Article I – NAME
This Association is an Arizona non-profit corporation and shall be known as the National Association of Professional Process Servers, hereinafter referred to as NAPPS.
Article II – PURPOSE
To promote, upgrade, and perpetuate the process serving profession through the following objectives:
Section 1. Promoting legislation and rules which will advance the profession.
Section 2. Combating legislation and rules which may harm the profession.
Section 3. Promoting and maintaining professional and ethical standards for the profession.
Section 4. Advance relations between the profession and the legal community - attorneys, judges, clerks, officers of the court and the general public, both nationally and internationally.
Section 5. Assisting in the formation and continuation of state and regional associations representing the profession.
Article III – MEMBERSHIP
Section 1. Classes of membership and requirements for membership shall be defined by the Board of Directors. All members agree to abide by the Bylaws and Code of Ethics of NAPPS as a condition of membership.
Section 2. Membership in NAPPS shall be open to all persons who have been affiliated with the profession of process serving for a minimum of one year. Applications must also be accompanied by no less than two (2) professional letters of reference. The letters must be from someone over the age of 18 and cannot be from a family member or employer/employee of the applicant’s firm. The letters must state knowledge of the applicant’s experience in the process serving profession. Membership is approved on an individual basis and is not transferable.
Section 3. All applications for membership must be completed in full on a form approved by the Board of Directors. Each application shall be accompanied by the appropriate fees at the time of the application as prescribed by the Board of Directors. These fees shall be deposited into the General Fund. If the application is rejected, all fees less any application fee shall be returned to the applicant.
Section 4. Membership shall not be granted to any person who has been convicted of a felony unless such conviction was officially pardoned or the record thereof has been expunged. In addition, membership shall not be granted to any applicant who has had their license, permit or right to serve process revoked by any issuing authority unless said revocation has been pardoned or the record thereof expunged. Any convictions or revocations described in this section that are more than five years old shall not be grounds for automatic denial of membership. Any applicant whose application for membership has been denied may appeal that denial to the Board of Directors for reconsideration. The Board of Directors, for good cause shown, may waive this section and grant membership.
Section 5. No person shall be denied membership because of their race, color, religion, gender, ethnic origin, sexual orientation or disability.
Article IV – DUES
Section 1. The annual dues shall be determined by majority vote of the membership at the Annual Meeting and shall remain in effect until changed.
Section 2. The year covering the payment of dues shall be July 1 to June 30 of the following year.
Section 3. A member whose dues have not been paid by July 31 of any year shall be considered delinquent. If the dues have not been paid by August 31 of that year, membership shall be forfeited. Reinstatement shall be permitted on the terms and conditions as approved by the Board of Directors.
Article V - ELECTION of the BOARD of DIRECTORS
Section 1. The Board of Directors shall consist of the following officers, President, First Vice-President, Second Vice-President, Secretary, Treasurer, and four non-officer (4) Directors. Term of each Board Member shall be from Annual Meeting to Annual Meeting.
Section 2. No NAPPS member shall be eligible to be a Board Member until they have been a NAPPS member for two (2) years. No member shall be eligible to be President until they have been a member of the Board of Directors for at least two (2) years.
Section 3. The Immediate Past President shall serve one year as a Director on the Board of Directors.
Section 4. Three (3) directors shall be elected unless the current president is re-elected, in which event four (4) directors shall be elected.
Section 5. Officers shall be elected by majority vote of votes cast by members present at the Annual Meeting. Remaining directors shall be elected in a single ballot with each member casting up to four (4) votes Members may not vote for the same nominee for more than one seat. Ballots reflecting such votes shall be void as to such seats for which votes have been made for the same nominee. Nominees receiving the highest plurality of votes will fill all seats in order of total votes received. Majority vote shall not be required for the election of the remaining directors. No proxies shall be allowed.
Section 6. At no time shall more than two members of the Board of Directors be from the same state, District of Columbia, territory or from outside the United States.
Section 7. No member shall hold the office of President for more than two (2) consecutive terms.
Section 8. A vacancy in any office or directorship shall be filled by majority vote of the Board of Directors within fourteen (14) days of such vacancy.
Section 9. Each member of the Board of Directors shall be entitled to receive from NAPPS a stipend for each board meeting attended, excluding the Annual Meeting, in an amount to be determined by a majority of the votes cast by members present at the Annual Meeting and shall remain in effect until changed.
Article VI - DUTIES of OFFICERS
Section 1. The administration and management of the association shall be controlled by the Board of Directors. They shall have the authority to do any and all things necessary for the administration and management of NAPPS. Decisions shall be reached by majority vote of the Board of Directors present. No proxy voting shall be allowed.
Section 2. The President shall preside at all meetings, shall make all appointments that are deemed necessary to administer NAPPS, and shall submit at the Annual Meeting an annual report describing programs and Board of Director actions. The President shall be an ex officio member of all committees. All appointments made will expire at the conclusion of the President’s current term.
Section 3. The First Vice-President shall perform the duties of the office of President whenever the President is unable to do so.
Section 4. The Second Vice-President shall perform the duties of the office of president whenever the President and First Vice-President are unable to do so.
Section 5. The Secretary shall cause to be recorded the minutes of all meetings of the Board of Directors and the Annual Meeting.
Section 6. The Treasurer shall be responsible for overseeing all fiscal policies and procedures adopted by the Board of Directors. Specific responsibilities of the Treasurer shall include:
Presenting an annual financial report of NAPPS at the Annual Meeting that includes a balance sheet, income and expense declaration and profit and loss statement.
Section 7. A petition, signed by members representing fifteen (15) percent of the total votes eligible to vote at that time in NAPPS requesting the holding of an election for the purpose of recalling a member of the Board of Directors may be filed at any time with the Secretary. If recall is for the Secretary, the petition shall be filed with the President. After verification of signatures, the President shall certify the petition and immediately direct a ballot be mailed to each member. The ballot shall read as follows:
Shall --name of director-- Be Recalled?
A "yes" vote shall be counted as for the recall and a "no" vote shall be counted as against the recall. Only members in good standing shall be entitled to vote at such election. Such a recall shall require two-thirds affirmative vote of executed ballots received by the Secretary or President within fifteen (15) days. If the recall is successful the Board may fill the vacancy at its next meeting.
Article VII – DISCIPLINE
Section 1. The Board of Directors shall adopt procedures for arbitration and grievance. All members are bound by the arbitration and grievance procedures as adopted by the Board of Directors. The Board of Directors may, in its sole discretion, approve or disapprove any penalties recommended by an Arbitration or Grievance panel, including but not limited to revocation of membership, suspension of membership and monetary assessments.
Section 2. Membership may be suspended or revoked by a two thirds (2/3) majority vote cast by the Board of Directors for violations of these Bylaws, Code of Ethics and/or Policies established by NAPPS. Membership may not be revoked or suspended except pursuant to a procedure which is fair and reasonable, and is carried out in good faith
Section 3. A member shall not have his or her membership revoked or suspended without first receiving written notice of the reasons thereof. Said written notice shall be provided to the member not less than fifteen (15) days prior to the effective date of the revocation or suspension. Written notice must be by First Class mail sent to the last address of the member shown on NAPPS’ records, and by electronic means if available.
The affected member may petition the Board of Directors in writing for reconsideration of the discipline administered. Such petition shall be forwarded directly to the Grievance Chairperson so as to be received by the Grievance Chairperson not later than seven (7) days following the date of the written notice issued on behalf of the Board of Directors. However, the Board of Directors, for good cause shown, may grant an extension of time to submit the Petition. The Petition shall state the basis upon which the member seeks reconsideration and shall further allege why the action taken by the Board of Directors is not fair and reasonable. The Board of Directors are authorized to decide that the proposed disciplinary action should not take place, or that such action is fair and reasonable, taking into consideration all the relevant facts and circumstances.
A member whose membership has been revoked or suspended may be liable to NAPPS for dues, assessments, or fees as a result of obligations incurred prior to the disciplinary action.
Article VIII – MEETINGS
Section 1. An Annual Meeting shall be held at a site chosen by the Board of Directors. Officers’ reports, committee reports and any new or old business shall be discussed at the meeting.
Section 2. There should be no fewer than three (3) regularly scheduled Board of Director meetings called by the President per year. The membership shall be notified of all regularly scheduled Board of Director meetings.
(a) A Special Meeting of the Board of Directors may be called by the President at any time with twenty-four hours notice, or within thirty (30) days of the request of three (3) members of the Board of Directors. The membership shall be notified of Special Board of Director Meetings by posting a notice of the meeting on the NAPPS website at least twenty four (24) hours, if practical, prior to the Special Board Meeting. The Agenda for a Special Board Meeting will include only those topics where circumstances demand an immediate decision of an issue and that delaying a resolution of the issue until the next scheduled Board of Directors Meeting would result in pecuniary damage or damage to the reputation of NAPPS and/or its membership.
(b) Any member of the Board of Directors shall be deemed present at a Special Board Meeting if by means of conference telephone or other electronic means, including, without limitation, the Internet, all persons participating in the meeting can hear each other or read the proceedings substantially concurrently with their occurrence, vote on matters submitted to the directors and pose questions to the other directors. Participation in a meeting pursuant to this Section 3 shall constitute presence in person at the meeting.
(c) Any action which may be taken at a Special Board Meeting, or by action of the members of any Committee appointed by the Board of Directors, may be taken without a meeting, if a consent in writing setting forth the action so taken shall be signed by all of the Board of Directors or the members of the Committee, as the case may be, and filed with the Secretary of the Corporation. Any such consent in writing may be executed in one or more counterparts, all of which together shall constitute one consent.
Section 4. Members and non-members shall be admitted to all regularly scheduled Board of Director meetings and the Annual Meeting except Executive Sessions and meetings of the Donald C. ‘Mac’ MacDonald Award Selection Committee unless disapproved by a majority of the members present. Only meetings involving the personal affairs of any individual or involving issues deemed confidential by a majority vote of the Board of Directors present may be held in Executive Session. If a grievance has been filed against a member, and all parties agree the matter shall not be heard in Executive Session, the meeting and full record of the grievance shall be open to all members.
Section 5. The latest edition of Robert's Rules of Order shall govern the conduct of all meetings except where in conflict with the Bylaws and/or Policy Manual.
Article IX - BYLAW AMENDMENTS
Section 1. Proposed bylaw amendments must be submitted to the Secretary not less than sixty (60) days prior to the date of the annual meeting and published to the membership not less than thirty (30) days prior to the annual meeting. The Secretary shall cause the proposed bylaw amendments or revisions to be published to the membership in The Docket Sheet, on the NAPPS Web site and/or by other reasonable means not less than thirty (30) days prior to the annual meeting.
Section 2. The Bylaws may be amended or revised by an affirmative vote of at least two-thirds of the votes cast at the Annual Meeting.
Section 3. Bylaw amendments or revisions may be acted upon only at the time published in the Annual Meeting agenda unless a majority of the membership present at that time agree to a later time for further action on them.
Section 4. The Bylaws may also be amended or revised by unanimous vote of the Board of Directors.
Article X - LIMITATION OF DIRECTORS’ LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1. Limitation of Directors’ Liability. No director of NAPPS shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless the director has breached or failed to perform the duties of his or her office under the Arizona Nonprofit Corporations Act; provided, however, that the provisions of this Section 1 shall not apply to the responsibility or liability of a director pursuant to any criminal statute, or to the liability of a director for the payment of taxes pursuant to local, state or federal law.
Section 2. Indemnification and Insurance.
a) Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be indemnified and held harmless by NAPPS for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Arizona law against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section 2 shall be made, however, in connection with (i) a proceeding by (or in the right of) NAPPS in which the director was adjudged liable to NAPPS; and (ii) a proceeding in which the director was adjudged liable on the basis that the director received an improper benefit.
(ii) For purposes of this Section 2, (A) “Indemnitee” shall mean each director or officer of NAPPS who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a director or officer of NAPPS or is or was serving in any capacity at the request or for the benefit of NAPPS as a director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending or completed action, suit or proceeding (including without limitation an action, suit or proceeding by or in the right of NAPPS, whether civil, criminal, administrative or investigative.
a) No Exclusivity of Rights. The rights to indemnification provided in this Section 2 shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of NAPPS’s Articles of Incorporation or Bylaws, agreement, vote of members or directors, or otherwise.
b) Insurance. NAPPS may purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Arizona law against any expense, liability or loss, whether or not NAPPS would have the power to indemnify such person under Arizona or other law. NAPPS may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
c) Fund for Payment of Expenses. NAPPS may create a fund of any nature, which may, but need not, be under the control of a trustee, or otherwise may secure in any manner its indemnification obligations, whether arising hereunder, under the Articles of Incorporation, by agreement, vote of members or directors, or otherwise.