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BY-LAWS
of the
NATIONAL CONFERENCE OF BANKRUPTCY CLERKS
As Approved August 28, 2024
SECTION 1: OBJECTIVES
The National Conference of Bankruptcy Clerks (NCBC) is a professional association committed to the professional improvement of its members, the continued improvement of the federal judiciary and the bankruptcy system of the United States of America. The NCBC is formed, in part, to provide its members certain membership benefits, such as the opportunity to participate in voluntary benefit programs sponsored and endorsed by the NCBC.
SECTION 2: OFFICES
2.1 PRINCIPAL OFFICE
The conference shall maintain a principal office at the U.S. Bankruptcy Court for the Middle District of North Carolina, Federal Law Center, 101 South Edgeworth St., Greensboro, NC27401-2219. It shall be the duty of the Secretary to notify the Secretary of State of North Carolina should the NCBC change its address.
2.2 OTHER OFFICES
Other designated offices shall be at the U.S. Bankruptcy Court where each Officer of the NCBC serves, the address of the Business Manager or financial administrator retained by the NCBC, or, at such other places as the Officer or the Board of Governors (Board)may designate.
SECTION 3: MEMBERS
3.1 GENERAL MEMBERSHIP
General Membership in the conference shall be open to any individual employed in the Clerk's Office of any United States Court who has applied for membership and who is current in paying the requisite membership dues.
3.2 LIFETIME MEMBERSHIP
Lifetime membership is available for clerks of court and deputy clerks. Lifetime membership is a general membership whose dues are paid at a rate set by the Board. Recipients of the Ralph H. Kelley Award are granted lifetime membership status in the NCBC.
3.3 EMERITUS MEMBERSHIP
General and Lifetime Members, as defined in 3.1 and 3.2, who retire or separate from federal service in good standing may continue as members’ emeriti with voting privileges so long as they are current in paying the requisite membership dues.
3.4 ASSOCIATE MEMBERSHIP
Any other Federal Judiciary employee not eligible for membership under Sections 3.1, 3.2, or 3.3 shall be eligible for an associate membership. Associate members shall be eligible for a nonvoting membership so long as they are current in paying the requisite membership dues.
3.5 [SECTION RESERVED]
3.6 VOTING RIGHTS
Each general member, lifetime member and emeritus member shall be entitled to one vote on each matter submitted to a vote of the membership.
3.7 TRANSACTING BUSINESS GENERALLY
The membership may transact any or all business at a membership meeting, by mail or by electronic means, such as e-mail.
3.8 ANNUAL CONFERENCE AND EDUCATIONAL MEETING
An Annual Conference and Educational Meeting (Annual Conference) of the full membership of the NCBC shall be held at a place and time designated by a majority of the Board. Other general membership meetings may be held upon a Board resolution to that effect. The Secretary, or a designee, shall give not less than 30-days’ notice to all members as to the time and place of membership meetings. For the membership to transact business at a membership meeting, a quorum composed of a majority of those members registered for the meeting is required. Voting by proxy will not be allowed.
3.9 TRANSACTING BUSINESS BY EMAIL OR MAIL
To be enacted by email or mail, a matter must receive the majority vote of at least ten per cent (10%) of eligible members. The Secretary, or a designee, shall give not less than 20-days’ notice to all members as to the voting deadline for business transacted by email or mail. If less than ten per cent (10%) of eligible members vote, then a second call to vote will be solicited or the business shall be deferred until the Annual Conference or until the next general membership meeting.
SECTION 4: LEADERSHIP
4.1 BOARD
The NCBC shall be led and managed by a ten-member board comprised of President, President-Elect, Immediate Past President, Treasurer, Secretary and five (5) members elected at-large.
4.2 VOTING RIGHTS
Each member of the Board shall be entitled to one vote on each matter submitted to a vote of the Board.
4.3 MEETING AND TRANSACTING BUSINESS GENERALLY
The Board may hold a meeting whenever a majority of the board members request a meeting. The Secretary will provide notice of a meeting at least one week in advance, when possible, and the notice shall contain the purpose(s) for which the meeting has been scheduled. To transact business at a meeting, a majority of the voting Board must be present. Expenses related to a meeting shall be payable from NCBC funds if approved by a majority vote of the Board. The Board may hold meetings and transact business in-person, by mail, by telephone or by any electronic means. The minutes of all meetings must reflect how the Board voted on each matter brought forth for a vote.
4.4 [SECTION RESERVED]
4.5 RESIGNATION
Any member of the Board may resign at any time by giving a written notice of such resignation to the President, or to the President-Elect if the President is tendering a resignation.
4.6 REMOVAL OF A BOARD MEMBER
Upon the agreement of a majority of the Board any member of the Board may be removed for conduct detrimental to the interests of the NCBC, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any member who is removed may, within five (5) business days of notification of such vote, submit a written request to the President to request reconsideration. Any member of the Board proposed to be removed shall be entitled to at least five days’ written notice by mail of the meeting at which such removal is to be voted upon, and shall be entitled to be heard or present written documentation in opposition to such removal.
SECTION 5: BOARD
5.1 DESIGNATION OF TITLE
The Board of the NCBC is comprised of (a) five (5) Officers (President, President-Elect, Immediate Past President, Secretary, and Treasurer) and (5) other members elected by the full membership of the NCBC in a manner prescribed in Section 7. No member may simultaneously hold more than one office in the NCBC.
5.2 QUALIFICATIONS
With the exception of the President-Elect, the qualification to serve as a Board member is that the individual be a member of the NCBC under Section 3.1.
The qualifications to serve as President or President-Elect are that the individual be a member of the NCBC under Section 3.1 and hold the position of Clerk of Court.
At least one (1) of the five (5) at large Board members must be held by a Clerk of Court.
A Board member who retires from federal service during his or her term will be deemed to have voluntarily resigned from the Board.
5.3 SALARIES AND COMPENSATION
The members of the Board shall not be entitled to a salary for their service as members of the Board. The Board may receive reimbursement for their expenses, or a portion thereof, incurred in connection with attendance at a meeting or transaction of business of the NCBC as provide in Sections 4.3 and 4.4.
5.4 VACANCIES
A vacancy on the Board, other than that of President, shall be filled for the duration of the former Board member’s term of office by an individual appointed by the President with the approval of a majority of the Board.
The President-Elect shall fill a vacancy in the Office of the President automatically for the duration of the former President's term of office; the ascending President-Elect shall be eligible to continue in office as President for the unexpired portion of the term and for the succeeding two-year term.
5.5 TERM OF OFFICE
The term of office for the Board shall begin at the close of the Annual Conference in the year in which their elections are held, and shall conclude at the close of the Annual Conference in the second year following the year in which their elections were held.
5.6 DUTIES OF THE PRESIDENT
The President shall be the chief executive officer and preside at meetings of the membership and all Board meetings. The President shall sign all instruments requiring execution on behalf of the corporation, and shall sign all Resolutions approved by the NCBC. The President shall perform all duties imposed by the Articles of Incorporation and By-Laws. The President, or designee, is empowered to speak on behalf of the NCBC, and the President's action shall be binding upon the NCBC until the membership or the Board approves a resolution disavowing such action. The President is empowered to act for the Board when time is of the essence and the Board cannot timely meet, subject to any ratifying vote deemed appropriate by the Board at a later time.
5.7 DUTIES OF THE PRESIDENT-ELECT
The President-Elect shall perform those tasks specifically assigned to him/her by the President, one of which shall be to supervise the work of the Committees described in section 10. In addition, the President-Elect shall perform the duties of the President during the absence or disability of the President.
5.8 DUTIES OF THE SECRETARY
The Secretary shall maintain minutes of all meetings and will provide a copy of the minutes to the Board for approval on a monthly basis. The Secretary shall be primarily responsible for seeing that an annual election is conducted as provided in section 7. The Secretary shall maintain a copy of all official correspondence issued by the NCBC. The Secretary shall preserve the records of all meetings. Records from the most recent two-year period will be transmitted to the Website Administrator. All other records will be transmitted to the Historian.
5.9 DUTIES OF THE TREASURER
The Treasurer shall maintain complete and accurate records of the NCBC’s financial affairs, and shall furnish a report of the financial condition of the NCBC to the Board within two weeks following the end of every month. When a new President takes office, the Treasurer shall perform an audit of the records of the Business Manager or financial administrator retained by the NCBC. The audit will be performed by a mutually agreed upon deadline. Audit results shall be provided to the new President immediately following conclusion of the audit.
5.10 DUTIES OF THE IMMEDIATE PAST PRESIDENT
The Immediate Past President shall perform any duty assigned by the President and will serve as chair of the Past Presidents’ Committee.
5.11 PARLIAMENTARIAN AND RULES OF ORDER
Upon taking office, the President may appoint a Parliamentarian from the general membership of the NCBC, exclusive of members of the Board. The term of office of the Parliamentarian shall be the same as that of the President who made the appointment. Robert's Rules of Order shall be the NCBC’s Official Guide to Parliamentary Procedure. These rules of order shall be effective at all meetings.
5.12 DUTIES OF THE BOARD
Each Board member shall be primarily responsible for undertaking at least one project, assignedby the President or agreed upon by a majority of the Board. The Board individually and as a body, shall assist the President in formulating policy for the NCBC.
SECTION 6. NCBC STAFF
6.1 COMPOSITION OF NCBC STAFF
The NCBC Staff, comprised of NCBC members as deemed necessary by the Board, includes Business Manager or financial administrator retained by the NCBC, IMPACT Editor, Historian and Website Administrator.
6.2 SALARIES AND COMPENSATION
The NCBC Staff shall not be entitled to a salary for their service but may receive a stipend as approved by the Board. The Staff may receive reimbursement for expenses incurred in connection with attendance at meetings or transacting business of the NCBC as provided in section 4.3.
6.3 TERMS OF OFFICE
The President may appoint staff positions after completion of an application process and approval by the Board. The incumbents will serve at the pleasure of the President and the Board. Staff positions shall be reopened to the membership no less than every three (3) years with the opportunity for incumbents to reapply. The Staff will not have any voting rights other than general membership voting rights, but will attend the Annual Conference and any other meetings as approved by the Board.
6.4 DUTIES OF THE HISTORIAN
The Historian shall maintain an historical record of the NCBC. The Historian shall document the activities of the NCBC by taking and retaining photos, including video, of NCBC events – specifically the Annual Conference and by generally collecting items of interest, such as copies of the IMPACT, flyers, programs, letters of acknowledgment, newspaper articles, etc. The Historian shall be responsible for the manner in which information will be collected and maintained and shall report on these at the Annual Conference. The Historian shall coordinate efforts with the IMPACT editor to provide materials for publishing and respond to official requests for historical records and information.
6.5 DUTIES OF THE BUSINESS MANAGER OR FINANCIAL ADMINISTRATOR
The Business Manager or financial administrator retained by the NCBC shall collect membership dues, maintain the membership database, and provide annually the percentage of NCBC membership of each Clerk's Office to the Chair of the Awards Committee not later than 30 days prior to the Annual Conference. The Business Manager or financial administrator retained by the NCBC shall maintain such checking and savings accounts as deemed necessary and appropriate for the benefit of the NCBC. The Business Manager or financial administrator retained by the NCBC will cooperate with the Treasurer during regular audits of these accounts, will process all invoices, perform reconciliation of accounts receivable and payable under the supervision of the Treasurer, prepare (or ensure accurate preparation of) and file such tax returns as required. The Business Manager or financial administrator retained by the NCBC will act as the conference registrar for the Annual Conference by handling registration fees and all other associated transactions. All financial and Conference records, except for those maintained by the Treasurer, shall, with the approval of the Board, be physically maintained by the Business Manager or financial administrator retained by the NCBC.
6.6 DUTIES OF THE IMPACT EDITOR
The IMPACT Editor shall author and edit articles submitted for inclusion in the NCBC’s newsletter The Editor, with the assistance of the IMPACT Committee, will plan the content, produce the newsletter in print or web-based format, and publish it on a regular or as needed basis. The Editor may be called upon by the President or majority of the Board to send messages to the membership. The Editor may receive inquiries from the general membership and will refer the member, as necessary, to the subject matter expert.
6. 7 DUTIES OF THE WEBSITE ADMINISTRATOR
The Website Administrator, with the assistance of the Website Committee, shall be responsible for the administrative and operational responsibilities associated with the software application that NCBC utilizes to communicate with our membership. These duties include the creation, editing and updating of the website and forms which allow the membership to view information on upcoming conferences, newsletters, offerings, email lists and membership information. The Website Administrator is responsible for communicating with any membership database provider and will act as the resource to the Board to help develop necessary information or forms as directed. Major duties will include: assistance in creating membership forms and communication vehicles for the Membership Committee, assistance in creating the Annual Conference registration form, as well as reports and communication vehicles for the Annual Conference committee, recommending appropriate communication vehicles and generate reports to the Board, and developing and editing the NCBC official website.
SECTION 7: ELECTIONS
7.1 CONDUCTING OF ELECTIONS
An election of the Board with expiring terms shall be conducted in a manner described in Section 3.9, and shall be concluded at least 30 days prior to the beginning of the Annual Conference. The candidates receiving the greatest number of votes from those entitled to vote and voting shall be elected.
7.2 DECLARATION OF CANDIDACY
At least ninety (90) days prior to the start of the Annual Conference, the Secretary shall notify members that they have 30 days in which they may declare candidacy for any office and submit their statements of candidacy. All candidates must meet the qualifications found in Section 5.2 and be current with membership dues. The statement of candidacy should describe the candidate's interest in serving in the position sought and must be submitted to the Secretary. Such notification may be included in the IMPACT and distributed to the general membership or by email or electronic means. No member may declare candidacy for more than one office.
7.3 CANDIDATE RECRUITMENT COMMITTEE
The President (or their designee) shall appoint a Candidate Recruitment Committee at least sixty (60) days before the conference, if needed, for securing willing candidates for positions for which the election is to be held. The Candidate Recruitment committee shall be composed of not less than three (3) NCBC members, none of whom are members of the Board. At the conclusion of the period for the declarations of candidacy as provided in 7.2, if there is an insufficient number of candidates for the positions to be elected, the Candidate Recruitment Committee shall prepare and submit to the President a list of one or more names of candidates for each position to be elected. If no candidates are forthcoming within 15 days of the Candidate Recruitment Committee being formed, the position will be reopened for a period of 15 days or the incumbent may choose to declare candidacy for the position at the end of the 15-day period.
7.4 STATEMENTS OF CANDIDATES
On or before the transmittal of the election ballots to the membership, the Secretary shall ensure that the candidates' statements are available for viewing by the general membership and are posted on the NCBC website.
7.5 ELECTION BALLOTS
The Secretary shall prepare election ballots containing the names of declared candidates and the deadline for voting, and shall transmit the ballots to all members of the NCBC eligible to vote. The candidates receiving the greatest number of votes from eligible voters shall be elected. At the conclusion of the election process, the Secretary shall certify the results of the voting to the President. The President shall be responsible for notifying the candidates of the election results prior to the Annual Conference.
7.6 CONSECUTIVE TERMS
The Secretary, Treasurer, and an at-large member of the Board may run for one additional term at the conclusion of his/her initial two-year term. In all other circumstances, there shall be at least one intervening year between terms of an individual holding the same office. If no other candidates declare candidacy for an available position within the prescribed open period as outlined in Sections 7.2 and 7.3, the incumbent may declare candidacy for that available position if he or she so desires.
SECTION 8: DUES
8.1 ANNUAL DUES
The annual dues for the membership commencing January 1 and ending December 31 of each year shall be determined by the Board for each category of membership established by the Board. The categories and amount of dues shall be periodically published in the IMPACT and on the application for membership forms. The membership period shall run January 1 to December 31 for the number of years included in the dues payment.
8.2 DEFAULT OF MEMBERSHIP
If renewal dues are not paid by March 1 of each year, the membership shall become inactive.
8.3 REFUNDS AND INCREASED RATES
Partial refunds will not be made nor increased rates charged due to change in membership status within a given year.
8.4 [SECTION RESERVED]
.
SECTION 9: MISCELLANEOUS
9.1 AMENDING THE BY-LAWS OR ARTICLES OF INCORPORATION
The By-Laws and Articles of Incorporation may be amended or repealed by a majority of the voting members.
9.2 WAIVER OF THE BY-LAWS
Any or all of the By-Laws of the NCBC may be waived at any meeting of the general membership or at any meeting of the Board whenever a majority of members present vote; and provided further that a quorum be present at said meeting.
9.3 APPROVAL OF EXPENSE REIMBURSEMENT
For the expenses involved in administering the NCBC, all requests for expense reimbursement must be approved by the President or in the event of his/her absence, the President-Elect prior to payment by the Business Manager or financial administrator retained by the NCBC. The President shall have the option of spending up to $2,000 per conference year at his/her discretion with the provision that the expenditure is brought to the attention of the Board at its next regular meeting.
SECTION 10: COMMITTEES
10.1 STANDING COMMITTEES
In order to address matters of continuing interest to the members, the NCBC shall maintain such committees as the Board deems appropriate and necessary. Each committee shall be chaired by a member of the Board.
10.2 SPECIAL AND AD HOC COMMITTEES
The President, with the advice and consent of the Board, may constitute additional special and ad hoc committees as needed to further the objectives of the NCBC.
10.3 COMMITTEE CHAIR
The President shall select the chair of each committee.
10.4 BOARD LIAISON
At the President's discretion, each member of the Board may be assigned as liaison to at least one committee. The Board member so assigned shall serve as an ex officio member of that committee and shall work with the committee chairman to see that all committee recommendations receive the attention of the Board.
10.5 COMMITTEE MEMBERSHIP
The President or his/her designee shall select members of a committee.
10.6 COMMITTEE FUNCTIONS
Annual Education Conference: Responsible for preparation of meetings; overseeing the logistics of meetings to ensure the annual education conference focuses on Bankruptcy Court expertise in education and training issues of unique concern to bankruptcy operations; working closely with the Federal Judicial Center in addressing identified needs. Also, responsible for identifying speakers, arranging workshops and developing programs of interest and educational value.
Awards and Scholarship: Responsible for coordinating the nomination and selection process related to special awards that recognize exceptional service and accomplishment. Responsible for the solicitation and review of scholarship applications and making recommendations to the Board.
Benefits: Responsible for researching benefits needs of members and evaluating available programs.
Mentorship: Responsible for connecting new and existing members of the NCBC to enhance professional and personal development while increasing overall knowledge and understanding of the judiciary and court operations through a one-on-one relationship.
Membership: Responsible for developing materials and programs to advance membership growth and retention; spearheading an annual membership drive while working in close collaboration with Circuit Liaisons and Local Representatives.
Outreach: Responsible for increasing long term commitment to the NCBC members by working with all committees, members and external entities, as needed.
Website: Responsible for assisting the Website Administrator in maintaining the NCBC website.
IMPACT: Responsible for assisting the IMPACT editor with the production of the NCBC newsletter on a regular basis, or as needed.
Past Presidents: Responsible for special projects as assigned by the President or Board.
SECTION 11: CIRCUIT LIAISONS & LOCAL REPRESENTATIVES
11.1 CIRCUIT LIAISONS
The President, with the consent of the Board, may appoint Circuit Liaisons in each judicial circuit to coordinate the activities of the NCBC within those circuits. Any member of the NCBC with voting privileges is eligible to serve as a Circuit Liaison. If the size of the circuit so warrants, the President may appoint two Circuit Liaisons within that circuit.
11.2 LOCAL REPRESENTATIVES
The Board may designate Local Representatives to coordinate the activities of the NCBC within districts and/or divisional offices within a district. Any member of the NCBC with voting privileges is eligible to serve as a Local Representative.
SECTION 12: BENEFIT PLANS
12.1 BENEFIT PLANS
Any voluntary benefit plan available to Qualified Members in Sections 3.1, 3.2 or 3.3 must be sponsored and endorsed by the NCBC. It is not required that one be a member of the NCBC to participate in the voluntary benefit plan.