NAPA Bylaws

SECTION 1. AUTHORITY. Bylaws for governing this organization shall be made by the Board of Directors. These bylaws were issued by the Board of Directors pursuant to their granted authority.

SECTION 2. NAME. The name of this Association shall be the National Asphalt Pavement Association, Inc. The term “Association” as used in these Bylaws shall refer to the National Asphalt Pavement Association (NAPA).

SECTION 3. LOCATION OF OFFICES. The Association shall make its headquarters in the Metropolitan Washington, D.C., area. The Board of Directors (henceforth, “the Board”) may authorize other offices to be maintained at their discretion.

SECTION 4. PURPOSE AND ACTIVITIES. The purpose of the National Asphalt Pavement Association is to represent the interests of asphalt mixture producers and paving contractors at the national level and offer value-added expertise, programs, and services to its members for a competitive edge. The association will pursue activities that advance its purpose and objectives. This includes:

• advocating for surface transportation investment, especially highway and airport funding.
• guarding against unnecessary rules and regulations that may impact the asphalt pavement industry.
• advancing innovation, research, and deployment aimed at improving the value and quality of asphalt pavements.
• enhancing the environmental impact and sustainability of asphalt pavements.
• promoting the use of asphalt pavements by communicating their engineering, economic, environmental, and societal benefits.
• conducting and supporting programs that promote worker health, safety, and development.

This is achieved through:

• engagement with federal, state, and local government officials and agencies, pavement owners, research institutions such as the National Center for Asphalt Technology (NCAT), and labor unions.
• partnerships with allied associations and organizations at the state, national, and international levels.
• educational and informational programs, publications, and events that engage the industry, its customers, and the public at large.

SECTION 5. GENERAL PROVISIONS.

(A) Code of Ethics. The Association has a Code of Ethics outlining the mission and goals of the Association for its members. The Code of Ethics is distributed to each Association member.

(B) Legal Compliance. The Association complies with applicable federal, state, and local antitrust, trade regulation, or other applicable laws and applicable tax requirements.

(C) Antitrust Policy. The Association has a written Antitrust Policy Statement that has been approved by the Board of Directors and is distributed for use at the Association’s meetings.

(D) NAPA Meetings Policy Statement. The Association has a written NAPA Meetings Policy Statement that has been approved by the Board of Directors and is distributed for use at the Association’s meetings.

SECTION 1. ELIGIBILITY. Any person, partnership, trust, firm, or corporation, operated on a for- profit basis engaged in the asphalt pavement industry, that is interested, either directly or indirectly, in promoting high business standards, practices, and ethics among those engaged in said industry and in improving and promoting the proper and efficient use of asphalt paving mixtures in accordance with the requirements of the various countries, states, territories, and possessions, shall be eligible for membership in the Association.

SECTION 2. CLASSES OF MEMBERSHIP. Membership in the Association shall be divided into five classes, namely, “Producer Membership,” “Associate Membership,” “International Membership,” “Life Membership,” and “Individual Membership.”

(A) Producer Membership. Producer membership shall be limited to any person, partnership, trust, firm, or corporation, operated on a for-profit basis in the United States of America and its territories and possessions, engaged in the production of asphalt paving mixtures manufactured in a central mixing plant. Each Producer member in good standing shall be entitled to one vote on matters of the Association.

(B) Associate Membership. Associate membership shall be limited to any person, partnership, trust, firm, or corporation, operated on a for-profit basis, not directly involved in the manufacture or production of asphalt paving mixtures but interested in the promotion and advancement of high standards of business practices in the use of asphalt pavements. Associate members may attend meetings of the members and one vote is allotted to the Chair of the Associate Member Council. Each Associate member shall be assigned to one of the following categories:

1. Sustaining Member—A firm that supports the asphalt industry but does not manufacture or sell aggregate, asphalt, or equipment used directly in the production, placement, or transportation of asphalt, e.g., financial, surety, e-commerce, insurance, fabrics, pavement breakers, cold millers, software, publishers, truckers, test equipment, asphalt release agents.
2. Paving Contractor—A firm engaged in the placement of asphalt that does not own or operate asphalt mixture production facilities.
3. Equipment Distributor—A firm that supplies but does not manufacture equipment to be used directly in the production and placement of asphalt.
4. Supporting Manufacturer/Supplier—Less than $10 million in Gross Annual Asphalt-Related Sales: a firm that is a manufacturer of equipment or parts, refiner of asphalt cement, or supplier of materials used in the production and/or placement of asphalt, e.g., asphalt plant manufacturer, machinery manufacturer (pavers, rollers, tanks, etc.), oil companies, asphalt suppliers, aggregate producers.
5. Major Manufacturer/Supplier—More than $10 million in Gross Annual Asphalt-Related Sales: a firm that is a manufacturer of equipment or parts, refiner of asphalt cement, or supplier of materials used in the production and/or placement of asphalt, e.g., asphalt plant manufacturer, machinery manufacturer (pavers, rollers, tanks, etc.), oil companies, asphalt suppliers, aggregate producers.
6. Consultant Firm—A firm with two or more employees (including LLP, LLC) that provides consulting engineering, management, environmental, safety, health, marketing, asphalt mix design, plant operations, training seminars, inspecting, or laboratory services.
7. Individual Consultant—A self-employed individual engaged in providing consulting engineering, management, environmental, safety, health, marketing, asphalt mix design, plant operations, training seminars, inspecting, or laboratory services.

(C) International Membership. Limited to any person, partnership, trust, firm, or corporation, operated on a for-profit basis engaged in the production of asphalt paving mixtures manufactured in a central mixing plant, which is organized and operating in and under the laws of any country other than the United States of America and its possessions and territories. International Members shall have the right to receive all technical literature and to attend all regularly scheduled meetings of the Association but will not have the privilege of voting or holding office.

(D) Life Membership. By majority vote and upon the recommendation of the Asphalt Hall of Fame Committee, the Board may confer Life Membership on an individual who has contributed outstanding service to the Association. The individual must be retired from a Producer member company that was in good standing upon their retirement. The individual must have served the Association for a minimum of ten years and must have served as a National Officer. Life members shall have the right to receive all literature and may attend all regularly scheduled meetings of the Association but will not have the privilege of voting or holding office.

(E) Individual Membership. Individual Membership shall be limited to those persons who have previously been associated with a Producer member firm and active in Association affairs for a minimum of five years; are not employed by a Producer member firm eligible for membership; and shall be elected by a majority vote of the Board. Individual members may attend all regularly scheduled meetings of the Association but will not have the privilege of voting or holding office.

(F) Political Advocacy Membership. Political Advocacy Membership shall be available to any individual who is a full-time employee of a Producer or Associate Member and who affirms to the Association that he/she is willing to participate in the activities of the Political Advocacy Member Council. Political Advocacy Members may attend all regularly scheduled meetings of the Association, but will not have the privilege of voting, other than voting for a Chair and Vice Chair of the Political Advocacy Member Council as provided in Article VIII.

SECTION 3. APPLICATION FOR MEMBERSHIP. Application for membership shall be upon a physical or online form submitted to the Association for this purpose. All applications for membership in the Association shall be presented to the Board for approval. Upon approval of an application, the applicant shall be elected to the appropriate membership classification and shall be admitted to membership upon payment of the prevailing membership dues for the class of membership to which elected. Application for membership must be at the highest applicable dues category.

SECTION 4. PRODUCER MEMBER REPRESENTATIVES. Producer Member Representatives shall be divided into three categories: Authorized Voting Representative, Company Representative, and Producer Member Employee.

(A) Authorized Voting Representative. Each Producer member shall appoint and designate an individual, associated with such member in business, who shall represent, vote, and act for the member in the affairs of the Association including the holding of office therein. Such individual shall be known and referred to as the “Authorized Voting Representative.”

(B) Company Representative. For each Producer member that maintains production operations in multiple states, the Producer member may appoint one additional representative in each state (other than the headquarter state of the Authorized Representative) where the Producer member maintains a production operation in that state. This person so designated shall be referred to as the “Company Representative” for that state. There shall be only one Company Representative for each Producer member in any state. The Company Representative is eligible to be elected as State Advisor and to vote for the State Advisor in that state.

(C) Producer Member Employee. Each Producer member Authorized Voting Representative or Company Representative may extend certain, limited benefits of membership in the Association to any and all employees of the Producer member. Such benefits may include member-only participation, communication, and discounts.

SECTION 5. ASSOCIATE MEMBER REPRESENTATIVES. Each Associate member shall designate an Authorized Representative to represent their company in the Association. Each Associate member Authorized Representative may extend certain, limited benefits of membership in the Association to any and all employees of the Associate member. Such benefits may include member-only participation, communication, and discounts.

SECTION 6. MEMBERSHIP DUES. The Board shall have the right and is empowered to change the annual dues as deemed necessary, by a two-thirds vote of those present at any of its meetings, provided that notice of such proposed amendment shall be submitted to the Board, via electronic mail, for their review thirty (30) days in advance of the meeting at which action thereon is to be taken.

All member dues and tonnage are treated as confidential.

(A) Producer Members. There is an initial membership application fee for all new members as determined and approved by the Board. Dues will be paid on a quarterly basis, based on all asphalt paving mixtures manufactured in a central mixing plant produced by that member.

(B) Associate Members. Dues are payable on an annual basis, at the beginning of the membership year.

(C) International Members. Dues are payable on an annual basis, at the beginning of the membership year.

(D) Life Membership. There are no membership dues.

(E) Individual Members. Dues are payable on an annual basis, at the beginning of the membership year.

(F) Political Advocacy Members. The Board is authorized to determine whether Political Advocacy Members are required to pay annual dues, and to determine the amount of such annual dues. Such dues, if any, are payable at the beginning of the membership year.

SECTION 7. PAYMENT OF DUES. Payment of dues is required as detailed in this section for the different classifications of membership. If payment of dues or indebtedness is not made within the specified time periods shown, then such dues and indebtedness will become delinquent, and written notice of such delinquency shall be given by the Secretary to the delinquent member. After such notice has been given, the name of the delinquent member shall be made available wherever ordered by the Board, and such delinquent members shall not be permitted to incur any further indebtedness to the Association. If any member shall not make payment in full of all indebtedness within sixty (60) days after the giving of such notice as described above, such delinquent member shall be suspended from the Association and denied all privileges of the Association, even as the guest of another member, and written notice thereof shall be sent by the Secretary. Suspension shall not relieve a member’s obligation to pay dues.

(A) Producer Members. Dues are payable on a quarterly basis and for the previous quarter’s tonnage. Dues are to be paid on all tonnage from asphalt paving mixtures manufactured in a central mixing plant.

1. Initial Membership Fee—There will be an initial membership application fee for all new Producer members, the amount of which will be determined by the Board. Remittance for the initial membership fee must accompany the membership application.
2. Forfeiture of Initial Membership Fee—When a Producer member resigns from the Association or is suspended for indebtedness or non-payment of dues, the initial membership application fee is forfeited.
3. Reinstatement—If a previous member elects to rejoin NAPA within six months of resignation or suspension for indebtedness or non-payment of dues, the member has the option of paying the initial membership fee again or paying dues on the tonnage produced during the period of dropped membership. Previous members who wish to rejoin after a period of six months will be required to submit a new application with the required initial membership application fee.

(B) Associate Members. Annual dues shall be payable in advance of the membership year beginning January 1. If payment of such dues is not received within sixty (60) days from the date they are payable, then the member shall become delinquent.

(C) International Members. Annual dues shall be payable in advance of the membership year beginning January 1. If payment of such dues is not received within sixty (60) days from the date they are payable, then the member shall become delinquent.

(D) Life Members. There are no membership dues.

(E) Individual Members. Annual dues shall be payable in advance of the membership year beginning January 1. If payment of such dues is not received within sixty (60) days from the date they are payable, then the member shall become delinquent.

SECTION 8. WITHDRAWAL FROM MEMBERSHIP. Any member shall have the right of withdrawing from membership by giving formal written notice of withdrawal addressed to the Association. No refund of membership dues paid will be granted, however membership privileges will expire at the conclusion of the period paid.

SECTION 9. NON-TRANSFERABLE MEMBERSHIP. Memberships shall not be transferable by any Producer, Associate, International, Life, or Individual member.

SECTION 10. EXPULSION. The following shall constitute cause for consideration of charges leading to expulsion of an Association member, regardless of when the alleged offense may have been committed and regardless of when the alleged offense shall have come to the attention of the Association:

1. Failure to comply with any of the membership requirements as contained in these Bylaws.
2. Failure to disclose, or concealment of, any information requested on the application for membership, regardless of when such omission or concealment shall have taken place or come to the attention of the Association.
3. Violation of any of the Bylaws.
4. Violation of the Code of Ethics established by the Association.

(A) Procedure. Any Association member charged with any of the above offenses shall receive written notification of such charges to the member at the address shown in the Association’s record. Further, the member will be notified that, in accordance with procedures set forth by the Association, the Board is considering expulsion from the Association and advised that the member will have an opportunity to answer to the charges and present any evidence or argument it wishes as to why it should not be expelled. A hearing will be set in a place convenient to the member. No competitor of the member may participate in any way in the hearing. The member will be allowed to be represented by counsel, to have a transcript of the hearing made, and to cross examine witnesses (if any). The Chair of the Board of the Association shall designate a Board of Review to consist of no fewer than three members, including a chair to conduct the hearing. The recommendation of the Board of Review shall be submitted promptly to the Board of Directors for final decision. A record of the decision made by the Board of Directors in each case shall be made a part of the permanent membership file of each member involved in the case. The record of the decision made by the Board of Directors shall contain the names of all parties involved in the case and clearly state their guilt or exoneration of the charges for future reference.

(B) Reinstatement. If a member is expelled from membership in the Association, the member may reapply for membership after at least three years have elapsed from the date on which the member was notified of his expulsion from the Association.

The Producer membership of the organization shall be divided into at least four geographic regions as established as follows:

Northeast U.S. Region: Includes states/territories of Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, and the District of Columbia.

Southeast U.S. Region: Includes states/territories of Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West Virginia, Puerto Rico, and US Virgin Islands.

Northcentral U.S. Region: Includes states of Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, and Wisconsin.

Western U.S. Region: Includes states/territories of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming, American Samoa, Guam, and Northern Mariana Islands.

The Board may modify the number of regions and composition of the regions by majority vote.

SECTION 1. ANNUAL MEMBERSHIP BUSINESS MEETING. The Annual Membership Business Meeting shall be held at NAPA’s Annual Meeting or such place, including online, and time as may be determined by the Board. Written notice of the time and place of the holding of the annual business meeting shall be mailed or electronically sent to each Authorized Representative by the Board Secretary no fewer than thirty (30) days preceding the date of the meeting, which shall state the objectives, time, and place thereof. The Board may determine that the Annual Membership Business Meeting will not be held at a physical place but instead will be held via remote communication, provided that all participants can hear each other simultaneously.

SECTION 2. VOTING. Each Producer member in good standing and the Chair of the Associate Member Council shall have one vote at each Annual Membership Business Meeting of the Association, which may be cast by the Authorized Voting Representative or by written proxy.

SECTION 3. QUORUM. Twenty-five (25) percent of the Producer membership, either present or represented by proxy, shall constitute a quorum at any meeting of the members. When a quorum is present, a majority vote of the Producer members in good standing present or by proxy at such meeting shall decide any matter or question that may come before the meeting. In the absence of a quorum, the Producer members present or by proxy at such meeting may adjourn the same to a future date. No business shall be transacted at any meeting until a quorum of the Producer members in good standing is present.

SECTION 4. ORDER OF BUSINESS. The order of business of the Annual Membership Business Meeting, insofar as applicable, shall be as follows:

1. Roll Call
2. Review of notice of meeting, NAPA meetings policy, and antitrust policy
3. Review of the minutes of the previous meeting
4. Strategic plan progress and/or reports of officers and committees
5. Old business
6. 6ew business
7. Adjournment

SECTION 5. MINUTES. The Board Secretary shall ensure that meeting minutes are documented, disseminated, and archived as appropriate.

SECTION 1. POWERS AND DUTIES OF THE BOARD OF DIRECTORS. The governance and direction of the affairs and business of the Association shall be vested in the Board of Directors as constituted in Section 2 of this Article. The Board exercises its legal and fiduciary responsibilities in conformity with the laws under which the association is organized and as provided by these bylaws. The Board shall direct the investment and care of the funds of the association, make appropriations for specific purposes, and take measures to advance the interests of the Association. Such duties include:

(A) Oversight. Establish bylaws, serve as the legal repository of full authority of the Association, and oversee organizational policies for risk management and prevention.

(B) Strategic Planning. Prioritize needs in industry, set broad policies and objectives through strategic planning, and direct resources to achieve goals and objectives.

(C) Financial Planning. Ensure and safeguard adequate resources; monitor and approve budget, financial statements, and operating reports; and ensure conduct of annual financial audit.

(D) Decision-making. Guide the Association in the best interest of the members, including acting on emerging issues, policy, programs, and other matters.

(E) Association President and Chief Executive Officer. The Board shall have authority to appoint, oversee, and terminate the Association’s President and Chief Executive Officer. The Board shall appoint a Search Committee to recommend a President and Chief Executive Officer for approval by the Board of Directors.

SECTION 2. COMPOSITION OF THE BOARD OF DIRECTORS. The Board of Directors shall consist of 25 directors:

(A) the National Officers (Chair, First Vice Chair, Second Vice Chair, Secretary, and Treasurer) as outlined herein, and the immediate past Chair who shall remain a member of the Board of Directors for a single term of one (1) year upon retirement from office provided they are, and remain, a Producer Member in good standing of the Association.
(B) the Chair of the Council of Past Chairs.
(C) the Chair of the NAPA Research and Education Foundation Board of Trustees and the Chair of the Board of Directors of the National Center for Asphalt Technology.
(D) the Chair of the Nominating Committee.
(E) the Chair of the IMPACT Leadership Group.
(F) the Regional Vice Chair of each geographic region defined in Article III as designated by the Board of Directors.
(G) up to a maximum of eight (8) At-Large Producer Members in good standing.
(H) one (1) At-Large Associate Member in good standing and a member of the Associate Member Council, appointed by the Chair of the Board-Elect and with the approval of the Board of Directors for a non-renewable term of three (3) years.
(I) the NAPA President and Chief Executive Officer.
(J) the Chair of the Political Advocacy Member Council.

Each member, i.e., Directors, of the Board of Directors shall have one vote.

In addition to the 25 Director positions, the Chair may appoint specific committee and task force chairs, based on critical, timely issues to serve on the Board of Directors and attend all regularly scheduled meetings of the Board, but will not have the privilege of voting. These appointments require approval by the Board for a predetermined term of three years or less which may be renewed.

SECTION 3. LIMITATIONS. The composition of the Board of Directors may not exceed 30, inclusive of both voting and non-voting, members.

The maximum number of voting representatives on the Board of Directors from any one Producer Member shall be limited to two (2), with exception of specific committee and task force chairs appointed by the Chair of the Board and with approval of the Board of Directors.

SECTION 4. APPOINTMENT AND TERMS FOR REMAINING INDIVIDUALS SERVING ON BOARD OF DIRECTORS.

(A) At-Large Producer Members. Up to two (2) At-Large Producer Members, who are duly authorized voting representatives of NAPA Producer members in good standing, appointed annually by the Chair of the Board-Elect (if and when a vacancy exists) and with the approval of the Board of Directors, for a term of three (3) years that is renewable for one additional three (3) year term, with a maximum of eight (8) At-Large Producer Members at any given time.

(B) At-Large Associate Member. One (1) At-Large Associate Member, who is an Authorized Voting Representative of an Associate member and a member of the Associate Member Council, appointed by the Chair of the Board-Elect and with the approval of the Board of Directors for a non-renewable term of three (3) years.

(C) IMPACT Leadership Group Chair. The individual from a Producer member in good standing shall be duly elected for a two (2) year term by the IMPACT Leadership Group as its Chair and shall serve in this Board seat concurrent with the term of their respective office.

(D) Chair of the NAPA Research and Education Foundation Board of Trustees. The individual from a Producer member in good standing shall be duly elected by that body and shall serve in this Board seat concurrent with the term of their respective office.

(E) Chair of the National Center for Asphalt Technology Board of Directors. The individual from a Producer member in good standing shall be duly elected by that body and shall serve in this Board seat concurrent with their term of the respective office.

(F) Chair of the Council of Past Presidents/Chairs. The individual from a Producer member in good standing shall be duly elected for a two (2) year term by the Council as its Chair and shall serve in this Board seat concurrent with their term of the respective office.

(G) Chair of the Nominating Committee. With preference given to the NAPA past chairs, an individual from a Producer member firm in good standing shall be duly appointed by the Chair of the Board for a one-year term.

(H) Regional Vice Chairs of the Advisory Council. Through 2024, Regional Vice Chairs may be appointed annually by the Chair-Elect for a term of three (3) years, renewable for one additional three (3) year term, with the approval of the Board of Directors. Regional Vice Chairs shall be the duly Authorized Voting Representatives or Company Representatives of Producer members in good standing. Beginning in 2025, for each region with an available Vice Chair slot, an individual from a Producer member in good standing shall be duly elected for a three (3) year term by the region’s State Advisors as its Vice Chair and shall serve in this Board seat.

(I) Chair of the Political Advocacy Member Council. The individual who is a member of the Political Advocacy Member shall be duly elected by that body for a term of two (2) years as its Chair and shall serve in this Board seat concurrent with his/her term of office as Chair of the Political Advocacy Member Council.

SECTION 5. COMPETENCIES OF THE BOARD OF DIRECTORS. Board of Directors members should aspire to demonstrate leadership skills (strategic thinking and guidance, direction for achieving goals, fundraising/giving abilities, and building teamwork) and experience, including past service in NAPA committee leadership. Members of the Board also must understand and adhere to the critical governance role including duties of care and loyalty and make judgments in the interest of the entire membership of NAPA.

SECTION 6. VACANCIES. Any vacancy on the Board of Directors of National Officers or Directors shall be filled by appointment by the Chair of the Board of Directors, subject to approval of the Board of Directors. Appointees shall serve out the unexpired term of the previous Officer or Director.

SECTION 7. MEETINGS. Meetings of the Board of Directors may be held at such place as determined and stated in the notice of meeting, at any time deemed advisable or necessary by the Chair or by a majority of the duly elected Officers. The Board may determine that a meeting will not be held at a physical place but instead will be held via remote communication, provided that all Board members can hear each other simultaneously. Written notice of the time and place of the Board of Directors meeting shall be mailed or electronically sent to each member by the Board Secretary not less than thirty (30) days preceding the date of the meeting, which shall state the objectives, time, and place thereof.

(A) Quorum. At any meeting of the Board of Directors, attendance by a simple majority of the members of that body shall constitute a quorum. When a quorum is present at any meeting, the majority of the members in attendance shall decide any questions or matter that may come before the Board except as prohibited by any law.

(B) Order of Business. The order of business at meetings of the Board of Directors, insofar as applicable, shall be as follows:

1. Roll Call
2. Review of notice of meeting, NAPA meetings policy, and antitrust policy
3. Review of the minutes of the previous meeting
4. Strategic plan progress and/or reports of officers and committees
5. Old business
6. New business
7. Adjournment

(C) Minutes. The Board Secretary shall ensure that meeting minutes are documented, disseminated, and archived as appropriate.

SECTION 8. BOARD PARTICIPATION REQUIREMENT. Any Director who misses three consecutive Board meetings without reasonable cause shall relinquish his/her seat on the Board, unless excused due to reasonable cause as determined by the Chair. The director shall be notified in writing by the Secretary of this policy after two unexcused absences.

SECTION 1. ASSOCIATION NATIONAL OFFICERS. The National Officers of the Association shall be a Chair, First Vice Chair, Second Vice Chair, Secretary, and Treasurer, all of whom shall be the duly Authorized Voting Representatives of a Producer Members in good standing. Term of office for all National Officers shall be for one (1) year. National Officers, other than the Secretary and the Treasurer, shall not be eligible to serve consecutive terms.

SECTION 2. QUALIFICATION OF CHAIR AND VICE CHAIRS. The Chair and 1st Vice Chair, to be eligible for office, shall have been elected and served a minimum term of one (1) year as a National Officer, which includes Chair, First Vice Chair, Second Vice Chair, Secretary, or Treasurer. The 2nd Vice Chair, to be eligible for office, shall have been elected and served a minimum term of one (1) year as a National Officer, or two (2) years as a member of the Board of Directors.

SECTION 3. QUALIFICATION OF SECRETARY AND TREASURER. To be eligible for the office of Secretary or Treasurer, a candidate shall have served a minimum of one (1) year as a National Officer, or one (1) year as a member of the Board of Directors.

SECTION 4. ELECTION OF OFFICERS. Candidates for National Officers shall be elected for a term of one (1) year by a majority of votes cast by Producer Members in good standing. The election of Officers shall be by mail or electronic ballot completed at least thirty (30) days prior to the convening of the Annual Membership Business Meeting. The ballot shall contain the names of the slate of Officers presented by the Nominating Committee and approved by the Board of Directors.

SECTION 5. DUTIES OF THE CHAIR OF THE BOARD. The Chair shall preside at all official meetings of the Association and serve as the Chair of the Board of Directors. The Chair, with the President and Chief Executive Officer or designated senior staff shall perform such other duties as are incidental to the office or required of it by the Board of Directors, including appointment of all committees and their Chairs and terms of service, except where otherwise provided.

SECTION 6. DUTIES OF THE VICE CHAIRS. In the absence of the Chair, all powers and duties of the Chair shall be vested in the First Vice Chair. The First Vice Chair will serve as the Chair of the Advisory Council, as established in Article VII. In the absence of the Chair and First Vice Chair, all powers and duties shall be vested in and performed by the Second Vice Chair. The Second Vice Chair will serve as the Vice Chair of the Advisory Council. In the absence of the Chair, First Vice Chair, and Second Vice Chair, all powers and duties shall be vested in and performed by the Treasurer. All Vice Chairs and the Regional Vice Chairs shall serve on the Membership Committee of the Association.

SECTION 7. DUTIES OF THE TREASURER. The Treasurer shall have the responsibility of overseeing the management and reporting of the Association’s finances. The Treasurer works with the Board of Directors to ensure the financial health and integrity of the Association’s fiscal activities including the review of the regularly scheduled independent audit. The Treasurer:

• works in close consultation with the Association’s President and Chief Executive Officer and/or designated senior staff to ensure the Association maintains sound financial and accounting policies and strong internal controls;
• performs budget oversight; and
• performs other such duties incidental to the Treasurer’s office.

SECTION 8. DUTIES OF THE SECRETARY. The Secretary shall give written notice of the Annual Membership Business Meeting and meetings of the Board of Directors. The Secretary shall ensure that meeting minutes are documented, disseminated, and archived as appropriate. All corporate records are maintained at the corporate office.

SECTION 9. DUTIES OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President and Chief Executive Officer shall have entire charge of management of the association under the direction of the Board of Directors. The President and CEO shall:

• Submit for consideration the budget, annual goals, and objectives of the Association consistent with the Association’s strategic plan.
• Have authority to hire, oversee, and terminate Association staff as he or she deems necessary to conduct the business of the Association, subject to budget limitations and in consultation with the Board of Directors.
• Provide regular financial updates and report NAPA’s progress in achieving its annual goals.
• Perform such other duties that are essential to their position and the Association’s success or are properly delegated to or required of them by the Board.

SECTION 1. ESTABLISHMENT OF AN ADVISORY COUNCIL. An Advisory Council is hereby established to serve as state and regional leaders advancing the asphalt pavement industry’s goals and strategy. The NAPA Board of Directors establishes regions and designates states and territories to each region, as outlined in Article III.

SECTION 2. DUTIES OF ADVISORY COUNCIL. The Advisory Council will:

• Advise and inform the NAPA Board of Directors on issues, challenges, and opportunities for the asphalt pavement industry and advise how best to deliver relevant programs,research, and events to members that provide focus for the association and help strengthen NAPA members’ business.
• Be informed and receive NAPA financial and operational reports.
• Be the front lines of the industry and act as the voice of their respective state, territory,or region and stakeholder groups in providing relevant insight that can directly influence NAPA initiatives.
• Engage, on behalf of NAPA advocacy initiatives, with regulatory or elected officials.

SECTION 3. ADVISORY COUNCIL COMPOSITION. The Advisory Council shall consist of:

(A) The NAPA First Vice Chair and Second Vice Chair serve as the Chair and Vice Chair of the Advisory Council, respectively.
(B) State Advisors, from every state that has at least one NAPA member, shall represent the NAPA members in his or her state. Each geographic region will elect a State Advisor to serve as Regional Vice Chair and represent that region to the Board of Directors.
(C) The Associate Member Council (AMC) Officers, for their respective elected terms.
(D) Maximum of eight (8) At-Large Producer Members.
(E) Maximum of three (3) At-Large Associate Members, inclusive of AMC officers, for each designated region.
(F) The officers of the State Asphalt Pavement Associations (SAPAs) organization.

SECTION 4. LIMITATION. The maximum number of representatives on the Advisory Council from any one Producer Member shall be limited to ten (10) and from any one Associate Member shall be limited to two (2).

SECTION 5. APPOINTMENT AND TERMS FOR INDIVIDUALS SERVING ON ADVISORY COUNCIL.

(A) Election of State Advisors. Candidates for State Advisors shall be elected by a majority of votes cast by mail or electronic ballot of the Authorized Voting Representative or Company Representative of the Producer members in good standing of the state to be represented.

(B) Terms of Office of State Advisors. State Advisors shall be elected for a term of three (3) years which is renewable. Advisors filling a vacancy shall serve out the unexpired term of the previously elected Advisor.

(C) Qualifications of State Advisors. To be eligible for election to the office of State Advisor, a candidate shall be the Authorized Voting Representative or a Company Representative of a Producer Member in good standing from the state to be represented. State Advisors must indicate a willingness to participate in NAPA activities, attend NAPA meetings, and be the Authorized Voting Representative or a Company Representative of a Producer member in good standing. If an Authorized Voting Representative or Company Representative is not available to serve, a Designated Representative may be elected to serve as a State Advisor with the approval of the First Vice Chair and the Chair of the Board. Where there is no eligible member to serve as an Advisor, the office will remain vacant until a qualified candidate can be elected or appointed to the position.

(D) Removal of State Advisors. State Advisors shall be subject to removal from office by a majority vote of their state membership eligible to vote. Such vote to remove shall be in accordance with procedures set forth by the Board upon receipt of a removal petition signed by at least thirty percent (30%) of the Producer Members in good standing of the state to be represented. Any State Advisor who is not in attendance for three (3) consecutive Advisory Board meetings, unless excused due to reasonable cause as determined by the Association 1st Vice Chair, may be removed from office by the Board of Directors, and a new Advisor will be appointed.

(E) Election of Regional Vice Chairs. Candidates for Regional Vice Chairs shall be elected by a majority of votes cast by electronic ballot of the State Advisors in good standing of the region to be represented.

(F) Terms of Office of Regional Vice Chairs. Regional Vice Chairs shall be elected for a term of three (3) years, which may be renewed one time for a total of six (6) years. Regional Vice Chairs filling a vacancy shall serve out the unexpired term of the previously elected Vice Chair.

(G) Qualifications of Regional Vice Chairs. To be eligible for election to the office of Regional Vice Chair, a candidate shall be the State Advisor from the region to be represented.

(H) Associate Member Council Officers. The individuals from Associate members in good standing shall be duly elected by that body and shall serve in these three (3) Council seats concurrent with the term of their respective office.

(I) At-large Producer Members. Up to four (4) At-Large Members, who are duly Authorized Voting Representatives of NAPA Producer members in good standing, may be appointed, if a vacancy exists, annually by the Chair of the Board-Elect and with the approval of the Board of Directors, for a term of three (3) years that is renewable for one additional three (3) year term, with a maximum of eight (8) At-Large Producer Members at any given time.

(J) At-large Associate Members. Up to three (3) At-Large Members, who are a representative of an Associate member, may be appointed by the Chair of the Board- Elect and with the approval of the Board of Directors for a term of three (3) years that is not renewable, with a maximum of nine (9) At-Large Associate Members in addition to the Associate Member Council Officers.

(K) State Asphalt Pavement Associations Officers. The four (4) national officers representing the SAPAs organization shall be duly elected by that body and shall serve in these Council seats concurrent with the term of their respective office.

SECTION 6. VACANCIES. Any vacancy on the Advisory Council of either a Regional Vice Chair, State Advisor, or At-Large Member shall be filled by appointment by the First Vice Chair in consultation with the Chair of the Board of Directors, subject to approval of the Board of Directors. Appointees shall serve out the unexpired term of the previous Chair or Advisor.

SECTION 7. MEETINGS. Meetings of the Advisory Council may be held at such place, including online, as determined and stated in the notice of meeting, at any time deemed advisable or necessary by the First Vice Chair of the Board. Regional meetings of Advisory Council members may be held at such place as determined and stated in the notice of meeting, at any time deemed advisable or necessary by the Regional Vice Chair in consultation with the NAPA Staff liaison(s) and with approval of the NAPA First Vice Chair. Written notice of the time and place of the Advisory Council and regional meetings shall be electronically sent to each member not less than thirty (30) days preceding the date of the meeting, which shall state the objectives, time, and place thereof.

(A) Quorum. At any meeting of the Advisory Council or Regions, attendance by a simple majority of the members of that body shall constitute a quorum. When a quorum is present at any meeting, the majority of the members in attendance shall decide any questions or matter that may come before the members except as prohibited by any law.

(B) Order of Business. The order of business at meetings of the Advisory Board or regional meetings, insofar as applicable, shall be as follows:

1. Roll Call
2. Review of notice of meeting, NAPA meetings policy, and anti-trust policy
3. Review of the minutes of the previous meeting
4. Old business
5. New business
6. Adjournment

(C) Minutes. The First Vice Chair and/or Regional Vice Chair, in conjunction with NAPA staff liaison(s), shall ensure that meeting minutes are documented, disseminated, and archived as appropriate.

SECTION 1. ESTABLISHMENT OF A POLITICAL ADVOCACY MEMBER COUNCIL. A Political Advocacy Member Council is hereby established to be composed of all Political Advocacy Members. The Political Advocacy Council Members (1) shall assist with the Association’s government affairs and advocacy engagement efforts and (2) shall be responsible for reviewing and making recommendations regarding the Association’s legislative and regulatory priorities and its candidate support activities in consultation with the relevant officers, employees, and committees of the Association.

SECTION 2. ELECTION OF CHAIR AND VICE CHAIR. The Political Advocacy Members shall elect a Chair and Vice Chair, each of whom shall serve a term of two (2) years. The Chair shall preside at all meetings of the Political Advocacy Member Council. In the absence of the Chair, all powers and duties of the Chair shall be vested in the Vice Chair of the Political Advocacy Member Council.

SECTION 3. MEETINGS. Meetings of the Political Advocacy Members may be held at such place, including online, as determined by the Chair of the Political Advocacy Member Council, and stated in the notice of meeting, at any time deemed advisable or necessary by the Chair of the Political Advocacy Member Council. Written notice of the time and place of the Political Advocacy Member Council meetings shall be sent electronically to each member not less than thirty (30) days preceding the date of the meeting, which shall state the objectives, time, and place (if applicable) thereof.

(A) Quorum. At any meeting of the Political Advocacy Member Council, attendance by a simple majority of the members of that body shall constitute a quorum. When a quorum is present at any meeting, the majority of the members in attendance shall decide any questions or matter that may come before the members except as prohibited by any law.

(B) Minutes. The Chair and/or Vice Chair shall ensure that meeting minutes are documented, disseminated, and archived as appropriate.

SECTION 4. TASK FORCES. The Chair of the Political Advocacy Member Council is authorized to establish task forces or teams to work on any issues or activities within the purview of the Political Advocacy Member Council. These task forces shall conduct their business meetings in accordance with established Meetings Policy and Antitrust Policy.

SECTION 1. COUNCIL OF PAST CHAIRS. There shall be established a Council of Past Chairs which shall consist of all past Chairs and, going forward, all subsequent Chairs to assist and advise the NAPA Officers. Council members shall have the right to receive all literature and to attend all regularly scheduled meetings of the Association.

(A) Election of Chairs. The Council of Past Chairs shall elect a Chair from a Producer Member in good standing for a two (2) year term who shall exercise one (1) vote for the Council of Past Chairs on the Board of Directors.

SECTION 2. NOMINATING COMMITTEE. The Chair of the Board shall appoint a Nominating Committee which shall consist of the Past, Past Chair, who shall be the Chair of the Nominating Committee, the immediate Past Chair, another recent past Chair, and two members from the Board of Directors from Producer Members in good standing who have been deemed qualified to participate in the nominating process by the Chair of the Board. The Chair of the nominating committee and the immediate past Chair of the Association will serve one-year terms. Other members of the nominating committee may serve a term of two years, non-renewable.

(A) Duties. The Nominating Committee shall propose candidates for the National Officers. Election shall be by majority vote of the Producer Membership.

SECTION 3. OTHER COMMITTEES. The Board of Directors may establish as many committees or task forces as needed. These additional committees and task forces shall conduct their business meetings in accordance with the established Meetings Policy and Antitrust Policy.

SECTION 1. BANKING. The Board of Directors may designate such Officers and/or Association senior staff as the representatives authorized to open, sign, and process banking, investments, and other financial accounts deemed necessary for Association business. All funds received by the Association shall be duly endorsed in the name of the Association, shall be deposited timely, and shall not be cashed by any Officer or employee of the Association.

SECTION 2. AUDIT. An annual independent audit of the Association’s finances shall be authorized, reviewed, and approved by the Board of Directors.

SECTION 3. FINANCIAL REPORTS. The Treasurer and the Association’s President and CEO, or designated senior staff, shall provide financial reports to the Board of Directors at their designated meetings.

SECTION 4. FISCAL YEAR. The fiscal year of the Association shall be the calendar year and shall begin the first day of January each year.

SECTION 5. INDEMNIFICATION. The Association may, insofar as permitted by law, indemnify, and hold harmless all Officers, Board of Directors, and Association staff, now or hereafter serving in official capacity, whether or not in office, from and against any and all claims, liabilities, penalties, forfeitures, and fines, as well as for all legal and other expense reasonably incurred, to which he/she may become subject by reason of any such person’s having acted on behalf of the Association. The foregoing right of indemnification shall not be exclusive of any other right to which any such person may now or hereafter be entitled as a matter of law.

SECTION 6. DISSOLUTION. The Association may be dissolved only with authorization of the Board of Directors. In the event of the dissolution of the organization, the assets shall be applied and distributed as legally permitted. All liabilities and obligations shall be paid, satisfied, and discharged, or an adequate provision shall be made therefor. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise as legally permitted.

The Board of Directors, by a two-thirds vote of those present at any of its meetings, may amend the bylaws, provided that written notice of such proposed amendment shall be submitted to the Board of Directors, via electronic mail, for their review at least thirty (30) days in advance of the meeting at which action thereon is to be taken. The foregoing shall be the sole method of amending the Bylaws.