EAP Bylaws Page 1 of 6 July 25, 2017

The Electronic Association of Parliamentarians
a constituent division of the
NATIONAL ASSOCIATION OF PARLIAMENTARIANS®
BYLAWS

The name of this association is the Electronic Association of Parliamentarians (EAP), a division
of the National Association of Parliamentarians (NAP).

Section 1. General Object. EAP is organized exclusively for educational purposes of studying,
teaching, promoting and disseminating the philosophy and principles underlying the rules of
deliberative assemblies, and carrying out such other activities as may be necessary or useful in the
furtherance of these purposes in accordance with Section 501(c)(3) of the Internal Revenue Code,
or a corresponding section of any future tax code.

Section 2. Specific Object. The specific object of EAP is to promote the object and educational
programs of NAP, and to be the NAP association for electronic units of NAP that do not choose
to affiliate with a geographically based association.

Section 1. Classification. EAP has the following classes of members:

A. Primary. Primary members of EAP are NAP members who designate EAP as their
association of primary membership at the time the member’s NAP dues are paid, or at any
subsequent time when the member notifies NAP of a change in primary membership.

B. Affiliate. Affiliate members of EAP are NAP members who are primary members of
another association but who also maintain membership in EAP.

Section 2. Eligibility. Any member of NAP is eligible for membership in EAP

A. Unit Members.
    1. A primary member of a unit affiliated with EAP must be a primary member of EAP.
    2. An affiliate member of a unit affiliated with EAP, who is not a primary member of
another unit affiliated with EAP, must be an affiliate member of EAP.

B. Members-at-Large. EAP members-at-large are EAP members who are not members of a
unit affiliated with EAP.

Section 1. Dues.

A. Dues Amounts. Annual dues are set forth in the EAP standing rules.

B. Student Dues Reduction. A member who meets the NAP criteria for student dues reduction
will pay one-half of the otherwise applicable EAP dues.

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C. Dues Payment. Primary members must pay EAP dues to NAP Headquarters with their
NAP dues. Affiliate members must pay EAP dues to the EAP treasurer. All payments must
be paid in United States dollars.

D. Dues Payment Dates. EAP dues are due and payable by January 1. Membership will be
delinquent if dues are not paid by February 1 and forfeited if dues are not paid by March
1.

E. Proration of Dues. Dues, if any, for new members will be prorated for the reminder of the
calendar year, with those joining during the last three months of the year paying for the
remainder of the current year and the following year.

Section 2. Budget. An annual budget for the next fiscal year will be adopted by the board of
directors at its last regular meeting prior to the end of each fiscal year.

Section 3. Fiscal Year. The EAP fiscal year is December 1 through November 30.

Section 4. No Personal Inurement. No part of the net earnings of EAP may inure to the benefit
of, or be distributable to EAP members or other private persons, except that EAP is authorized and
empowered to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in Article II.

Section 1. Officers. The officers of EAP are a president, a vice-president, a secretary, and a
treasurer. All officers must be members of EAP, and the treasurer must be a resident of the United
States.

Section 2. Term of Office. Officers will assume their duties at the close of the meeting at which
they are elected, and will serve for a term of two years or until their successors are elected. No
officer may serve more than two consecutive terms in the same office.

Section 3. Vacancy in Office.

A. Office of President. If a vacancy occurs in the office of president, the vice president will
succeed to the office and serve for the remainder of the term.

B. Other Offices. If a vacancy occurs in any office except president, the board of directors
will appoint a member to serve until the next annual meeting. If the next annual meeting
occurs in an even-numbered year, the assembly will elect a member to serve for the
remainder of the term.

Section 4. Duties. Officers will perform the duties prescribed for their offices in these bylaws, the
special rules of order, the adopted parliamentary authority, and the standing rules, or as directed
by a membership meeting or the board of directors.

Section 5. Nominations.

A. Nominating Committee. A nominating committee of three members will be elected at the
annual meeting in the even-numbered year. Nominations for the committee will be from

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the floor. If there are more than three nominees, election will be by ballot. The committee
will select its own chairman.

B. The nominating committee will present its report to the secretary for inclusion in the notice
of the annual meeting, at least sixty days prior to the annual meeting in the odd-numbered
year. The report is to include at least one candidate for each office, provided consent has
been obtained from each candidate.

Section 6. Elections.

A. The officers will be elected at the annual meeting in the odd-numbered year.

B. Following the report of the nominating committee, additional nominations may be made
from the floor, provided consent has been obtained from the nominee.

C. Elections will be by ballot except that when there is only one nominee for an office, the
chair will declare the nominee elected by acclamation.

Section 1. Annual.
The annual meeting of EAP, for electing officers, receiving reports of officers and committees, and for any other business that may arise will be held in the months of March or April at a time and with a technology determined by the board of directors. Notice will be provided by email to all members and by posting on EAP’s web site at least thirty days before the meeting.

Section 2. Special. Special meetings may be called by the president or a majority of the board of
directors and must be called upon the written request of thirty percent of the EAP members. The
purpose of the meeting must be stated in the call to the meeting, which must be provided by email
to all member at least ten days before the meeting.

Section 3. Quorum. A majority of the members registered for the meeting will constitute a
quorum.

Section 1. Composition. The board of directors is composed of the officers. The parliamentarian
will serve as an adviser to the board of directors.

Section 2. Duties. The board of directors will transact the business of EAP between annual
meetings and perform such duties as are set forth in these bylaws, the special rules of order, and
the standing rules. Except as specifically authorized in these bylaws or by the assembly at a EAP
membership meeting, no action of the board of directors may be contrary to or modify any action
taken at a EAP membership meeting.

Section 3. Meetings.

A. Regular meetings of the board of directors will be held at least quarterly.

B. Special meetings may be called by the president and must be called upon the written request
of two members of the board of directors. The purpose of the meeting must be stated in the
call and at least five days’ notice, by email to all board members, must be given.

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Section 1. Standing Committees. The standing committees are a bylaws and rules committee, an
education committee, and a membership committee.

Section 2. Composition. Except as otherwise provided in these bylaws, chairmen and members
of all standing committees will be nominated by the president and confirmed by the board of
directors.

Section 3. Duties. The standing committees will perform the duties specified in the standing
rules and such other duties as may be delegated by the assembly at the annual meeting.

Section 4. Special Committees. Such special committees may be created as EAP or the board of
directors deem necessary to carry on the work of EAP.
The chairmen and members of such special
committees will be nominated by the president and confirmed by the board of directors, except
that in the absence of the president, EAP or the board of directors, as applicable, may appoint the
chairman and members, who will be treated as though appointed by the president.

Section 5. Ex-officio Membership. The president is an ex-officio member of all committees
except the nominating committee.

Section 1. Number and Qualification of Delegates. The number of delegates to which EAP is
entitled at the NAP convention, and the qualifications to serve, will be as specified in the NAP
bylaws.

Section 2. Delegate Selection.

A. President and Vice President. The president and vice president will serve automatically
as delegates, except that if either of them will not be attending the convention or will be
serving in another delegate position, the position will be filled as specified in Subsection
B of this section.

B. Other Delegates. Except as provided in Subsection A of this section, delegates and
alternates will be elected by the board of directors.

Section 3. Vacancies. The president will fill any vacancies by appointment, except if the president
will not be attending the convention, he or she will designate another EAP member who will be
authorized to fill any vacancies occurring at the convention.

Section 1. Meetings. The EAP membership, board of directors, and all committees and
subcommittees are authorized to meet by electronic communications media, including internet chat
room, so long as all members can participate simultaneously in the meeting.

Section 2. Communication. Unless members indicate otherwise to the EAP secretary, all
communication required in these bylaws, including meeting notices, may be sent electronically.

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Section 1. Distribution of Assets. Upon the dissolution of EAP, assets will be distributed for one
or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code, or will be distributed to the federal
government, or to a state or local government, for a public purpose. If at the time of dissolution
NAP meets the criteria under Section 1, the assets will be liquidated and distributed to NAP.
Section 2. EAP Charter. Upon dissolution, the EAP charter will be returned to NAP
Headquarters.

The rules contained in the current edition of Robert’s Rules of Order Newly Revised will govern
the proceedings of EAP in all cases to which they are applicable and in which they are not
inconsistent with the bylaws of NAP, these bylaws, any special rules of order EAP may adopt.

Section 1. Submission of Proposed Amendments.

A. Who May Propose. Amendments to these bylaws may be proposed by the bylaws and rules
committee, the board of directors, a standing committee, an EAP unit, or any two EAP
members.

B. Submission Deadline. Other than amendments originated by the bylaws and rules committee,
amendments to be considered at the annual meeting must be submitted to the bylaws and rules
committee at least sixty days before the meeting at which they are to be considered.

Section 2. Adoption.

A. With Previous Notice. If notice has been provided to all members with notice of the meeting
at which they are to be considered, bylaws amendments may be adopted by a two-thirds vote.

B. Without Previous Notice. If notice has not been provided as specified in Subsection A of this
section, bylaws amendments may be proposed by any two members at an annual meeting and
may be adopted by a nine-tenths vote.

Section 3. Amendments Required by NAP. Any amendment to these bylaws, the special rules
of order, or the standing rules required by amendments to the NAP bylaws or standing rules may
be adopted by the board of directors, by majority vote, within sixty days after the adoption of such
amendments by NAP, and will be reported to the EAP membership in the same manner as required
for notice of proposed amendments.

Section 4. Revisions. Revision of these bylaws may be considered only at an annual meeting, and
only if authorized by the previous annual meeting. Authorization of a bylaws revision will
automatically include consideration of a revision to the other EAP governing documents. The
proposed revisions will be provided to the membership with notice of the annual meeting. If a
revision is authorized, no other amendments will be considered to the existing bylaws unless the
proposed revision is not adopted.

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1. The following members will serve as the EAP pro tem officers until the election of permanent officers
at the special meeting to be called in accordance with Proviso 3:
a. President: Weldon Merritt, PRP
b. Secretary: Evan Lemoine, PRP

2. The provision for payment of EAP dues will be effective with the membership year beginning January
1, 2018.

3. Upon EAP’s chartering by NAP, the president pro tem will call a special meeting of the EAP
membership, to be held within sixty days after EAP’s chartering, for the purposes of electing permanent
officers to serve until the end of the 2019 EAP Annual Meeting.

4. Nominations for the officers to be elected at the special meeting referred to in Proviso 3 will be from
the floor.