NCAPS Bylaws

Bylaws

 

Article I
NAME AND OFFICE

Section 1. Name - The name of this Association shall be the National Christian Association of Professional Speakers (NCAPS).

Section 2. Office – The Association shall maintain a statutory agent with an office in the State of South Dakota. The principal office and other offices of the Association may be established within or without the State of South Dakota as required by law and as the Board of Directors of the Association may from time to time determine.

Article II
PURPOSES

The primary purpose and objective of the National Christian Association of Professional Speakers shall be set forth in the Articles of Incorporation.

Article III
MEMBERSHIP CATEGORIES AND QUALIFICATIONS

Section 1.  Membership

Members meet the requirements set forth in Section 2.1 of these Bylaws have their primary residence within the United States.

 

Section 2. Qualifications - The following qualifications define each Membership Category:

2.1   Any individual shall be eligible to apply for any category of membership in the Association who:

2.1.1.   Either (a) earns a portion of his or her income from professional speaking engagements for a fee, (b) aspires to earn a portion of his or her income from professional speaking engagements for fee, or (c) supports individuals who earn a portion of income from professional speaking engagements for a fee.

2.1.2   Agrees to abide by the Association’s Bylaws, Creed, Professional Conduct Policy and such other policies or procedures as may be adopted by the Board of Directors from time to time.

Section 3.  Approval of Members - Any individual eligible for membership under these bylaws may be approved for membership on written application in accordance with procedures adopted by the Board of Directors.

Section 4.  Rights and Responsibilities - All members in good standing shall enjoy the rights and privileges afforded by the Association, including the right to hold office, participate in Association activities, and receive benefits and services as determined by the Association.

Section 5.  Censure, Suspension, and Expulsion - Members of the Association may be censured, suspended, terminated, or otherwise sanctioned for cause. Sufficient cause shall be a violation of the Association’s Bylaws, Creed, Professional Conduct Policy or any other policy or procedure duly adopted by the Association, or any other conduct prejudicial to the best interests of the Association. The Board of Directors shall adopt disciplinary policies and procedures which are consistent with all requirements of the state of South Dakota.

Section 6.  Membership Term - Each member's term of membership shall expire annually, but may be renewed by payment of dues, fees, or assessments in accordance with the provisions of Article IV of these Bylaws. Except for Legacy Members who pay in full for lifetime membership prior to Oct 13, 2026.

Section 7. Resignation of Membership - Any member resigning from membership shall not be entitled to any refund of dues, assessments or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the Association incurred prior to such resignation. Upon resignation, a resigning individual shall have no rights or claim against the Association.

Section 8. Non-Transferability of Membership - Membership in the Association is individual and is nontransferable and non-assignable.

Article IV
DUES AND FINANCES

Section 1. Dues, Fees and Assessments - Dues, fees and assessments, if any, and the payment date for the same shall be determined by the Board of Directors.

Section 2. Contributions - The Association, at any time, may accept and use contributions or gifts made to it by any person, firm or corporation for any lawful purpose.

Section 3. Failure to Pay - Members who fail to pay their dues, fees or assessments, at the time they become due, shall be notified of the same by the Association. If payment is not made within the next succeeding 30 days, such member shall, without further notice, be dropped from membership and thereupon forfeit all rights and privileges of membership.

Section 4. Disbursements - The disbursement, banking and transfer of any and all Association funds shall be according to policies and rules adopted by the Board of Directors.

Section 5. Fiscal Year - The fiscal year of the Association shall be as determined by the Board of Directors.

Section 6. Bonding - Any person entrusted with the handling of funds or payments of the Association shall obtain and maintain either a fidelity bond or appropriate insurance at the cost of the Association.

Section 7. Budget - In advance of each fiscal year, the Treasurer and Chief Executive Officer shall propose and the Board of Directors shall adopt an annual operating budget covering all activities of the Association.

Section 8. Audit - The accounts of the Association shall be audited in accordance with Statements on Auditing Standards not less than every third year. In years in which an audit is not performed, a review engagement in accordance with Statements on Standards for Accounting and Review Services shall be performed. In addition, during review years, audit-like procedures shall be performed as a consulting assignment upon accounts deemed high risk by the Audit Committee. Reports from the audit, review and consulting procedures performed shall be directed to the Audit Committee then approved by the Board.

Article V
MEETINGS OF MEMBERS 

Article VI
BOARD OF DIRECTORS

Section 1. Composition and Term of the Board - The Board shall consist of not less than three (3) elected Directors and not more than seven (7) including the CEO of the organization.

Elected Directors shall serve staggered terms of two (2) year minimum to start. Each board member commits to an initial 2-year term of service.

Following the initial term, board members may resign at any time by providing written notice or may be removed in accordance with the bylaws.

The elected Directors and voting members of the board may be 

1. The Board Chair
2. The Chair-Elect
3. The Immediate Past Chair of the Association 
4. Secretary
5. Treasurer
6. Hired CEO of the organization

The Board Chair, in addition, may appoint a member, with approval of the Board, to serve on the Board for a term of one (1) year. Such member shall have responsibilities equal to other Board members including voting provided they have successfully completed an approved selection and review process.

Section 2. Power of the Board - The Board of Directors 

• Shall have ultimate responsibility for the governance of the affairs of the Association
• Shall ensure compliance with legal requirements, 
• Shall determine its policies or changes therein within the limits of these Bylaws and the Articles of Incorporation, including education programs, awards, and designations, 
• Shall actively execute its purposes and shall have discretion in the disbursement of its funds. 
• The Board of Directors may adopt such policies and procedures for the conduct of the Association's business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 3. Meetings - The Board of Directors shall have an annual meeting. In addition, special meetings of the Board shall be held upon call of the Board Chair, and shall be called by the Board Chair upon the written request of a majority of the voting members of the Board of Directors, at such time and place as the Board Chair may designate. 

Notice of all meetings of the Board of Directors shall be sent to each Director at least two (2) days prior to the time appointed for such meeting. The Board may conduct meetings by telephone or similar virtual communications equipment pursuant to which all participants may hear each other simultaneously. The Board may act other than at a meeting by unanimous written consent, including by mail or email.

Section 4. Quorum - TBD 

Section 5. Compensation - Directors, as such, shall not receive any stated compensation for their services as Directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Association.

Section 6. Resignation or Removal - Any Director may resign at any time by giving written notice to the Board Chair, the Chief Executive Officer or to the Board of Directors. Such resignation shall take effect at the time specified in the notice, or if no time is specified, at a time determined by the Board Chair or by the Board. 

Any member of the Board unable to attend a meeting shall advise the Board Chair as to the reason for the absence prior to the meeting. 

A Director may be removed from office with or without cause by a unanimous vote of all Directors at any regular or special meeting, provided that the notice of such meeting stated that a purpose of the meeting was the removal of the Director.

Section 7. Vacancies - A vacancy in the office of a voting Director may be filled by the Board of Directors for the balance of the remaining term, with consideration given to the individuals previously nominated.

Section 8. Voting - Voting rights of a Director shall not be delegated to another or exercised by proxy. Directors will refrain from voting on items pertaining to their role and/or which could be considered a conflict of interest.

Section 9. Policy and Procedures Manual - The Board of Directors of this Association shall establish a "Policy Manual" which may contain information, procedures, policies or elaboration upon these Bylaws.

Article VII
OFFICERS

TBD

Article VIII
COMMITTEES, COUNCILS and TASK FORCES

TBD

Article IX
CHAPTERS AND AFFILIATES

Section 1. Chapters - In accordance with such policies and procedures as may be adopted by the Board of Directors, the Board may charter groups of members to be chapters of the Association upon application of such members who are within a similar geographic area or similar community group. Such chapters shall have rights, responsibilities, conditions, policies, and privileges as may be determined by the Board of Directors. The Board may revoke or modify charters in accordance with such policies and procedures as the Board may adopt from time to time.

Section 2. Affiliates - The Board of Directors may create such ancillary and affiliate organizations, associations and foundations as it deems appropriate or necessary.

Article X
MISCELLANEOUS

Section 1. Procedures - All meetings of the Association shall be governed by parliamentary law as set forth in Robert's Rules of Order (most recent edition) when it does not conflict with these Bylaws or with duly adopted policies and procedures of the Association.

Section 2. Code of Ethics - The Board of Directors may promulgate a creed and such rules of professional conduct and the procedures for their enforcement as it deems necessary.

Section 3. Indemnification - The Association shall indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, committee or council member, employee or agent of the Association or who is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee or council member, employee or agent of the Association or who is serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise, against any liability asserted against such person and incurred in any such capacity, or arising out of such person's status as such, regardless of whether the Association would have the power to indemnify against such liability.

Article XI
AMENDMENTS

These Bylaws may be amended, repealed or altered, in whole or in part, pursuant to a two-thirds vote of the Board of Directors, provided that the Board members have been notified of the proposed amendments at least 15 days in advance of the meeting at which the vote will be taken, and provided that no such amendment shall be inconsistent with the provisions of the Articles of Incorporation.

These Bylaws were adopted by the Association on September 22, 2026, and supersede any previously adopted Bylaws.