SECTION 1.Name.The Name of
this Association shall be National Association of Purchasing Management -
Evansville, Inc., a non-profit 501(c)(6) corporation organized and
existingby virtue of the laws of the
State of Indiana (hereinafter referred to as the "Association").
SECTION 2.Location.Theprincipalofficeofthe Association shall be located in the City
of Evansville, State of Indiana, or in such other localities as may be determined
by the Board of Directors.
Article II
PURPOSES
The purposes of the Association shall be:
(1)To foster and promote interchange of ideas and cooperation
among its members.
(2)To promote the study, development, and application of
purchasing management and materials management, including improved procurement
or purchasing methods and practices and all matters related to the foregoing
(hereinafter referred to as "the purchasing management and materials
management profession").
(3)To collect and disseminate by all lawful means information of
interest and benefit to its members, including surveys and reports of current
business trends and other information of interest to the purchasing management
and materials management profession.
(4)To develop and encourage by all lawful means the practice of
high standards of personal and ethical conduct among persons engaged in the
purchasing management and materials management profession.
(5)To develop, sponsor, promote, and encourage a professional
certification program for persons engaged in the purchasing management and
materials management profession.
(6)To encourage and cooperate in the institution and development
of education courses, seminars, programs and materials on the subject of
purchasingmanagement and materials
management and all matters related thereto.
(7)To strive by all lawful means to promote and enhance the
purchasing management and materials management profession.
(8)To be affiliated with the Institute for Supply Management
(ISM) and other associations or organizations of persons engaged in the
purchasing management and materials management profession throughout the United
States and all foreign countries.
(9)To cooperate, collaborate and exchange information by lawful
means with professional, trade, and other associations and organizations of
persons engaged in the purchasing management and materials management
profession, and to advance public relations with governmental agencies and the
public in general concerning the purchasing management and materials management
profession.
(10)To do any other act or thing incidental to or connected with
the foregoing purposes or in advancement thereof, but not for the pecuniary
profit or financial gain of its members, directors or officers, except as
otherwise permitted by the laws of the State of Indiana.
(11)The association may have as one of its purposes the
establishment of scholarship funds and the establishment of rules governing the
eligibility and use therefore.Any such
funds obtained as a result of solicitation or fund raising shall be deposited
in an account separate from the general treasury of the association, and shall
in no way be commingled with the funds of the general treasury of theassociation.
In the
accomplishment of these purposes, it shall be the policy of the Association to
comply at all times with all existing and future laws, including the antitrust
laws, and in furtherance of this policy, no activity or program shall be
sponsored or conducted by or within the Association which in any manner
whatsoever shall represent or be deemed a violation of any existing or future
law, including the antitrust laws, all in accordance with the ISM Statement of
Antitrust Policy and Guide for Antitrust Compliance, as amended from time to
time by Board of Directors of ISM.
ARTICLE III
AFFILIATION WITH ISM
SECTION 1. General. The Association shall be affiliated with ISM in
accordance with the procedures set forth in the ISMBy-laws, and the Association shall comply at all times with ISM
policy as it may be adopted from time to time by the ISMBoard of Directors and the provisions of
this Article III.
SECTION 2.Conditions of Affiliation.The Association shall be obligated as a condition or affiliation with
ISM. to comply with the following:
(a)To be incorporated as a non-profit corporation in accordance with the
laws of the State of Indiana and to be validly existing and in good standing
during the period of its affiliation with ISM.
(b)To cause these By-laws to conform at all times with the ISM By-laws and
ISM policy;including without
limitation, the provisions hereof with respect to the purposes of the
Association and eligibility for membership.
(c)To perform all necessary procedures concerning the review and approval
of all applications for membership in the Association and ISM.
(d)To resolve all questions concerning eligibility for membership in the
Association and ISM in a fair and impartial manner in accordance with
procedures established from time to time by the Association.
(e)To collect all dues from members of the Association and to remit to ISM
all dues required by Article V of the ISM By-laws.
(g)To comply at all times with ISM policy as it may be adopted from time to
time by the ISM Board of Directors, including without limitation, the ISM
Statement of Antitrust Policy and Guide for Antitrust Compliance.
(h)To obtain the prior written approval of ISM with respect to any proposed
amendments to these By-laws.
SECTION 3.Suspension or Termination of Affiliation.The affiliation with ISM of the Association
may be suspended by a two-thirds vote of the ISMBoard of Directors for
violation of or failure to comply with the ISM By-Laws,
includingspecifically,butwithout limitation,provisions
respecting payment of dues, eligibility of members and observance of ISM
policies as may be adopted by the ISM Board of Directors from time to
time.Any charge of violation or
failure to comply, under this Section shall be first presented to the Affiliate
Support Council.If the Affiliate
Support Council shall determine by a two-thirds vote that the charges are well
founded, after the Association has been given reasonable notice of such charges
and an opportunity to present a defense to the same, the charges shall be
referred to the ISM Board of Directors together with the recommendations of the
Affiliate Support Council, if any.Before action may be taken by the ISM Board of Directors, the ISM
Executive Committee shall review the charges and make a recommendation to the ISM
Board of Directors upon the basis of a hearing conducted by the ISMExecutive Committee at the principal office
of ISM at which the Association shall have the right to be heard to defend
against such charges.Ifthe Association is suspended or terminated
it may be reinstated by a two-thirds vote of the ISMBoard of Directors at any time subsequent to such suspension or
termination upon a proper showing of good cause to justify a reinstatement of
affiliation with ISM
Article IV
MEMBERSHIP
SECTION 1. Regular MembersRegular membership in an Affiliated
Association shall be defined as follows:
“Any Person shall be eligible to be a Regular member of
the Association who satisfies the eligibility requirements of a Regular member
of an Affiliated Association as defined in the bylaws of the Institute for
Supply Management, Inc. TM
(ISM), as amended from time to time.Regular members of this Association shall have the right to cast one
vote on all questions which require a vote of the Regular members of this
Association other than those Regular members who, pursuant to the ISM Bylaws,
as amended from time to time, do not have voting rights.”
A person who
has been a regular member for a period of ten (10) years or more, has retired
from all regular employment and has been approved for this category of regular
membership by a majority vote of the regular members of the Affiliated
Association of which he/she has been a member. A person who meets this category
of regular membership shall not be charged ISM and Affiliated Association dues.
Life Members are Regular ISM members with voting and office-holding priveleges.
Article V
GROUPS
SECTION 1.Purposes and Organization.Members of the Association having common interests as purchasing
managers or materials managers in a particular industry or commercial activity,
or common interests in a certain classification of commodities or materials,
may organize a Group to promote the interchange of ideas and discussion of
mutual problems.The Board of Directors
of the Association may provide reasonable procedures and requirements for the
formation, recognition, encouragement, and operation of Groups which shall be
organized and operated within the Association as a Committee of the
Association.
SECTION 2.Regular Members and
Associates.The regular membership
of any Group within the Association shall consist only of persons who are
regular members of the Association.Any
Group may have associate members who are not regular members of the
Association, provided such associate members meet the eligibility standard set
forth in Section 1 (b) of Article III and provided, further, that at least one
member of the company holds a regular membership in the Association.Membership in the Association as a
non-voting member shall be required for election as an associate member of a
Group and associate members of a Group shall not vote or hold office in the
Group.
Article VI
DUES
SECTION 1.Amount.The
amount of annual dues for regular members and each class of non-voting members
of the Association shall be determined from time to time by the Board of
Directors of the Association.Annual
dues for regular members of the Association shall include an amount equal to
the annual dues in effect from time to time for membership in ISM
SECTION 2.Payment.Dues for
regular and non-voting members in the Association shall be assessed on a
calendar year basis and shall be payable in advance on January 1 of each
year.Members elected to membership in
the Association at any time during a calendar year shall be required to pay a
proportionate amount of the annual dues in effect at the time of their election
to membership which amount shall be payable commencing on the first of the
month following the month of acceptance in the Association.
SECTION 3.Nonpayment of Dues.A member of the Association whose dues are sixty (60) days in arrears
may be expelled from membership in the Association and ISM upon notice by the
Association to such member, such expulsion to be effective upon the date of
such notice.A member expelled from
membership for nonpayment of dues may be reinstated upon full payment of' all
delinquent dues plus payment of an administrative fee or other similar charge
which may be required from time to time by the Association.
SECTION 4.Schedule of Dues.The
Association shall cause to be mailed to each member of the Association on or
before January 1 of each year a schedule of annual dues payable for each
category of membership as of January 1 of the next succeeding calendar
year.(The mailing of the schedule of
dues described in this Section shall not preclude the Association from causing
a change in the amount of any dues set forth on such a schedule during any
calendar year provided such change is made effective on or after the date such
change in dues is approved by the Association in accordance with these
By-Laws.)
Article VII
BOARD OF DIRECTORS
SECTION 1.Authority and Responsibility.The governing body of the Association shall be the Board of
Directors. The Board of Directors shall have general charge, management, and
control of the affairs, funds and properties of the Association and, subject to
the provisions of these By-Laws and any contrary statement of policy enacted by
vote of the members of the Association, shall have authority to take such
action in matters of policy and procedure as, in its judgment, will best
promote the interests and welfare of the Association, including the authority
to promulgate, amend or rescind in whole or in part all statements of
Association policy as they may exist from time to time.
SECTION 2. Membership.The Board of Directors shall consist of
designated officers(the
President,two (2) Vice Presidents,
Treasurer, Secretary, andthree (3)
Executive Directors) who are elected by the members to automatically serve on
the Board.
SECTION 3.Election.The
Directors shall be elected by the regular members of the Association at their
annual meeting in accordance with Article X hereof.
SECTION 4.Term of Office.Directors shall be elected for a term of one (1) year.The Directors shall assume office on July 1
following their election and serve for one (1) year, or until the election and
qualification of their successors.
SECTION 5.Vacancies.Vacancies in the Board of Directors shall be filled for the unexpired
term of said Board by the active members of the Board, or, the Board may elect,
by a
majority vote, a new Board member from the eligible
regular members.
SECTION 6.Meetings.
1)Annual
Meetings.The annual meeting of
this Association for the election of officers and Directors and the transaction
of such other business as may come before it shall be held at the REGULARLY
SCHEDULED MEETING IN THE SPRING each year at such place and on such date as may
be determined by the Board of Directors.
(a)Association
members must be notified in writing thirty (30) days prior to the regularly
scheduled Annual Meeting of: Nominees for offices in NAPM-E,Agenda and of other Association Business
requiring membership approval.
(b)Also,
at the Annual Meeting, a complete and signed financial report, a current
membership roster, and a complete set of Association By-Laws must be provided
to the membership.
2)Monthly
Meetings.Regular monthly meetings
shall be held as designated by the Board of Directors, except those during July
and August, which may be dispensed ofat the discretion of the Board of Directors.
3)Special
Meetings.Special meetings may be
called by the President, by a majority of the Board of Directors or by written
petition signed by not less than one-tenth of all members authorized to vote by
the Articles of Incorporation.
SECTION 7.Authority to Act Without Meeting.Except as otherwise provided in these By-Laws, the Board of
Directors may, upon initiative of the President, with the written consent of
each member of the Board of Directors, take any action without a meeting that
it might take at a meeting duly held.
SECTION 8.Board Action by Conference Telephone.Any one or more members of the Board of
Directors, or of any committee thereof, may participate in a meeting of the
Board of Directors or committee by means of a conference telephone or similar
equipment which enables all persons participating in the meeting to hear each
other at the same time.Participation
by such means shall constitute presence in person at such meeting.
SECTION 9.Quorum.At all
meetings of the Board of Directors, a quorum necessary for the transaction of
business shall be a majority of all the members of the Board of Directors.Except as otherwise provided in these
By-Laws, the vote of a majority of the Board of Directors present at the time
of a vote, if a quorum is present at such time,shall be the act of the Board of Directors.
SECTION 10. Executive Committee.
The Board of Directors may, if it so desires, elect from among its members an
Executive Committee of three (3) or more members;such Executive Committee shall act under the direction of, and
all its acts shall be subject to review and ratification by the Board of
Directors.
Article VIII
OFFICERS
SECTION 1.Officers.At each
annual meeting there shall be elected from among the regular members,the following officers, who shall also be
members of the Board of Directors:
President
First Vice President
Second Vice President
Secretary
Treasurer
Three Directors
SECTION 2.Election.The officers shall be elected by the regular
members of the Association at their annual meeting held in accordance with
Article X hereof.
SECTION 3.Duties of
President.The President shall
be chief executive officer and chairman of the Board of Directors, and shall
exercise general supervision over the executive affairs of the
Association.He shall preside at all
meetings of the Association membership and of the Board of Directors and shall
be a member, ex officio, of all Association committees.The President shall appoint and be
responsible for the Scholarship Committee Chairperson.The President shall have, in addition, the
duties made incumbent upon the office by any other provision of these By-Laws
and which may be assigned by the Board of Directors.In the event of a vacancy in the office of President resulting
from death, resignation, disqualification or permanent inability to serve, the
Board of Directors shall promptly elect a successor from its own number for the
unexpired term.
SECTION 4.Duties of the Vice Presidents.The Vice Presidents shall perform such duties as may be assigned
from time to time by the President and Board of Directors of the
Association.In the event of the temporary
inability of the President to perform the duties of his or her office resulting
from illness, absence or any other cause, the Vice Presidents shall perform all
duties of the office of President until such time as the incumbent is able to
resume the duties of office. The Vice Presidents are to assist the President in
the management of the Association and within thirty days (30) days after the
election, shall appoint and be responsible for the following standing
committees:
First Vice
President
Second Vice
President
Program / Pro D
Attendance
Hospitality
Membership
Public Relations
Preferably,each
committee should have a co-chairman or assistant chairman in order to maintain
continuity.
SECTION 5.Duties of Secretary.The Secretary shall be responsible for the preparation of all minutes of
meetings of the Board of Directors and members of the Association; the
maintenance and safe-keeping of all corporate and membership records of the
Association; and the serving or publication of all notices required by law or
these By-Laws concerning any meeting or any other matter applicable to the
Association; and shall perform such other duties as may be assigned from time
to time by the President and Board of Directors of the Association or which may
be required by law.
SECTION 6.Duties of Treasurer.The Treasurer shall have the custody of all Association funds and
securities; shall maintainafullandaccurateaccountofallreceiptsand
disbursements in books belonging to the Association; shall deposit all
Association funds in the name and to the credit of the Association in such
depositories as may be designated by the Board of Directors of the Association;
shall disburse the funds of the Association by checkcountersigned by the President in accordance with instructions
furnished by the Board of Directors of the Association; shall render to the
Board of Directors and members of the Association, upon request, but at least
annually, an account of all his or her transactions and of the financial
condition of the Association; and shall perform such other duties as may be
assigned from time to time by the President and Board of Directors of the
Association or which may be required by law.
SECTION 7. Offices held by the Same
Person. The offices of Secretary and Treasurer may be held by the same
person when approved by the Board of Directors.
SECTION 8.Directors' Duties.The Directors' duties shall be to serve in an advisory capacity of the
Association, and may perform as an executive committee for special Association
projects.
Article IX
MEETINGS OF THE ASSOCIATION MEMBERS
SECTION 1.Annual Meetings.The
annual meeting of the Association membership shall be held in the spring each
year at such place and on such date as may be determined by the Board of
Directors of the Association.Written
notice thereof shall be given to all members at least thirty (30) days prior
thereto.
SECTION 2.Special Meetings.Special meetings of the Association
membership may be called by the Board of Directors or the members of the
Association in accordance with the provisions set forth in the Not-For-Profit
Corporation Act of 1971 in the State of Indiana.
SECTION 3. Quorum. At all annual or special meetings of the
Association membership quorum shall be the presence at such meeting of at least
thirty percent (30%) of the total regular membership of the Association.
SECTION 4. Voting.On all questions or issues presented for a
vote at the annual meeting or any special meeting of the Association membership,
each regular member whose dues are paid shall be entitled to cast one
vote.Except as otherwise required by
these By-Laws, all questions or issues presented to a vote of the Association
membership shall be authorized by a majority of the votes cast at an annual or
special meeting of the Association membership entitled to vote thereon provided
that the affirmative votes case in favor of any such action shall be at least
equal to the quorum required by Section 3 of this Article.
SECTION 5.Action by Association Membership Without a Meeting.
Notwithstanding any other provisions of this Article X to the contrary,
whenever any question or issue is presented for a vote of the Association
membership, such vote may be taken without a meeting by written consents
(either mail or telegram) setting forth the action so taken and signed by the
member.Action by the Association
without a meeting as permitted by this section may be authorized by the Board
of Directors provided written notice thereof and a statement fully explaining
the proposed action is mailed to all members not less than thirty (30) days
prior to the return date requested for such action.
SECTION 6.Order of Business.At
any meeting of the Association membership, the order of business shall be as
stated on the agenda for the meeting furnished with the notice of such meeting
required by this Article.
SECTION 7.Parliamentary Rules.At all meetings of the Association, including the Board of Directors,
all questions of procedure shall be disposed of under Roberts' Rules of Order
when not in conflict with these By-Laws.
Article X
COMMITTEES
SECTION 1.Standing Committees.The following standing committees shall be established within the
Association:
(a)Nominating Committee
(b)Program / Professional Development Committee
(c)Attendance
(d)Hospitality
(e)Scholarship
The Board of Directors of the Association shall be
authorized from time to time to designate additional committees as a Standing
Committee whenever, in their sole judgment, such action is deemed necessary.
SECTION 2.Special Committees.The President, with the approval of the Board of Directors of the
Association, shall appoint such other special committees, subcommittees or task
forces as may be deemed necessary and which are not in conflict with other
provisions of these By-Laws, and the duties of any such special committee shall
be prescribed by the Board of Directors upon their appointment.
SECTION 3.Nominating Committee.A Committee of at least three (3) members shall be appointed by the
President no later than sixty (60) days prior to the Annual Meeting, which
shall be known as the Nominating Committee.
Not more
than one (1) member of this Committee shall be a member of the Board of
Directors.
The names
of consenting nominees for the various offices and Directors for the ensuing
year shall be sent by the Nominating Committee to the Secretary, by whom such
list of nominees shall be published in the Newsletter 30 days prior to the
annual meeting and meeting notice and also announced at the regular meeting
immediately preceding the Annual Meeting in the spring.
Any five
(5) or more regular members, acting jointly, may present to the Secretary, not
later than one (1) week prior to the Annual Meeting, the names of any
candidates whom they wish to nominate and the respective offices for which they
are nominated.The Secretary shallannouncesuch nominations prior to the election.
Election
of officers shall be by majority vote of regular members at the Annual Meeting.
Article XI
FINANCES
SECTION 1.Fiscal Year.The fiscal year of the Association shall begin on July 1 of each year
and terminate on June 30 of the ensuing year.
SECTION 2. Appropriations. The
Board of Directors shall be authorized to make any appropriations or
expenditures authorized by the Not-For-Profit Corporation Act of 1971 in the
State of Indiana, and which appropriations or expenditures are in compliance
with all federal, state, and local statutes, ordinances, rules, and regulations
SECTION 3.Scholarship Funds. Separate books of account shall be
maintained by The Association with respect to said scholarship funds.And in the event of the eventual dissolution
ofThe Association, said scholarship
funds may not be used for any general purpose of TheAssociation.The Board of
Directors will disperse remaining funds as grants to the local universities
located within the boundaries of this Association.
Article XII
DISSOLUTION
SECTION1.Dissolution.The Association may be dissolved upon
adoption of a plan of dissolution and distribution of assets adopted by the
Board of Directors and approved by the
regular members of the Association in accordance with the
Not-For-Profit Corporation Act of 1971 in the State of Indiana, as amended from
time to time.
SECTION 2.Dedication of Funds.The Association shall use its funds only to accomplish the objectives
and purposes specified in these By-Laws and no part of said funds shall inure
or be distributed to the members of the Association.
Article XIII
CHAPTERS
From
time to time the Association may desire to establish Chapters.A Chapter may be established upon resolution
by the Board of Directors and a vote by the members of the Association and the
terms and conditions for establishment and operation of Chapters will be voted
upon by the membership at said time.
Article XIV
AMENDMENTS
These
By-Laws may be amended at any regular meeting of this Association by an
affirmative vote of two-thirds of the regular members present, provided the
proposed amendment shall have been submitted in writing and published in the
notice for such meeting, and, in addition, announced at the previous regular
meeting of the membership.
