|Amended Articles of Incorporation|
TO: ACPM Members
FROM: ACPM Board of Regents
RE: Revisions to Articles of Incorporation
DATE: December 6, 2013
To that end, the Board, working with ACPM’s legal counsel, recently reviewed, revised and signed off on the Amended & Restated Articles, which are being presented to you, the ACPM membership, at this time for consideration. ACPM voting members will have the opportunity to approve the Amended & Restated Articles for official adoption at ACPM’s Annual Membership Meeting (Town Hall) scheduled for February 21, 2014, in New Orleans.
Now that the Board has signed off on the Articles for the membership’s review and adoption, ACPM will begin the same review process for the College’s Bylaws with the same objective in mind, namely ensuring that the Bylaws conform to ACPM’s current mission and reflect both the changes to our governance structures/processes and best association governance practices.
In undertaking the review process, the Board observed that the original Articles were drafted in 1956 (with a few substantive revisions adopted in 1972). It has been over 40 years since the Articles were last examined in context of ACPM’s mission and current practices, and much has changed in the intervening period.
The Board and legal counsel observed that there are certain provisions that are required to appear in ACPM’s Articles under North Carolina law (where ACPM was incorporated in 1956) that do not exist in the current Articles, which likely is attributable to changes in state nonprofit corporation statute subsequent to 1956. Additionally, our review identified various anomalies and inconsistencies between the existing Articles and the other organizational documents that needed to be addressed and corrected via amending the Articles to more accurately reflect ACPM’s mission, management and governance practices as they currently exist within the organization.
The structure of the Articles remains substantially in its current form, but to assist the membership in its review of the Amended & Restated Articles a summary of the proposed substantive changes follows below.
Proposed Revisions – Amended & Restated Articles of Incorporation
1. Preamble to Articles – Consistent with Chapter 55A of the North Carolina Nonprofit Corporation Act ("Act”) the revised Articles now provide a historic summary of the Articles.
2. Article III (Registered Agent) – Establishing designated agent for service of process in the State of North Carolina as required by §55A-5-01 of the Act.
3. Article IV (Purpose) – Adding specific language referencing the general inherent powers under the Act set forth in §55A-3-02(b), and replacing the original set of outdated purposes in the Articles with the more current set of purposes contained in ACPM’s Constitution.
4. Article V (Powers) – Referencing all legal powers codified in §55A-3-02(a), which has the effect of broadening ACPM’s power and does not unreasonably restrict powers that are currently limited exclusively to the:
"purchase, lease and otherwise acquire, hold, mortgage, convey and otherwise dispose of all kinds of property, both real and personal, both in this state and in all other states, territories and dependencies of the United States, and generally to perform all acts which may be deemed or expedient for the proper and successful prosecution of the objects and purposes for which this corporation is created.”
5. Article VIII (Membership) - Updated to reflect ACPM’s current membership categories.
6. Article X (Government of the College) – Updated to reflect ACPM’s current leadership structure.
7 Article XI (Membership Liability) – Affirmatively stating that Members are not liable for contracts, debts, obligations or defaults by ACPM as permitted under §55A-6-22.
8 Article XII (Limitation on Liability) – Adding indemnification provisions codified in §55A-8-51 incorporating general standards set forth §55A-8-30
9. Article XIII (Effective Date) – As the core elements of the Constitution have now been integrated into the Amended & Restated Articles of Incorporation, it is unnecessary and, indeed, confusing to maintain a separate constitution as a "governing” document, as the revised Articles effectively supersede and nullify the existing Constitution. More specific governing principles and policies are (will be) more appropriately contained in the Bylaws and policy compendium/manual.
For the reasons summarized above, the Board of Regents is asking the membership to review the Amended & Restated Articles of Incorporation in its current form and invites members to submit questions and comments in the online forum created for this purpose. The Amended & Restated Articles will be presented for approval and adoption at ACPM’s Annual Meeting of Members (Town Hall) scheduled for February 21, 2014.
ACPM staff or leaders will respond to questions posted on the forum in a timely fashion and likely create an "FAQ” document based on the questions submitted. ACPM also will deliver a membership webinar presentation in advance of the Annual Meeting so that all Members are given the opportunity to make inquiry and be kept informed of the inquiries of others in advance of the meeting.