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Article
I -
NAME AND LOCATION
Section
1. The name of this organization shall be the POWER-MOTION TECHNOLOGY
REPRESENTATIVES ASSOCIATION, a nonprofit corporation incorporated in
the State of Texas.
Section
2. Offices of the Association shall be located in the State of
California and/or in such other localities as may be determined by the Board of
Directors.
Article
II -
OBJECTIVES
The
objectives of this Association shall be as follows:
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To
promote and advance the science of power transmission and motion
control equipment;
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To
promote activities and programs of an educational nature, within
the industry, designed to improve business practices,
merchandising programs and service;
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To
acquaint public and private agencies, institutions, and
organizations with developments in the industry and the part the
representative occupies in the economy and development of the
nation;
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To
encourage a spirit of cooperation among the members of the
Association and its manufacturers;
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To
cooperate with other industries, organizations and government
agencies on matters of common interest; and
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To
do anything necessary and proper to accomplish the objectives
herein set forth or which shall be recognized as proper and lawful
objectives of trade associations to promote the interest of this
Association and which are consistent with the public interest.
Subject
to prior approval of the Board of Directors, the Association may take
a position and express an opinion on issues directly and generally
affecting independent manufacturers' representatives as such;
provided, however, that no action shall be taken on such matters as
clearly fall solely within the purview of individual members.
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Article
III - MEMBERSHIP
Section
1. Qualifications: Representative Membership in this Association shall
be composed of firms, corporations, partnerships or individuals that
are manufacturers' representatives and specialists in power
transmission and motion control equipment selling primarily through
distribution or to the markets as designated by their principals. An
applicant must have been in said business for at least one year before
applying for membership unless it is a successor to an entity that has
been in that business for that amount of time. An applicant must
represent a manufacturer of power transmission or motion control
equipment or other entity eligible for Principal Membership in the
Association and must operate under contracts or agreements for
specific territories. An applicant may not be under the control of a
distributor and must be free of financial control by any manufacturer.
All
applicants shall agree to comply with the Association's "Code of
Ethics" as approved by the Board of Directors.
In
the event that an existing member, otherwise qualified for membership,
begins to represent only one manufacturer as a manufacturers'
representative and therefore may not be, or not be considered totally
free of financial control by a manufacture or other entity, such
existing member may retain his or her membership in PTRA.
In
the event that an applicant does not represent at least two
manufacturers of power transmission or motion control equipment and is
not an existing member, such applicant shall be eligible for
membership in the Association as long as the applicant has been a
manufacturer’s representative and specialist in power transmission
and/or motion control equipment for not less than one year prior to
applying for membership. In all other regards, such applicants must
meet the qualifications for membership set forth in this Section 1.
Section
2. Representative Membership: Representative, voting membership shall be
limited to two (2) members of the same company; providing each member
is an officer, director, holds a financial interest, or is a part of
management in the company he or she represents in the Association.
Section
3. Non-Voting Membership: The following membership classes
shall have no vote nor be eligible to hold office in the Association.
(a)
Affiliate Membership:
Affiliate membership shall be available to any person who is a member
of a firm that holds current active membership in the Association.
Policies governing the participation of affiliate members shall be
determined by the Board of Directors.
(b)
Principal Membership: Principal
membership shall be available to any firm or corporation engaged in
manufacturing, importing or assembling power transmission or motion
control equipment which markets in at least a portion of the United
States through commissioned manufacturers' representatives. Policies
governing the participation of Principal Members shall be determined by
the Board of Directors. All Principal Members must have and maintain a
registered office in the United States.
(c)
Trade Press Membership:
Trade press membership shall be available to any person representing a
firm or corporation that publishes books, magazines, or catalogues,
etc., directly related to the power transmission or motion control
industry. Policies governing the participation of such members shall
be determined by the Board of Directors.
(d)
Senior Membership: Senior
Membership shall be available to any person who is a retired officer,
director, person holding a financial interest, or part of the
management of a company or sole proprietorship that held active
membership in this Association when the prospective Senior Member
retired from the company or proprietorship.
(e) Life and Honorary Membership: Life and/or Honorary membership,
without voting rights, may be conferred upon members of the
Association at such time and under such terms as the Board of
Directors shall determine.
Associate
Membership: Associate membership shall be available to any
business firms that
provide goods or services to those eligible for either Representative or
Principal membership. Policies governing the participation of such
members shall be determined by the Board of Directors.
Section
4. Application for Membership: All applicants for membership
shall complete in full and sign the form of application provided by
the Association and submit the application to the principal office of
the Association. Such application shall include an agreement by the
applicant to abide by the Association's Code of Ethics and fees as
prescribed.
Section
5. Admission of Members: Admission of all applicants for
membership shall be by a majority vote of those present and voting at
any meeting of the Board of Directors, or in such other manner as the
Board may determine. If the application is rejected, the applicant
shall be entitled to a statement of reasons for the rejection and an
opportunity for a hearing before the Board of Directors to respond to
the rejection.
Section
6. Removal: Members of any classification may be removed from
membership by the Board of Directors for cause by two-thirds vote.
Sufficient cause for removal shall be violation of the Bylaws or any
lawful rule or practice duly adopted by the Association or any other
conduct prejudicial to the interests of the Association. A member can
be removed for non-payment of dues, as provided in Article IX, Section
2 hereof, without the necessity of a hearing. Removal shall occur only
after the member complained against has been advised of the complaint
lodged against him or her and has been given written notice of the
date, time and place of the meeting of the Board of Directors at which
the charges shall be considered. The member shall have the opportunity
to appear in person and/or to be represented by counsel to present any
defense to such charges before action is taken thereon. Such member,
if removed, may appeal the decision of the Board to the general
membership during the Annual Meeting of the Association, providing
that notice of intent to appeal is provided to the Executive Director
at least ten (10) days in advance of the meeting.
Section
7. Reinstatement: A former member desiring a continuous
membership record may be reinstated by paying all dues in arrears. If,
however, a continuous membership is not desired, the member may be
reinstated by paying current year's dues. Such reinstatement requests
shall be processed in the same manner as a new member application.
Section
8. Resignation: Any member may resign by filing a written
resignation with the Executive Director, but such resignation shall
not relieve the resigning member of the obligations to pay any dues or
other charges previously accrued and unpaid.
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Article
IV - DUES
Section
1. Establishment of Dues: Dues and admission fees, if any, for
all classes of membership shall be established by the Board of
Directors.
Section
2. Delinquency and Cancellation: Any member of the Association
who shall be delinquent in the payment of their dues for a period of
sixty (60) days from the time such dues become due shall be notified
of such delinquency and suspended from further service.
If
payment of dues is not made within thirty (30) days after the date of
notice of delinquency, the delinquent member shall be dropped from the
rolls and thereupon forfeit all rights and privileges of membership,
unless such suspension, at the request of the member, is waived by
affirmative action of the Board of Directors.
Section
3. Refunds: No dues shall be refunded to any member whose
membership terminates for any reason.
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Article
V - MEETINGS OF
MEMBERS AND VOTING
Section
1. Annual Meeting: The Annual Meeting of the Association shall
be held at such time and place as may be determined by the Board of
Directors.
Section
2. Special Meeting: Special meetings of the Association may be
called by the Board of Directors at any time; or shall be called by
the President upon receipt of a written request by twenty-five (25)
active members, within thirty (30) days after the filing of such
request with the Executive Director. The business to be transacted at
any special meeting shall be stated in the notice thereof, and no
other business may be considered at the special meeting.
Section
3. Regional Meeting: Regional meetings of the Association may
be held at such time and place as shall be approved by the Board of
Directors.
Section
4. Notice of Meeting: Written notice of any meeting of the
Association shall be mailed to the last known address of each member
not less than ten (10) days and not more than forty (40) days before
the date of the meeting.
Section
5. Voting: At all meetings of the Association each active
member shall have one (1) vote, and may take part and vote in person
only. Unless otherwise specifically provided by these Bylaws, a
majority vote of those active members present and voting shall govern.
Section
6. Voting by Mail and or Facsimile: Proposals to be offered to
the members for a mail and/or facsimile vote, excepting election
ballots, shall first be approved by the Board of Directors unless such
proposal is endorsed by fifty (50) percent of the active members in
which case the Board of Directors' approval is not necessary. On any
mail and/or facsimile vote, no less than twenty-five (25) percent of
all active members shall cast a ballot to constitute a valid action
and a majority of those voting shall determine the action.
Section
7. Quorum of Members: At an Annual Meeting or special meeting
of members, a quorum shall consist of fifty (50) percent of those
active members registered for said meeting, providing that no less
than fifty (50) percent of the total active members are registered.
Section
8. Cancellation of Meetings: The Board of Directors may cancel
any Annual Meeting or special meeting for cause. In the event of
cancellation of the Annual Meeting, the Secretary shall cause the
written report of the Nominating Committee to be mailed or sent by
facsimile to the voting membership, allowing fifteen (15) days for the
filing of additional nominations endorsed in writing by any ten (10)
voting members . Thirty (30) days thereafter, a mail and/or facsimile
ballot of Active members shall be conducted to elect directors and the
Secretary shall certify their election.
Section
9. Rules of Order. The meetings and proceeding of this
Association shall be regulated and controlled according to Roberts
Rules of Order (Newly Revised) for parliamentary procedure, except
as may be otherwise provided by these Bylaws.
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Article
VI - OFFICERS
Section
1. Elected Officers: The elected officers of this Association
shall be a President, First Vice President, Second Vice President,
Treasurer, and Secretary to be elected at the Association's Annual
Meeting by vote of the members. The officers elected serve until their
successors have been duly elected and assume office.
Section
2. Qualifications for Office: Any active member in good
standing shall be eligible for nomination and election to any elected
office of this Association.
Section
3. Nomination and Election of Officers: In accordance with the
procedure specified in Article X, Section 1 of these Bylaws, the
Nominating Committee shall prepare and submit, via their chairperson,
to the Board of Directors, a nomination for each of the five (5)
elected offices of the Association. Any person so nominated shall have
given his or her prior consent to nomination and election as an
officer. Additional nominations may be made from the floor for any
office.
Section
4. Term of Office: Each elected officer shall take office
immediately upon installation and shall serve for one (1) year or
until his or her successor is duly elected and qualified. Each elected
officer shall serve concurrently as a member of the Executive
Committee.
Section
5. Re-election: No elected officer, excepting the Secretary
and/or Treasurer, having served one full term, shall be eligible for
re-election to the same office, until at least one year shall have
elapsed.
Section
6. Vacancies--Removal: Any vacancies in any elected office may
be filled for the balance of the term thereof by the Board of
Directors at any regular meeting, special meeting, or by mail vote.
The Board of Directors, in its discretion, by a two-thirds vote of all
of its members, may remove any officer from office for cause.
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Article
VII - DUTIES OF
OFFICERS
Section
1. President: The President shall serve as Chairperson of the
Board of Directors and the Executive Committee. He or she shall also
serve as a member, ex-officio, with the right to vote, on all
committees except the Nominating Committee. He or she shall make all
required appointments of standing and special committees with the
approval of the Board of Directors.
At
the Annual Meeting of the Association, and at such other times as he
or she shall deem proper, the President shall communicate to the
members such matters and make suggestions as may in his or her opinion
tend to promote the welfare and increase the usefulness of the
Association. He or she shall perform such other duties as are
necessarily incident to the office of President or as may be
prescribed by the Board of Directors.
Section
2. First Vice President: The First Vice President's duties
shall be delegated to him or her by the Board of Directors, and he or
she shall perform the duties of the President in the event of his or
her inability to serve.
Section
3. Second Vice President: The Second Vice President shall be
responsible for such duties as are assigned to him or her by the
President with the approval of the Board of Directors.
Section
4. Treasurer: The Treasurer shall be in charge of the
Association's funds. As Treasurer he or she shall collect all
membership dues and/or assessments and shall have established proper
accounting procedures for the funds in such banks, trust companies
and/or investments as are approved by the Board of Directors, He or
she shall report on the financial condition of the Association at all
meetings of the Executive Committee and the Board of Directors as
required and at other times when called upon by either.
At
the end of each fiscal year, as Treasurer, he or she shall prepare an
annual report which shall reflect an audit or review by an independent
accounting firm. At the expiration of his or her term of office, he or
she shall deliver over to his or her successor all books, money, and
other property in his or her charge, or, in the absence of a
successor, he or she shall deliver such properties to the President.
Such duties of the Treasurer as may be specified by the Board of
Directors may be delegated to the Executive Director or a designated
member of his or her staff.
Section
5. Secretary: The Secretary shall be in charge of the
Association's records. He or she shall be responsible for the proper
and legal mailing of notices to members. He or she shall see to the
proper recording of proceedings of meetings of the Association and all
committees; and carry into execution all orders, votes and resolutions
not otherwise committed. He or she shall keep the seal of the
Association. Such duties of the Secretary as may be specified by the
Board of Directors may be delegated to the Executive Director or a
designated member of his or her staff.
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Article
VIII - BOARD OF
DIRECTORS
Section
1. Authority and Responsibility: The governing body of this
Association shall be the Board of Directors: The Board of Directors
shall supervise, control and direct the affairs of the Association,
its committees and publications; shall determine its policies or
changes therein; and shall actively prosecute its objectives and
supervise the disbursement of its funds. The Board of Directors may
adopt such rules and regulations for the conduct of its business as
shall be deemed advisable, and may, in the execution of the powers
granted, delegate certain of its authority and responsibility to the
Executive Committee.
Section
2. Composition: The Board of Directors shall consist of the
five elected officers, plus six (6) Active members and the Immediate
Past President of the Association. The Immediate Past President shall
serve one (1) year on the Board. In addition to the Representative members,
the three (3) members of the Principal Advisory Board shall serve as
non-voting members of the Board of Directors and all shall be elected
as herein provided.
The
President shall preside over the Board of Directors and in his or her
absence the First Vice President shall preside.
Section
3. Manner of Election and Term: The officers and the
Representative members of the Board of Directors shall be elected at the
Association's Annual Meeting by a vote of the members. Two (2)
directors shall be elected each year to serve for a term of three (3)
years or until their successors have been elected and assume office.
Principal members of the Board of Directors shall be elected by the
Principal membership at a meeting held during the Association's Annual
Meeting. One (1) Principal member of the Board of Directors shall be
elected each year to serve for a term of three (3) years or until his
or her successor has been elected and assumes office.
Section
4. Re-election: No member of the Board of Directors,
Representative or Principal, who has served a full three (3) year term, shall be eligible
for re-election until at least one (1) year shall have elapsed.
Section
5. Nominations: The Nominating Committee, acting in accordance
with Article X, Section 1, of these Bylaws, shall present to the
membership, at least thirty (30) days before the Annual Meeting, one
(1) nomination for each seat on the Board of Directors which is vacant
or is about to expire. Additional nominations may be made from the
floor at the Annual Meeting.
Section
6. Quorum of the Board: At any meeting of the Board of
Directors, no less than eight (8) Active members of the Board shall
constitute a quorum for the transaction of business of the Association
and any such business thus transacted shall be valid, providing it is
affirmatively passed upon by a majority of those present.
Section
7. Meeting of the Board: A regular meeting of the Board of
Directors shall be held no less than once (1) during each
administrative year, at such time and at such place as the Board may
prescribe. Notice of all meetings shall be given to the Directors no
less than thirty (30) days before the meeting is held. Special
meetings of the Board may be called by the Chairperson or at the
request of any three (3) Active directors, by notice mailed,
delivered, telephoned or sent by facsimile to each member of the Board
of Directors not less than seventy-two (72) hours before the meeting
is to be held.
Section
8. Voting: Voting rights of a director shall not be delegated
to another nor exercised by proxy.
Section
9. Voting by Mail and/or Facsimile: Action taken by mail and/or
facsimile ballot of the members of the Board of Directors, in which at
least a majority of such directors, in writing, indicate themselves in
agreement, shall constitute a valid action of the Board if reported at
the next meeting of the Board of Directors.
Section
10. Absence: Any elected director who shall be absent from one
(1) meeting of the Board of Directors shall automatically vacate the
seat on the Board of Directors and the vacancy shall be filled as
provided by these Bylaws; however, the Board of Directors shall
consider each absence of an elected director as a separate
circumstance and may expressly waive such absence by affirmative vote
of a majority of its members.
Section
11. Vacancies and Removal: Any vacancy occurring on the Board
of Directors between Annual Meetings shall be filled by the Board of
Directors. A director so elected to fill a vacancy shall serve the
unexpired term of his or her predecessor. The Board of Directors may
in its discretion, by affirmative vote of two-thirds of its members,
remove any director for cause.
Section
12. Compensation: Directors and elected officers shall not
receive any compensation for their services.
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Article
IX - EXECUTIVE
COMMITTEE
Section
1. Authority and Responsibility: The Executive Committee may
act in place and stead of the Board of Directors between Board
meetings on all matters, except those specifically reserved to the
Board by these Bylaws, pursuant to a delegation of such authority to
the Executive Committee by the Board of Directors. Actions of the
Executive Committee shall be reported to the Board for ratification by
mail, facsimile or at the next Board meeting.
Section
2. Composition and Election: The Executive Committee shall
consist of eight (8) members, voting members include: the five (5)
elected officers and the Immediate Past President; non-voting members
include: the Chairperson of the Principal Advisory Board and the
Executive Director. The President shall preside over the Committee and
in his or her absence the First Vice President shall preside.
Section
3. Quorum -- Call of Meetings: A majority of the Executive
Committee shall constitute a quorum at any duly called meeting of the
Committee. The President shall call such meetings of the Executive
Committee as business of the Association may require, or a meeting
shall be called by the Executive Director on the request of three (3)
members of the Executive Committee.
Section
4. Vacancies: Any vacancy occurring on the Executive Committee
shall be filled in the manner as provided in these Bylaws. Any
Committee member so elected to fill a vacancy shall serve the
unexpired term of his or her predecessor.
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Article
X - SPECIAL AND
STANDING COMMITTEES
Section
1. Nominating Committee: The President shall appoint a
Nominating Committee which shall consist of three (3) Representative members;
one, the Immediate Past President will serve as Chairperson, the other
two being non office holders. With the approval of the Board of
Directors, the Committee members shall be announced to the membership
no later than six months prior to the Annual Meeting.
The
Nominating Committee shall invite suggestions from the membership for
those offices and directorships which are vacant or about to expire,
allowing thirty (30) days for suggestions. The Nominating Committee
shall then nominate candidates for the required offices and
directorships of the Association as provided in these Bylaws and
report such nominations to the membership at least thirty (30) days
before the Annual Meeting. Said nominations shall be voted upon at the
Annual Meeting by the Principal members as these Bylaws prescribe. The
three Principal members serving as advisors to the Board of Directors
shall serve as a Nominating Committee for their body and shall follow
the procedures recited above and as these Bylaws prescribe.
Section
2. Budget and Finance Committee: The Budget and Finance
Committee shall consist of the President, First Vice President,
Treasurer and Immediate Past President. The Treasurer shall serve as
Chairperson. The Committee shall counsel with the Executive Director
on the annual budget of the Association and prepare recommendations
for the Board of Directors. The committee may perform such other
duties in connection with the finances of the Association as the Board
may determine from time to time.
Section
3. Special Committees: The President, with the approval of the
Board of Directors, shall appoint such other committees,
sub-committees or task forces as are necessary and which are not in
conflict with other provisions of these Bylaws. The duties of any such
committees shall be prescribed by the Board of Directors upon their
appointment.
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Article
XI - EXECUTIVE
DIRECTOR AND STAFF
Section
1. Appointment: The Board of Directors shall contract with a
professional manager who shall have the title of Executive Director
and whose terms of engagement shall be specified by the Board.
Section
2. Authority and Responsibility: The Executive Director shall
be the chief executive of the Association responsible for all
management functions. He or she shall manage and direct all activities
of the Association as prescribed by the Board of Directors and shall
be responsible to the Board.
The
Executive Director may employ and may terminate the employment of
members of his or her staff necessary to carry on the work of the
Association and fix their compensation within the approved budget. As
Executive Director, he or she shall define the duties of his or her
staff, supervise their performance, establish their titles and
delegate those responsibilities of management as shall, in the
Executive Director's judgment, be in the best interest of the
Association.
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Article
XII - FINANCE
Section
1. Fiscal Period: The fiscal period of the Association shall be
prescribed by the Budget and Finance Committee with the approval of
the Board of Directors.
Section
2. Bonding: Trust and surety bonds shall be furnished by the
Executive Director and such other officers or employees of the
Association as the Board of Directors shall direct. The amount of such
bond shall be determined by the Board and the cost paid by the
Association.
Section
3. Budget: With recommendations of the Budget and Finance
Committee, the Board of Directors shall adopt an annual operating
budget covering all activities of the Association.
The
Treasurer shall furnish the membership a financial report for the year
just completed within ninety (90) days following the end of each
annual fiscal period.
Section
4. Audit: The accounts of the Association shall be audited or
reviewed not less than annually by an independent accounting firm,
which shall be appointed by the Board of Directors and which shall
provide a report to the Board of Directors.
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Article
XIII - DISSOLUTION
Section
1. The Association shall use its funds only to accomplish the
objectives and purposes specified in these Bylaws. No part of said
funds shall inure, or be distributed, to the members of the
Association. On dissolution of the Association, any funds remaining
shall be distributed to one or more regularly organized and qualified
charitable, educational, scientific, or philanthropic organizations to
be selected by the Board of Directors.
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Article
XIV - AMENDMENTS
Section
1. These Bylaws may be amended or replaced by a two-thirds vote
of the Active members present at any Annual Meeting of the Association
duly called and regularly held, notice of such proposed changes having
been sent in writing to the members thirty (30) days before such
meeting, or by a two-thirds vote of the Active members voting by a
thirty-day mail and/or facsimile ballot.
Amendments
may be proposed by the Board of Directors on its own initiative, or
upon petition of any twenty-five (25) Active members addressed to the
Board of Directors. All such proposed amendments shall be presented by
the Board to the membership with or without recommendation.
(As
amended through November 20, 2002)
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