State Association Handbook

Transcription

INTERNATIONAL PREMIUM CIGAR
& PIPE RETAILERS ASSOCIATION
STATE ASSOCIATION HANDBOOK
IPCPR
STATE ASSOCIATION
HANDBOOK
CONTENTS
Purpose, Vision, Mission, and Goals..............................................1
Establishing A State Association....................................................2
Membership Recruitment and Retention.......................................4
Fundraising....................................................................................5
Hiring a Lobbyist............................................................................7
Joint Funding Program..................................................................9
Contact Information.....................................................................10
State Association Directory.........................................................11
INTERNATIONAL PREMIUM CIGAR & PIPE RETAILERS ASSOCIATION
IPCPR
STATE ASSOCIATION
HANDBOOK
PURPOSE, VISION, MISSION, AND GOALS
Purpose
The International Premium Cigar and Pipe Retailers Association (IPCPR) is your resource to help establish
and successfully operate a state specific independent tobacconist retail group. The purpose of establishing
an independent retail tobacconist group in your state is to protect the future of your business and ensure
your ability to continue to engage in the sale of quality tobacco products.
Vision
A state specific independent tobacconist retail group is the collective and leading voice, authority, and
advocate for the professional retail tobacconist in your state.
Mission
A state specific independent tobacconist retail group provides leadership for professional retail tobacconists
and promotes the interests of businesses across the state through education, advocacy, and influencing policy.
Goals
• To unite retailers to work toward common goals that affect professional retail tobacconists in your state.
• To recruit and retain members who will have an active grassroots presence in your state.
• To organize fundraisers in order for a state association to have the resources to operate effectively.
• To employ a lobbyist to advocate on behalf of retail tobacconists in your state capitol.
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ESTABLISHING A STATE ASSOCIATION
Section 501(c)(6) of the Internal Revenue Code provides a federal tax exemption for business leagues that
are not organized for profit and serve to promote the common interests of the organization. When IPCPR
members in a state decide to formally establish a state association, they must incorporate as a 501(c)(6).
The steps that must be completed to acquire 501(c)(6) status are listed below. It is recommended that you
obtain legal counsel in order to assist with planning, incorporating, and operating your state association
within the confines of the law.
STEP 1
Create a mission statement and a name for your state association. Your mission statement should lay out,
in detail, the purpose of your 501(c)(6) organization and the basic methods and actions it will use to carry
out that purpose. The name of your state association should succinctly reflect its purpose.
STEP 2
Draft bylaws, coupled with a thorough budget breakdown, to ensure smooth operation of your 501(c)(6).
Have these elements prepared and written in hard copy before beginning incorporation. Sample bylaws
can be found in Appendix A.
STEP 3
Organize a board of directors. Via personal and group interviews, ensure that each board member has the
proper background, experience, and perspective to lead your state association. Each state requires a different
number of board members for 501(c)(6) organizations, but most states require a minimum of three.
STEP 4
Apply for an Employer Identification Number (EIN). You can do this online on the IRS website.
Immediately following IRS verification of your online application, you will receive your organization’s
EIN. Use the EIN to open bank accounts, obtain business licenses, and file tax returns. If you do not have
online access, you can submit a paper request by filing Form SS-4.
STEP 5
Obtain Articles of Incorporation for a nonprofit organization from your State Secretary or Attorney
General’s office. Complete the articles and file them with the State Secretary or Attorney General, and pay
any associated fees. Sample Articles of Incorporation can be found in Appendix A.
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STEP 6
Apply for tax-exempt status by filing IRS Form 1024, “Application for Recognition of Exemption Under
Section 501(a).”. Include a completed copy of IRS Form 8718, the “Exempt Organization Determination
Letter Request.” Have someone with the power of attorney sign the application, include proof of your
EIN, submit the forms, and pay the associated fees.
STEP 7
Contact your local, county, and state departments of revenue. Ask about filing for tax-exempt status on
each level, and follow the given instructions. Each department of revenue determines its own application
process, so procedures may vary.
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MEMBERSHIP RECRUITMENT AND RETENTION
MEMBERSHIP ELIGABILITY
Eligible businesses are licensed tobacco retailers whose primary function is the sale of premium pipes, pipe
tobacco, cigars, and related accessories. In order to join the state association, businesses must also be a
current IPCPR member.
STEP 1: CONTACT POTENTIAL MEMBERS
Send an initial recruitment letter and membership application to targeted members. Use looming political
crises and examples of the benefits a state association membership can provide to encourage potential
members to join.. A sample application and recruitment letter can be found in Appendix B.
STEP 2: BUILD MEMBER DATABASE
Maintaining an up-to-date list of your state association members is critical for regular member
communication, mobilization, and invoicing. Contact [email protected] to obtain a list of current IPCPR
members in your state.
STEP 3: DEVELOP DUES STRUCTURE
Once you have established a membership base, you must develop a sustainable dues structure to support your
state association’s goals. Keep in mind that dues will likely have to be supplemented by organization fundraisers
in order to afford lobbyist fees. Explain the dues structure to members and provide information on the various
benefits supported by these fees. State associations typically invoice their members on an annual basis.
STEP 4: COMMUNICATE AND ENCOURAGE INVOLVEMENT
Schedule regular conference calls to ensure state association members remain informed and engaged.
Develop an agenda prior to conducting meetings over the phone to ensure efficiency. Also, utilize email for
regular member communication. Be sure to publicize needs and successes to members.
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FUNDRAISING
Fundraising plays a significant role in your state association’s capacity to serve its members. Now that your
state association is formally established, annual dues provide a consistent revenue stream. However, this
may not provide sufficient revenue when your association retains a state lobbyist. Lobbying retainers can
vary between $20,000 and $60,000 annually. Effective fundraising is necessary to cover this substantial
cost. Below you will find suggested steps to plan a successful fundraising initiative.
STEP 1: SET GOALS
Examine your yearly operating budget and determine a reasonable monetary goal for your fundraiser.
STEP 2: PLAN A BUDGET
Your major expenses, depending on your existing assets and donations, are likely to include venue rental, food
and beverages, decorations, A/V system, and printed materials. Run some numbers to make sure your event
will be profitable. Depending on the venue, know your approximate cost and number of potential attendees
to calculate an appropriate ticket price. You need to make a profit and also have a widely attended event.
STEP 3: CHOOSE TYPE OF FUNDRAISER
Consider the most effective event for your area and clientele. You know your customers, so offer an event
that will be a draw. Two successful and proven methods currently used by IPCPR state associations are
cigar dinners and golf events. State associations often diversify revenue by including live and silent auctions
and raffles at these events.
STEP 4: SET A DATE AND LOCATION
Location is a major factor in the success of your event. Consider a location that is central to maximize
participation by your state association members and their respective customers. Venues should be smoker
friendly and large enough to accommodate your intended audience, food and beverages, auctions items, and
other entertainment. Many venues maybe receptive to the cause. Be sure to use your community connections
to obtain the best possible deal. Plan your event date according to sales to ensure maximum participation.
STEP 5: SEND INVITATIONS, SELL TICKETS, AND PROMOTE EVENT
The goal of your fundraiser is to attract broad participation from state association members’ customer bases,
community supporters, and other targeted attendees. To publicize your event, send members a Save the Date
email as soon as you’ve got the basic date, time, and location finalized. Follow those with printed invitations,
approximately 60 days before the event. Ask guests to RSVP by buying tickets ahead of time to avoid
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registration on the day of the event. All state association members should be active in promoting the event at
their shops and selling tickets in order to make the event a success. You can utilize online ticket sales websites
like www.eventbrite.com. Be sure to invite local politicians to the fundraiser. You are your own best advocate.
STEP 6: SOLICIT DONATAIONS OF GOODS AND SERVICES
State association members should begin soliciting donations as soon as you determine the date of your
event. Consider donations of food and beverage, venue, entertainment, etc. by community supporters. You
are also encouraged to diversify revenue by including an auction or raffle. The key to making your auction
or raffle profitable is to auction off mostly or entirely donated goods. Even items that attract low bids are
pure profit for you. Remember, you are not limited to cigar-related items. However, these will likely be the
easiest for you to solicit. Contact manufacturers and sales representatives to ask for auction donations—
such as accessories and boxes of cigars—as well as cigars for each participant. Other popular items include
tickets for travel, recreation, and sports; sports memorabilia; gift certificates for dining, culture, and
entertainment; spa gift services; arts and crafts and home décor; electronics; and professional services. If
possible, prepare at least one or two big-ticket items.
Sample fundraising materials can be found in Appendix C.
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HIRING A LOBBYIST
State legislatures introduce hundreds of bills related to tobacco each year. Keeping tabs on all of this
legislative activity can be a daunting and extremely time-consuming task. Since IPCPR members already
have very demanding full-time careers running their stores, it can be very difficult to find a volunteer that can
devote full-time attention to advancing a state association’s agenda in the state capitol. Hiring a lobbyist is the
single most important step you can take to ensure the interests of your state association are represented in the
state capitol. Your lobbyist is an activist who attempts to influence public policy in a direction favorable to the
group’s members. Lobbyists maintain key relationships with those who influence and establish public policy,
and have the knowledge and experience to bring your issue to key legislators, committees, and government
agencies. When you are ready to begin your lobbyist search, contact [email protected] for assistance.
STRATEGY
Lobbyists can help transform the goals of your state association into an implementable legislative strategy
given the current political landscape.
EDUCATION
A lobbyist will help educate policymakers about your concerns and familiarize them with premium
tobacco industry. This process is critical to preventing onerous regulations and preserving the future of
small businesses in your state
REPRESENTATION
There is no replacement for having a representative in the center of political influence, advocating for your
interests with a daily presence at the state capitol. Having full-time representation builds your credibility
and demonstrates your commitment to your issue.
RELATIONSHIPS
A lobbyist should have relationships and a network of contacts. They should know which elected officials
to contact for your specific issue and to get results. Knowing leadership, key committee chairpersons, and
their staff is critical to accomplish your agenda.
MEETINGS AND FACE TIME
You are your own best advocate. As a small business owner, your input matters to elected officials. A
lobbyist should be able to get you strategic face time with legislative players that matter.
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LOBBYIST RESPONSIBILITIES
• Create and implement strategies
• Meet with policymakers
• Prepare position papers
• Draft legislative and regulatory language
• Assist in group’s testimony before legislative committees and agencies
• Build coalitions with stakeholders, lobbyists, and groups with common interests
• Help raise you association and industry profile among decision makers
• Raise issue awareness
• Track and monitor legislation
• Conduct legislative research and analysis
• Keep you informed
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JOINT FUNDING PROGRAM
As part of the IPCPR’s efforts to support new and existing state associations, we provides financial
assistance for the retention of in-state lobbyists by individual state associations. Representatives of IPCPR’s
State Government Affairs Department will work with each state association to assist them in finding
qualified representation. While circumstances differ from state-to-state, it is our goal to establish in each
state a stable, long-term lobbying relationship to represent the interests of premium cigar and pipe retailers.
The initial IPCPR financial assistance could run as high as 70% of the total lobbying retainer, and the
state association is responsible for the remaining balance. This contribution is adjusted yearly as the state
association becomes established and meets fundraising goals.
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STATE ASSOCIATION
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CONTACT INFORMATION
Matt Dogali
Senior Director of State Legislative Affairs
Phone 202-999-9776
Email [email protected]
Rachel Hyde
Legislative Affairs Manager
Phone 434-989-6492
Email [email protected]
COMPANY INFORMATION
International Premium Cigar and Pipe Retailers Association
513 Capitol Court NW
Washington, DC 20002
Phone 706-494-1143
Fax 706-494-1893
Website: www.ipcprlegislative.org
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STATE ASSOCIATION DIRECTORY
Alabama Tobacconist Association
Harris Saunders, Birmingham Cigars
205-991-3270 | [email protected]
Idaho Premium Cigar Council
Steve D’Avanzo, Treasure Valley Smoke Shop
Alaska Premium Tobacconists Council
Roger Penrod, G & P Fine Tobaccos Limited
Cigar Association of Illinois
Julie Neumann, Neumann’s Cigars & More
Arizona Premium Cigar & Pipe Council
Rick Hopkins, Ye Olde Pipe & Tobacco
Indiana Premium Cigar Dealers Association
Tom Ashby, Cigar! Cigar!
Arkansas Premium Cigar Council
Michael Peace, Maduro Cigar Bar & Lounge
Iowa Premium Cigar Council
Greg David, David’s Briar Shop
California Premium Tobacconists Association
Rob Cherep, Casa Belicoso Cigar Lounge
Kansas Premium Cigar Coalition
Tom Jacob, Cigar Chateau
Colorado Premium Cigar Association
Veronica Fenner, Stag Tobacconist
Kentucky Premium Cigar Council
Jim Clark, Strauss Tobacconist
Connecticut Premium Cigar Retailers Association
Brian Shapiro, Cigar Factory Outlet
Louisiana Independent Tobacconist Association
Sarah Betz, Bayou Tobacco
Florida Premium Cigar Council
Mike Howe, Tampa Humidor
Georgia Premium Retail Tobacconists Association
Glynn Segars, The Cigar Shop
Maine Premium Cigar Council
Daniel Ducharme, DAD’s Smoke Shop, LLC
Premium Cigar Retailers Association of Maryland
Paul Spence, W. Curtis Draper Tobacconist Bethesda
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Massachusetts Tobacco Retailer’s Association
Karin Tranghese, Cigar Room II
Associated Retail Tobacco Stores of New Jersey
Gary Kolesaire, The Tobacco Shop
Michigan Premium Cigar & Pipe Retailers
Mike Nolan, Nolan’s Tobacco
New Mexico Premium Cigar Council
Matthew Monte, Monte’s
Association of Minnesota Premium Cigar Retailers
Mark Wolk, Stogies on Grand
New York Tobacconist Association
Rob Roth, Nice Ash Cigars & Lounge
Mississippi Premium Cigar Council
Brad Stephens, Havana Smokeshop
North Carolina Premium Cigar Association
Ben Anstead, Anstead’s Tobacco Company
Missouri Cigar Association
Gerard Ezvan, Jon’s Pipe Shop
North Dakota Premium Cigar Council
Todd Pryor, Great Plains Smoke Shop
Montana Premium Cigar Council
Scott Godfrey, Stogies
Ohio Premium Cigar and Pipe Association
Jim Clark, Straus Tobacconist
Nebraska Premium Tobacco Association
Jeff Dahl
Safari Cigar
Oregon Premium Retail Tobacconists Association
Suzanne Kelso, Specialty Cigars Int’l, Inc.
Nevada Premium Cigar Council
Dion Giolito, Fumare Cigar Boutique of Reno
Pennsylvania Premium Cigar Retailers Association
Greg Zimmerman, The Tobacco Company
Cigar Association of New Hampshire
Kurt Kendall, Twins Smoke Shop
Rhode Island Premium Cigar Council
Paul Joyal, Ocean State Cigars
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Cigar Association of South Carolina (CASC)
Nick Goebel, Nick’s Cigar World
Cigar Association of Washington
Joe Arundel, Rain City Cigar
South Dakota Premium Cigar Council
Vaughn Boyd, Deadwood Tobacco Co. & Cigar Bar
West Virginia Premium Cigar Council
Ed Trout, King Street Emporium
Texas Cigar Merchants Association
Matt Bedosky, Club Calypso
Cigar Store Alliance of Wisconsin
Jeff Barta, Nice Ash
Cigar Association of Virginia (CAV)
Shorty Koebel, Havana Connections
Wyoming Premium Tobacconist Council
Eric Smaldino, Tobacco Row
Washington DC Premium Cigar Association
Matt Krimm, W. Curtis Draper
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APPENDIX A-1:
SAMPLE BYLAWS
BYLAWS OF NORTH CAROLINA PREMIUM CIGAR ASSOCIATION
TABLE OF CONTENTS
ARTICLE I
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Section 23.
Section 24.
Section 25.
MEMBERS......................................................................................... 1
Classes......................................................................................................1
Qualifications and Rights.........................................................................1
Election....................................................................................................1
Applications.............................................................................................1
Representatives.........................................................................................1
Terms.......................................................................................................1
Dues.........................................................................................................2
Membership Certificates...........................................................................2
Transfer....................................................................................................2
Resignation..............................................................................................2
Disqualification........................................................................................2
Expulsion.................................................................................................2
Annual Meetings......................................................................................2
Special Meetings.......................................................................................2
Place of Meetings.....................................................................................2
Notice......................................................................................................2
Waiver of Notice......................................................................................3
Action without Meeting...........................................................................3
List of Members.......................................................................................3
Determination of Members of Record......................................................4
Conduct of Meetings................................................................................4
Proxies......................................................................................................4
Procedure at Meetings..............................................................................4
Quorum and Voting.................................................................................4
Adjournments..........................................................................................4
ARTICLE II
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
DIRECTORS...................................................................................... 5
General Authority....................................................................................5
Number...................................................................................................5
Qualifications...........................................................................................5
Election....................................................................................................5
Terms.......................................................................................................5
APPENDIX A-1:
SAMPLE BYLAWS
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Section 20.
Section 21.
Section 22.
Section 23.
Resignation..............................................................................................5
Disqualification........................................................................................5
Removal...................................................................................................6
Vacancies..................................................................................................6
Regular Meetings.....................................................................................6
Special Meetings.......................................................................................6
Place of Meetings.....................................................................................6
Notice of Meetings...................................................................................6
Waiver of Notice......................................................................................6
Action without Meeting...........................................................................7
Conduct of Meetings................................................................................7
Procedure at Meetings..............................................................................7
Participation by Conference Telephone....................................................7
Quorum...................................................................................................7
Committees..............................................................................................7
Advisory Boards.......................................................................................8
Terms of Members of Committees and Advisory Boards..........................8
Conflicts of Interest..................................................................................8
ARTICLE III OFFICERS AND EMPLOYEES......................................................... 8
Section 1. Generally..................................................................................................8
Section 2. President..................................................................................................9
Section 3. Vice Presidents.........................................................................................9
Section 4. Secretary...................................................................................................9
Section 5. Treasurer..................................................................................................9
Section 6. Executive Director....................................................................................9
Section 7. Employees................................................................................................9
Section 8. Delegation of Power...............................................................................10
Section 9. Terms.....................................................................................................10
Section 10. Resignation............................................................................................10
Section 11. Removal.................................................................................................10
Section 12. Execution of Instruments.......................................................................10
Section 13. Proxies....................................................................................................10
Section 14. Salaries...................................................................................................10
ARTICLE IV SEAL................................................................................................. 11
ARTICLE V AMENDMENTS.............................................................................. 11
APPENDIX A-1:
SAMPLE BYLAWS
ARTICLE I
MEMBERS
Section 1. Classes. The corporation shall have two classes of members of which one shall be designated as
Regular Members, and the other as Associate Members.
Section 2. Qualifications and Rights. Set forth below are the qualifications and rights of the members
of each class:
(i) R
egular Members. Regular Members shall be persons engaged in business in the State of North
Carolina as premium tobacconists. Each Regular Member shall be entitled at a meeting of the
members to one vote on each matter to be voted on at the meeting and to one vote for as many
individuals as there are directors to be elected at the meeting.
(ii) A
ssociate Members. Associate Members shall be persons engaged in businesses within or
without the State of North Carolina that are ancillary or complementary to the premium
tobacconist business, including, without limitation, the businesses of manufacturing and
distributing tobacco products of all kinds, or whose interests and objectives are consistent with
the purposes of the corporation. Associate Members shall not be entitled to vote.
Section 3. Election. Members shall be elected by the directors.
Section 4. Applications. Applications for membership shall be in writing and shall be in such form and
contain such information as the directors may deem appropriate.
Section 5. Representatives. Each member, other than a member who is an individual, shall by written
notice to the board of directors, the President or the Secretary designate as its representative an individual
who shall be authorized to act on behalf of such member. Any member may at any time by written notice
to the board of directors, the President or the Secretary remove any representative designated by such
member and designate a replacement of or successor to the same.
Section 6. Terms. The terms or periods of membership of members or of any class of members shall
be such as may be prescribed by the directors, or if no terms are prescribed, until such time as members
resign, be disqualified or be expelled.
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Section 7. Dues. Members shall pay such membership dues, fees and other charges as may be prescribed
and assessed by the directors.
Section 8. Membership Certificates. The corporation may, but need not, issue membership certificates
to members. Each membership certificate issued by the corporation shall be executed in the name of the
corporation by the President and sealed with the seal of the corporation or a facsimile thereof.
Section 9. Transfer. Memberships shall not be transferred or assigned.
Section 10. Resignation. Members may resign by written notice delivered to the board of directors, the
President or the Secretary. Notice of resignation shall be effective when delivered unless the notice specifies
a later effective date.
Section 11. Disqualification. Members who fail to meet or satisfy any qualifications of membership or
to pay, when due, any membership dues, fees or other charges prescribed and assessed by the directors shall
be disqualified.
Section 12. Expulsion. Members may be expelled, with or without cause, by the affirmative vote of a
majority of the directors.
Section 13. Annual Meetings. An annual meeting of the members shall be held on the first Wednesday
in April of each year (and if such day is a legal holiday, on the next business day) for the purpose of
electing directors and transacting such other business as may properly come before the meeting.
Section 14. Special Meetings. A special meeting of the members shall be held on the call of the President
or the board of directors or within 30 days after the holders of at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and
deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose
or purposes for which it is to be held.
Section 15. Place of Meetings. Meetings of the members shall be held at such place, within or without
the State of North Carolina, as the board of directors may designate from time to time.
Section 16. Notice. Written notice of the date, time and place of each meeting of the members and,
in the case of a special meeting (or if required by law, the articles of incorporation or these bylaws), the
purpose or purposes for which the meeting is called shall be given to each member entitled to vote at the
meeting. Notice shall be given by personal delivery, mail or facsimile telecommunication or other form
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of electronic transmission consented to by the member to whom the notice is given, by or at the direction
of the officer or persons calling the meeting, not more than 60 days nor less than ten days before the date
of the meeting (except that such notice shall be given to each member entitled to vote not less than 25
days before a meeting called to act on an amendment to the articles of incorporation, a plan of merger
or share exchange, a proposed sale, lease, exchange or other disposition of all, or substantially all, of the
property of the corporation other than in the usual and regular course of business, or the dissolution of the
corporation, which notice shall be accompanied by a copy of the proposed amendment, plan of merger
or share exchange, agreement of sale or plan of dissolution, as the case may be). Notice to a member shall
be deemed given: (i) if personally delivered, when received; (ii) if mailed, when mailed by first-class mail,
postpaid and correctly addressed, to the member’s address shown in the current record of member of the
corporation; and (iii) if by facsimile telecommunication or other form of electronic transmission, when
directed to a facsimile telecommunication number or electronic mail address at which the member has
consented to receive notice.
A member’s attendance at a meeting waives objection to: (i) lack of notice or defective notice of the
meeting, unless at the beginning of the meeting the member objects to holding the meeting or transacting
business at the meeting; and (ii) consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the notice of the meeting, unless the member objects to considering the
matter when it is presented.
Section 17. Waiver of Notice. Notice of any meeting may be waived before or after the date and time
of the meeting in a writing signed by the member entitled to notice and delivered to the Secretary for
inclusion in the minutes of the meeting or filing with the corporate records.
Section 18. Action without Meeting. Any action required or permitted by law to be taken at a meeting
of the members may be taken without a meeting if the action is taken by all of the members entitled
to vote on the action. The action shall be evidenced by one or more written consents or electronic
transmissions describing the action taken, signed by all the members entitled to vote thereon and delivered
to the Secretary for inclusion in the minutes or filing with the corporate records.
Section 19. List of Members. At least ten days before each meeting of the members, the officer or agent
having charge of the membership records of the corporation shall prepare a complete, alphabetical list
of the members who are entitled to vote at the meeting, including the address of each such member and
the number of votes each such member is entitled to cast at the meeting. The officer or agent shall also
prepare, on a current basis through the time of the meeting, a list of members, if any, who are entitled to
vote at the meeting, but are not entitled to notice of the meeting. This list shall be prepared on the same
basis and be part of the list of members. Beginning two business days after notice is given of the meeting
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for which the list was prepared and continuing through the meeting, the list of members shall be available
at the corporation’s principal office for inspection by any member at any time during usual business hours.
Such list shall also be available at the meeting and shall be subject to inspection at any time during the
meeting or any adjournment by any member or representative of such member.
Section 20. Determination of Members of Record. The membership records may be closed by order
of the board of directors for not more than 70 days for the purposes of determining members entitled to
notice of or to vote at any meeting of the members or any adjournment thereof (or in order to make a
determination of members for any other purpose). In lieu of closing such records, the board of directors
may fix in advance as the record date for any such determination a date not more than 70 days before the
date on which such meeting is to be held (or other action requiring such determination is to be taken).
If the records are not thus closed or the record date is not thus fixed, the record date shall be the close of
business on the day before the effective date of the notice to members.
Section 21. Conduct of Meetings. The President, or in his absence a Vice President, if any, shall act as
chairman of and preside over meetings of the members. If no such officer is present, the meeting shall
elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as the secretary of
such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.
Section 22. Proxies. A Regular Member may appoint a proxy to vote or otherwise act for him by signing
and dating an appointment form, either personally or by his attorney-in-fact. No appointment of proxy
shall be valid after the expiration of 11 months from the date of its execution, unless otherwise provided
therein. Every appointment of proxy shall be revocable by the Regular Member executing it, unless the
appointment form conspicuously states that it is irrevocable and that it is coupled with an interest in
accordance with law.
Section 23. Procedure at Meetings. The procedure at meetings of the members shall be determined
by the chairman and the vote on all questions before any meeting shall be taken in such manner as the
chairman may prescribe.
Section 24. Quorum and Voting. A quorum at any meeting of members shall be ten percent of the Regular
Members present in person or by proxy. If a quorum exists, action on a matter is approved by a majority of
the votes cast, unless a greater vote is required by law or the articles of incorporation (except that in elections
of directors those receiving the greatest number of votes shall be elected even though less than a majority).
Section 25. Adjournments. A majority of the Regular Members present in person or by proxy, even
though less than a quorum, may adjourn the meeting to a fixed time and place. If a meeting of the
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SAMPLE BYLAWS
members is adjourned to a date more than 120 days after the date fixed for the original meeting, notice
of the adjourned meeting shall be given as in the case of the original meeting. If a meeting is adjourned
for less than 120 days, no notice of the date, time or place of the adjourned meeting or, in the case of
a special meeting, the purpose or purposes for which the meeting is called, need be given other than
by announcement at the meeting at which the adjournment is taken, prior to such adjournment. If a
quorum shall be present at any adjourned meeting, any business may be transacted which might have been
transacted if a quorum had been present at the meeting as originally called.
ARTICLE II
DIRECTORS
Section 1. General Authority. Except as expressly provided in the articles of incorporation or these
bylaws, all corporate powers of the corporation shall be exercised by or under the authority of, and the
business and affairs of the corporation managed under the direction of, the board of directors.
Section 2. Number. The board of directors shall consist of a minimum of three and a maximum of
[_____] individuals. The number of directors may be fixed or changed from time to time, within the
minimum and the maximum, by the affirmative vote of a majority of the directors of the corporation.
Section 3. Qualifications. Directors shall be individuals who are [Regular] Members or representatives of
[Regular] Members. Directors [shall/need not] be residents of the State of North Carolina.
Section 4. Election. Directors, other than initial directors and directors elected to fill vacancies in the
board of directors, shall be elected at the annual meeting of the members by the Regular Members.
Section 5. Terms. Initial directors shall hold office until the first annual meeting of the members of the
corporation or until their respective successors are elected and qualify. Directors, other than the initial
directors, shall hold office until the next annual meeting of the members of the corporation following their
election or until their respective successors are elected and qualify.
Section 6. Resignation. Directors may resign at any time by written notice delivered to the board of
directors, the President or the Secretary. Notice of resignation shall be effective when delivered unless the
notice specifies a later effective date.
Section 7. Disqualification. Directors who fail to meet or satisfy any qualification of directors shall
be disqualified.
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APPENDIX A-1:
SAMPLE BYLAWS
Section 8. Removal. At a meeting of members called and noticed expressly for that purpose a director
may be removed, with or without cause, if the number of votes cast to remove him constitutes a majority
of the votes entitled to be cast at an election of directors.
Section 9. Vacancies. Vacancies in the board of directors resulting from the resignation, removal or death
of directors or an increase in the number of directors may be filled at a meeting of the directors by the
affirmative vote of a majority of the remaining directors, even though less than a quorum, unless sooner
filled by the members.
Section 10. Regular Meetings. Regular meetings of the directors may be held without notice at the
registered office or principal office of the corporation or at such other place, within or without the State
of North Carolina, as the board of directors may designate from time to time. A regular meeting of the
directors shall be held as soon as practicable after each annual meeting of the members for the purpose of
appointing officers and transacting such other business as may properly come before the meeting.
Section 11. Special Meetings. Special meetings of the directors may be held at any time at the call of the
President or any [three] of the directors.
Section 12. Place of Meetings. Meetings of the directors shall be held at such place, within or without
the State of North Carolina, as the board of directors may designate from time to time.
Section 13. Notice of Meetings. Notice of the date, time and place of each meeting of the directors and, in
the case of a special meeting, the purpose or purposes of the meeting, shall be given to each director not less
than two days prior to the date of the meeting. Notice to a director shall be in writing and shall be deemed
given and received when personally delivered or mailed by first class mail to the director at the director's
address as reflected in the records of the corporation or, if the director has consented to receive notice of
meetings of the directors by facsimile telecommunication or other form of electronic communication,
when directed by facsimile telecommunica¬tion or other form of electronic communication to a facsimile
communication number or electronic mail address at which the director has consented to receive notice.
A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless
he at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to the action taken at the meeting.
Section 14. Waiver of Notice. Notice of any meeting of the directors may be waived before or after the
date and time of the meeting in a writing signed by the director entitled to notice and delivered to the
Secretary for inclusion in the minutes of the meeting or filing with the corporate records.
A-1 | 6
APPENDIX A-1:
SAMPLE BYLAWS
Section 15. Action without Meeting. Any action required or permitted by law to be taken at a meeting
of the directors may be taken without a meeting if the action is taken by all of the directors. The action
shall be evidenced by one or more written consents stating the action taken, signed by each director either
before or after the action taken, and included in the minutes or filed with the corporate records reflecting
the action taken.
Section 16. Conduct of Meetings. The President, or in his absence a Vice President, if any, shall act as
chairman of and preside over meetings of the directors. If no such officer is present, the directors present at
the meeting shall elect a chairman. The Secretary, or in his absence an Assistant Secretary, if any, shall act as
secretary of such meetings. If no such officer is present, the chairman shall appoint a secretary of the meeting.
Section 17. Procedure at Meetings. The procedure at meetings of the directors shall be determined
by the chairman, and the vote on all matters before any meeting shall be taken in such manner as the
chairman may prescribe.
Section 18. Participation by Conference Telephone. The board of directors may permit any or all
directors to participate in a meeting of the directors by, or conduct the meeting through the use of,
conference telephone or any other means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a meeting by such means
shall be deemed to be present in person at the meeting. When a meeting is so conducted, a written record
shall be made of the action taken at such meeting.
Section 19. Quorum. A quorum at any meeting of the directors shall be a majority of the number of
directors in office immediately before the meeting begins. Except as otherwise provided by law, the articles
of incorporation or these bylaws, the affirmative vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the board of directors.
Section 20. Committees. The board of directors may create such committees of the board of directors
as the board of directors may deem necessary or advisable from time to time. Each such committee shall
have and may exercise such authority as may be specified by the board of directors except to the extent
prohibited or restricted by law, the articles of incorporation or these bylaws. Each such committee shall be
composed of the President and such other directors as may be appointed by the board of directors.
The provisions of Sections 10 through 19 of this Article, which provide for, among other things, meetings,
action without meetings, notice and waiver of notice, quorum and voting requirements of the board of
directors, shall apply to committees and their members as well.
A-1 | 7
APPENDIX A-1:
SAMPLE BYLAWS
Section 21. Advisory Boards. The board of directors may create or may recognize such advisory boards,
committees or groups as it may deem necessary or appropriate. The purpose of any such board, committee
or group shall be to advise any or all of the board of directors, any committee of the board of directors and
the officers and members of the corporation upon or with respect to such matters as the board of directors
may deem desirable. Any advice, recommendation or position given, made or taken by any such advisory
board, committee or group on or with respect to any matter shall be given such consideration as the person
or persons receiving the same may deem appropriate but shall not be binding upon such person or persons.
Each such board committee or group shall be composed of such individuals, including, without limitation,
directors, as may be appointed by the board of directors.
Section 22. Terms of Members of Committees and Advisory Boards. The terms of members of
committees of directors and of advisory boards, committees and groups shall expire at the first regular
meeting of the directors held after the first annual meeting of the members following their appointment.
Section 23. Conflicts of Interest. No transaction with the corporation in which a director or a member
of which a director is a representative has a direct or indirect interest shall be void or voidable by the
corporation solely because of the interest of such director or member in the transaction if any one of the
following is true: (i) the material facts of the transaction and the interest of the director or member are
disclosed or known to the board of directors or a committee of the board of directors, and the transaction
was authorized, approved or ratified by the affirmative vote of a majority of the directors on the board
of directors, or on the committee, who have no direct or indirect interest in the transaction; provided,
however, that a transaction shall not be authorized, approved or ratified by a single director; or (ii) the
material facts of the transaction and the interest of the director or member are disclosed or known to the
members entitled to vote, and the transaction is authorized, approved or ratified by the vote of a majority
of the members other than the director or member that has a direct or indirect interest in the transaction;
or (iii) the transaction is fair to the corporation.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 1. Generally. The officers of the corporation shall be a President, a Secretary and a Treasurer,
each of whom shall be appointed by the directors at the organizational meeting of the directors and at
a regular meeting of the directors held as soon as may be practicable after each annual meeting of the
members or, if a vacancy shall exist in any such office, at a special meeting of the directors held as soon
as may be practicable after the resignation, death or removal of the officer theretofore holding the same.
The board of directors or the President may also at any time appoint one or more Vice Presidents or other
officers and assistant officers and fill any vacancy that may exist in any such office as a result of the death,
resignation or removal of the officer holding the same. Any officer may hold more than one office. Each
A-1 | 8
APPENDIX A-1:
SAMPLE BYLAWS
officer shall have the authority and perform the duties which pertain to the office held by him, or as set
forth in these bylaws or, to the extent consistent with these bylaws, such duties as may be prescribed by the
board of directors or the President.
Section 2. President. The President shall be the chief executive officer of the corporation. The President
shall have general supervision over, responsibility for and control of the other officers, agents and
employees of the corporation. The President shall act as chairman of and preside over meetings of the
members and directors and shall perform, to the extent consistent with these bylaws, such duties as may be
conferred upon him by the board of directors.
Section 3. Vice Presidents. Each Vice President shall perform, to the extent consistent with these bylaws,
such duties as may be prescribed by the board of directors or the President. In the event of and during the
absence, disqualification or inability to act of the President, the Vice Presidents, in the order designated
by the board of directors from time to time (and if no such designation is made, in the order of their
appointment as Vice Presidents), shall have the authority and perform the duties of the President.
Section 4. Secretary. The Secretary shall have the responsibility for preparing and maintaining custody
of minutes of meetings of the members and directors in a book or books kept for that purpose and the
responsibility for authenticating records of the corporation. The Secretary shall maintain a record of members of
the corporation, giving the names and addresses of all members and the class of membership of each member.
Section 5. Treasurer. The Treasurer shall be the chief financial officer of the corporation. The Treasurer
shall have the custody of all moneys and securities of the corporation and shall deposit the same in the
name and to the credit of the corporation in such depositories as may be designated by the board of
directors and, unless otherwise prescribed by the board of directors or the President, shall maintain the
books of account and financial records.
Section 6. Executive Director. The board of directors may, but shall not be required to, employ or
authorize the President to employ an individual to serve as the Executive Director of the corporation.
The Executive Director shall be an employee of the corporation and shall perform such duties and shall
have such authority, as may be required of, or conferred upon, him by the President or the board of
directors. The Executive Director may, but need not be, a member of the corporation.
Section 7. Employees. The board of directors may but shall not be required to, employ or authorize the
President to employ or engage such employees and agents as the board of directors or the President may
deem necessary or desirable to further the purposes of the corporation.
A-1 | 9
APPENDIX A-1:
SAMPLE BYLAWS
Section 8. Delegation of Power. In the event of and during the absence, disqualification or inability to
act of any officer other than the President, such other officers or employees as may be designated by the
directors or by the President shall have the authority and perform the duties of such officer.
Section 9. Terms. Officers shall hold office until the first regular meeting of the directors held after each
annual meeting of the members, or for such longer or shorter term as the directors may specify, and until
their respective successors are appointed.
Section 10. Resignation. Officers may resign at any time by delivering written notice to the board of
directors, the President or the Secretary. A resignation shall be effective when delivered unless the notice
specifies a later effective date.
Section 11. Removal. Officers may be removed, with or without cause, at any time by the board of directors
and officers or assistant officers, if appointed by another officer, may likewise be removed by such officer.
Section 12. Execution of Instruments. Checks, drafts, notes and orders for the payment of money shall
be signed by such officer or officers or such other individual or individuals as the board of directors may
from time to time authorize, and any endorsement of such paper in the ordinary course of business shall be
similarly made, except that any officer or assistant officer of the corporation may endorse checks, drafts or
notes for collection or deposit to the credits of the corporation. The signature of any such officer or other
individual may be a facsimile when authorized by the board of directors.
Section 13. Proxies. Unless otherwise prescribed by the board of directors, the President may from time
to time himself, by such proxy or proxies, attorney or attorneys, agent or agents of the corporation as he
shall designate in the name and on behalf of the corporation, cast the votes to which the corporation may be
entitled as a shareholder or otherwise in any other corporation, at meetings, or consent in writing to any action
by any such other corporation; and he may instruct the individual or individuals so appointed as to the manner
of casting such votes or giving such consent, and execute or cause to be executed on behalf of the corporation
such written proxies, consents, waivers or other instruments as he may deem necessary or desirable.
Section 14. Salaries. At the direction of the board of directors, reasonable compensation and reasonable
benefits may be paid to or conferred upon officers, employees and agents of the corporation who, in
furtherance of the purposes of the corporation, provide services to or on its behalf.
A-1 | 10
APPENDIX A-1:
SAMPLE BYLAWS
ARTICLE IV
SEAL
The seal of the corporation shall be a flat-face circular die containing the name of the corporation, of
which there may be any number of counterparts or facsimiles, in such form as the board of directors shall
from time to time adopt.
ARTICLE V
AMENDMENTS
These bylaws may be amended: (i) by the directors or in lieu thereof in writing by the number or
proportion of members entitled to call a special meeting to consider such amendment; (ii) by the members
entitled to vote thereon by two-thirds of the votes cast or a majority of the votes entitled to be cast on the
amendment, whichever is less; and (iii) in writing by any person or persons whose approval is required by a
provision of the articles of incorporation.
A-1 | 11
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
ARTICLES OF INCORPORATION
OF NORTH CAROLINA PREMIUM CIGAR ASSOCIATION
ARTICLE I
NAME
The name of the corporation is North Carolina Premium Cigar Association.
ARTICLE II
PURPOSES
Section 1. General Purposes. The corporation is organized and shall be operated for the purposes of: (i)
protecting and improving the premium tobacconist business in the State of North Carolina and enhancing
its public image; (ii) protecting and advancing the interests of owners, operators, suppliers and customers
of premium tobacconists in the State of North Carolina; (iii) encouraging a legislative and regulatory
climate for reasonable regulation of the premium tobacconist business in the State of North Carolina; (iv)
supporting the enactment of reasonable laws and regulations governing the premium tobacconist business
in the State of North Carolina and cooperating with public officials responsible for the administration of
such laws and regulations; (v) engaging in the exchange and dissemination of information concerning
the premium tobacconist business in the State of North Carolina; (vi) promoting public awareness of the
importance of the premium tobacconist business in the State of North Carolina and of the rights and
responsibilities of those engaged in such business and their customers; and (vii) promoting and supporting
of programs for the education of public officials and members of the public as to the value and significance
of tobacco and tobacco products in the economy, history and culture of the State of North Carolina.
Section 2. No Private Inurement. No part of the assets or net earnings of the corporation shall inure to
the benefit of, or be distributable to, any director or officer of the corporation or any private individual
(except that reasonable compensation may be paid for services rendered to or for the corporation affecting
one or more of its purposes and benefits may be conferred that are in conformity with said purposes),
and no director or officer of the corporation or any private individual shall be entitled to share in the
distribution of any of the corporate assets on dissolution of the corporation.
Section 3. Dissolution. Upon dissolution of the corporation, the directors shall, after paying or making
provisions for the payment of all the liabilities of the corporation, dispose of all of the assets of the
corporation exclusively for the purposes of the corporation in such manner as the directors may determine
or to such organization or organizations organized and operated exclusively for charitable, scientific or
educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and
A-2 | 1
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
exempt from federal taxation under Section 501(a) of the Internal Revenue Code of 1986 as the directors
shall determine. Any such assets not so disposed of shall be disposed of pursuant to the order of any court
of record with general equity jurisdiction in the city or county of the State of North Carolina where the
registered office of the corporation is then located, exclusively for such purposes or to such organization or
organizations which are organized or operated exclusively for such purposes as such court shall determine.
ARTICLE III
MEMBERS
The corporation shall have one or more classes of members. The designation of the class or classes of
members and the number, qualifications and rights, including, without limitation, voting rights, of the
members of each class shall be set forth in the bylaws.
ARTICLE IV
DIRECTORS
Section 1. Number and Qualifications. The number and qualifications of directors, other than initial
directors, shall be set forth in the bylaws.
Section 2. Election. The manner in which directors, other than initial directors, shall be elected shall be
set forth in the bylaws.
Section 3. Initial Directors. Set forth below are the names and addresses of the initial directors:
Name
Address
Ben Anstead
Anstead’s Tobacco
334 Cross Creek Mall
Fayetteville, North Carolina 28303
Eddie Atala
Tobacco Country USA
461 Western Boulevard
Jacksonville, North Carolina 28546
Craig Cass
Tinder Box-Charlotte
4400 Sharon Road
Charlotte, North Carolina 28210
A-2 | 2
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
Larry Christopher
The Pipe and Pint
3716 Spring Garden Street
Greensboro, North Carolina 27407
Hal Rubin
Empire Cigars
9650 Strickland Road
Raleigh, North Carolina 27615
ARTICLE V
INDEMNIFICATION AND ELIMINATION
OR LIMITATION OF LIABILITY
Section 1. Indemnification of Directors and Officers. Except as provided in the North Carolina
Nonprofit Corporation Act or Section 2 of this Article, the corporation shall indemnify every individual
made a party to a proceeding because he is or was a director or officer against liability incurred in the
proceeding if: (i) he conducted himself in good faith; and (ii) he reasonably believed, in the case of
conduct in his official capacity with the corporation, that his conduct was in its best interests, and, in all
other cases, that his conduct was at least not opposed to its best interests; and (iii) he had no reasonable
cause to believe, in the case of any criminal proceeding, that his conduct was unlawful.
Section 2. Indemnification Not Permitted. The corporation shall not indemnify any individual
(i) against his willful misconduct or a knowing violation of the criminal law, (ii) in connection with
a proceeding by or in the right of the corporation in which the individual was adjudged liable to the
corporation or (iii) against any liability incurred by him in any proceeding charging improper personal
benefit to him, whether or not by or in the right of the corporation or involving action in his official
capacity, in which he was adjudged liable by a court of competent jurisdiction on the basis that personal
benefit was improperly received by him.
Section 3. Effect of Judgment or Conviction. The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or its equivalent, is not, of itself, determinative
that an individual did not meet the standard of conduct set forth in Section 1 of this Article or that the
conduct of such individual constituted willful misconduct or a knowing violation of the criminal law.
Section 4. Determination and Authorization. Unless ordered by a court of competent jurisdiction,
any indemnification under Section 1 of this Article shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the individual is permissible in the
A-2 | 3
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
circumstances because: (i) he met the standard of conduct set forth in Section 1 of this Article and, with
respect to a proceeding by or in the right of the corporation in which such individual was adjudged liable
to the corporation, he is fairly and reasonably entitled to indemnification in view of all of the relevant
circumstances even though he was adjudged liable; and (ii) the conduct of such individual did not
constitute willful misconduct or a knowing violation of the criminal law.
Such determination shall be made: (i) by the board of directors by a majority vote of a quorum consisting
of directors not at the time parties to the proceeding; or (ii) if such a quorum cannot be obtained, by a
majority vote of a committee duly designated by the board of directors (in which designation directors
who are parties may participate), consisting solely of two or more directors not at the time parties to
the proceeding; (iii) by special legal counsel selected by the board of directors or its committee in the
manner heretofore provided or, if such a quorum of the board of directors cannot be obtained and such a
committee cannot be designated, selected by a majority vote of the board of directors (in which selection
directors who are parties may participate); or (iv) by the members, but directors who are at the time parties
to the proceeding shall not vote on the determination. Authorization of indemnification, evaluation as
to reasonableness of expenses and determination and authorization of advancements for expenses shall
be made in the same manner as the determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those selecting such counsel.
Section 5. Advance for Expenses. The corporation shall pay for or reimburse the reasonable expenses
incurred by any individual who is a party to a proceeding in advance of final disposition of the proceeding
if: (i) he furnishes the corporation a written statement of his good faith belief that he has met the standard
of conduct described in Section 1 of this Article and a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that indemnification of such individual in the
specific case is not permissible; and (ii) a determination is made that the facts then known to those making
the determination would not preclude indemnification under this Article. An undertaking furnished to
the corporation in accordance with the provisions of this Section shall be an unlimited general obligation
of the individual furnishing the same but need not be secured and may be accepted by the corporation
without reference to financial ability to make repayment.
Section 6. Indemnification of Employees and Agents. The corporation may, but shall not be required
to, indemnify and advance expenses to employees and agents of the corporation to the same extent as
provided in this Article with respect to directors and officers.
Section 7. Elimination or Limitation of Liability of Directors and Officers. Except as provided in
Section 8 of this Article, in any proceeding brought by or in the right of the corporation, the damages
A-2 | 4
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
assessed against a director or officer arising out of a single transaction, occurrence or course of conduct
shall be limited as follows:
(i) A
director or officer who does not receive compensation for his services as such shall have no
liability for damages.
(ii) Th
e liability of a director or officer who receives compensation from the corporation for his
services as such shall not exceed the amount of $100.00.
Section 8. Liability of Directors and Officers Not Eliminated or Limited. The liability of a director or
officer shall not be eliminated or limited in accordance with the provisions of Section 7 of this Article if
the director or officer engaged in willful misconduct or a knowing violation of the criminal law.
Section 9. Definitions. In this Article:
“Director” and “officer” mean an individual who is or was a director or officer of the corporation, as the
case may be, or who, while a director or officer of the corporation is or was serving at the corporation's
request as a director, officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A director
or officer shall be considered to be serving an employee benefit plan at the corporation's request if his
duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan.
“Individual” includes, unless the context requires otherwise, the estate, heirs, executors, personal
representatives and administrators of an individual.
“Corporation” means the corporation and any domestic or foreign predecessor entity of the corporation in
a merger or other transaction in which the predecessor's existence ceased upon the consummation of the
transaction.
“Expenses” includes but is not limited to counsel fees.
“Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed
with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.
“Official capacity” means: (i) when used with respect to a director, the office of director in the
corporation; (ii) when used with respect to an officer, the office in the corporation held by him; or (iii)
A-2 | 5
APPENDIX A-2:
SAMPLE ARTICLES
OF INCORPORATION
when used with respect to an employee or agent, the employment or agency relationship undertaken by
him on behalf of the corporation. “Official capacity” does not include service for any foreign or domestic
corporation or other partnership, joint venture, trust, employee benefit plan or other enterprise.
“Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in
a proceeding.
“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal and whether or not by or in the
right of the corporation.
Section 10. Provisions Not Exclusive. As authorized by the North Carolina Nonprofit Corporation Act,
the provisions of this Article are in addition to and not in limitation of the specific powers of a corporation to
indemnify directors and officers set forth therein. If any provision of this Article shall be adjudicated invalid
or unenforceable by a court of competent jurisdiction, such adjudication shall not be deemed to invalidate
or otherwise affect any other provision hereof or any power of indemnity which the corporation may have
under the North Carolina Nonprofit Corporation Act or other laws of the State of North Carolina.
ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
The post office address of the initial registered office is 434 Fayetteville Street, Suite 1900, Raleigh, NC
27601. The City in which the initial registered office is located is Raleigh. The initial registered agent is
Gavin B. Parsons, who is a resident of North Carolina and whose business office is identical to the initial
registered office.
Date: _________________
__________________________________
[__________________]
Incorporator
A-2 | 6
APPENDIX B-1:
SAMPLE MEMBER
APPLICATION
OPCPR MEMBER APPLICATION
*Owner Name:
*Store Name:
*Address:
*City:
*State:
*Country:
*Postal Code:
Fax:
*Email:
Website:
*Member Signature:
Please mail this completed form to:
OHIO PREMIUM CIGAR & PIPE RETAILERS ASSOCIATION
410 Walnut Street, Cincinnati, OH 45202
B-1 | 1
APPENDIX B-2:
SAMPLE RECRUITMENT
LETTER
OHIO PREMIUM CIGAR AND PIPE RETAILERS ASSOCIATION
410 Walnut St, Cincinnati, Ohio 45202
https://www.facebook.com/OhioCigar
January 3, 2014
Dear [NAME]:
My name is Jim Clark, and I am the President of the Ohio Premium Cigar and Pipe Retailers Association (OPCPR).
OPCPR is the official state affiliate of the International Premium Cigar and Pipe Retailers Association (IPCPR).
OPCPR represents the interests of brick-and-mortar premium cigar & pipe shops throughout Ohio. The objective
of our Association is to educate our representatives in Columbus on issues of importance to the premium cigar
industry and prevent government action that would be detrimental to your business.
OPCPR focuses on Ohio specific issues that impact your business, such as state OTP tax and smoking restrictions.
I want to offer the below example to demonstrate what OPCPR can do for you:
As a retailer, if your annual spending on cigar purchases is $250,000, the 17% Other Tobacco Tax you
pay the state of Ohio is approximately $36,500, and the portion that goes toward the purchase of cigars is
approximately $213,500.
If the average cost of a premium cigar is between $5 and $8—I’ll use $6.50 as the average—you purchased
about 32,800 cigars ($213,500/$6.50).
If we are able to enact a $0.50 cap on each cigar purchased, the tax paid to the state would be 32,800 x .50
= $16,400. This is a net savings of over $20,000.00 a year for your business!
Retailers in other states that have enacted a tax cap have seen a surge in business as their customers have less
incentive to purchase cigars online because brick-and-mortar premium cigar & pipe shops are able to offer more
competitive prices. Additionally, the state will see increased revenue because more people will buy cigars in state
rather than online.
This upcoming legislative session, OPCPR will be advocating for a $.50 cap in Ohio. I am writing you today to
ask that you join OPCPR, and enable us to continue this vital work on your behalf. Our partnership is critical to
protecting the future of the premium cigar industry for generations to come.
To join OPCPR, fill out the enclosed membership form and return it to me by mail, an addressed envelope is included.
Please feel free to contact me or IPCPR’s Senior Director of State Government Affairs, Matt Dogali, if you have any
questions or concerns. Our contact information is listed below. Thank you in advance for your support.
Sincerely,
B-2 | 1
APPENDIX C-1:
SAMPLE CUSTOMER
INVITATION
C-1 | 1
APPENDIX C-2:
SAMPLE MANUFACTURER/
REPRESENTATIVE INVITATION
C-2 | 1
APPENDIX C-3:
SAMPLE CUSTOMER
RESERVATION FORM
C-3 | 1
APPENDIX C-4:
SAMPLE MANUFACTURER
RESERVATION FORM
C-4 | 1

State Association Handbook

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