winding up, then such assets shall be disposed of in such manner as may be directed by decree of the Superior Court of the State of North Carolina in and for the County of Mecklenburg.

ARTICLE XII
Amendments

The Bylaws may be altered, amended or repealed by two-thirds (2/3) vote of the Board of Directors present and eligible to vote at any regular meeting of the Board.

ARTICLE XIII
Code of Professional Ethics

We will have a general duty of integrity, honor, and fair dealing toward the general public. We will comply with all city, county, state and federal laws and shall endeavor to keep ourselves informed of those laws governing our business. We will not intentionally injure the business reputation of another member or competitor. We will employ truth and accuracy in advertising and selling. We will stand behind any guarantee given. We will not perform any act, which would bring disrepute to the Barbecue industry. We will encourage the system of free enterprise. We will constantly strive to improve business methods to the end that the public will be better served.