About NASPO   >>   By-Laws
By-Laws

BYLAWS/ARTICLES OF ORGANIZATION OF
NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS, INC.


ARTICLE I:  NAME AND PURPOSE
ARTICLE II:  MEMBERSHIP
ARTICLE III:  BOARD OF DIRECTORS
ARTICLE IV:  MEETINGS
ARTICLE V:  REGIONAL ORGANIZATION
ARTICLE VI:  POLICY STATEMENTS
ARTICLE VII:  SUPPORT AGREEMENTS
ARTICLE VIII:  METHOD OF ADOPTION AND AMENDMENT OF RULES

Adopted 11 September 2008

ARTICLE I
NAME AND PURPOSE

Section 1 - Name

 The name of this organization shall be the National Association of State Procurement Officials, Inc. (NASPO).

Section 2 - Purpose

 The National Association of State Procurement Officials, Inc. is an organization through which the member procurement officials provide leadership in professional public procurement, improve the quality of procurement, exchange information and cooperate to attain greater efficiency, economy, and customer satisfaction.

Section 3 - Mission

To help our members achieve success as public procurement leaders in their states.

 Return to Top

ARTICLE II
MEMBERSHIP

Section 1 - Regular Membership

 A state governmental entity charged with the practice of procurement shall hold Regular Membership and pay appropriate dues. A designated regular member consisting of the head of the state department, division or other organizational unit of the branch directly charged with the statewide procurement authority or their designated representative shall be named as a member for the entity. Only regular members have the right to hold office and the right to vote. Each state is entitled to only one Regular Member. The right to vote and the right to hold office are conditional upon the payment of the annual membership dues adopted by majority vote of the members in attendance at the annual conference; provided, however, the failure to pay the annual dues will not bar a regular member from attending the annual conference upon payment of the registration fee.
 
Regular membership is applicable to the States of the United States, the District of Columbia, and the territories of the United States.

Section 2 - Associate Membership

 Associate Membership shall be comprised of the procurement personnel of state agencies and institutions which are either independent of a state central procurement jurisdiction, have received delegated procurement authority from the state central procurement jurisdiction, or have received delegated procurement authority by statute. The Associate Member category includes personnel from: agencies, trusts, authorities, boards, committees, universities, and like diviations of the state government. Any individual from these organizations may apply for associate membership. Upon application by the prospective Associate Member, such application may be approved or rejected by the Board of Directors.
 
Associate Membership shall also include the foreign heads of the department, division or other organizational unit of a qualified entity charged with the procurement functions for the entity. Qualified entity shall mean any governmental unit comparable to a nation, state or province and shall not include cities, counties, townships, parishes, or comparable government units. Any individual from these organizations may apply for Associate Membership. Such applications may be approved or rejected by the Board of Directors.
 
Associate Members shall be ex-officio with no privilege of vote in the official proceedings of the association. They shall not be privileged to hold office. The President, with input from the general membership and the approval of the Board of Directors, may, as deemed appropriate, designate an area of pertinent interest, and may ask with expertise in the designated area to participate. The intent of this action would be to establish programs to facilitate quality interaction among state and foreign officials within particular areas of interest. Examples of such areas of pertinent interest could be: Health, Corrections, Parks and Recreation, Law Enforcement. The dues for Associate Membership will be determined by the Board of Directors and shall be structured so as to reflect the costs associated with supporting the Associate Member and related programs.

Section 3- Honorary Membership

 Upon recommendation of the Board of Directors, Honorary Membership may be conferred for a term of five years by majority vote of regular members present at any annual meeting of the Association or at other times by mail, electronic mail or telephone ballot. In the event balloting is required, such ballots shall be mailed to or called in to the Association Managemennt Company. Honorary members shall have no voting privilege.

Anyone nominated for Honorary Membership shall have contributed significantly to the programs and objectives of the Association.

At the conclusion of the five year Honorary Membership, the board of directors shall either; extend the honorary membership, recommend the member to the regular members for life membership, or allow the honorary membership to expire. An honorary membership may only be extended for one two year period. At the end of second honorary membership period the board of directors shall either recommend the member to the regular membership for life status, or allow the membership to expire. Expired honorary members have no membership status in the Association.

Section 4 - Life Membership

 Upon recommendation of the Board of Directors, Life Membership may be conferred by majority vote of regular members present at any annual meeting of the Association Association or at other times by mail, electronic mail or telephone ballot. In the event balloting is required, such ballots shall be mailed to or called in to the Association Management Company. Life members have no voting privilege.
 
Anyone nominated for Life Membership shall have contributed significantly to the programs and objectives of the Association over an extended period of time; shall have been an Active Member of the Association, either in the capacity of a Regular Member or an Professional Staff Associate Member, for a period of approximately five years or more, except, however, that persons with fewer years of active service may be considered in light of other factors; and shall at the time of consideration continue to show a professional interest in state government procurement and a similar interest in the affairs of the Association. Prior to being nominated for Life Membership the nominee must have been an Honorary Member for at least 5 years, except in extraordinary situations such as a nomination for an individual who is terminally ill.

Section 5 - Responsibility of Honorary or Life Members

 Honorary or Life Members may not initiate or engage in any marketing activities, or other activities promoting a business interest for their personal gain at any annual meeting, or other forum in which vendors and marketing activities are not permitted. Inappropriate marketing activities or other activities promoting a business interest for personal gain by an honorary or life member may be grounds for revocation or suspension of the membership status by the Board of Directors. It shall be incumbent on any honorary or life members to make known to the Board of Directors of NASPO any activity in which they might engage which may be inconsistent with their position as an honorary or life member. The Board of Directors may take any action it may deem appropriate.

  Return to Top

ARTICLE III
BOARD OF DIRECTORS

Section 1 - Composition

The Board of Directors shall consist of regular members as follows: the President, President Elect, Immediate Past President, Finance Chair and eight other directors at large.

Section 2 - Elections

All officers and members of the Board of Directors shall be elected at the annual meeting except the Finance Chair who shall be appointed by the President. All members may serve up to three, consecutive two-year terms except that this provision shall not be applicable to the President, President-Elect, Immediate Past President or Finance Chair.
 
A President-Elect shall be elected at the annual meeting to serve a term ending with the election of the next President-Elect.

The Secretary's Office is non-elective, held by the Association Management Company.

Section 3 - Duties of Elected Officers and Board of Directors

The President shall perform the usual duties of a presiding officer at the meetings of the Association and of the Board of Directors. The President shall appoint a Nominating Committee of five members, broadly representative of the various regions and shall designate the Chairperson who shall be a Past President, whenever possible. At least one other committee member shall be a Past President, whenever possible. The President shall appoint the following standing committee and shall designate a Chairperson and Vice-Chairperson for each:

The Resolutions Committee shall be responsible for developing positions and statements of policy to be presented to the membership at the annual meeting.

The President shall appoint permanent standing committees and special committees, as directed by the Association or by the Board of Directors and shall name the Chairperson and Vice-Chairperson of each committee. During the period between annual meetings, with the approval of the Board of Directors, the President may appoint additional special committees as needed.

Vacancies in the Board of Directors, except the President and President-Elect, may be filled by the President, subject to ratification, by mail, electronic mail, or telephone ballot, by the remaining members of the Board. Should the office of the President-Elect become vacant it may be filled by a majority vote of the Board of Directors at a regular or special meeting or by mail, electronic mail or telephone. In the event balloting is required, such ballots shall be mailed to or called in to the Association Management Company.

The President may not serve successive terms, except when the succession is caused by a President-Elect completing a President's term, and shall serve until a successor is duly elected.

The President-Elect shall perform duties as may be assigned by the President or the Board of Directors. The President-Elect shall succeed the President and complete the President's term of office in the event that the President should resign or otherwise be unable to complete a full term of office. In cases of temporary disability or absence of the President, the President-Elect shall perform and be vested with all the President's powers and duties.

The Finance Chair shall be responsible for preparing an annual budget and overseeing the fiscal affairs of the Association in accordance with guidelines of the Board of Directors. The annual budget shall be based on a fiscal reporting period from January 1 to December 31.

The Board of Directors shall meet at least once between the annual meetings. It shall at all times have charge of the management of the Association, forming a consultative and advisory body for the direction of its activities. The Board of Directors shall adopt an annual budget and shall conduct all affairs of the association, including the receipt of grants, the establishment of cooperative agreements and contracting on behalf of the association. The Board of Directors, assisted by the Association Management Company to the extent desired, shall propose and develop the substantive program for each annual meeting of the Association. The Board of Directors shall have control of all funds, dues, income, monies and the like of the organization and shall have the power to allocate by majority vote said funds, dues, income and monies to defray the costs of the annual convention and other worthwhile projects and undertakings for the benefit and support of the organization; provided, however, that no monies may be allocated to pay a salary to any member holding office in the organization. All funds, dues, income and monies shall be deposited with the Association Management Company of the organization.

Section 4 - Dissolution

No part of the net earnings of NASPO shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the association shall be 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 1, Section 2 hereof. No substantial part of the activities of association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this association.

Upon the dissolution of the association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

 Return to Top

ARTICLE IV
MEETINGS

Section 1 - Annual Meetings

Regular annual meetings of the Association shall be held at such time and place as designated by the Board of Directors. When feasible and practicable, the Board of Directors shall select the time and place for annual meetings at least two years in advance.

Section 2 - Special Meetings

Special Meetings of the Association may be called by the Board of Directors and shall be called at the request, in writing, of ten members. The Association Management Company shall give all regular members at least fourteen days notice of any special meeting of the Association.

Section 3 - Quorum

At any annual or special meeting of the Association, fifteen (15) voting members shall constitute a quorum for the transaction of business.

Section 4 - Voting

 Each regular member shall have one vote at any Association meeting at which business is conducted.  Voting by written absentee ballot may be allowed on items for which sufficient advance notice has been provided to the members.  Absentee voting will occur in a form and manner as prescribed by the Board of Directors.

Section 5 - Meeting Registration Fees

All persons attending an Association meeting shall pay a registration fee. The amount of the registration fee shall be established by the Board of Directors after consultation with the officials of the Host State and the Association Management Company to determine the necessary financing of each meeting. Total fees collected from registration at any meeting shall be made available to the Host Official to defray conference expenses.

Section 6 - Programming

The Board of Directors shall cooperate with the Host Official in coordinating the substantive agenda of a meeting program with any plan of special and entertainment proposed and developed by the Host Official.

Section 7 - Board of Directors Meetings

A quorum for meetings of the Board of Directors or any other Association committee shall be a majority of its members.

Section 8 - Parliamentary Procedure

All meetings shall be conducted so far as practicable in accordance with Roberts Rules of Order.

 Return to Top

ARTICLE V
REGIONAL ORGANIZATION

Section 1 - Policy

It is the policy of the National Association of State Procurement Officials, Inc. that regional meetings be encouraged, organized and conducted so that staff members other than the heads of the organizations are the principal participants. These meetings should be held by whatever combination of States have mutual interests on particular issues. The regional meetings will be held at such times and places as designated by the regional rules or procedure.

Any revenue generated from regional activities may only be distributed by NASPO with the approval of the NASPO Board of Directors and the governing body of the region which generated the revenues.

In recognition that the National Association of State Procurement Officials, Inc. has concerns in common with several other organizations and state officials, it is suggested that regional meetings should, to the extent practical with the primary objective of regional meetings, adhere geographically to the regions adopted herein. Suggested regions are:

The Eastern Regional Group: Connecticut, Delaware, District of Columbia, Maine,  Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, and Vermont. 

The Midwestern Regional Group: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota and Wisconsin.

The Southern Regional Group: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana,  Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, Puerto Rico and the Virgin Islands.

The Western Regional Group: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming, American Samoa and Guam.

Section 2 - Voting at Regional Meetings

Each Regular Member may cast only one vote at regional meetings.

Section 3 - Quorum at Regional Meetings

A majority of members present at any Regional meeting shall constitute a quorum.

 Return to Top

ARTICLE VI
POLICY STATEMENTS

Section 1 - Policy Statements

This Article anticipates that the association will be requested or required on occasion to adopt policy statements on a variety of issues which will reflect the position of the association (e.g., federal-state matters, such as the reporting of identical bids; association activities and special problems, such as supplier participation at association meetings; ethics in governmental procurement, etc.). To meet the need for such policy statements during the interim between regular Association meetings, the Board of Directors is authorized to draft and propose needed statements of policy and disseminate such statements to all regular members for ratification. Affirmation will be assumed unless a negative response is reported to the Board of Directors within a time limit specified by the Board of Directors.

 Policy statements shall be considered adopted by the association unless a minimum of ten dissenting responses are received within the stated time limit. On a negative vote of ten or more members, a policy proposal may be placed on the agenda of an Association meeting for final adoption or rejection.

 Return to Top

ARTICLE VII
SUPPORT AGREEMENTS

The Board of Directors will annually review the association workplan, budget and association management contract to ensure the provision of quality, customer oriented, professional support for the association and its goals and objectives. Such services may include assisting the Finance Chair in the performance of his/her duties; assisting the association in its planning of future annual meetings; expanding association membership, conducting and sharing procurement related research; preparing and distributing association newsletters; and writing grant proposals to conduct extraordinary research or educational programs for the membership. A decision regarding change in the Association Management Company is subject to majority vote by the full membership of the association.

The Board of Directors may, from time to time, enter into other contractual agreements for any lawful purpose, consistent with these Bylaws/Articles of Organization.

 Return to Top

ARTICLE VIII
METHOD OF ADOPTION AND AMENDMENT OF RULES

Section 1 - Adoption of Rules and Amendments

Bylaws/Articles of Organization shall be adopted as amended or repealed by a majority vote of the regular members present at any annual or special meeting of the Association. Changes to the Articles may also be made upon the recommendation of the Board of Directors by a majority vote of the regular members conducted by ballot. The ballot shall permit each member at least fifteen (15) calendar days to vote on the recommended changes.

*Complete revision as adopted by the membership at the 1970 Annual Meeting, October 1970; other revisions at 1972, 1977, 1980, 1984, and 2008 Annual Meeting; revision by mail ballot after the 1985 Annual Meeting, 1987 Annual Meeting, 1990 Annual Meeting, 1992 Annual Meeting, 1994 Annual Meeting, 1996 Annual Meeting, and 1998 Annual Meeting, 2000 Annual Meeting, 2002 Marketing Meeting, 2002 Annual Meeting and 2005 Annual Meeting.

Return to Top