BYLAWS OF 
REPATTERNING PRACTITIONERS ASSOCIATION (RPA), INC.

ARTICLE I

NAME

The name of this organization is the Repatterning Practitioners Association (RPA) Inc.

ARTICLE 2

PURPOSE

The primary purpose of this Association, a 501 (c) (6) trade association, is to promote the common interests of practitioners of repatterning.

ARTICLE 3

OFFICES

SECTION 3.1 - PRINCIPAL OFFICE

The principal office of the Association for the transaction of its business is located in North Carolina. The mailing address of the principal office is PO Box 2334, Leicester, NC 28748.  The Association is incorporated in New Mexico.

SECTION 3.2 - CHANGE OF ADDRESS

The Executive Committee is granted full power and authority to change said principal office from one location to another and such changes of address shall not be deemed an amendment of these Bylaws.

SECTION 3.3 - OTHER OFFICES

The Association shall maintain an office in North Carolina. The Executive Committee may establish Branch or subordinate offices at any time at any place or places.

ARTICLE 4

MEMBERS

SECTION 4.1 - CLASSES OF MEMBERSHIP, REQUIREMENTS

This Association shall have two classes of members who have met the following requirements:

1. Repatterning Practitioner:

• has paid annual dues

• has either been certified by the RPA, or otherwise meets the eligibility requirements for RPA Repatterning Practitioner

• has signed and is in compliance with the RPA Code of Ethics 

2. Associate:

• has paid annual dues

SECTION 4.2 - VOTING

Repatterning Practitioner Members in good standing shall have one vote.  Associate members shall be nonvoting members. There shall be no proxy voting.

SECTION 4.3 - DUES, FEES, ASSESSMENTS

Each member must pay annual dues within the time set by the Executive Committee in an amount to be fixed by the Executive Committee. The Executive Committee may, in its discretion, set different dues for each class of membership.

SECTION 4.4 - GOOD STANDING

Those members who have paid the required dues in accordance with these Bylaws, are in compliance with the CEU policy, and who are not suspended (refer to Section 4.5) shall be members in good standing. Members who have not paid their annual dues but are in the 60 day grace period (refer to Section 4.6 (2)) shall be considered members in good standing.

SECTION 4.5 – SUSPENSION

The Executive Committee may, by a majority vote, suspend any member whose actions are not in accordance with the RPA Code of Ethics.

SECTION 4.6 - TERMINATION OF MEMBERSHIP

A membership shall terminate on occurrence of any of the following events:

1. Resignation of the member, on written notice to the Association

2.  Expiration of the period of annual membership unless membership is renewed within 60 days after it is due and payable.

SECTION 4.7 - MEETINGS OF MEMBERS

(1) Annual Meeting

A virtual or in-person annual meeting of members shall be held at a date and time set by the Executive Committee and members will be notified of this meeting as provided in Section 4.7. At this meeting, any new directors shall be introduced and any other proper business may be transacted.

(2) Regular Meetings

Regular meetings of the members may be held quarterly, at a time and place designated by the Executive Committee.

(3) Special Meetings

(a) The Executive Committee may call a special meeting of the members for any lawful purpose.

(b) The members may call a special meeting by submitting to the Executive Committee a petition signed by 5% of the voting members.

(c) Proper business of special meeting. No business, other than the business of the general nature of which was set forth in the notice of the meeting, may be transacted at a special meeting.

(4) Place of Meeting

Meetings of the members shall be held at any place designated by the Executive Committee or may be held by any legal electronic means.

SECTION 4.8 - NOTICE REQUIREMENTS FOR MEMBERS' MEETINGS

(1) Notice of Meetings

Notice shall be deemed to have been given to all members by publication of the place, date, and hour of the meeting on the RPA members’ website and notification by email, at least 21days in advance of the meeting, regardless of whether the members have received such publication. Such notice shall also include:

(a) for the annual meeting, at the time notice is given, those matters that the Executive Committee intend to present for action by the members, or

(b) for a special or any other meeting, the general nature of the business to be transacted.

(2) Notice of Certain Agenda Items

If the members vote to approve any of the following proposals:

(i) filling vacancies on the Executive Committee;

(ii) amending the Articles of Incorporation or Bylaws; or

(iii) electing to wind up and dissolve the Association (refer to Article 13)

The vote by the members is valid only if notice of the meeting was given that stated the general nature of the proposal.

SECTION 4.9 - QUORUM

At any meeting, 20% of those persons entitled to vote being present shall constitute a quorum.

SECTION 4.10 - VOTING

(1) Eligibility to Vote

Members entitled to vote at any meeting of members shall be members in good standing as of the date of the meeting. (NOTE: A member is in good standing for the duration of the 60 day grace period – refer to Section 4.6 (2))

(2) Manner of Casting Votes

Voting may be by voice, raised hand at a meeting, or paper or electronic ballot.

(3) Voting

Each member entitled to vote shall be entitled to cast one vote on each matter submitted to a vote of the members.

(4) Approval by Majority Vote

If a quorum is present, the affirmative vote of a majority of the members represented at the meeting, entitled to vote and voting on any matter, shall be the act of the members.

SECTION 4.11 – ACTION WITHOUT A MEETING

Resolutions may be approved through an electronic vote, provided the same notice requirements, quorum and voting procedures are followed as outlined in sections 4.8, 4.9 and 4.10 above. In the case of an electronic vote, voting will be held over a period of 5 to 10 days, as determined by the Executive Committee. 

SECTION 4.12 – RECORD DATE FOR NOTICE, VOTING, WRITTEN BALLOTS AND OTHER ACTIONS

All such arrangements and the outcomes of voting, will be recorded in the minutes of the Executive Committee meeting or the relevant Members’ meeting. The record date for actions taken (or to be taken) pursuant to Section 4.11 shall be the date on which voting concludes.  The record date for all other actions shall be the date on which the action taken (or to be taken) shall be the date of the meeting at which such action was approved.Regular meetings may be held.

ARTICLE 5

DIRECTORS

SECTION 5.1 - NUMBER

The Association shall have no more than seven (7) Directors and no less than three (3) Directors who shall collectively be known as the Executive Committee. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws.

SECTION 5.2 - ELIGIBILITY AND QUALIFICATIONS

Persons eligible for election to the Executive Committee shall be any Repatterning Practitioner member in good standing. 

SECTION 5.3 - POWERS

Subject to limitations of the Articles of Incorporation and these Bylaws, the activities and affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Committee. The Executive Committee may delegate the management of the activities of the Association to any person or persons, a management company, or committees however composed, provided that the activities and affairs of the Association shall be managed and all corporate powers shall be exercised under the ultimate direction of the Executive Committee. The Executive Committee shall have the following powers in addition to the other powers enumerated in these Bylaws:

(1) To select and remove all the other officers, agents, and employees of the Association, prescribe powers and duties for them and fix their compensation.

(2) To conduct, manage, and control the affairs and activities of the Association and to make rules and regulations for that conduct, management and control.

(3) To adopt, make, and use a corporate seal and to alter the form of such seal from time to time as they may deem best.

SECTION 5.4 – NOMINATING PROCEDURE

At the Annual Membership Meeting, the President, as presiding officer, shall:

(1) Inform the membership that all nominees for the Executive Committee must be members in good standing (refer to Section 4.4)

(2) Call upon the Chairperson of the Nominating Committee to present the committee’s nominations (refer to Section 7.3)

(3) Call for additional nominations from the floor 

Votes shall be cast by ballot only when there are more nominations than vacant positions on the Executive Committee.

The nominees receiving the largest number of votes shall be elected to the Executive Committee (refer to Section 5.5).

SECTION 5.5 - ELECTION, TERMS OF OFFICE

Executive Committee members shall be elected annually by the members. The terms of the Executive Committee shall be staggered so that half of the number of the Executive Committee shall be elected each year. The term of office shall be for two years from the date of the election. Directors may serve for two consecutive terms and must then take one year off before they can stand for election again. In the event of a vacancy amongst the directors, the Executive Committee may appoint a director to fill that vacancy for the term remaining.

SECTION 5.6 - COMPENSATION

Executive Committee members and members of committees may receive such compensation, if any, for their services and such reimbursement for expenses, as may be fixed or determined by the Executive Committee.

SECTION 5.7 - REGULAR AND ANNUAL MEETINGS

Regular meetings of the Executive Committee shall be held at least every three months, at a place and time to be determined by the Executive Committee. Regular meetings may be held by any legal electronic means.

SECTION 5.8 - SPECIAL MEETINGS

Special meetings of the Executive Committee may be called by the President or by any two directors. Special meetings may be held in person or by any legal electronic means.

SECTION 5.9 - NOTICE OF MEETINGS

Regular meetings of the Executive Committee may be held without notice. Special meetings of the Executive Committee shall be held upon 7 days' notice by first-class mail or by telephone or electronic mail. Such notices shall be addressed to each director at his or her telephone number or email address as shown on the books of the Association. Notice of meetings shall specify the place, day and hour of the meeting. The purpose of any Executive Committee meeting shall be specified in the notice.

SECTION 5.10 - QUORUM FOR MEETINGS

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this Association, or by law, no business shall be considered by the Executive Committee at any meeting at which a quorum, consisting of a majority of Executive Committee members, is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.

SECTION 5.11 - MAJORITY ACTION AS ACTION OF THE EXECUTIVE COMMITTEE

Every act or decision done or made by a majority of the Executive Committee, present at a meeting duly held at which a quorum is present, is the act or decision of the entire Executive Committee, unless the Articles of Incorporation or Bylaws of this Association require a greater percentage or different voting rules for approval of a matter by the Executive Committee.

SECTION 5.12 - ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action by the Executive Committee may be taken without a meeting, if all members of the Executive Committee shall consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Executive Committee. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provisions of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Executive Committee without a meeting and that the Bylaws of this Association authorize the directors to sign such act, and such statement shall be prima facie evidence of such authority.

SECTION 5.13 - VACANCIES ON EXECUTIVE COMMITTEE

Vacancies on the Executive Committee shall exist 

(1) on the resignation or removal of any directors and

(2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the President, the Secretary, or the Executive Committee, unless the notice specifies a later time for the effectiveness of such resignation.

A Director may be removed, without cause, as determined by a two-thirds vote of all members of the Executive Committee or by a majority of the members present at any meeting at which there is a quorum. 

Vacancies on the Executive Committee may be filled by approval of the Executive Committee at the next meeting of the Executive Committee, or, if the number of directors then in office is less than a quorum, by

(1) the unanimous written consent of the Executive Committee then in office,

(2) the affirmative vote of a majority of the Executive Committee then in office at a meeting held pursuant to notice complying with these Bylaws, or

(3) a sole remaining director.

SECTION 5.14 - NON-LIABILITY OF DIRECTORS

Except to the extent expressly prohibited by the Nonprofit Corporation Act of New Mexico, every member of the Board of Directors, the Executive Committee, and all Officers of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such Directors or Officers in connection with any threatened, pending, or completed action, suit or proceeding to which they may become involved by reason of their being or having been a Director or Officer of the Association, or any settlement thereof, unless adjudged therein to be liable for gross negligence or intentional misconduct in the performance of their duties.  However, in the event of a settlement, the indemnification herein shall apply only when the Executive Committee approves such settlement and reimbursement as being in the best interest of the Association, though such approval shall not be unreasonably withheld.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such Director or Officer of the Association is entitled.

SECTION 5.15 - INDEMNIFICATION BY ASSOCIATION OF EXECUTIVE COMMITTEE, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is, or was, a director, officer, employee or other agent of this Association has been successful on the merits in defense of any civil, criminal, administrative or investigative proceedings brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the Association, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceedings.

If such person either wages any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this Association only to the extent allowed by, and in accordance with the requirements of law.

SECTION 5.16 - INSURANCE FOR CORPORATE AGENTS

The Executive Committee may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association (including a director, officer, employee or other agent of the Association) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Association would have the power to indemnify the agent against such liability under the provisions of the applicable law.

ARTICLE 6

OFFICERS

SECTION 6.1 - NUMBER OF OFFICERS

The officers of the Association shall be a President, a Secretary, and a Treasurer.

SECTION 6.2 - QUALIFICATION, ELECTION AND TERM OF OFFICE

Any member may serve as an   officer of this Association. Officers shall be elected, at any time, by the Executive Committee from those directors who have been elected by the members, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

In the event no person is elected to one of the offices of the Association, the vacancy shall be filled by appointment by the Executive Committee.

SECTION 6.3 - SUBORDINATE OFFICERS

The Executive Committee may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Executive Committee.

SECTION 6.4 - REMOVAL AND RESIGNATION

An officer may be removed, without cause, as determined by a two-thirds vote of all members of the Executive Committee or by a majority of the members present at any meeting at which there is a quorum.

Any officer may resign at any time by giving written notice to the Executive Committee or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Executive Committee relating to the employment of any officer of the Association.

SECTION 6.5 - VACANCIES OF OFFICERS

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Executive Committee. In the event of a vacancy, the latter may be filled temporarily by appointment by the President until such time as the Executive Committee shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Executive Committee may or may not be filled as the Executive Committee shall determine.

SECTION 6.6 - DUTIES OF PRESIDENT

The President shall be the chief executive officer of the Association and shall, subject to the control of the Executive Committee, supervise and control the affairs of the Association and the activities of the officers. He or she will perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this Association, or by these Bylaws, or which may be prescribed from time to time by the Executive Committee. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall in the name of the Association, execute checks and other such instruments which may from time to time be authorized by the Executive Committee.

SECTION 6.7 - DUTIES OF THE VICE-PRESIDENT

This section has been removed.

SECTION 6.8 - DUTIES OF SECRETARY

The Secretary shall:

(1) Certify and keep at the principal office of the Association or at such other place as the Executive Committee may determine, the original, or a copy of these Bylaws as amended or otherwise altered to date.

(2) Keep at the principal office of the Association or at such other place as the Executive Committee may determine, a book of minutes of all meetings of the directors, and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

(3) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

(4) Exhibit at all reasonable times to any director of the Association, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the directors of the Association.

(5) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this Association, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

SECTION 6.9 - DUTIES OF THE TREASURER

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds” (see Article 8) the Treasurer shall execute or cause to be executed the following:

(1) Have charge and custody of, and be responsible for, all funds and securities of the Association and deposit all such funds in the name of the Association in such banks, or other depositories as shall be selected by the Executive Committee.

(2) Receive, and give receipt for, monies due and payable to the Association from any source whatsoever.

(3) Disburse, or cause to be disbursed, the funds of the Association as may be directed by the Executive Committee, taking proper vouchers for such disbursements.

(4) Keep and maintain adequate and correct accounts of the Association's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(5) Exhibit at all reasonable times the books of account and financial records to any director of the Association, or to his or her agent or attorney, on request therefore.

(6) Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.

(7) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

(8) In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of this Association, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Committee.

ARTICLE 7

COMMITTEES

SECTION 7.1 - COMMITTEES OF DIRECTORS

The Executive Committee may, by resolution adopted by a majority of the Directors then in office, designate one or more committees each consisting of one or more Directors, to serve at the pleasure of the Executive Committee.

SECTION 7.2 - ADVISORY COMMITTEES

The Association may have one or more advisory committees as may from time to time be designated by resolution of the Executive Committee. Such advisory committees may consist of persons who are not also members of the Executive Committee. These committees shall act in an advisory capacity only to the Executive Committee and shall be titled as "advisory" committees.

SECTION 7.3 – NOMINATING COMMITTEE

A Nominating Committee shall be formed at least three months prior to the Annual Membership Meeting and shall initiate a search for qualified candidates for the Executive Committee. The Nominating Committee shall consist of three members selected as follows:

(1) at the Annual Membership Meeting the membership shall elect one of its members, and an alternate, to serve on the Nominating Committee for the next year’s election

(2) the Executive Committee shall appoint one director to the Nominating Committee

(3) these two people shall appoint a third committee member from the membership who shall become Chairperson of the Nominating Committee Refer to Section 5.4 for the procedure of nominating and electing directors.

SECTION 7.4 - MEETINGS AND ACTION OF COMMITTEES

The Executive Committee may adopt rules and regulations pertaining to the conduct of meetings of committees that are consistent with the provisions of these Bylaws.

ARTICLE 8

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 8.1 - EXECUTION OF INSTRUMENTS

The Executive Committee, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 8.2 - CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Executive Committee, or as otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and other evidence of indebtedness of the Association shall be signed by the Treasurer or designee in accordance with Article 6.

SECTION 8.3 – DEPOSITS

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, or other depositories as the Executive Committee may select.

SECTION 8.4 - GIFTS

The Executive Committee may accept on behalf of the Association any contribution, gift, bequest, or devise for the public purposes of this Association.

ARTICLE 9

CORPORATE RECORDS, REPORTS AND SEAL

SECTION 9.1 - MAINTENANCE OF CORPORATE BOOKS

The Association shall keep at its principal office or at such other location specified by the Executive Committee

(1) Minutes of all meetings of directors, committees of the Association and of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof:

(2) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(3) A copy of the Association's Articles of Incorporation and Bylaws as amended to date.

SECTION 9.2 - CORPORATE SEAL

The Executive Committee may adopt, use, and at will alter, a corporate seal. Such seal shall be kept by the Secretary or at the principal office of the Association. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 9.3 - RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspect includes the right to copy and make extracts.

SECTION 9.4 - ANNUAL REPORT

The Executive Committee shall cause an annual report to be furnished not later than one hundred twenty (120) days after the close of the Association's fiscal year to all directors of the Association, which report shall contain the following information in appropriate detail:

(1) The assets and liabilities, including the trust funds, of the Association as of the end of the fiscal year;

(2) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(3) The revenue or receipts of the Association, both unrestricted and restricted to particular purposes, for the fiscal year;

(4) The expenses or disbursements of the Association, for both general and restricted purposes, during the fiscal year;

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of the authorized officer of the Association that such statements were prepared without audit from the books and records of the Association.

ARTICLE 10

FISCAL YEAR

SECTION 10.1 - FISCAL YEAR OF THE ASSOCIATION

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

ARTICLE 11

AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of Bylaws, these Bylaws, or any of them, may be altered, amended or repealed and new Bylaws adopted by approval of a majority of the members of the Association in any Annual or Special meeting of members in which a quorum is established (Refer to Article 4).

ARTICLE 12

AMENDMENT OF ARTICLES OF INCORPORATION

Amendment of the Articles of Incorporation may be adopted by the approval of the Executive Committee and by the approval of the members of this Association as approved by a majority vote of the membership in attendance at any Annual or Special meeting of members in which a quorum is established (Refer to Articles 4 & 5). 

ARTICLE 13

DISTRIBUTION OF CORPORATE PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this Association, or any private individual, shall receive at any time any of the net earning or pecuniary profit from the operations of the Association, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the Association in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Executive Committee; and no such person or persons shall be allowed to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Association.

Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  All such distributions shall be determined by the Executive Committee or by a Court of Competent Jurisdiction of the county in which the principal office of the Association is then located.

These Bylaws were amended by Resolution of the Executive Committee on November 6, 2022 and by vote of the Members of the Association taken from November 28, 2022 to December 5, 2022.