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 must meet the requirements set forth in Section 2.1 of these Bylaws and have their primary mailing address 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 may be required to obtain and maintain either a fidelity bond or appropriate insurance at the cost of the Association and the discretion of the Board.

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 internally reviewed yearly. An external review is recommended every 3-5 years at the board’s discretion. 

Article V
MEETINGS OF MEMBERS 

Section 1. Annual Meeting - The annual informational meeting of the Members shall be held at such place (virtual or in person) and on such dates as may be determined by the Board of Directors. Notice of such meeting shall be communicated to each member at least 10 days but not more than 60 days before the time appointed for the meeting. Any notice required or permitted in these Bylaws may be communicated in any manner permitted by the state of South Dakota.

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/President
2. The Vice-Chair
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 - A majority of the Directors then in office constitute a quorum.  A majority of Directors must be present to vote.

 If a quorum is not present, a majority of those voting Directors present may adjourn the meeting from time to time, without further notice, until a quorum is present.

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. Adding Members to Board of Directors - Seats on the Board Directors may be filled by nominations from other members of the Board of Directors, and confirmed by unanimous vote.

Section 8. 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 9. 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 10. 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

Section 1. Officers - The officers of the Association shall be the Board Chair, Treasurer/Secretary, and Chief Executive Officer, and such other officers as may be deemed necessary by the Board of Directors. (such as Board Vice-Chair or Immediate Past Chair).

The incoming Secretary/Treasurer shall be nominated by the Board of Directors and elected by the Board at the Board of Directors’ meeting. The Secretary/Treasurer role may alternatively be carried out by a paid team member upon approval of the Board of Directors.

Section 2. Term of Office - Each officer shall take office following election or selection at the time specified in these Bylaws or at such time designated by the Board of Directors and shall serve for a term of two years or until a successor is duly elected and installed.

Section 3. Resignation or Removal - Any elected officer may resign at any time by giving written notice to the Board Chair, the Chief Executive Officer or to the Board of Directors. Any elected officer may be removed by a two-thirds vote of the Board of Directors whenever, in its judgment, the best interest of the Association shall be served.

Section 4. Vacancies - Vacancies in any office, with the exception of Board Chair or Chair-Elect, may be filled for the remainder of the term by the Board of Directors at any regular or special meeting. In the event of a vacancy in the office of Board Chair, the Chair-Elect shall complete that term and then enter into a full term as Board Chair. In the event of a vacancy in the office of Chair-Elect, the Board shall elect a new Chair-Elect as outlined in the policy manual.

Section 5. Board Chair/President - The Board Chair shall be the chief elected officer of the Association and, shall preside over the annual meeting of the members, the Board of Directors and the Executive Committee. The Board Chair shall perform such other duties as are necessarily incident to the office of Board Chair or as may be specified by the Board of Directors.

Section 6. Chief Executive Officer - In addition, The Association shall have a Chief Executive Officer (who may also hold office as a member of the Board of Directors, herein referred to as Chief Executive Officer). The Chief Executive Officer shall be administrator and manager of the Association employed by the Board of Directors on a salaried basis. 

The Chief Executive Officer shall be responsible to the Board of Directors, shall have the management authority as outlined in the policies the Board of Directors creates.

In addition, the Chief Executive Officer shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board of Directors. The Chief Executive Officer shall be a voting member of the Board of Directors and of all committees and councils.

Section 7. Vice-Chair - The Vice-Chair shall assume the office of Board Chair upon the death, resignation or removal of the Board Chair. The Vice-Chair may be delegated by the Board Chair, the Executive Committee or the Board of Directors, to perform the Board Chair's duties, in the event of the Board Chair's temporary disability or absence from meetings and shall have other duties as the Board Chair or the Board of Directors may assign. Whenever serving as Board Chair, the Vice-Chair shall have all of the powers of and be subject to all restrictions upon the Board Chair.

Section 8. Secretary/Treasurer - The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board Chair or by the Board of Directors. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors and the general membership; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of the Secretary/Treasurer and such other duties as from time to time may be assigned by the Board Chair or by the Board of Directors. Any of the Secretary/Treasurer's duties may be delegated to the Chief Executive Officer or to their designee by the Board of Directors.

Section 9. Immediate Past Chair - The Immediate Past Chair shall serve as a voting member of the Board of Directors and Executive Committee and perform such other duties as may be prescribed by the Board Chair or the Board of Directors.

Article VIII
COMMITTEES, COUNCILS and TASK FORCES

Section 1. Committees and Councils  - The Association can establish committees, and appoint committees, subcommittees, councils, or task forces (“committees”) as may be required to carry out the Association's business. The Board of Directors shall appoint committee chairs, and the committee chairs, working with the Association’s Chief Executive Officers and staff, shall appoint committee members.

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 October 27, 2025, and supersede any previously adopted Bylaws.