Article 1: Name
The name of the organization shall be the Northwest Pyrotechnics Association, hereinafter referred to as “NPA”.
Article 2: Mission and Purpose
The Northwest Pyrotechnics Association is a nonprofit organization. The purpose of the NPA shall be to promote and encourage safe, legal, and artful pyrotechnic operation throughout the Northwest through training, demonstration, and exchange of information.
Article 3: Membership
Section 1: Membership Eligibility
Any person of good standing may become a member of NPA. Membership under the age of 18 will be allowed provided they have a parent or guardian who is a member in good standing with the club.
Section 2: Membership Classes
- Regular membership – Available to any individual over the age of 18. This membership class has voting privileges.
- Family membership – Available to any individual over 18 and their immediate family members. One individual over the age of 18 has voting privileges.
- Associate membership – Available to any individual over the age of 18 but does not include voting privileges or access to the electronic forum. The purpose is to participate in a single event and evaluate becoming a full member. May be converted to an annual membership during the same year.
- Lifetime Membership – Available to any individual over the age of 18. Does not include immediate family, which is available each year as specified on the membership application.
- Industry Partner – Consideration to be negotiated.
Annual membership shall expire on the anniversary of the actual acceptance of application and dues.
Section 3: Termination of Membership
Membership will be terminated upon non-payment of annual dues. Membership may be terminated for displays of conduct not in the best interest of the association. Overtly unsafe or illegal acts shall be cause for immediate suspension by the ‘Board of Directors’ or the ‘Safety Committee’.
Termination for cause shall be accomplished by a majority vote of the general membership.
Article 4: Board of Directors
Section 1: Composition
The Board of Directors shall consist of five members who are the officers of the club.
Section 2: Powers and Duties
The Board of Directors shall keep a complete published record of all its activities and present a full statement to the members at the regular Annual Meeting. The Board of Directors shall appoint all necessary committees. The Board of Directors shall conduct day to day business of the group and represents members of group.
Section 3: Meetings
Meetings of the Board of Directors can be called at any time by any member of the Board of Directors.
Article 5: Officers
Section 1: Officers
The officers of the Northwest Pyrotechnics Association shall consist of the President, Vice President, Secretary, Treasurer and the Webmaster as a member at large.
Section 2: Qualification
Officers shall be active members of the NPA and must maintain this status for the duration of their term.
Section 3: Term of Office
Officers shall be elected for a term of two years or until a successor is elected, or until removed or resigns. To provide continuity, the president and secretary shall be elected in even numbered years. The vice president and treasurer are elected in odd number years. The Webmaster is a voluntary position approved by the board and may act in that capacity until resignation.
Section 4: Duties of the President
The President shall preside at all meetings of the members and at all meetings of the Board of Directors. He shall as deemed necessary, call special meetings of the Board of Directors. He shall sign, as President, all documents requiring the signature of a Chief Executive Officer; and shall appoint all committees. He shall perform and discharge such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.
Section 5: Duties of the Vice President
The Vice-President shall perform the duties of the office of the President in the absence of the President.
Section 6: Duties of the Secretary
The Secretary shall take minutes at every meeting of the board, the annual meeting, and any other general membership meeting. The Secretary shall maintain archives of the minutes and publish the proceedings. The Secretary shall keep a correct roll of all members and their addresses.
Section 7: Duties of the Treasurer
The Treasurer shall receive all of the moneys of NPA, giving his receipt thereof, and shall have the custody and control of all the funds, subject to the direction and control of the Board of Directors, and shall keep a correct and accurate account of all moneys received and disbursed, and of the financial condition of the NPA, and he shall whenever required by the Board of Directors, prepare and submit a statement of financial condition of the NPA. His books shall at all times be open and accessible to inspection and audit by the Board of Directors.
The Treasurer is the chair of the audit committee and shall have the records audited by an independent entity at such times and frequency as directed by the board of directors.
The Treasurer shall also make a quarterly report to the NPA members via the online media forum.
Section 8: Duties of the Webmaster / Member at Large
The Webmaster shall act to maintain the integrity of the NPA website both in the public view and in the member only forum. In any matter resulting in a tie vote of the Board he/she shall cast the deciding vote in the best interest of the membership. One other competent member of the board or special committee shall serve as a backup with full access, privileges and accountability for the electronic well being of NPA.
Section 9: Removal From Office
Any complaint against any of the officers alleging neglect or unfaithful performance of his duties shall be made in writing and addressed to the President (excepting any complaint against the President, in which event any such written complaint should be addressed to the Vice-President). It shall be at the discretion of the Board to either expel the officer or bring his or her matter of conduct before a meeting of the general body for a vote.
Section 10: Vacancies In Office
Whenever a vacancy occurs (other than President), the remaining Board of Directors shall fill such vacancy by election, by majority vote of the entire Board, of some other member to fill such vacancy and such new officer shall hold office until the election of a successor by the members at the next regular meeting, to complete the remainder of that replaced director’s term. Any officer who ceases to be a member of NPA shall thereupon cease to be an officer. If the President vacates their office, the Vice President shall assume the office of president for the remainder of the term or until a special election of a successor can be held by the members.
Article 6: Membership Meetings
Section 1: Business meetings
A physical business meeting shall be held at least annually as called by the board of directors. It shall typically be held at the annual spring shoot the third weekend in May. This date may be altered in the best interest of the board and membership. The time and place of such meetings will be delivered to the membership by electronic notification.
Section 2: Quorum
A quorum shall consist of 10% of the membership of the NPA.
Section 3: General Agenda of the Meeting
The general agenda of the meeting shall consist of:
- Minutes of the last meeting
- Secretary’s report
- Treasurer’s report
- Any other officer’s report
- Committee reports
- Old Business
- New Business
Section 4: Voting
All adult active members in good standing shall have one vote. Voting shall be by simple majority unless otherwise provided for elsewhere in these bylaws.
Article 7: Business Practices
Section 1: Funds
All moneys belonging to the NPA shall be deposited in such bank or banks or invested as directed by the Board of Directors.
Section 2: Expenditures and Receipts
The Board of directors shall have the power to disburse and receive funds necessary to conduct the essential business function of NPA including:
- Annual Liability Insurance including Board Member coverage.
- Federal, State and BATFE or other licensing fees.
- Actual cost of Web Domain Registration, Hosting and required Software Licenses.
- Banking, mailing and Post Office Box fees.
- Significant asset acquisition outside of normal and prudent operating costs SHALL be approved by the membership.
Section 3: Agents
The membership may authorize any officer, officers, agent, or agents to enter into any contract, or execute and deliver any instrument, in the name of, and on behalf of, the association. Such authority may be general or confined to specific instances.
Section 4: Audit
The treasurer of NPA is the chairman of the audit committee. An audit of the NPA should be conducted annually at the Spring Convention by the outgoing and incoming Treasurer in the changeover years and between the Secretary and the Treasurer in the other years, or at other times at the request of the membership.
Section 5: Fiscal Year
The Fiscal Year for NPA shall be the calendar year.
Section 6: Reserves
The minimum operating reserves of NPA shall be the sum of the required deductibles for liability insurance for the Association and its Board Members. This section will not preclude us from continuing our membership and having meetings but prevents engaging in activities as an Association that are not covered under NPA or a Sponsor’s insurance.
Article 8: Committees
Section 1: Formation
The President, with the consent of a majority of the Board of Directors, may appoint standing committees, consisting of such Directors or members and for such terms and with such powers and duties, as it shall in its discretion determine. Said standing committees shall consider such specific matters and perform such specific functions as the Board of Directors may, in its discretion, prescribe.
Section 2: Standing committees
Article 9: Amendment Process for By-laws
The by-laws may be altered, amended, or repealed, and new by-laws may be adopted by two thirds (2/3) majority vote of the membership present at the annual meeting. Changes to the bylaws should be sent to all members by written notification in advance of the annual meeting.
Article 10: Parliamentary Authority
The current edition of Roberts Rules of Order is the parliamentary authority for conduct of any meeting. One person, not on the board or officer, should be designated parliamentarian to settle disputes.
Article 11: Dissolution
Upon the dissolution of the NPA, Lifetime members shall be refunded those dues less the annual member fee that would have actually occurred. Should there be insufficient reserves, this will be done pro rata. Remaining assets shall be transferred to such charitable organizations as the Board shall designate, which then qualify as tax exempt under section 501(c) (3) of the Internal Revenue Code or corresponding provisions then in effect.