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National Council of Property Taxation
Bylaws

Article I - Name (Back to top of page)

Section 1 - Name

This non-profit membership corporation is incorporated under the laws of Washington, District of Columbia, and shall be known as the National Council of Property Taxation.

Section 2 - Purpose

The National Council of Property Taxation is organized to promote the exchange of ideas and information among its members with regard to ad valorem taxation; to protect the taxpayer through competent tax representation; to serve the public good in the field of ad valorem taxation; to further the education and professionalism of property tax representatives; to establish and maintain a Code of Ethics for the guidance of its members; to evaluate public policy issues which impact property owners; and to seek to attain recognition of the profession by public and private enterprise.

Section 3 - Limitations

The National Council of Property Taxation shall observe all local, state, and federal laws which apply to a non-profit organization as defined in Section 501(c) (6) of the Internal Revenue Code.

Article II- Membership (Back to top of page)

Section 1- Regular Member

Regular Membership shall be available to any business entity (sole proprietorship, partnership, joint venture or corporation) pledging support for the purposes of this Council, its Code of Ethics, Standards of Performance, other written Council policies, and is engaged in the management of ad valorem taxes, and;

(a) which has an employee or principal a substantial portion of whose professional services is the management of ad valorem taxes for others and has at least three (3) consecutive years of experience; or

(b) who is an employee or principal of an operating division of any such business entity and such division has been in continuous operation for not less than three (3) consecutive years; and

(c) a business entity shall not be represented by more than one Regular Member whether designated annually, or as vacancies occur, participating as a Voting Member. The right to vote, hold office, or to serve on the Board of Governors of the Council shall be restricted to Regular Members, whose dues and special assessments are paid current.

Section 2- Associate membership

Associate Regular Membership shall be available to any person pledging support for the purposes of this Council, its Code of Ethics, Standards of Performance, other written Council policies, is engaged in the practice of management of ad valorem taxes, and is employed by a business entity in which a Regular Member is currently active. Associate Regular Members are not eligible to vote, hold office or serve on the Board of Governors except the Board of Governors may by majority vote, elect a Regular Associate Member to serve on the Board provided said member is deemed to have professional expertise beneficial to the Council. Such election shall not exceed two (2) consecutive years. A member of this category shall not be eligible to serve as an officer of the Council.

Associate Membership shall be available to any person pledging support for the purposes of this Council, its Code of Ethics, Standards of Performance, other written Council policies, is engaged in the practice of management of ad valorem taxes a minimum of three (3) consecutive years and is employed by a business entity not managing ad valorem taxes for others. Associate Members are not eligible to vote, hold office or serve on the Board of Governors, except the Board of Governors may by majority vote elect an Associate Member to serve on the Board provided said member is deemed to have professional expertise beneficial to the Council. Such election shall not exceed two (2) consecutive years. A member of this category shall not be eligible to serve as an officer of the Council.

Section 3- Other Membership

(a) Subscribing Membership shall be available to any business entity not directly engaged in the practice of management of ad valorem taxes or employing a current Regular Member of the Council and pledging support for the purposes of this Council, its Code of Ethics, Standards of Performance and other written Council policies. Subscribing Membership may be held either in the name of the business entity or an individual thereof. Subscribing Members are not eligible to vote, hold office or serve on the Board of Governors.

(b) Affiliate Membership shall be available to any person pledging support for the purposes of this Council, its Code of Ethics, Standard of Performance, other written Council policies, is employed by either a business entity or operating division thereof, engaged in the practice of management of ad valorem taxes and said person has less than three (3) years of experience in the profession of ad valorem tax management. Affiliate Members are not eligible to vote, hold office or serve on the Board of Governors, except the Board of Governors may by majority vote, elect an Affiliate Member to serve on the Board provided said member is deemed to have professional expertise beneficial to the Council. Such election shall not exceed one (1) year. A member of this category shall not be eligible to serve as an officer of the Council.

(c) Retired Membership shall be available to any current member of the Council that can no longer qualify as a member due to retirement from such employment entitling said member to membership in the Council. Retired Members shall enjoy all privileges and responsibilities of an Associate Membership. Annual dues for retired membership shall be set by the Board of Governors.

(d) Honorary Membership may be granted at the discretion of the Board of Governors to any individual considered to have made a distinct contribution to the advancement of Council purposes. Honorary Members may participate at Council meetings but are not eligible to vote or hold office. Honorary Members shall be exempt from annual dues.

Section 4- Fees and Dues

Annual dues for each category of membership or authorized programs shall be determined by a majority vote of the Board of Governors. The Board of Governors, without further authority from membership, may review the financial condition of the Council and adjust the fees and dues of the members annually and may levy special assessments.

Section 5- Application for Membership

The Board of Governors shall have drafted and reproduced a formal application for membership in the Council. The application shall show that the applicant agrees to be bound by the Articles of Incorporation, the Bylaws and the Code of Ethics of the Council and other information that the Board of Governors deems necessary. Each application duly completed and filed shall be submitted to and reviewed by the Board of Governors or its designate. The Board of Governors shall, by a majority vote, either accept or reject the application within 30 days after the date of the next board meeting occurring after its receipt. In the event of a tie vote, the application shall be rejected.

Section 6- Termination of Membership

Failure of a member to pay dues and/or assessment after a ninety-day period or any violation of these Bylaws or the Code of Ethics, can subject a member to expulsion or suspension from membership in accordance with rules and regulations adopted by a majority vote of the Board of Governors. To re-enter membership, any outstanding assessments or other obligations must be paid.

Article III - Headquarters (Back to top of page)

The Council shall be headquartered in Dallas, Texas or such other place as the Board of Governors may designate.

Article IV - Use of Council Name (Back to top of page)

No member or his employees or associates shall imply, by work or in writing, that the Council sponsors or is responsible for any written article, statement, report, policy or practice of the business or activity of the member. A member or his employees or associates may not use the member's office or position, past or present, in the Council, or use the stationery of the Council for any purpose other than the direct business of the Council.

Article V - Meetings (Back to top of page)

Section 1 - Annual Meeting

The Annual Meeting of the Council shall be held during January of each year. The time and place of the annual meeting shall be fixed by the Board of Governors and/or the Executive Director in consultation with the President of the Council, and notice thereof sent by first class mail or facsimile to each member at least thirty (30) days before said meeting.

Section 2 - Special Meeting

Special meetings of the council may be called by the Board of Governors and/or Executive Director at any time, and notice thereof shall be sent by first class mail or facsimile to each member at least twenty (20) days before said meeting.

Section 3 - Board Meetings

The Board of Governors shall meet no less than three times per twelve-month period - which shall include the Annual Meeting held in April of each year. One of the remaining meetings to be held in the summer/fall period and one in the fall/winter period. Additional board meetings may be called by the President or by the Board of Governors upon written application of fifty percent (50%) of the members of the Board. Notice and purpose of such meetings shall be given to each board member at least ten (10) days prior to said meeting.

Section 4 - Rules of Meeting

At any duly called meeting of the Council, the Board of Governors or any Committee of the Board, the notice, quorum, minutes and all rules of meeting shall be governed by Roberts Rules of Order unless such rules are inconsistent with a provision of these Bylaws.

Article VI - Board of Governors (Back to top of page)

Section 1 - Composition of the Board

The Board of Governors shall be composed of the Voting Members of the Council. The Executive Director shall serve as a non-voting member of the Board. The government and policy-making responsibilities of the Council shall be vested in the Board of Governors, which shall control its property, be responsible for its finances and direct its affairs.

Section 2 - Management

The Board of Governors may employ an Executive Director and shall fix the salary and other considerations of employment. The President, without compensation, shall perform the duties of the Executive Director in the event an Executive Director is not employed or the position is vacant.

Section 3 - Policy

The Board of Governors is responsible for establishing procedure and formulating policy of the Council. It is also responsible for adopting all policies of the Council. These policies shall be maintained in a policy manual, to be reviewed annually and revised as necessary.

Section 4 - Committees

The President, by and with the approval of the Board of Governors, shall appoint all committees and committee chairman except the Immediate Past President (IPP) shall act as chair of the nominating committee. No action by any member, committee, employee or officer shall be binding upon, or constitute an expression of the policy of the Council until it shall have been approved or ratified by the Board of Governors. Committees shall be designated as follows:

(a) The Nominating Committee shall consist of the IPP, two (2) Regular Council Members and be appointed at the regular fall/winter Board Meeting. At least 30 days prior to the Annual Meeting, the Nominating Committee shall present to the Executive Director a list of candidates to serve as officers for the coming year. The Executive Director shall circulate the list of candidates by first class mail to the Board of Governors within ten (10) days prior to the next annual meeting. At such meeting, the list of candidates shall be elected to office by vote, unless a petition of substitute candidates signed by at least three (3) Voting Members has been filed with the Executive Director in advance of the Board Meeting. Votes of absent Board members may be submitted by mail in advance of the Board meeting. A simple majority of the votes cast shall elect the officers of the Council; and

(b) The Executive Committee shall act for and on behalf of the Board of Governors when the Board is not in session. The Executive Committee shall be accountable to the Board and the actions of the committee shall be ratified by the Board of Governors at its next meeting. The Executive Committee shall be composed of the Officers of the Council and the Executive Director. The President shall preside over the Executive Committee. The Executive Director shall not have voting status; and

(c) Ad hoc committees shall be appointed by the President from the Council members at large as deemed necessary to carry out the program of the Council. Committees shall be discharged by the President when their work has been completed and their reports accepted, or when, in the opinion of the President it is deemed wise to discontinue the committee.

(d) Committee on Professional Ethics. There shall be a standing committee known as the Committee on Professional Ethics which shall consider all matters of professional ethics and conduct brought to its attention in accordance with rules and procedures adopted by the Board of Governors. The Committee shall consist of a chairman and six (6) Regular Members of the Council in good standing, all of whom shall be members of the Board of Governors, but none shall serve concurrently as officers of the National Council of Property Taxation. The chairman shall be appointed by the President, subject to the approval of the Board of Governors, to serve a two (2) year term, but shall at all times be eligible for reappointment, provided only that he is a member of the Board of Governors and in good standing. The remaining members of the Committee on Professional Ethics shall be appointed by the President, subject to the approval of the Board of Governors for three (3) year terms such that the terms of two members shall expire each year.

Vacancies in the membership of the Committee shall be filled by the President, subject to the approval of the Board of Governors. The Committee shall keep minutes of its proceedings and shall report the same to the Board when required.

(e) Committee on Legal Affairs. There shall be elected from the Board of Governors a Standing Committee of four (4) members known as the Legal Affairs Committee to evaluate and make recommendations to the Executive Committee for action on all legal and legislative activity. All recommendations requiring expenditure of funds shall be accompanied by a budget for raising the funds from the membership. All recommendations to the Executive Committee must be approved by a majority of the Executive Committee. Expenses paid shall be apportioned to members and designated as legal expenses or non-tax deductible other expenses. The President of the Council shall act as the Chairman of the Committee.

Section 5 - Indemnification

The Council may by resolution of the Board of Governors, provide for indemnification by the Council of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, except in relation to matters as to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matter as such be settled by agreement predicted on the existence of such liability for negligence or misconduct.

Article VII - Officers (Back to top of page)

Section 1 - Officers

The officers of the Council shall consist of President, President Elect, 1st Vice President, 2nd Vice President, Immediate Past President, Treasurer, and Executive Director.

Section 2 - Determination of Officers

All officers shall take office immediately following the regular April Board Meeting at which they are elected and serve a term of two (2) years or until their successors assume the duties of office. Officers shall be Voting Members of the Council except the Executive Director, who shall have non-voting status.

The area of the Council shall consist of four (4) regions. The President, President Elect, 1st Vise President and 2nd Vice President shall reside in a region. No region shall have more than one officer. The region consists of the following states:

Northeast Region- Maine, New Hampshire, Vermont, Connecticut, Massachusetts, Rhode Island, New York, Pennsylvania, Delaware, Maryland, West Virginia, Virginia, Kentucky, Ohio, Indiana, Illinois, Wisconsin and Michigan.

Southeast Region- North Carolina, South Carolina, Georgia, Florida, Alabama, Mississippi, and Tennessee.

Central Region - Texas, Louisiana, Arkansas, Missouri, Oklahoma, Kansas, Nebraska, Iowa, South Dakota, North Dakota, and Minnesota.

Western Region - Washington, Oregon, California, Idaho, Montana, Wyoming, Colorado, Utah, Nevada, Arizona, New Mexico, Hawaii and Alaska.

Section 3- Duties of Officers

President. The President shall serve as the chief elected officer of the Council and shall preside at all meetings of the membership, Board of Governors and Executive Committee. The President shall, with the advice and counsel of the Executive Director, assign Vice Presidents to divisional or departmental responsibility, subject to the Board of Governors approval. The President shall, with advice and counsel of the Vice President and the Executive Director, determine all committees, select all committee chairmen, except the Immediate Past President shall act as chair of the Nominating Committee, assist in the selection of committee personnel, subject to approval of the Board of Governors.

President-Elect. The President-Elect shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.

1st Vice President and 2nd Vice President. The duties of the 1st Vice President and the 2nd Vice President shall be the title as general usage would indicate, and such as required by law, as well as those that may be assigned by the President and Board of Governors, and will have immediate jurisdiction of all committees pertaining to the general duties.

Immediate Past President. The duties of the Immediate Past President shall include acting as chair of the Nominating Committee as well as those duties that may be assigned by the President and Board of Governors.

Treasurer and/or Executive Director. The Treasurer and/or Executive Director shall be responsible for the safeguarding of all funds received by the chamber and for their proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Governors. Checks are to be signed by the Treasurer and/or the Executive Director or, in the absence of either or both, by any officer. The Treasurer and/or Executive Director shall cause a quarterly financial report to be made to the Board. Any check issued in excess of $3,001.00 shall require two (2) authorized signatures.

Executive Director. The Executive Director shall be the chief administrative and executive officer. The Executive Director shall serve as Secretary to the Board of Governors, and cause to be prepared notices, agendas and minutes of the meeting of the Board. The Executive Director shall be a non-voting member of the Board of Governors, the Executive committee and all committees.

With assistance of the President and President Elect, the Executive Director shall be responsible for administration of the program of the Council in accordance with the policies and regulations of the Board of Governors. With input by the Executive Committee, the Executive Director shall serve as public spokesperson for the Council. The Executive Director in conjunction with the approval of the Board of Governors shall be responsible for hiring, discharging, directing and supervising all employees.

With the cooperation of the Treasurer, the Executive Director shall be responsible for the preparation of an operating budget covering all activities of the Council, subject to approval of the Board of Governors. The Executive Director shall also be responsible for all expenditures with approved budget allocations.

Further duties and responsibilities shall be but are not limited to:

1. Manage the day-to-day affairs of the Council's official office and carry out the Executive Committee's instructions on policy and procedures.

2. Provide the membership with regular communication on the Council's activities.

3. Organize, set dates and plan all Council meetings in conjunction with the President

4. When feasible, attend appointed committee meetings and provide the Executive Committee with progress reports.

5. Supervise all employees of the Council, manage outside contractors and all others acting on behalf of the Council.

6. Organize a continuing membership campaign for new members both from the consultant arena and industry, in conjunction with the Membership Committee.

7. Establish and maintain a communication and liaison with Executive Directors of similar professional organizations, such as IAAO, IPT, and other organizations as determined by the Executive Board.

8. Establish a media communication for the promotion of the Council and manage the publication of all official Council announcements.

9. Review update and as necessary create all Council advertising materials, applications and forms.

10. Investigate, discover, and make recommendations to the Executive Committee of all proposed or pending legislation or any rules or regulations impacting the activities of Council membership within the boundaries of the United States.

11. Make application for membership and/or recognition of the Council to any Federal, State or Local appraisal, assessment or rule-making organization that has impact or affect on the service performed by the Council membership.

12. Create and maintain effective Internet web page for the Council for the purpose of publicizing the Council. In conjunction with the Executive Committee, populate the web page with general information of interest to the general public including, but not limited to, details of the activities and goals of the Council, listing of the Officers, details of the Accredited Members. In addition, create an area for Regular Members access only, which has information of a more urgent and confidential nature. The exact content to be agreed upon following suggestions by the Executive Director to the Executive Committee.

Article VIII - Code of Ethics (Back to top of page)

The Code of Ethics shall be established by the Board of Governors and may be altered, modified, amended or repealed by the majority vote of the Board of Governors. The entire membership of the Council, individually and collectively, shall observe the Code of Ethics in all respects and at all times.

Article IX - Accreditation of Organizations (Back to top of page)

The Board of Governors will preside over an Accreditation Program for member's organizations. Such programs shall include a list of qualifications, standards of practice and other elements deemed necessary by the Board to provide accreditation of the member organization. The Accreditation Program may be altered, modified, amended, or repealed by the majority vote of the Board of Governors.

Article X - Finances (Back to top of page)

Section 1 - Funds

All money paid to the Council shall be placed in a General Operating Legal or Special Fund. Funds unused from the current year's budget will be placed in a reserve account.

All member dues shall be placed in the General Operating Fund. All prorated legal fee dues and legal fee contributions will be placed in the Legal Fee Fund and all non-business tax deduction contributions will be placed in a Special Fund.

Section 2 - Disbursements

Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provided for in the budgets without additional approval of the Board of Governors. All disbursement shall be made by check.

Section 3 - Fiscal Year

Commencing in the year 2003, the fiscal year of the Council shall be January 1through December 31.

Section 4 - Budget

As soon as possible after election of the new officers of the Council, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Governors for approval.

Section 5 - Annual Audit

The accounts of the Council shall be reviewed or audited annually as of the close of business on December 31 by a certified public accountant. The audit or review shall at all times be available to members of the Council within the offices of the Council.

Section 6 - Bonding

The Executive Director and such other officers and staff as the Board of Governors may be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Council.

Article XI - Dissolution (Back to top of page)

The Council shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Council. On dissolution of the Council, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organization to be selected by the Board of Governors defined in IRS Code Section 501 (c) (6).

Article XII - Amendments (Back to top of page)

These Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board of Governors at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Votes of absent Board members may be submitted by mail in advance of the Board meeting. Any proposed amendments or alterations shall be submitted to the Board in writing at least ten (10) days in advance of the meeting at which they are to be acted upon.

ADOPTED: April 22, 1991

AMENDED: February 24, 1992 (ARTICLE II - MEMBERSHIP)

AMENDED: April 28, 1992 (ARTICLE V - MEETINGS)

AMENDED April 28, 1992 (ARTICLE VI - BOARD OF GOVERNORS)

AMENDED: April 28, 1992 (ARTICLE VII - OFFICERS)

AMENDED: April 6, 1994 (ARTICLE II - MEMBERSHIP)

AMENDED: April 6, 1994 (ARTICLE V - MEETINGS)

AMENDED: April 6, 1994 (ARTICLE VII - OFFICERS)

AMENDED: September 16, 1995 (ARTICLE II - MEMBERSHIP)

AMENDED: September 16, 1995 (ARTICLE VI - BOARD OF GOVERNORS)

AMENDED: September 16, 1995 (ARTICLE VII - OFFICERS)

AMENDED: September 16, 1995 (ARTICLE IX - ACCREDITATION OF ORGANIZATIONS)

AMENDED: September 16, 1995 (ARTICLE X - FINANCES)

AMENDED: November 21, 2001 - Revisions in Operations

AMENDED: January 28, 2002 - Revision of BYLAWS

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