Amendments to NDTA Articles of Incorporation and Constitution - ADOPTED BY VOTE OF NDTA MEMBERS Present in Person or By Proxy at July 15, 2017 Meeting of Members & Directors

AMENDMENTS TO
NDTA ARTICLES OF INCORPORATION
AND CONSTITUTION
PROPOSED FOR ADOPTION
AT JULY 15, 2017 MEETING
OF MEMBERS & BOARD

UPDATE: The amendments to the NDTA Articles of Incorporation and Constitution presented to the Members below, as shown in the attached PDF documents (linked below), were duly adopted by vote of the Members present in person or by proxy, at the July 15, 2017 meeting of NDTA Members and Directors. The Amendment to Articles of Incorporation and Constitution, as so amended, are here posted on the Members-Only Resources page of this website.

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Post previously sent out to all members:

If you have already voted, thank you!

To Vote Now, Please Click Here to Submit Your Proxy Below – NO LATER THAN MIDNIGHT ON FRIDAY, JULY 14, 2017

The clarifying changes to the NDTA Articles of Incorporation and Constitution explained below and shown in the PDF Documents linked below are being proposed for adoption by the Members of NDTA at the upcoming meeting of Members and Board on July 15, 2017 at Star Ballroom, 2305-09 East Atlantic Blvd, Pompano Beach, FL 33062, starting at 12:00 Noon.

Proposed Amendments to NDTA Articles of Incorporation:

PLEASE CLICK THE LINK BELOW TO VIEW THE PROPOSED AMENDMENTS TO THE NDTA ARTICLES OF INCORPORATIONThese amendments are required to update our old Articles of Incorporation on file with the Florida Department of State to conform with our current practice, which must legally be in compliance with our Articles of Incorporation. The changes include:

  1. Updates as to the number of directors required and manner of their election, and the names and number of officer positions required and manner of their election, and related matters. The updated provisions will provide – as now customary in Articles of Incorporation – that these matters will be governed by our Bylaws, which can be amended by the members at any time without having to file a formal amendment to our Articles of Incorporation with the Florida Department of State each time;
  2. Clarification that amendments to our Articles of Incorporation can be adopted by the members at any annual or special meeting of members or by written consent of the members, in the manners provided under Florida law; and
  3. Updates to restrictive tax-related provisions that had been added in an amendment to our Articles of Incorporation in 1987 at the time when NDTA was applying for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code. The IRS then denied our application under Section 501(c)(3), but granted us tax exemption under the provisions of Section 501(c)(6). The old references to Section 501(c)(3) in our Articles of Incorporation need to be updated to reflect our 501(c)(6) status.

Please CLICK HERE to view and print out a copy of the proposed Articles of Amendment to Articles of Incorporation of NDTA (as a PDF document).

We have resolved that adoption and filing of these Articles of Amendment to Articles of Incorporation of NDTA is required and in the best interest of NDTA, and we strongly recommend and request approval and adoption of these amendments by the members of NDTA at the July 15, 2017 meeting of members.

Proposed Amendments to NDTA Constitution:

PLEASE CLICK THE LINK BELOW TO VIEW THE PROPOSED AMENDMENTS TO THE NDTA CONSTITUTIONThese proposed updating & clarifying amendments to our Constitution are proposed with the following purposes in mind:

  1. Updating of the membership categories to include a category for NDTA-Certified Professional Members which in included in our online Directory. This helps us keep track of and give credit to those Professional Members who are certified by NDTA;
  2. Clarifying the Constitution Articles regarding the Board of Directors and Executive Board, to make clear that the Board of Directors is the legal governing body of NDTA, as required by law; that the full Board of Directors can consist of as few as 4 or as many as 9 directors, as determined by the Board and members (consistent with the constitutional amendments adopted last year); and to include the customary Bylaws provisions regarding conduct of meetings of the Board of Directors, filling of vacancies occurring on the Board of Directors, and appointment by the Board of Directors of an Executive Committee composed of the Officers (the Executive Board) to conduct the business of the organization, as approved in our amendments last year, and
  3. A few non-substantive wording clarifications in last year’s amendments.

Please CLICK HERE to view and print out a marked copy of the proposed changes to the NDTA Constitution (as a PDF document). Proposed additions are underlined in blue and deletions are shown in blue stricken through text, in the linked PDF document. Text not marked is not proposed to be changed.

We believe these marked amendments are very important to bring our Constitution in line with our amended Articles of Incorporation and up to date with current best practices, and strongly recommend their adoption at our July 15, 2017 meeting of members and Board.

To Vote, Please Submit Your Proxy Below – NO LATER THAN MIDNIGHT ON FRIDAY, JULY 14, 2017

We urge you to attend the July 15, 2017 meeting or submit your Vote by Proxy below – NO LATER THAN MIDNIGHT ON FRIDAY, JULY 14, 2017.

Voting Now Closed.
Thank you to All Those Members Who Attended the Meeting or Voted by Proxy.