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NATIONAL ASSOCIATION OF LITHO CLUBS, INC.

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CONSTITUTION

ARTICLE I

Name  
 The name of this organization shall be: The National Association of Litho Clubs, Inc. This Association is a non-profit organization incorporated in the State of Illinois, pursuant to the laws of said state.

ARTICLE II

 Purpose  
 Section 1. The corporation is formed for the purpose of providing forums for the sharing of information among, and the education of, its members and affiliates.
Section 2. The corporation will conduct its business in compliance with all applicable laws and regulations.
Section 3. The members of the corporation shall have the power to alter, amend or repeal the By-Laws and any section thereof in the manner provided by the By-Laws.
Section 4. The private property of the members shall not be subject to the payment of corporation debts to any extent whatsoever.
 

ARTICLE III

  Amendments to the Constitution 
 Section 1. All amendments to the Constitution must be presented in writing and sent by registered mail to the National Secretary and to the Chairman of the Resolutions and By-Laws Committee sixty (60) days prior to the Annual Convention.
Section 2. All amendments to the Constitution must have approval of 2/3 of the Voting Delegates present at the Annual Convention.
 

By-Laws

   
    
 

ARTICLE I

  Membership
  Section 1. TYPE OF MEMBERSHIP
  There shall be two types of membership -- Active member clubs and members-at-large.
  Section 2. QUALIFICATION FOR MEMBERSHIP
 Any duly organized Litho Club is eligible for Active Membership in this Association provided:
  A. That such club serves the lithographic industry within a specifically designated and defined geographical area as determined by the Council of Administration. This shall be interpreted to include specifically any organized Litho Club located inside or outside the continental limits of the United States as may wish to be affiliated.
B. That the club includes in its own membership qualified department heads, general key personnel or any person engaged in the lithographic industry within its geographical territory.
C. That such club conforms to the general aims and objectives of this Association and does not specifically serve to further the purpose of either management, labor or supply sections of the industry or a political party.
D. In the event no litho club has been formed within a designated and defined group area or if any litho club has been formed and later withdraws from membership or becomes inactive, then an individual member who would otherwise be eligible for membership in a local litho club may apply for membership and shall be eligible for membership in the Association as a Member-at-large provided:
    1) That such applicant would be eligible for membership in an organized litho club if one were available in the geographical area.
2) That such applicant conforms to the aims and objectives of this Association.
3) That such applicant acknowledges to take no active role in the operation of the Association, will not be able to serve on the Council of Administration and will not be entitled to vote.
   E. A Member-at-Large shall be required to pay to NALC, Inc. a per capita tax which shall be fixed by the Council of Administration .
  Section 3. CLUB APPLICATION FOR MEMBERSHIP
   A. Active Member Clubs

Application for membership is to be made to the National Secretary of the Association and signed by a properly authorized officer of the applicant club. Such application shall indicate the formal action taken in a recorded meeting of the applicant club and shall be accompanied by applicant's Constitution and by a charter fee of fifty ($50.00) dollars.

B. Acceptance of Club Membership

Acceptance of an application must be made by the duly elected National Officers. An accepted Litho Club will be placed on one (1) year's probation with suspension of per capita tax as stated in Article II, Section 3B. Action on said application must be taken within six (6) months or less of the date of application.

C. Active Member Clubs Appeals

Should an application be tabled for any reason by the Association, the applicant club shall be advised in writing in full as to the reasons by the National Secretary of the Association, not later than six (6) months of application date. The applicant club shall have the privilege of taking any corrective action at a recorded meeting of that club and shall transmit such action to the National Secretary of the Association for reconsideration of its application.

  Section 4. INDIVIDUAL MEMBERS-AT-LARGE
   A. Application for Membership

The application for individual membership-at-large shall be accompanied by a fee equal to the current per capita tax assessed from any member as per Article II. The application must be made on the official form and sent to the Secretary of The National Association signed by another member.

B. Acceptance of Members-At-Large Membership

Acceptance of an application of Membership-at-Large shall be taken in the same manner as required under Section 3B Acceptance of Club Membership with the exception of the suspension of per capita tax.

C. Membership-at-Large Appeals

Application of a Member-at-Large shall be handled in the same manner as in Section 3C Active Member Club Appeals.

ARTICLE II

  Privileges and Duties of Membership
  Section 1. AUTONOMY
   Each member club shall be free to conduct its own individual local activities in its own way in accordance with its own Constitution and By-Laws, at all times, but within the limitations as set forth in Article I, Section 2C. It is not the intent of this Association to dictate to or impose on member clubs.  
  Section 2. REPRESENTATION  
   A. Each member club shall elect, appoint or otherwise designate three (3) members in good standing as delegates to the annual business meeting and mid-year council meeting of this association and provide each such delegate with the proper credentials as outlined in Article VII, Section 5, to act for the member club in association matters. Each delegate of a member club, if present, is entitled to one (1) vote in association matters and if not present, may execute a proxy permitting another authorized delegate from delegate's club or any other member club to cast one ballot.

B. Special action to the interest of any absent club shall be considered at any meeting of this Association upon written request from the club to both the National Secretary and current President of the Association prior to the meeting.

C. Each member club in good standing shall have access to information in the files of the Association.

D. Each elected officer of the National Association or authorized delegate to the mid-year council meeting and annual convention is only allowed to carry a maximum of three (3) proxy votes.

  Section 3. DUES
   A. Each member club shall be required to pay to NALC, Inc. a per capita tax per member annually. The fiscal year is July 1 through June 30. The NALC, Inc. will invoice each member club annually on April 1st. A current list of active and associate members, but not honorary members, of local clubs will accompany the invoice. All per capita taxes are due and payable on June 1st of each year for the succeeding year. New members accepted in the local club will be sent to NALC, Inc. monthly accompanied by the member's mailing address and a check in the amount of the current per capita tax per new member. Any member accepted after January 1st of any year will pay one half the current per capita for the remainder of that year. The name of any member dropped or transferred from a member club shall be sent to NALC, Inc. and will be deleted from or added to the roster of the appropriate club.

B. New charter clubs will be exempt from the per capita taxation for the balance of the year of said club's admission to the NALC, Inc.; the per capita tax shall be levied, due and payable the first June 1st following admission as per roster submitted for the succeeding year.

C. The per capita dues schedule shall be reviewed every year at the Mid-Year Council Meeting and shall automatically be a part of the agenda for that particular Council Meeting. Should the Council of Administration, after review of the per capita dues at a Mid-Year Council Meeting, deem it necessary that a per capita tax change be made, proposal of such change shall be submitted in writing to all local clubs within sixty (60) days following that Mid-Year Council Meeting by the National Secretary of the NALC and such proposal shall automatically become a part of the agenda for the next Annual Convention.

D. At the Annual Convention of the NALC should a proposed per capita tax change be a part of the agenda for that Convention, such proposal shall be acted upon at that Convention and any change in the per capita shall become effective for the next fiscal year of the NALC.

  Section 4. MEMBER CLUBS' OBLIGATIONS
   A. Each member club shall be required to furnish to the National Secretary and National Headquarters a complete current list of its Officers within thirty (30) days after any change.

B. Before any member club can withdraw from membership in the NALC, Inc. notice must be given to the National Secretary of the Association to permit attendance of an NALC Officer at the meeting at which a decision is to be made regarding disassociation with the NALC, Inc. Decision to withdraw or drop membership must be made upon a vote of the majority of the local club in attendance.

C. If a club is in arrears in the per capita tax for more than six (6) months and has received three (3) notices from the National Secretary, it shall be considered in bad standing and shall forfeit all rights of membership until it is paid up in full. If a club is delinquent in its per capita tax for one (1) year, it will be suspended. In order to rejoin the Association it must submit an application as outlined in Article I, Section 3.

  Section 5. TRANSFERS OF LOCAL CLUB MEMBERS
  In order to have an agreement that will be applicable to all clubs, transferees should be acceptable to all local clubs provided they have been in good standing for the current year. Notification of transfer from one club to another should be mailed to the National Secretary upon acceptance of the new host club.

ARTICLE III

  Governing Body
  Section 1. GOVERNMENT OF THIS ASSOCIATION

This Association shall be governed by the four elected officers, the immediate Past President (the five (5) officers to hereafter be called the National Council) and the Council of Administration. The four elected officers shall be: President, First Vice President, Second Vice President and Treasurer.

The Council of Administration shall consist of one (1)Council Member from each local club, usually the Local Club President. The Immediate Past President of NALC shall be the Chairman of the Council of Administration and the Council shall meet before the first Business Meeting of the Mid-Year Leadership Conference and the Annual Convention. In the event that the Immediate Past President is unavailable to chair the meeting, the responsibility shall fall upon the next most recent Past President in attendance. The Chairman may also call special meetings as required by the business at hand. All Past Presidents of the Association shall be honorary members of the Council with a voice at all meetings but shall not be entitled to a vote except if they are the duly accredited Council Member from their local club. The Chairman of the Council may vote at Council Meetings exclusively. Any current National Officer may not serve as a member of the Council of Administration.

Section 2. NATIONAL HEADQUARTER
NATIONAL SECRETARY

A permanent National Headquarters shall be established and a National Secretary shall be selected by and subject to the control of the National Council and the Council of Administration.

The National Secretary will assist the National Council and the NALC, Inc. in every way possible to advance the objectives of the Association. This person need not be a member of the Corporation. The National Secretary's term of service shall be fixed through a contract by the National Council and the Council of Administration. A review of the National Secretary's contract for any changes or its renewal shall take place at the Annual Convention. The contract should extend for a maximum of two (2) years and it must be reviewed by an attorney-at-law prior to its presentation to the Council of Administration. Only those contracts which are voted upon by local clubs, signed by the Council Member and returned shall be considered in the final tally. The local clubs shall ratify the contract and return it to the President by October 1.

It shall be the responsibility of the National Secretary to administer the National Headquarters efficiently, to carry out the normal activities of the Association, to perform all acts assigned by the Constitution and By-Laws and/or other governing documents of the Association, and to take further action as may from time to time be described by the National Council and the Council of Administration. The National Secretary shall be directly responsible to the President of the NALC, Inc. The National Secretary shall have an advisory voice at all business meetings and must refrain from participating in elections. The National Secretary will submit a progress report at the Mid-Year Council Meeting and at the Annual Convention.

Section 3. COMPENSATION TO OFFICERS

The President, First Vice President, Second Vice President, Treasurer and the Immediate Past President shall be reimbursed on a quarterly basis from the National Treasury, upon presentation of bills, for their registration fee, hotel and transportation expense for the Mid-Year Council Meeting, the Annual Convention and any special meetings.

The Treasurer will be required to post bond sufficient to offset any financial loss to this Association. Said bond is to be paid for and held by the Association. The Treasurer shall be paid an annual salary of $1.00 to legally authenticate this bond.

The Budget Committee is directed to allow an amount commensurate with the income of the Association allotted to travel expenses for the National President, exclusively.

Section 4. OPERATION OF THE ASSOCIATION

This Association shall operate on an annual budget prepared by the Budget Committee in cooperation with National Headquarters and The National Council. The budget shall cover the subsequent fiscal year, of July 1 through June 30, and it shall be submitted to the Council of Administration at least two (2) weeks prior to the Annual Convention.

Section 5. FILLING VACANCIES OF COUNCIL MEMBERS

When a Council Member or a Delegate is elected to a National Office of this Association, that club may fill the vacancy caused by this election with another Council Member or Delegate; however this club shall not be entitled to more than three (3) voting Delegates or proxies.

ARTICLE IV

  Duties of Officers
  Section 1. PRESIDENT

It shall be the duty of the President to be responsible for all administrative and executive duties, to preside over all meetings of the Association, to enforce strict observance of the Constitution and By-Laws of the Association, to preserve order within the Association at all times under "Robert's Rules of Order," and to appoint all committee chairs. The President has the power to delegate the duties of the office to other duly elected National Officers as outlined in the following sections 2, 3 and 4 of this Article. The President shall submit a progress report at the Mid-Year Council Meeting and the Annual Convention.

Section 2. FIRST VICE PRESIDENT

It shall be the duty of the First Vice President to perform the duties of the President in his/her absence or at his/her request. In cooperation with the National Council, the First Vice President shall organize all committees and insure that the duties of these committees are carried out. The First Vice President shall submit a progress report at the Mid-Year Council Meeting and the Annual Convention.

Section 3. SECOND VICE PRESIDENT

The Second Vice President shall perform the duties of the President and/or the First Vice President in their absence or at their request. The Second Vice President shall coordinate and oversee the activities of the Regional Coordinators. The Second Vice President shall be the Editor of "TIPS," the NALC, Inc. official publication (see Article VIII), which shall be produced by National Headquarters. The Second Vice President shall submit a progress report at the Mid-Year Council Meeting and the Annual Convention.

Section 4. TREASURER

The Treasurer is responsible for all financial activities of the Association. The Treasurer shall submit a year-end detailed report (because of the time element, not necessarily audited) at least 30 days prior to the Annual Convention. The fiscal year of the Association shall end on June 30th. A detailed report will also be submitted to the National Council and the Council of Administration at least 30 days prior to the Mid-Year Council Meeting and will review the Auditor's statement for the current year. The Treasurer may serve in this office for more than one (1) year provided he/she is re-elected by the Delegates after each one (1) year term of office.

Section 5. FILLING VACANCIES OF ELECTED NATIONAL OFFICERS

Should any elected National officer become disabled or deceased, the Council of Administration shall fill the vacancy by electing a replacement for the remainder of the term. Such replacement must be a member in good standing of a local member club.

Section 6. NEGLECT OF DUTY

Should any of the elected Officers of this Association determine that a fellow elected Officer is negligent of the duties and responsibilities of his/her office, the Chairman of the Council of Administration shall be advised and a Special Meeting as described in Article VII, Section 4 shall be called by the Chairman. Should the Council determine that the specified Officer be removed from office, the Council shall make an interim appointment to fill the vacancy until a formal election can be held.

ARTICLE V

  Election of Officers
  Section 1.

At the Annual Convention, the Delegates shall elect from the membership-at-large the following Officers of this Association: President, First Vice President, Second Vice President and Treasurer. Each elected National Officer must be from a different member club and, with the exception of the office of Treasurer, may not serve more than one (1) consecutive year in that office.

Section 2. NOMINATING COMMITTEE

The President shall appoint a Nominating Committee consisting of three (3) members. No member club is eligible to service more than once in four (4) years. The President shall appoint the Chairman of this committee.

Section 3. NOMINATING AND ELECTION PROCEDURES

   A. Nomination is to consist of letters of nomination from the nominee's local club and a letter from the nominee's employer endorsing said nomination. If the nominee is owner of the company, the owner may self-endorse.

B. Nominations as outlined in A above are to be presented to the Nominating Committee at the beginning of the First Business Session of the Annual Convention.

C. Approved nominations shall be made known to the Delegates before the conclusion of the First Business Session by the Nominating Committee.

D. Nominations will be seconded at the Second Business Meeting of the Annual Convention. Election of Officers shall take place immediately following these nominations.

E. Elected Officers shall assume their office upon installation at the Annual Convention.

ARTICLE VI

  Committees
  Section 1.

The President shall appoint the chair for the following Standing Committees:

   Awards
Budget
Club Expansion
Education
Future Conventions
Industry Liaison
Literacy Liaison
Junior Litho Club
Long Range
Management
Member-At-Large
Membership
NALC Foundation
Nominating
Program
Public Relations
Rae Goss
Resolutions and By-Laws
Standardization
Scholarship
TIPS Donations
  Section 2.

Chairmen of all committees shall submit to the National Secretary's Office a progress report six (6) weeks prior to the Mid-Year Council Meeting and the Annual Convention. Members of the various committees need not be members of the Council of Administration or be Delegates, but they must be members in good standing of a local member club of this Association.

Section 3. PRESIDENT AND COMMITTEES

The President shall be a member ex-officio of all committees, except the Nominating Committee.

ARTICLE VII

  Meetings
  Section 1. ANNUAL CONVENTION

The Annual Convention shall be held each year for a period not to exceed three (3) days. The time and place for said Convention shall be determined at a previous Annual Convention at least three (3) years, but not more than five (5) years, in advance. The Annual Convention shall begin with a meeting of the Council of Administration, followed by business meetings for the purpose of electing officers, examining reports, approving an operating budget for the coming year, voting on any resolutions or proposals brought before the meeting and acting on any other business that may arise.

   A. Quorum: Representation at any meeting of this Association from a majority of the member clubs shall constitute a quorum and a majority vote shall constitute action, except as stated in Article IX.

B. Guests: Guest representatives may attend any meeting of this Association by invitation of any accredited Council Member. Such guest may, in an advisory manner, speak before the meeting, but may not vote.

C. Procedure: A convention procedure as adopted by the NALC, Inc. shall be observed by all local host clubs.

D. The Host Club's Duties: The host club for the Annual Convention shall consult with a Steering Committee that is comprised of three (3) Past Presidents of NALC.

E. Education: The host club shall not be required to have an educational program in conjunction with the Convention, but can at their discretion, schedule a clinic or forum to be held at the same time as the Convention.

  Section 2. MID-YEAR COUNCIL MEETING
  A Mid-Year Council Meeting will be held at a city designated at the discretion of the President for the purpose of:
   A. Reading of Officers' and Committees' Reports.

B. Acting on resolutions and proposals as prescribed in Article IX.

C. Transacting any other business as outlined in the agenda (see Section 5 of this Article.).

Quorum: As outlined in Article VII, Section 1A, and compiled on a national basis. A written report of this meeting must be in the hands of the Local Club Presidents and all other registrants not later than thirty (30) days after said meeting.

Agenda: As outlined in Section 5 of this Article.

  Section 3. REPORTS FOR MEETINGS
  Sufficient copies of each Officer's and Committee Chairman's report shall be made available so that each Council Member, Delegate and member present can have a copy for reference at the Mid-Year Council Meeting and the Annual Convention. These reports are to be submitted to the National Secretary six (6) weeks prior to each meeting. The compiled reports shall be mailed by the National Headquarters four (4) weeks prior to the meetings to the President of each local club and to all registrants of that meeting.
  Section 4. SPECIAL MEETINGS
  Special meetings of the duly elected Officers and the Council of Administration may be called by the President of the Association as the President deems necessary for the good of the Association, by the Chairman of the Council of Administration or by petition to the National Secretary of the NALC, Inc., by at least one half (1/2) of the member clubs.
   A. Representation: Each member club shall designate one (1) Council Member, preferably the Local Club President, to this meeting and provide such Council Member with proper credentials. Each member club shall have only one (1) vote in its own behalf and must have a Council Member present in order to vote.

B. Quorum: Quorum at any special meeting shall be a simple majority of the NALC member clubs represented and majority shall constitute action except as stated in Article IX.

C. Agenda: An agenda for any special meeting shall be sent to each Local Club President at least forty-five (45) days prior to the date of the meeting. Except for trivial matters, business transacted at a Special Meeting should be limited to the agenda. If it is urgent in an emergency to take action for which no notice was given, to legalize such action it is necessary for it to be ratified by the Association at a regular meeting or at a special meeting called for that purpose.

  Section 5. AGENDA FOR ALL MEETINGS
   An agenda outlining the business for any meeting of this Association shall be in the hands of the Local Club Presidents and all other registrants at least forty-five (45) days prior to the meeting. The agenda shall be accompanied by the necessary formal registration blanks which will serve as credentials for the Delegates, as well as proxy blanks. The completed forms are to be returned to National Headquarters at least ten (10) days prior to the meeting 
  Section 6. QUESTIONS OF PARLIAMENTARY LAW
   A. The parliamentarian shall be appointed by the NALC President and shall preside at all business meetings.

B. All questions of parliamentary law shall be decided in accordance with Robert's Rules of Order, Rev. 75th Anniversary Edition, by the association's appointed parliamentarian.

ARTICLE VIII

  Official Publication
  The NALC "TIPS" is designated as the official publication of the NALC, Inc., and is to be sent to the membership of each active local club in good standing as a benefit of membership (good standing defined in Article II, Section 4C.). The National Council and the Council of Administration shall advise the Editor of "TIPS" with regard to such policies and content which will be to the best interest of the membership.

ARTICLE IX

  Amendments to the By-Laws
  Section 1.

All amendments to the By-Laws must be presented in writing and sent by registered mail to the National Secretary and to the Chairman of the Resolutions and By-Laws Committee sixty (60) days prior to the date of any business meeting.

Section 2.

All amendments to the By-Laws must have approval of 2/3 of the voting Delegates present at the Annual Convention .

  

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