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The Association for Convenience & Fuel Retailing

 

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Constitution & Bylaws

ARTICLE I

Name
Section 1:
The Association shall be known as the National Association of Convenience Stores (NACS).

Purpose of the Association
Section 2:
The mission of NACS is to represent the convenience and motor fuels retailing industries and provide the knowledge, connections and advocacy necessary to deliver the compelling value of membership.

Definition of a Convenience Store
Section 3:
A convenience store is a retail business with primary emphasis placed on providing the public a convenient location to quickly purchase from a wide array of consumable products (predominantly food or food and motor fuels) and services.

ARTICLE II

Section 1: Membership in the Association shall be six classes: "retail member," "supplier member," "honorary member," "life member," "individual member," and €œallied member.€?

Retail Member
Section 2:

  1. An individual or corporation with one or more operating convenience stores may apply for membership in the Association by filing with the Association office an application for membership plus payment of appropriate dues.
  2. An application for membership shall be deemed valid unless rejected by the Association office, in which case the payment shall be refunded and a letter of explanation mailed to the applicant.
  3. All representatives of a retail member may participate in any regular or special meeting of the Association, but each retail member shall have only one (1) vote.

Supplier Member
Section 3:

  1. Companies dealing with the convenience store industry, other than media organizations whose product and services are not sold and utilized at the store level, may apply for participation as a "supplier member." Supplier members will have no voting powers. No supplier member or its representative may serve as an officer.
  2. Supplier members will be represented by a Supplier Board. The Chairman and Chairman-elect of the Supplier Board shall be voting members of the NACS Board of Directors. Supplier members will have no obligation other than their annual dues and shall not be held legally responsible for actions of the National Association of Convenience Stores.

Honorary Member
Section 4:  
For recognition of meritorious service to the retail convenience store industry, an honorary membership in the Association, without voting or office-holding powers, may be granted to any person upon the recommendation of any member of the Board of Directors and approval of the Board of Directors at any regular Board meeting. Such honorary membership shall be for one (1) year unless extended by vote of the Board of Directors at any regular Board meeting.

Life Member
Section 5:  Any past president or past chairman of the Board of Directors of the Association will be an individual member of the Association for life.  Such membership is non-assignable, non-transferable, and personal in nature.  For recognition of long-term, meritorious service to the convenience store industry, a life membership in the Association, without voting or office-holding powers, may be granted to any person upon the recommendation of the Executive Committee and approval of the Board of Directors at any regular Board meeting.

Individual Member
Section 6:

  1. An individual who is engaged in the convenience or convenience and petroleum retailing industry as an owner, employee, franchisee, supplier, consultant, or any reasonable affiliation with the industry, including the spouse, partner, or guest of any such individual is eligible for "individual membership."
  2. Benefits of "individual membership" shall be determined by the NACS Board of Directors.

Allied Member
Section 7:

  1. Petroleum marketing companies that market through other companies may apply for €œallied membership.€?
  2. A company that may qualify to apply both as a retail member and as an allied member shall be classified as a retail member, and the greater of the dues schedules shall apply.
  3. Benefits for this category of membership shall include and be limited to access to NACS meetings, exhibiting at the NACS Show, and the purchase of NACS products and services at the NACS member rates.

Dues
Section 8:

  1. The annual dues of all membership classes shall be determined by the Board of Directors.
  2. Membership shall be for the Association's fiscal year of January 1 through December 31.
  3.  Annual dues are payable on January 1.
  4. The Executive Committee shall have the authority to clarify any question regarding the definition of, or qualification for, any membership class. 

Delinquent Dues
Section 9:

  1. The Association shall issue invoices for all dues.
  2. Any member whose dues are thirty (30) days in arrears shall receive a notice of such delinquency and a second dues invoice; a second notice and third dues invoice shall be mailed to any member whose dues are sixty (60) days in arrears.
  3. The Association shall, by written notice, suspend any member whose dues are ninety (90) days in arrears.
  4. No member whose dues are in arrears may register for or attend any function of the Association at the member rate.

Suspension
Section 10:  A member may be suspended by a majority vote of the Board of Directors at a duly constituted meeting for cause other than delinquency in the payment of dues only after charges have been presented to the Board of Directors and the member in question has been given an opportunity to defend against the charges before the Board of Directors. The Board of Directors shall determine the period of suspension.

Reinstatement
Section 11:  
Any member suspended for nonpayment of dues may be reinstated by reapplying for membership and paying one (1) year's dues in advance.

ARTICLE III

Board of Directors
Section 1:

  1. The governing authority of the Association shall be exercised by its Board of Directors.  The Board of Directors shall exercise its authority in the manner which it deems most fit and efficient, including by the express delegation of its authority over particular matters to committees which it creates.  All authority not expressly granted by these bylaws to an entity other than the Board, or to such entity by the Board itself shall be retained by the Board of Directors. 
  2. The Board of Directors shall consist of the Chairman; seven (7) Vice-Chairmen; the two (2) most-recent Past Chairmen who are eligible and willing to serve; three (3) non-U.S. retailers; the Chairman and Chairman-Elect of the Supplier Board; and seventeen (17) additional U.S. retailers.  All Board members serve without pay.
  3. There shall be at least three (3) members of the Board from each of the six (6) geographic regions of the U.S.  At least one-third (1/3) of the Board shall be comprised of retailers with twenty-five (25) or fewer stores and at least one-third (1/3) of the Board shall be comprised of retailers with one hundred and fifty (150) or more stores.  No more than three (3) Board members shall be from a single state unless a state has more than one hundred (100) retail members in which case the maximum can be four (4) Board members.
  4. Special meetings of the Board of Directors shall be called by the Chairman at the request of six (6) or more members of the Board.
  5. When determining the Association's position on a public policy issue, the Board shall transmit its position to the Executive Committee.  Such position shall become final unless the Executive Committee returns that position to the Board within seventy-two (72) hours with a recommendation for alteration and explanation of that recommendation.  The Board may then accept the Executive Committee's recommendation or reject that recommendation.  If the Board rejects or does not act on the Executive Committee's recommendation, the Board's initial decision becomes final.

Election of the Members of the Board of Directors
Section 2:

  1. A slate of candidates for the Board of Directors shall be selected by the Nominating Committee.
  2. The members of the Board of Directors shall be elected by the retail members of the Association at the Convention and shall assume office on the day following the last day of the Convention.
  3. Retail members of the Association shall receive at least thirty (30) days prior written notice of the Convention.
  4. Retail members may add to the slate of nominated candidates for the Board of Directors prior to their election at the Convention.
  5. Effective with respect to individuals elected to the Board of Directors in 2007, and thereafter none of the U.S. members of the Board of Directors shall serve more than three (3) consecutive terms unless such a person is an officer or Past Chairman.  However, a person may be elected or appointed to fill the remaining term of a vacant position on the Board without violating the preceding limitation.  Whenever possible, members of the Board of Directors shall serve two (2) year terms staggered in such a manner that one-third (1/3) of the members shall be elected each year.  Furthermore, any director elected as a retailer with "25 or fewer stores" or "over 150 stores" shall maintain that class throughout all of that director's contiguous terms on the Board regardless of any changes in the number of stores operated by such member.
  6. All members of the Board of Directors must be employed by a retail member of the Association at the time of their election to the Board of Directors.  A Board member who ceases employment with a retail member, and who is not re-employed within one hundred and twenty (120) days by any retail member, shall be removed from the Board of Directors by operation of this provision, unless his voluntary resignation has been submitted prior to the expiration of such one hundred and twenty (120) days.
  7. If two (2) or more Board members are employed by the same retail member, all but one (1) must leave the Board of Directors at the next retail member meeting.
  8. A U.S. Board member shall be removed from office if he or she fails to attend two (2) consecutive meetings of the Board of Directors without an excuse acceptable to the Nominating Committee.
  9. A Board member may be removed from the Board of Directors by a two-thirds (2/3) vote of the Board of Directors at a duly held meeting for cause only after charges have been presented to the Board of Directors and the Board member in question has been given an opportunity to defend against the charges before the Board of Directors.
  10. Members of the Board of Directors shall personally serve on at least one (1) standing committee of the Association.  This requirement may be waived if a Board member designates an individual from that Board member's company to perform said service and if that designated individual's service is acceptable to the Nominating Committee.

ARTICLE IV

Officers
Section 1:
The Officers of the Association shall be the Chairman of the Board of Directors, the Vice Chairman-Treasurer, the six (6) other Vice Chairmen, the President and Chief Executive Officer, and the Secretary. All Officers, except the President and the Secretary, shall be individuals associated with a retail member in good standing.

Election of Officers
Section 2:

  1. The Chairman and Vice Chairman-Treasurer shall be elected for a one (1) year term from among candidates selected by the Nominating Committee from current or former members of the Executive Committee.
  2. Each other Vice Chairman shall be nominated annually by the Nominating Committee and elected to one (1) year terms by the Board of Directors.  Each vice chairman, other than the Treasurer, may be reelected to no more than three (3) additional terms unless that vice chairman was elected to fill a vacancy created by the departure from office of an officer prior to the end of that officer's term.

Chairman of the Board of Directors
Section 3:  
The Chairman of the Board of Directors shall be the principal elected officer of the Association, shall preside at all meetings of the Board of Directors and the Association, and shall chair the Executive Committee. The Chairman shall perform such other duties as are necessary and incidental to the office of the Chairman of the Board of Directors or as may be prescribed by the Board of Directors.  Should the office of Chairman of the Board of Directors become vacant for any reason, the Nominating Committee shall appoint a new Chairman from among current or former members of the Executive Committee for the unexpired term.

Vice Chairman-Treasurer
Section 4:  
The Vice Chairman-Treasurer is the principal elected financial officer of the Association. The Vice Chairman-Treasurer shall assume the duties of the Chairman of the Board of Directors in the absence of the Chairman.

Vice Chairmen
Section 5:

  1. The Vice Chairmen shall serve as chairmen of the Association's standing committees.
  2. Each Vice Chairman shall assure that their respective committee fulfills its duties according to the Association's Bylaws.

President and CEO
Section 6:
The President shall be the Chief Executive Officer (CEO) of the Association with the responsibility for the management of day-to-day operations, programs and affairs of the Association, including the selection and determination of compensation of staff members and supporting personnel. The President shall give, or cause to be given, notice to all meetings of the Board of Directors, the Executive Committee and the Association.  The President shall function within the framework of policy aims and programs as determined by the Board of Directors.

Secretary
Section 7:
The Secretary shall attend all meetings of the Board of Directors, the Executive Committee and the Association. He shall record all of the proceedings of these meetings, and shall perform such other duties as may be prescribed by the Board of Directors. The general counsel of the Association shall be the Secretary.

ARTICLE V

Meetings of the Association
Section 1:

  1. There shall be an Annual Meeting of the Association at which the retail members shall elect members of the Board of Directors as prescribed under Article III.
  2. Special meetings of the Association shall be called by the Chairman at the request of thirty (30) retail members, or as necessary in his view to conduct the business of the Association.

ARTICLE VI

Structure and Authority of the Committees of the Association
Section 1:  Unless otherwise specified in these bylaws, the Board shall appoint those standing committees which it sees fit and provide to each such committee that authority which it deems appropriate.  Each standing committee shall be chaired by a Vice-Chairman of the Association.  Membership on the Board of Directors shall not be a requirement for serving on a standing committee.

Section 2:  The Executive Committee shall:

  1. Consist of (i) the Chairman, (ii) the seven (7) Vice Chairmen, (iii) the two (2) Past Chairmen serving on the Board of Directors, and (iv) as non-voting members, the President, and Secretary of the Association.
  2. Be responsible for the strategic direction and coordination of the other Board committees of the Association.
  3. Shall be responsible for the selection and compensation package of the President and review the total compensation for the remainder of the staff.
  4. Subject to the final approval of the Board of Directors, review, approve, and control the budgets of the Association and its committees; direct the financial investments of the Association; assure that the Association is audited by a certified public accounting firm approved by the Board of Directors; and that a copy of such audit is submitted to the Board of Directors for approval and made available to the membership.
  5. Have the responsibility to manage membership issues, finalize interpretations of membership definitions, and make decisions on all questionable issues dealing with membership for potential action.
  6. Shall have the authority to act on behalf of the Board of Directors when the Board of Directors is not in session and shall report on any such actions at the next Board of Directors meeting.
  7. Be responsible for designing and directing the financial strategies for the Association and evaluating and approving any significant deviations from the budget previously approved by the Board of Directors.

Section 3: The Nominating Committee shall:

  1. Consist of the Chairman, the two (2) Past Chairmen who are serving on the Board of Directors, a Past Chairman not currently serving on the Board of Directors and, as a non-voting member, the President of the Association. The Past Chairman who is not currently

on the Board shall serve as the Chairman of the Committee and shall not vote unless one (1) of the three (3) other members is absent.

  1. Nominate candidates for election as officers and members of the Board of Directors.
  2. Appoint within thirty (30) days of such vacancy a successor to fill the unexpired term of any vacancy in the office of Chairman.
  3. Appoint within ninety (90) days of such vacancy a replacement for any vacancy in the Board of Directors.

Section 4:  The Audit Committee shall:

  1. Consist of four (4) members including at least one (1) individual who is a Past Chairman of the Board of Directors.
  2. The Nominating Committee shall nominate and the Board of Directors shall elect the Past Chairman who shall also serve as Chairman of the Audit Committee.  Committee members shall be elected for three (3) year terms and are not eligible to be re-elected unless that member was elected to fill a vacancy created by the departure of a member whose term had not expired. 
  3. Meet with the Association's auditors to discuss the scope of the engagement before the audit and to review the management letter and other recommendations from the audit firm.  The chairman of the Audit Committee will report to the Board of Directors. 
  4. Hear any allegations of conflict of interest and recommend a remedy to the Board of Directors.

ARTICLE VII

Association Financial Matters
Section 1:
All checks, drafts, or other orders for payment of money, or other evidence of indebtedness in the name of the Association, shall be signed by such officers, agent, or agents of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Deposits
Section 2:
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.  All or any part of the Association's funds not required for current operation may be invested in certificates of deposit, interest-bearing savings accounts, Federal Government securities, high quality commercial paper, liquid asset funds, publicly traded equities, and funds as the Board of Directors may select.

Section 3: The Board of Directors may authorize the Executive Committee or its designee to select the banks, trust companies, or other depositories in which the funds of the Association shall be deposited and to select the time, manner, and way in which all or part of the Association's funds not required for current operation shall be invested. 

ARTICLE VIII

Quorum
Section 1:  
At all meetings of the Board of Directors, at least one-half (1/2) of the members of the Board eligible to vote on Board matters must be present to constitute a quorum; at all meetings of the Association, twenty (20) members shall constitute a quorum.

Voting
Section 2:

  1. At all meetings of the Board of Directors, any Board member may vote only in person.  At all committee meetings, any committee member may vote only in person.  At all meetings of the Association, any member may vote only if physically present.  "In person" as used in this section means to be present physically or by means of a telephone at the meeting. No member, committee member, or Board member may vote by proxy.
  2. If other than at a meeting, the Board of Directors, any properly-constituted committee, and the retail membership may vote on an issue by mail, e-mail, or other means permitted by law.

ARTICLE IX

Supplier Board
Section 1:
The Supplier Board shall operate under a set of "Supplier Board Bylaws" that are approved by the NACS Board of Directors.

ARTICLE X

Rules
Section 1:
Robert's Rules of Order shall control all parliamentary procedures of the Association.

ARTICLE XI

Amendments
Section 1: Changes in the Bylaws of the Association shall be approved by the Board and submitted to the membership of the Association for approval.

ARTICLE XII

Interpretation
Section 1:
In case of a conflict between provisions of the Bylaws of the Association, specific provisions shall prevail over general provisions.

ARTICLE XIII

Indemnification
Section 1:
The Association shall indemnify any Officer or Director and it may, at the discretion of the Board of Directors, indemnify any other individual, in accordance with the laws of the Commonwealth of Virginia.

Insurance
Section 2:
The Association may, at the discretion of the Board of Directors, purchase and maintain insurance on behalf of any person who is or was either a director, officer, employee, or agent of the Association, or serving in such capacity for another entity at the request of the Association, against any liability asserted against him and incurred by him in any such capacity arising out of such status, whether or not the Association would have the power to indemnify an individual under Section 1 of this Article.