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National Association of Personnel Services Bylaws

ARTICLE I - NAME

This Association shall be known as THE NATIONAL ASSOCIATION OF PERSONNEL SERVICES, INC. (NAPS).

ARTICLE II - OBJECT OR PURPOSE

SECTION 1. To promote constructive publicity and to create a better understanding, acquaintance, coordination and cooperation among personnel services; to increase the efficiency of private personnel services by the promotion of effective methods for serving employers and job candidates, by the consideration of the relations between employers and employees, and by the investigation and study of industrial and economic conditions; to set and maintain the highest standards of practice; to amply protect its members against all acts, methods and practices inimical to the best interests of the service.

SECTION 2. To work in close coordination with state and local associations on such matters as public relations and legislation.

ARTICLE III - MEMBERSHIP

SECTION 1. Any corporation, company, partnership or sole proprietorship engaged in the business of personnel placement or providing temporary help services for profit is eligible for membership without regard to race, creed, color, age, sex, national origin or disability. Membership is held in the name of the firm. Each member shall name its official representative to the association, who shall have the right to vote on behalf of the firm on all matters for which members may vote.

SECTION 2. In the event of a change in majority ownership of a firm holding National Association of Personnel Services membership, the firm must apply for membership as a new member.

SECTION 3. Application for membership shall be made in writing on a form prescribed by the Board of Directors and filed with the administrative office. The application shall be accompanied by a signed copy of the Association's Code of Ethics and Standards of Ethical Practices and dues in the amount required under Article IV.

The written recommendation of the Board of Directors of the appropriate state or regional association shall suffice to qualify an applicant for membership. This does not obviate the requirements of individual signing of the Code of Ethics and Standards of Ethical Practices. If the state or regional association objects to the applicant as a proposed new member, the objections shall be submitted to the membership committee of this Association in order to determine that the state or regional association has applied objective criteria in evaluating the proposed new member. Criteria to be used by the state or regional association in evaluating any such applicant for membership shall be objective evidence, to be construed as statements from Chambers of Commerce, Better Business Bureaus, impartial investigation groups, documented statement of facts by members. Other acceptable evidence shall include legal opinions of recognized courts of law and/or a preponderance of evidence in the form of derogatory public relations with the industry caused by such applicant for membership. The President shall publish to the members the name and address of every new member.

SECTION 4. The class of membership referred to in this Article shall be known as active membership. The Board of Directors may establish, subject to the limitations imposed by Section 5 of this Article, such other classes of membership as might be deemed necessary for the advancement of the purposes of the Association.

SECTION 5. Only active members shall be entitled to vote at elections and meetings of the National Association of Personnel Services.

ARTICLE IV - DUES AND ASSESSMENTS

SECTION 1. The annual dues for each member of the Association shall be determined by the Board of Directors.

SECTION 2. The fiscal period of the Association shall be January 1 through December 31.

SECTION 3. Assessments may be levied by two-thirds of the members present at any meetings or by a vote of two-thirds of those members of the Board of Directors present and voting, but at no time shall the assessments per year exceed the amount of the annual dues. Immediately upon the levying of an assessment the same shall become due and payable.

SECTION 4. The Association shall work to maintain a reserve fund with a goal of fifty percent of the previous year's operating expenses. The reserve fund shall be created by adding to the previous year's reserve fund an amount equal to three percent of the current revenues, including revenues from special projects and general revenue. To the extent that at any time the reserve fund exceeds fifty percent of the previous year's operating expenses, the excess shall be automatically removed from the reserve fund and shall be available to the Association as part of its general fund. In order that the Association may use any portion of the reserve fund, the motion to so use said fund must be adopted by a vote of two-thirds of those members of the Board of Directors or Executive Committee voting in favor of the motion. The Board of Directors may waive the allocation to the reserve fund in any budget year for that year. The motion to do so must be adopted by a vote of two-thirds of those members of the Board of Directors voting in favor of the motion.

ARTICLE V - OFFICERS

SECTION 1. The officers of this Association shall be a Chairperson of the Board, two (2) Vice Chairpersons and a Secretary- Treasurer. One of the officers shall be designated Chairperson Elect as hereinafter set forth.

SECTION 2. There shall be a Board of Directors consisting of ten (10) District Directors, two from each district, as hereinafter provided, one Director selected by each Corporate Member (those who meet the criteria for Corporate Membership established by the Board of Directors) from among that Members officers, the four officers of the Association and the immediate Past Chairperson of the Board, or, in his absence from any meeting, a member of the Policy Committee who has been designated by the Policy Committee to stand in for the immediate Past Chairperson. The Board shall constitute the governing body of the Association.

SECTION 3. The Chairperson of the Board, Chairperson Elect, and Secretary-Treasurer shall hold their respective positions for one year or until their successors are installed in office. The Vice Chairpersons shall be elected for a term of two (2) years, and until their successors are installed in office, with staggered terms, one (1) such Vice Chairperson being elected at each election. A President shall be appointed by the Board of Directors and he shall be a paid employee of the Association, and shall, under no circumstances, be an elected Director. The ten Directors elected from the five Districts shall hold office two years or until their successors are installed in office with staggered terms, five such Directors being elected at each annual election. Each officer and director shall commence his term of office as of the first day of January.

SECTION 4. The elected officers shall have specific responsibilities as follows: The Chairperson of the Board shall be the chief executive officer of the Association, and shall be responsible for determination of Association policy on all matters requiring such determination between meetings of the Board of Directors; and for the leadership necessary to assure that the work of all committees is carried out in such a manner that the objectives of the Association as set forth in Article II are realized to the fullest extent possible during his or her term of office. In order to be eligible to be elected as Chairperson, the individual must hold a certification designation awarded by the Association and must, as of the date he will assume office, have served for more than two years as a member of the Association's Board of Directors. The Chairperson Elect shall assist the Chairperson of the Board, as may be required from time to time by the Chairperson, including serving as Committee Chair if so appointed, and shall state a willingness to assume the office of the Chairperson of the Board for the immediately following term. No one will be eligible to serve as an officer if, at any time during his term of office, he also serves as an officer of any other international or national trade association of personnel placement services and/or temporary help services. The Vice Chairpersons shall be responsible for the orderly and businesslike execution of the work of those committees assigned to them by the Chairperson. The Secretary-Treasurer shall give notice of all meetings of the Board of Directors and Executive Committee and shall keep record of their proceedings. The Secretary- Treasurer shall collect all the monies, pay all the bills and keep all the accounts. He shall arrange for the preparation of an annual report which shall be prepared by a Certified Public Accountant approved by the Board of Directors. The report shall be submitted to the members at the annual meeting. The primary responsibility for the above duties lies with the Secretary-Treasurer but he may delegate said responsibility to the President who shall work in close harmony with said Secretary -Treasurer.

SECTION 5. The President shall be the chief operating officer of the Association, and shall be responsible for the supervising and the operation of the overall activities of the Association's national office and for carrying out and implementing the policies and programs established by the Board of Directors. In carrying out these duties and responsibilities he shall give the Board of Directors such reports as the Board of Directors requests.

SECTION 6. If a vacancy shall occur in the position of Chairperson of the Board of Directors, the Chairperson Elect shall complete the unexpired term. If there is no Chairperson Elect, or if a vacancy shall occur in the position of any other office or for any reason, the Board of Directors shall elect an officer to complete the unexpired term. If the immediate Past Chairperson shall resign, the Board of Directors shall appoint a past Chairperson of the Association to succeed to the responsibilities of the immediate Past Chairperson, after consultation with the Policy Committee.

ARTICLE VI - MEETINGS

SECTION 1. The place and time of the annual meeting shall be decided by the Board of Directors.

SECTION 2. Special meetings of the Association shall be called by the President upon written request by a majority of the Board of Directors or upon written petition of at least 25% of the active membership. Such a request by the Board of Directors or petition from the membership shall include a date for the meeting not earlier than thirty (30) days after filing of the petition with the President. The location of such meetings shall be set by the Board of Directors at least twenty-one (21) days prior to the date designated and the President shall immediately publish the time, date and place of such meetings to the entire membership. The business proposed shall be given in the call of the meeting, but the business or the meeting need not be limited to that given in the call.

SECTION 3. The Board of Directors shall meet at least three (3) times annually, one of these meetings to be held as the organizational meeting in conjunction with the annual conference. The Chairperson of the Board or a majority of the Board of Directors may call a meeting of the Board of Directors at any time. The Board of Directors shall not begin to transact business at any meeting unless a quorum of a majority of the members of the Board is present. The Directors present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

SECTION 4. The procedure for regular and special meetings shall be as set forth in Robert's Rules of Order (newly revised), except where "Robert's" is in conflict with the NAPS Bylaws.

SECTION 5. The agenda for each meeting of the Board of Directors shall be prepared by the Chairperson of the Board and President and submitted to the members of the Board seven (7) days prior to the date of the meeting. Any Director shall have the right to require the addition of any item to the Agenda by advising the President of such a request, and the item shall be added thereto. In such event all Directors shall be advised of the addition prior to the Board meeting.

ARTICLE VII - NOMINATIONS AND ELECTIONS

SECTION 1. On the last day of August, the Secretary-Treasurer shall report to the President the number of fully paid members for each District as of the immediately preceding July 31. On or before October 1 thereafter, the President shall publish to the membership the number of Directors to be elected at the next election for the following year.

SECTION 2. At the organizational meeting of the Board of Directors, the Chairperson of the Board shall appoint, subject to ratification by the Board of Directors, a Chairperson and members of a nominating committee whose duty it shall be to nominate candidates for office as Officers and Directors whose term shall be next expiring. The names of the Chairperson and Nominating Committee members shall be published to the membership on or before the next October 1. Such nominations shall be published to each member of the Association on or before February 5 next ensuing. Any ten percent (10%) of the members in any District may nominate any other member in that District as a candidate for the office of District Director therefore. All such allocations shall be by petition duly signed by the members making such nominations and shall be filed at the national office of the Association, no later than December 15, next. The Nominating Committee insofar as is practicable shall solicit recommendations for candidates for office from the Presidents of state or regional associations.

SECTION 3. On or before December 15 thereafter each member eligible to vote on that date shall receive a ballot to vote in districts where a contested position exists for Directors from its District. The election shall be conducted by mail and no ballot shall be valid which is received later than December 31. The ballots shall be counted on the next business day, and the majority of votes cast shall elect. The result of the election shall be published to the membership immediately. In balloting for District Directors, votes may be cast for as many candidates as vacancies therefore shall exist in the voter's district. In case of a tie there will be a run-off election held at the next Board of Directors meeting to determine the Director.

SECTION 4. At the organization meeting held in November or December, said Directors shall elect the Officers of the Association, and designate one of them as Chairperson Elect, from among those candidates nominated by the nominating committee and those nominated by the Board. The Board is not required to elect the immediately preceding Chairperson Elect as Chairperson of the Board. Officers shall be elected by a plurality of votes cast by the Directors. The current Chairman will only vote to break a tie.

SECTION 5. At the annual conference a written proxy vote may be cast by any member present on behalf of any other member in connection with any matter which may be properly brought before said meeting.

SECTION 6. Upon the death, absence from two meetings of the Board of Directors during the term of office, resignation or expulsion of any member of the Board of Directors, or in the event of a vacancy for any reason, the Chairperson of the Board shall appoint a member from that Districts territory to complete the unexpired term.

SECTION 7. The Nominating Committee shall nominate a candidate or candidates for the office of Director from each of the following districts, each of which shall be entitled to two (2) directors:

District 1. Connecticut, Massachusetts, Maine, New Hampshire, Vermont, Rhode Island, New York, New Jersey, Pennsylvania, Delaware.

District 2. Virginia, Maryland, District of Columbia, North Carolina, Florida, Alabama, Georgia, South Carolina.

District 3. Kentucky, Ohio, Michigan, West Virginia, Illinois, Indiana, Tennessee, Missouri, Arkansas, Louisiana, Mississippi, Kansas.

District 4. Texas, Oklahoma, Nebraska, South Dakota, North Dakota, Minnesota, Wisconsin, Iowa.

District 5. California, Nevada, Hawaii, Arizona, New Mexico, Utah, Alaska, Oregon, Washington, Idaho, Montana, Wyoming, Colorado.

SECTION 8. No District Director or Vice Chairperson may serve more than two consecutive terms in the same position on the Board of Directors, but after being out of office for one term may again be elected. Election or appointment as Director or Vice Chairperson for a term of less than one year shall not be considered a term in office. This provision shall not prohibit the Chairperson of the Board from appointing a District Director to till a vacancy following an election in which no Director was elected from that District.

SECTION 9. At the first meeting of the Board of Directors, said Directors shall designate the officers of the Association and the immediate Past Chairperson to constitute an Executive Committee.

SECTION 10. In order to be eligible to run for election as a District Director, the individual seeking office must be employed by a member firm from that district, as of the date that individual is nominated for office and continue to be so employed for the duration of the term.

SECTION 11. At no time may more than one person from any member firm, or group of member firms under common ownership or control, serve on the Board of Directors.

ARTICLE VIII - RESIGNATIONS AND EXPULSIONS

SECTION 1. Resignations shall be made in writing and sent to the President.

SECTION 2. Any member expelled from membership for the cause set forth in Article XI shall not again be eligible for membership for one year from the date of the expulsion, unless upon reapplying for membership, the member tenders the amount of its dues arrearage.

SECTION 3. Any member may be dropped from membership as set forth in Article XIII - Ethics and Grievances.

SECTION 4. Any member of the Board of Directors against whom charges have been preferred shall be deprived of his vote at any hearing or hearings on his case.

SECTION 5. Any complaint against an Officer, Director or Committee Chairperson regarding the performance of said person shall be submitted to the Executive Committee, which shall appoint a panel of three Directors to investigate the complaint and recommend appropriate action to the Executive Committee. The Executive Committee shall review the findings of the panel and take such actions as it deems appropriate. If both the panel and the Executive Committee recommend the removal of an Officer, Director, or Committee Chairperson, the question shall be submitted to the Board of Directors, which may remove the Officer, Director or Committee Chairperson by vote of two thirds of the members present and voting at a meeting of the Board, provided, however, that at least sixteen (16) members of the Board shall have voted in favor of removal. The panel, Executive Committee and/or Board of Directors may gather such evidence and conduct such hearings as it deems necessary.

SECTION 6. Any officer or member of the Board of Directors who is absent from two Board meetings during his term of office shall be automatically removed from office without further action.

ARTICLE IX - ADMINISTRATIVE OFFICE

The location of the administrative office shall be chosen by the Board of Directors.

ARTICLE X - MAIL BALLOT

The Board of Directors shall have authority to submit to the members of the Association, by mail ballot, any questions which may arise between the annual meetings which in its judgment should be acted upon by the members.

ARTICLE XI - ARREARAGES

The President shall notify in writing any member whose dues are at least thirty-one (31) days in arrears that they have lost all rights, privileges, and benefits of the Association.

ARTICLE XII - COMMITTEES

SECTION 1. The Board of Directors shall establish such committees, in addition to those committees specifically referred to in these bylaws, as it deems necessary for the furtherance of the purposes of the Association.

SECTION 2. The Chairperson of the Board, immediate past Chairperson and President (with the immediate past Chairperson voting only to bread a tie) shall appoint the Chairperson of those Committees whose primary responsibility is to provide services to Association members (e.g. conference, certification, education, government affairs, leadership conference, membership, public information, search and temp services) . The Chairperson of the Board shall appoint the Chairperson of those Committees whose primary responsibility is the internal governance of the Association (e.g. bylaws, counsel evaluation, ethics, president evaluation, finance and audit, long range planning, Harold B. Nelson Award and nominations) . All Committee Chairpersons shall be presented to the Board of Directors for ratification at the organizational meeting of the Board of Directors. The Committee Chairpersons shall appoint all members of their Committees. Appointments made necessary through vacancy shall be made by the person or persons who originally appointed the Committee Chairperson subject to ratification by the Board of Directors, or by the Committee Chairpersons, in the case of Committee members.

SECTION 3. The Executive Committee, hereinbefore provided, shall transact and attend to such business of the Association which, by virtue of its timeliness, must be conducted prior to the convening of the next scheduled meeting of the Board of Directors, but the Committee shall not act on such matters as reserved to the Board of Directors by its designation.

ARTICLE XIII - ETHICS AND GRIEVANCES

SECTION 1. The Ethics Committee will deal with all complaints concerning members of the Association (other than complaints provided for in Article VIII, Section 5) and will either meet or confer by mail to handle complaints when they are received. The President will maintain a permanent file for the Ethics Committee.

SECTION 2. All complaints must be in writing and signed by the complaining party and sent to the President who will refer said complaints to the Ethics Committee. If the Ethics Committee determines that the complaint alleges a violation by the member complained of, of the Association's Code of Ethics or Standard of Ethical Practices, then the Ethics Committee, through the President, shall advise the member complained of, of the allegations against it, and shall provide copies of the complaint to the member. The Ethics Committee shall schedule a hearing to determine the validity of said complaints no less than thirty (30) and no more than sixty (60) days from the date of its notice to the member concerning the complaints. The member shall be advised of its right to be represented by counsel, to present testimony and to cross-examine witnesses against it. The party or parties making said complaints shall be required to give testimony against the member and may present others to testify. Any party complained of or any member about whom a complaint has been made may waive its right to appear in person at said hearing and may submit evidence in any manner suitable to the Ethics Committee.

SECTION 3. The Ethics Committee shall render a decision in writing to the member and complainants within fifteen (15) days of the hearing. If it is found that the member has violated the Code of Ethics or Standards of Ethical Practices of this Association then the Ethics Committee may, after due consideration of the severity of the offense, the accused's members willingness to take corrective action and the previous record of compliance or lack of compliance with the Code of Ethics and Standard of Ethical Practices: (a) Reprimand the member or members found guilty and file the complaint with the President for permanent keeping. (b) Expel the member or members from membership or suspend said membership for a specific period of time.

SECTION 4. Any member aggrieved by a decision of the Ethics Committee may appeal said decision to the Executive Committee by advising the Chairperson of the Board in writing within fifteen (15) days of his receipt of the decision. The Executive Committee by the Chairperson of the Board shall schedule a hearing to be held in conjunction with the next regularly scheduled Board of Directors meeting, but in no event less than thirty (30) days following written notice to the member and complainants of the time and place of the hearing. The procedures set forth above shall govern the hearing before the Executive Committee, which shall render a decision in writing, which shall be final and non-appealable within fifteen (15) days of the hearing.

SECTION 5. Notice of the decision of the Ethics Committee and the Executive Committee will be sent to the members and complainants involved and all papers relative to the case will be sent to the office of the President for permanent keeping. In case of reprimand, suspension or expulsion, the Chairperson of the Board will execute the decision of the Ethics Committee or Executive Committee.

ARTICLE XIV

SECTION 1. Limitation on Liabilities. Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, agent or employee of the Association shall be liable for the acts or failure to act on the part of any other member, officer, agent, or employee of the Association. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these bylaws, excepting only acts or omissions to act arising of his willful misfeasance.

SECTION 2. Indemnification. Any Officer or Directors of this Association or former Officer or Directors of this Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors or a Director or Officer of the Corporation, except in relation to matters as to which such Director or Officer, or former Director or Officer, shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

ARTICLE XV - AID TO STATES

Any state association shall be permitted to make application for financial assistance in defraying expenses incurred in protecting the private personnel consultants service. It shall be the duty of the Board of Directors to decide what part of the expense the National Association of Personnel Services shall bear.

ARTICLE XVI - QUORUM

SECTION 1. At least fifty (50) members must be present in person to constitute a quorum at any meeting of the Association.

SECTION 2. A majority of the Board of Directors must be present to constitute a quorum at any meeting of the Board of Directors.

ARTICLE XVII - AMENDMENTS

SECTION 1. Amendments to these Bylaws may be proposed by the Board of Directors or by any Association member in good standing and must be made in writing to the Board of Directors at least 15 days prior to the date of the meeting at which the amendment is to be considered. Any proposed amendment may be adopted (with such revisions, if any, as the Board deems appropriate) at any meeting of the Board of Directors by a vote of the majority of those present in accordance with the District of Columbia Non-profit Corporation Act, provided that within thirty (30) days after the mailing of the notice of such action it is ratified by the general membership by referendum vote by a majority of members voting and provided that at least ten percent (10%) of the members vote. The President shall be responsible for causing a mailing of such proposed amendments within thirty (30) days of adoption by the Board of Directors.

SECTION 2. Amendments shall take effect immediately upon ratification by the membership.

ARTICLE XVIII - NOTICE

SECTION 1. Whenever notice is required by these Bylaws, such notice must be made in writing. Such notice is permitted to be made, and is deemed sufficient either (i) when made in person; or (ii) when made by regular first-class mail, plus any one of the following additional methods: (a) certified mail or registered mail, with signed return receipt requested; (b) courier service (e.g., Federal Express, UPS, DHL, etc.) with signature receipt required; or (c) electronic communications. For purposes of such "electronic communications", the applicable provisions of the District of Columbia Non-profit Corporation Act including Section 29-401.03 (g) (the “Act”) and successor legislation shall apply and in particular electronic communications shall include “emails”. Electronic communications shall be deemed sufficient and delivered in accordance with the Act.

SECTION 2. Such notice shall be deemed effective either (i) on the date of delivery in person; or (ii) on the date which is the earlier of: (a) five (5) days after the date on which the notice by regular first-class mail is deposited with the U.S. postal service provided that such notice is not returned by the postal service as undeliverable, or (b) the date of the return receipt or the signature requirement, or (c) the date of the receipt of an electronic acknowledgement from an information processing system as defined in the Act for any electronic communications. Notwithstanding the foregoing, in the event that there is no signed return receipt or signature receipt, or such electronic communications are not deemed to have been received pursuant to the Act, then such notice shall be deemed effective on the date five (5) days after the date on which notice by regular first-class mail is deposited with the U.S. postal service provided that such notice is not returned by the postal service as undeliverable.

SECTION 3. Except as set forth in this Article XVIII for purposes of any notice required by these Bylaws, the District of Columbia Non-profit Corporation Act shall otherwise apply.

AN EQUAL RIGHTS NOTE: Whenever, in these ByLaws, "man, "men" or their related pronouns may appear, either as words or as parts of words, they have been used for literary purposes and are meant in their generic sense (i.e., to include all humankind both female and male sexes).

THE NATIONAL ASSOCIATION OF PERSONNEL SERVICES is a trade association of firms which provide private placement services and temporary help services. Founded as the result of a merger of three national trade associations dating back 70 years, NAPS is dedicated to the professional advancement of the private personnel services industry through continued education, public information and leadership.