Original approved by SCRAR membership on 04/17/02.
Revised and approved 10-5-05.

Article I - Organization

Section 1:     The name of this non-profit corporation shall be the Palmetto State Registered Apprenticeship Council (PSRAC).

Section 2:     PSRAC shall be a public benefit corporation, as defined by the South Carolina Code of Laws (33-31-202), as amended.

Section 3:     The corporation is organized exclusively for religious, charitable, scientific, literary, and educational purposes, including, for such purposes, the distribution to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code or the corresponding provision of any future federal tax code.

Section 4:     Notwithstanding any other provision of these articles, the corporation shall not, except to an insubstantial degree, engage in any activities that are not in furtherance of the mission, goals, or functions of the corporation.

Section 5:     No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to any member, officer, or other private individual by the sole virtue of their membership in the corporation. However, the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission, goals, or functions of the corporation.

Section 6:     No substantial part of the corporation's activities shall relate to organized attempts to influence legislation or otherwise participate in political activities.

Section 7:    The mission, goals, and functions of the corporation shall conform to applicable federal, state, and municipal statutes. The corporation shall not impose on recognized state, joint, or individual apprenticeship committees or their functions.

Section 8:    The corporation shall not discriminate in policymaking decisions, as well as the election, appointment, or selection of officers, members, personnel, staff, clients, customers, or vendors.

Article II - Organizational Mission and Goals

Section 1:     The corporation is created to address the lack of a formal structured service delivery system for registered apprenticeship programs in South Carolina.

Section 2:     The mission of the corporation shall be to promote, develop, and implement registered apprenticeship training opportunities by means of partnerships and collaborative efforts throughout all segments of the South Carolina economy.

Section 3:     The corporation shall develop and adopt an annual operational plan, to include short and long-term goals, along with appropriate accountability measures.

Article 111 - Fiscal Year

Section 1:     The fiscal year shall be January 1 - December 31.

Article IV - Office

Section 1:     The principal office of the corporation in the state of South Carolina shall be located in the City of Columbia, County of Richland.

Section 2:     The name and address in this state of the agent for service process is

Mr. Frank Knapp, Knapp Agency
1717 Gervais St.
Columbia, South Carolina  29201.

The principal mailing address of the corporation is the same as above.

Section 3:     The corporation shall have and continuously maintain in the state of South Carolina a registered office and a registered agent whose office is identical with the registered office. The board of directors may change the address of the registered office from time to time, as needed.

Article V - Incorporators

Mr. Steve Rainey                    Mr. Randy Fabry                  Ms. Kaye Shaw
215 Cranberry Hill Circle       108 Silvercreek Drive         213 Rollingwood Drive
Mauldin, SC   29662              Lexington, SC   29072        Lexington, SC   29072

Article VI - Functions

Section 1:     The functions of the corporation shall be:

1. To sponsor statewide apprenticeship conferences;

2. To provide a forum for discussing mutual training goals;

3. To exchange and coordinate information on training;

4. To coordinate the efforts of state and local joint apprenticeship committees in the promotion and introduction of programs designed for the general welfare of apprenticeships in the state;

5. To encourage and promote collaborative efforts between labor, business, education, and government agencies; and to solicit and administer grant programs that support the development of registered apprenticeships in South Carolina.

Article VII - Membership

Section 1:     Membership in the corporation shall be open to individuals, as well as any public, private, non-profit, or governmental entity that has an interest in the development of registered apprenticeships.  Membership of private and public sector representatives including the following will be solicited: United States Department of Labor, Bureau of Apprenticeship and Training; South Carolina Department of Commerce / Workforce Investment Board, Labor, Licensing, and Regulation; South Carolina Department of Education; South Carolina Technical College System; South Carolina Employment Security Commission South Carolina Department of Social Services; and any other entities that promote education, training, economic development, or workforce development.

Section 2:     A membership application shall be completed and on file for a person’s or organization’s membership to begin.  

Section 3:     A membership shall be considered to be "active," so long as the member demonstrates regular attendance at meetings.

Section 4:     The board of directors may place any membership into an "inactive" status upon a member's absence at three (3) consecutive meetings. An inactive member's status may be reversed at the member's written request, if approved by the Board.

Section 5:     An inactive member shall not have voting rights, not be allowed to serve as an officer, nor be included in any calculation to determine the number of votes needed to meet a quorum requirement.

Article VIII - Meetings

Section 1:     Regular meetings will be held on the third (3rd) Wednesday of December, February, April, June, August, and October.

The chairperson may call additional meetings.  The chairperson shall be obligated to schedule a meeting if ten (10) or more active members submit a written request.  Active members shall be notified at least 10 days prior special meetings.

Section 2:   A quorum shall consist of active members that are called into session by the chair or designee from the board of directors.

Section 3:   Unless otherwise specified, parliamentary procedure as contained in Roberts Rules of Order shall govern all meetings.

Section 4:   Each officer and active member shall have only one (1) vote. A quorum must be present before voting on any matter can be considered. Unless otherwise specified, a majority vote shall constitute fifty (50) percent, plus one (1) of the total available votes at a meeting.

Article IX - Board of Directors and Officers

Section 1:   The officers shall include: one (1) chairperson, one (1) vice-chair, one (1) secretary, one (1) treasurer, and three (3) at-large directors. These individuals shall constitute the elected positions on the board of directors. The South Carolina state director for the United States Department of Labor's Bureau of Apprenticeship and Training (BAT) shall be an ex-officio member of the board of directors without voting rights and shall serve in an advisory capacity.

Section 2:    The chairperson and vice-chair shall be non-public sector representatives.

Section 3:    After the initial election of officers, subsequent elections shall occur on a staggered basis to ensure continuity. The next election for the offices of vice-chair, treasurer, and one (1) at-large director shall occur during the regularly scheduled December 2003 meeting and every two (2) years thereafter. The next election for the offices of chairperson, secretary, and two (2) at-large directors shall occur during the regularly scheduled December 2004 meeting and every two (2) years thereafter.

Section 4:    The term of service for all offices shall be two (2) years. A slate of officers will be recommended by the board of directors and presented at the regularly scheduled November meeting preceding the December election. At that time, active members may also make additional nominations from the floor. Nominations may also be made “from the floor” at the election meeting in December, or at an election meeting in a different month should that be necessary.  Officers' terms shall commence with the January meeting following their election. Vacancies shall be filled by election.

Section 5:     Duties of the chairperson:

1. Preside at all meetings;

2. Direct the administrative activities, subject to the approval of the board of directors;

3. Serve as an ex-officio member of all committees; and

4. Deliver all records to his successor on leaving office.

Section 6:     Duties of the vice-chairperson:

1. Perform the duties of the chairperson in his absence; and

2.  Deliver all records to his successor on leaving office.

Section 7:     Duties of the secretary:

1. Take minutes of all SCRAR meetings;

2. Maintain a membership list, to include active and inactive status as identified in Article VII; and

3. Deliver all records to his successor on leaving office.

Section 8:     Duties of the treasurer:

1. Open, maintain, and reconcile all financial accounts;

2. Maintain appropriate financial records for all income and expenses;

3. Execute payment for expenditures as authorized under Article XII;

4. Prepare and submit monthly financial status reports at regular meetings; and

5. Deliver all records to his successor on leaving office.

Section 9:     The board of directors shall have general supervision over all funds and property of the corporation. They shall conduct an annual audit of all financial records and report their findings to the membership.

Section 10:   Any member of the board of directors may be removed whenever it is in the best interest of the corporation. The board of directors shall provide written notice to the affected officer of their intent to do such within ten (10) calendar days via certified mail stating the reason(s) for this decision. The affected officer may appeal the decision to the membership at the next regularly scheduled meeting. Any action taken pursuant to this section shall require a vote by two-thirds of the active membership in attendance at the meeting in which the vote is cast.

Article X - Committees  .

Section 1:     The board of directors shall have the authority to appoint standing and/or special committees as may be necessary to facilitate the business of the corporation. The chairperson shall instruct such committees as to their responsibilities and expected outcomes.

Article XI - Amendments to the By-Laws

Section 1:     A request to consider any amendment to the corporation's by-laws shall be initiated by the board of directors or via written notice to the board of directors by ten (10) or more active members.

Section 2:     A notice shall be mailed to all members no less than thirty (30) days in advance of a meeting for the purpose of voting on any amendment to the by-laws.

Section 3:     Enclosed in the advance notice shall be a copy of the contemplated by-laws change.

Section 4:     Any action taken pursuant to this article shall require a vote by two-thirds of the active membership in attendance at the meeting in which the vote is cast.

Article XII - Business, Financial, and Administrative Affairs

Section 1:     The board of directors may authorize any officer(s) or agent(s) of the corporation to enter into any contract or other instrument in the name of, and on behalf of the corporation.

Section 2:     The board of directors, with a majority vote of the membership, may employ paid, non-voting professional staff to perform administrative and programmatic services.

Section 3: The treasurer and one other officer shall sign checks or other instruments for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation. Invoices for payment shall be itemized.

Section 4:     All funds shall be deposited in a timely manner in such banks or other depositories as directed by the board of directors.

Section 5:     On behalf of the corporation, the board of directors may accept gifts, grants, donations, bequests, etc. to be used by the corporation for specific purpose(s). Accountability of these funds shall be documented as part of the annual audit process.

Section 6:     With a two-thirds vote of the active membership as defined in Article VII and identified by the secretary, the corporation may impose an annual membership dues system or special assessments.

Section 7:     Should an annual membership dues system be approved, the payment of said dues, a membership application on file, attendance at meetings per Article Vll. Section 3 & 4, shall constitute an "active" membership.  The board of directors may place a membership into "inactive" status for the nonpayment of dues or special assessments within sixty (60) days of the billing date until such time that any outstanding balance is paid.

Article XIII - Indemnification

Section 1:     The corporation shall indemnify the membership, whether individually or collectively, for their good faith actions on behalf of the corporation.

Article XIV - Dissolution

Section 1:     Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code or the corresponding provision 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. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.

Execution

In witness whereof, we have hereunto subscribed our names this ______ day of _______, in the year 2005.

Mr. Frank Knapp, President.

Mr. Greg Moore, Secretary.