BY-LAWS
New England Promotional Products Association, Inc. (NEPPA)
ARTICLE I
NAME AND PURPOSE
The objects and purposes of the Association shall be to promote the general welfare of the Promotional Products Industry and the membership by providing educational services, statistics and standards, and research programs, by encouraging and striving for improved service to the public; by disseminating information about the Industry, by stimulating interest in and demand for the products and services of the Industry; by providing an open and accessible forum to its members; and by engaging in such other lawful trade association activities as the Board of Directors may determine.
ARTICLE II
MEMBERSHIP
A. ELIGIBILITY
1. Any firm, corporation or representative thereof being or representing a distributor of promotional products, a supplier of promotional products or otherwise serving the promotional products field as defined in Article II, E. CLASSES OF MEMBERSHIP may apply to become an active member of the association by submitting an application to the Clerk of the association on a form provided for such application.
2. Any applicant to be eligible for membership must have a sincere interest in the objectives of the association and must agree to support and abide by the By-Laws of the Association.
3. The Board of Directors shall act upon such application, in its absolute discretion, and if the application is approved by a majority vote of said Board, the applicant shall sign an agreement to support and abide by the By-Laws of the Association. Upon execution of such agreement, the applicant shall be deemed a member and is entitled to a certificate thereof.
4. The original membership shall consist of those firms and corporations and those representatives of firms and corporations which are named in a list attached hereto and shall be deemed members by virtue of said list and need not be originally voted as members, but they are otherwise subject to the provisions of these By-Laws.
B. REPRESENTATION
1. Any manager or president of a firm or corporate member shall designate in writing to the Clerk of the Association the name, title and address of its authorized representative. Such designation shall be a warranty to the Association that the person so designated is authorized to vote and otherwise act on behalf of said firm or corporation member at any meeting of members or under any other circumstances relating to the AssociationÕs activities. Any member may at any time change its representative by such written designation to said Clerk.
2. Any supplier, distributor or supplier representative, who does not have an office within the six New England states is excluded from voting, being on the Board of Directors and the Nomination Committee. They may participate in all other facets of the association. A Business Services Member is excluded from voting, being on the Board of Directors and the Nomination Committee.
C. TERMINATION, EXPULSION AND SUSPENSION OF MEMBERS
1. A member may at any time resign from the Association by giving notice in writing to the Clerk and paying to the Treasurer all past dues and any other assessments that may be due it at the time of his giving such notice.
2. Membership in the Association shall terminate upon any of the following occurrences:
(a) Resignation in the manner set forth in the preceding paragraph;
(b) When a member ceases to be engaged in the business of the promotional products industry;
(c) When a member is expelled for failure to pay dues or otherwise fails to abide by these By-Laws or for other just cause, as determined by a majority vote of the Board of Directors;
3. Termination of membership for whatever reason shall not release the member from any liability for dues for the full fiscal year in which such termination occurs or from any liability for dues accrued in prior years.
4. Any member whose membership is terminated forfeits all money paid by him to said Association and the Association is further released and discharged from any claim or benefits to which said member may seek to enforce against said Association.
5. The Board of Directors may expel or suspend any member from the membership for just cause upon majority vote of said Board. Any member so expelled or suspended may appeal any such decision to a meeting of the general membership, which may reinstate the member by a majority vote of said membership. Any firm, corporation or representative of a firm or corporation, after having been expelled, must file a new application and is subject to the same fee and conditions as if there had never been a prior application by said applicant.
D. DUES AND FORFEITURE
1. The annual dues of each member shall be due and payable on December 1st of each year. The dues of any new member shall be payable at the time the application for membership is made. The annual dues of the Association will be set by the Board of Directors.
2. Members who fail to pay their dues by December 31st will be dropped from the membership rolls.
3. Dues of members and any other funds shall be first applied to defray the administrative costs of the Association and thereafter applied to carry out any other purpose of the corporation as expressed in these By-Laws.
4. No fines or assessments in addition to annual dues may be imposed or levied upon any members unless each member voluntarily assents to such fine or assessment.
E. CLASSES OF MEMBERSHIP
1. Supplier Member: A supplier is a company within the United States or its possessions, Canada or Mexico, that manufactures, converts, warehouses or decorates promotional products for sale to promotional products distributors or to a firm maintaining a division or affiliate devoted to reselling promotional products.
2. Distributor Member: A Distributor is a company (or company that maintains a division, department or affiliate) located within the United States or its possessions, Canada or Mexico, whose primary business includes developing ideas for the use of promotional products, buying such products from suppliers and reselling them to end buyers.
3. Business Services Member: A company that sells services, information or products (other than promotional products) that support the normal conduct of business.
4. Supplier Representative Member: An independent company contracted by one or more suppliers to market their products and services to distributors. For purposes of these By-Laws, a manufacturerÕs representative is considered a supplier representative.
5. International Supplier Member: An international supplier is a company outside the United States or its possessions that manufactures, converts, warehouses or decorates promotional products for sale to promotional products distributors or to a firm maintaining a division, department or affiliate devoted to reselling promotional products.
6. International Distributor Member: An international distributor is a company (or a company that maintains a division, department or affiliate) located outside the United States and its possessions whose primary business includes developing ideas for the use of promotional products, buying such products from suppliers and reselling to end buyers.
ARTICLE III
MEETING OF GENERAL MEMBERSHIP
A. ANNUAL MEETING
1. The annual meeting of the members shall be held in September or October of each year (to coincide with NEPPAÕs annual show). The officers and directors of the Association are to be elected at the annual meeting. The one or two year term of office for said officers and directors shall be from January 1st through December 31st. Upon approval of this change in annual meeting dates, the following schedule will apply: Election of officers for calendar and fiscal year 1991 will be held at the November 1990 meeting of the Association. Thereafter, starting in 1991, the election of officers and directors shall take place at the annual meeting of the Association. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization or by these By-Laws, may be specified by the Directors or the President. If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu thereof, and any action taken at such meeting shall have the same effect as if taken at the annual meeting.
B. SPECIAL MEETINGS
Special meetings of members may be called by the President or by the Directors. Upon written application of ten (10) or more members, special meetings shall be called by the Clerk, or in the case of death, absence, incapacity or refusal of the Clerk, by any other officer. The call for the meeting shall state the date, hour and place and the purposes of the meeting.
C. NOTICE OF MEETINGS
A written notice of every meeting of members stating place, date and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Clerk or by the person calling the meeting at least fifteen (15) days before the meeting to each member entitled to vote thereat and to each member who by law, by the Articles of Organization or these By-Laws, is entitled to such notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it postage prepaid and addressed to such member at his address as it appears upon the books of the corporation. No notice need be given to any member if a written waiver of notice, executed before or after the meeting by the member or his attorney thereunto authorized, is filed with the records of the meeting.
D. QUORUM
Ten percent (10%) of the total membership or eighteen (18) members entitled to vote, whichever is less, shall constitute a quorum for the conduct of business, but a lesser number but not less than ten (10) members may adjourn any meeting from time to time without further notice.
E. ACTION AT MEETING
When a quorum is present, the majority present voting on a matter, except where a larger vote is required by law, the Articles of Organization or these By-Laws, shall decide any matter to be voted on by the members. Any election by members shall be determined by a plurality of the votes cast by the members entitled to vote at the election. No ballot shall be required for such election unless requested by a member present at the meeting and entitled to vote in the election.
F. PLACE OF MEETING
All meetings of the members shall be held at the principal office of the corporation, unless a different place is fixed by the Directors or the President and stated in the notice of meeting. Prior to notification of any meetings which may or be required to be held pursuant to these By-Laws the Clerk shall confer with the President and, when practicable, the Board of Directors prior to mailing of notices of meeting so as to determine a suitable place of meeting. If there is any disagreement as to a suitable place of meeting between a majority of said Directors and the President, the Clerk shall follow the directions of the majority of the Board of Directors.
G. ORDER OF BUSINESS
Roberts Rules of Order shall be followed at all meetings insofar as they are consistent with these By-Laws.
ARTICLE IV
A. POWERS
The business of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation except as otherwise provided by law, by the Articles of Organization or by these By-Laws. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers as the full Board until the vacancy is filled.
B. ELECTIONS
A Board of Directors of twelve (12) members shall be elected by the members at the annual meeting. The Board shall consist of: The past president, the four (4) officers of the corporation (elected as hereinafter provided), and seven (7) members elected from the membership at large. The twelve members of the Board of Directors shall always be comprised of: the past president, five other members who are suppliers of promotional products, five other members who are distributors of promotional products and one other member who is an independent manufacturerÕs representative. The past president and officers shall be elected for a term of one year. The seven directors elected from the membership at large will serve a term of two years each. A director will serve no more than two consecutive two-year terms. This will not prevent said director from then becoming an officer of the association. No two people from the same firm may serve on the Board of Directors at the same time.
At the annual meeting following the approval of expanding the Board of Directors to seven (7) members at large from five (5) members at large, one of these two additional directors shall be elected for a one-year term (this individual will still be eligible for two (2) two-year terms), and one shall be elected for a two-year term.
C. MEETINGS
A regular meeting of the Board of Directors shall be held in conjunction with the annual meeting. The President may, when he deems necessary, call a special meeting at any time or place. The Clerk shall, at the request in writing of two members of the Board, call for a special meeting at any time and place. Ten (10) days prior notice shall be given of the time and place of such special meeting.
D. QUORUM
A majority of the Board shall constitute a quorum unless herein otherwise provided. The President shall be chairman of the Board and preside at all Board meetings. In the absence of the President, the Vice President shall preside. In the absence of both President and Vice President, the remaining directors may choose a temporary chairman for the meeting.
E. VACANCIES
Any vacancy that may occur on the Board of Directors by reason of death, resignation, or otherwise, may be filled by a majority vote of the remaining members of the Board until the next annual meeting.
F. REMOVAL
A director may be removed from office for just cause by a vote of a majority of the members who would be entitled to vote in the election of directors. If they miss three consecutive meetings of the Board, their resignation is automatically accepted, unless excused due to illness.
The Board of Directors will give notification to any officer or director who misses two consecutive Board meetings. The Board will decide by a majority vote at the next scheduled Board meeting on the director or officer continuing as a member of the Board.
G. TENURE
Except as otherwise provided by law, by the Articles of Organization or by these By-Laws, Directors shall hold office until the next annual meeting of members and thereafter until their successors are chosen and qualified. Any Director may resign by delivering his written resignation to the corporation at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.
H. ACTION AT MEETING OR BY CONSENT
1. At any meeting of the Directors at which a quorum is present, the vote of a majority of those present, unless a different vote is specified by law or by these By-Laws, shall be sufficient to decide such matter.
2. Any action by the Directors may be taken without a meeting if all of the Directors consent to such action. Such consent shall be treated as a vote of the Directors for all purposes.
I. COMMITTEES
The Directors may, by vote of a majority of the Directors then in office, elect from their number an executive or other committees and may by like vote delegate thereto some or all of their powers except those which by law, the Articles of Organization or these By-Laws, they are prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these By-Laws for the Directors. In the absence of the establishment of any committees by the Board the President is authorized to appoint such committees as are customary or necessary for the proper operation of this Association.
ARTICLE V
OFFICERS
A. ENUMERATION
The officers of the Association shall consist of a President, a Vice President, a Treasurer, and a Clerk, all of whom shall be elected at the annual meeting for terms of one year each. The officers shall hold office until the next annual meeting of the members and thereafter until their successors are chosen and qualified. Any officer may resign by delivering his written resignation to the Association at its principal office or to the President or Clerk. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. For purposes of this article, a ManufacturerÕs Rep. may serve in place of a supplier. Said officers of the Association will serve without salary or pay.
B. QUALIFICATION
If the Clerk is not a resident of Massachusetts he shall appoint from the Board of Directors a resident agent of the corporation before he may take office as Clerk. Any other officer may be required by the Directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the Directors may determine
C. REMOVAL
The members, at a duly called meeting of the general membership may remove any officer with or without cause by a vote of a majority of any quorum present.
D. PRESIDENT AND VICE PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the direction of the Directors, have general supervision and control of its business. Unless otherwise provided by the Directors he shall preside, when present, at all meetings of members and of Directors.
The Vice President shall perform the duties of the President in the PresidentÕs absence and shall have such powers as the Directors may from time to time designate.
The President shall have such additional powers mentioned elsewhere in these By-Laws.
E. TREASURER
The Treasurer shall, subject to the discretion and direction of the Directors, have general charge of the financial affairs of the corporation and shall cause to be kept accurate books of account. He shall have custody of all funds, securities, and valuable documents of the corporation, except as the Directors may otherwise provide. Funds may be drawn upon the signature of any one of the following: President, Vice President, Treasurer. All sums received by the Treasurer shall be deposited in a bank or Trust Company approved by the Board of Directors and he shall make a report at each regular meeting of the Board of Directors and of the membership and when otherwise called upon by the President or the Directors. The Treasurer shall send bills to the members for annual dues and such other charges and assessments as may be authorized by these By-Laws.
F. CLERK
The Clerk shall keep a record of the meetings of members. The Clerk shall keep or cause to be kept in Massachusetts, at the principal office of the corporation or at his office, in which are contained the names of all members and their record address. The Clerk shall give notice of meetings in the manner prescribed by these By-Laws. The Clerk shall also keep a record of the meetings of the Directors.
G. OTHER POWERS AN DUTIES
Each officer shall, subject to these By-Laws, have in addition to the duties and powers specifically set forth in these By-Laws, such duties and powers as are customarily incident to his office, and such duties and powers as the Directors may from time to time designate.
ARTICLE VI
NOMINATIONS
1. The Board of Directors shall annually appoint a nominating committee which shall be comprised of the chairman of the Board of Directors, one other member of said Board and three members at large of the Association. The President shall notify the members of the names of said committee members at least three (3) weeks prior to the annual meeting. The committee shall report to the members at the annual meeting its nominations for Directors and officers.
2. Nominations may be offered from the floor at the annual meeting of the corporation.
3. The nominating committee shall have charge of all administrative proceedings at the election, which shall be the first order of business at the annual meeting of members.
ARTICLE VII
AUDIT COMMITTEE
1. The Board of Directors shall annually appoint an audit committee, which shall be comprised of the chairman of the Board of Directors, one other member of said Board (not including the Treasurer) and three members at large of the Association.
2. The Audit Committee shall audit the accounts of the Treasurer in the fiscal year of the committeeÕs appointment and in connection with said audit may engage such accountant and attorney, as it deems reasonably necessary to conduct such audit.
ARTICLE VIII
DISSOLUTION
1. The corporation may be dissolved in accordance with applicable law by a two-thirds vote of such members present and voting at any annual or special meeting provided notice of such proposed action shall have been given by any member at a previous meeting. Such dissolution shall not take effect, however, until the same has been approved by the state secretary as conformable to law. Eighteen (18) members shall constitute a quorum for the purpose of this provision.
2. Upon dissolution of the corporation, the corporate assets will be distributed to any organization exempt under Section 501 (c) (3) of the Internal Revenue Code or to a governmental unit or an instrumentality for public purpose. The specific organization to which said assets shall be distributed in accordance with the preceding shall be voted upon by a majority of the members. Should said members fail to vote upon such an organization within a reasonable period of time following dissolution, a majority of the Board of Directors shall choose such organization.
ARTICLE IX
REPEAL, AMENDMENT OR ADOPTION OF BY-LAWS
These By-Laws or any part thereof may be repealed, amended or added to by a two-thirds vote of such members present and voting at an annual or special meeting provided notice of such proposed action shall have been given by any member at a previous meeting. Any such repeal, amendment or addition of By-Laws shall not take effect, however, until the same has been approved by the state secretary as conformable to law. Notice of such meetings shall state the changes to be voted upon. Eighteen (18) members shall constitute a quorum for the purpose of this provision.
ARTICLE X
MISCELLANEOUS PROVISIONS
A. FISCAL YEAR
Except as from time to time otherwise determined by the Directors, the fiscal year of the corporation shall be twelve months ending the last day of December.
B. SEAL
The seal of the corporation shall, subject to the alteration by the Directors, bear its name, the word ŌMassachusettsĶ and the year of its incorporation.
C. EXECUTION OF INSTRUMENTS
All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the corporation in its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.
D. CORPORATE RECORDS
The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and members, and the stock and transfer records, which shall contain the names of all members and the record address and the amount of stock held by each, shall be kept in Massachusetts at the principal office of the corporation, or at an office of its transfer agent or of the Clerk. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times for the inspection and photocopying by any member for any proper purpose but not to secure a list of members for the purpose of selling said list or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member, relative to the affairs of the corporation.
E. BENEFITS
No member or dependents of a deceased member of the Association shall be entitled to any cash or other financial benefits under any conditions.
