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DRAFT COPY
BYLAWS OF THE ARKANSAS JEWELERS ASSOCIATION
ARTICLE I
NAME AND AFFILIATION
The name of this association shall be the Arkansas
Jewelers Association, with perpetual duration, and herein referred to as “the Association”
or the acronym “AJA”. The Association
may be affiliated with other associations on a state or national level provided
that such associations, societies or organizations shall be engaged in activities
of a nonprofit nature whose purpose, goals and activities are substantially similar
to those of this Association.
The office of the Association shall be the address
of the currently elected Treasurer or state headquarters office of AJA. The Association
may have such other offices, within the State of Arkansas, as the Executive Board
may determine or as the affairs of the Association may require from time to time.
ARTICLE II
PURPOSE
The purpose of the Association is to promote the
general welfare, standing and prosperity of the jewelry industry in the State of
Arkansas. In furtherance of this purpose, but without limitation, to do any of or
all of the following:
·
To inspire the observance
of high jewelry business standards and conduct in the jewelry industry and profession.
·
To encourage the adoption
of such business methods and high moral standards as will make for efficient and
economical operation and adherence to sound business policies and practices.
·
To engage in and support
general market, statistical, economic and business research and analysis and distribute
facts, figures, news and information of every kind and description and to prepare
and render reports respecting same.
·
To generate cooperative
action among the members of the jewelry industry and with other industries, groups
and organizations directed at the promotion of the general welfare and advancement
of the jewelry industry.
·
To form, organize, develop,
assist, receive assistance from, cooperate with, consult, and exchange advice and
information with national, local, and other affiliated units.
·
To arrange, organize,
operate, promote trade shows, conventions, displays, relating to the jewelry industry,
and to do all things necessary or convenient to that end; provided that any and
all proceeds accruing there shall be used solely for the purposes herein set forth
and that no part of said proceeds shall inure to the benefit of any members of this
Association.
·
To solicit, accept and
receive contributions, dues and subscriptions and to deal with, use and expend the
same solely for the purposes and on the conditions herein set forth, provided, nevertheless,
that all activities pursued by this Association shall be solely for the purposes
herein set forth and that no part of the income of said Association shall inure
to the benefit of any members thereof.
·
To exercise and possess
all powers, rights and privileges necessary or incidental to the purposes for which
the Association is organized or to the activities in which it is engaged, including
the right to enter into, make and perform contracts of every kind and description,
the right to use and enforce contracts or assert any rights, powers and privileges
granted by the laws of this State to associations except as are inconsistent with
the purposes hereof.
ARTICLE III
Members
Section 1:
Any person, firm, corporation or partnership engaged in the retail jewelry industry
in the State of Arkansas may be admitted to membership in this association provided
that appropriate dues have been paid for the current year and have complied with
such other requirements, qualifications and conditions as may, from time to time,
be established by the Board of Directors. The fiscal year of the Association shall
commence on January 1st and end on December 31st of each year.
Section 2: Membership in this association shall not
be assigned, nor shall any purchaser at execution sale or any other person who may
succeed by operation of law or otherwise to the property or interests of a member,
be entitled to membership or to become a member of the Association by virtue of
such transfer. No voluntary consolidation
or merger of a member corporation, partnership or other business firm shall be deemed
a transfer or assignment within the meaning of this section, but the merged or consolidated
successor corporation shall continue as a member of the Association in the place
and stead of the original member.
Section 3: Resignation: Any member may withdraw or
resign from the Association by giving notice to Association headquarters or the
secretary of the Association their desire to that effect.
Such resignation shall not relieve the resigning member from any obligations,
which existed prior to his resignation.
Upon death, dissolution or substantial withdrawal from the retail jewelry industry
of any member, his membership shall thereupon terminate.
Section 4: Suspension: Any member may be suspended or
expelled from this association for cause.
However, no member shall be suspended or expelled except after a hearing, and by
a two-thirds (2/3) vote of the Board of Directors.
Such member shall be entitled to notice of the charges against him and the
time of and place of hearing thereon, which notice may be served either personally
or by registered mail addressed to his address appearing on the records of the Association,
mailed not less than thirty (30) days prior to the fixed time for hearing.
The Board of Directors shall be the sole judge as to whether a member has
committed any act or acts constituting grounds for discipline and the extent of
the penalty to be imposed. Suspension
or expulsion shall not terminate any pre-existing obligation of membership.
Section 5:
Application for membership in the Association shall be accepted or rejected by the
Executive Director or the President.
In the event an applicant is rejected the applicant shall be given written notification
of the reason for rejection and advised that an appeal may be taken to the Executive
Committee of the Association at its next regularly scheduled meeting.
The applicant may then submit further information or may appear before the
Executive Committee for reconsideration of application.
A rejected applicant shall be admitted to membership upon affirmative vote
of a majority of the members of the Executive Committee.
Section 6: Membership
Classification
A. Active
Retail Members
Active Members shall be those persons actively engaged
in the jewelry profession and industry related professions in the State
of Arkansas who meet eligibility requirements of Jewelers of America.
Those retail jewelry members who are registered with the State of Arkansas
and who hold a commercial business address and an active state tax identification
number shall be qualified to actively participate in the Association, have full
voting rights, may serve on committees, and hold elective and appointive offices
when qualified as set forth in these Bylaws.
B. Associate
Members (Travelers)
Associate Members shall be those persons/companies actively
engaged in the jewelry industry or related supplier of goods or professions located
inside or outside the State of Arkansas geographic boundaries.
These members may actively participate in the Association and may serve on
committees and shall consist of at least four (4) seats on the Board of Directors.
At no time shall the Board have more than one Associate Member Director for each
two regular Directors. The Associate Member Directors shall not have voting power
or hold any elected position at the Executive Committee level.
C.
Student Members
Student Members shall be those persons with an interest
in the jewelry profession and the aims and purposes of the Association, and who
are actively pursuing accreditation in the field.
Student Members shall not hold state elected office positions and shall not
have voting rights. Student members
may serve on standing or ad hoc committees, and enjoy all other privileges and benefits
of membership. Proof of continuing education in the jewelry field must accompany
membership application.
Section 7:
Each class of membership shall pay to the Association
headquarters annual state dues in the amount decided upon at the annual conference
or special called meeting of the members of the Association.
Dues will be billed on an annual or monthly basis during the fiscal year
as determined by the Executive Board of Directors. Annual dues shall be due and payable
on or before the expiration date of the month joined.
Member dues must be current 30 days prior to the annual membership
meeting before a member may vote on state business issues, elections and committee
concerns.
Section 8:
A. On all issues coming before the membership, each eligible member shall be entitled to one vote.
B.
Members of this Association
may be required to vote in person, online voting, by fax or mail as deemed appropriate
for the occasion or as directed by the Board of Directors.
C. All questions, the manner
of deciding which is not otherwise prescribed by law or by these bylaws, shall be
decided by simple majority vote of the members voting thereon.
ARTICLE IV
OFFICERS
Section 1: The Officers of the Association shall
be a President, President Elect/Vice President, Secretary, Treasurer and Past President. The officers must be members of the
Board of Directors. The offices of Vice President, Secretary or Treasurer may be
combined at the discretion of the Board of Directors.
Section 2: Said
officers shall be elected by the Board of Directors of the Association and shall
take office immediately after the annual meeting of the members.
Section 3: The officers of the Association shall have such duties and powers as shall be vested in them by statute, the by-laws of the Association and resolutions from time to time by the Board of Directors and the Executive Committee.
Section 4: Any officer may be removed, with or
without cause, at any time, by a two-thirds (2/3) vote of the directors at any regular
meeting of the Board of Directors or any special meeting thereof, provided that
notice of such proposed action shall be included in the notice of such meeting of
the Board of Directors. At such meeting
the officers against who removal action is proposed shall be given full opportunity
to be heard as shall the members of the Board of Directors seeking his removal,
and thereupon a secret ballot shall be taken. If, by a two-thirds (2/3) vote of
the Board of Directors, such ballot shall be case in favor of said removal, that
officer shall thereby be removed from his office and his office shall be deemed
vacant and shall be filled as provided in these by-laws.
Section 6:
Duties of Officers
A. President
The President shall:
1) preside
at all meetings of the Association and of the Board of Directors;
2)
be a member of all committees except the Nominations Committee;
3)
serve as chair of the Executive Committee;
4)
appoint all committee
chair positions when needed or required and see that all committees are functional
5)
appoint special committees,
when necessary, with approval from the Board of Directors;
6)
approve, with the Treasurer,
travel expenses on a case-by-case basis in advance of
travel departure;
7)
appoint vacancies in
committees;
8)
perform such other duties
as may be directed by the Board.
B.
President Elect/Vice-President
The President Elect/Vice-President shall:
1) preside
at all meetings
in the absence of the President;
2) assume
the office of President after serving his/her term as President Elect;
3)
perform such other duties
as may be directed by the President, or the Board;
4)
shall coordinate such
awards as the annual president’s plaque, out going Board of Director certificates,
and contest winners.
C: Secretary
The Secretary shall:
1)
be responsible for recording
minutes of all meetings of the Association, the Annual Conference, the Board of
Directors and filing with headquarters;
2)
supply written minutes
thereof within 20 days of said meeting;
3)
maintain current rosters
of the officers and committees of the Association;
4)
oversee distribution
of all financial notices as prescribed by these Bylaws;
5)
perform such other duties
as may be directed by the President, or the Board.
D: Treasurer
The Treasurer shall:
1)
have charge of funds
and disbursements of the Association, under the supervision of the Executive Board
and subject to approval of the Board. All checks of the Association shall be signed
by the Treasurer and approved by the President or designated management representative;
2)
be required to give bond,
the cost of the bond to be paid by the Association;
3)
keep an itemized account
of all monies received and disbursed, including per capita dues or assessments from
members and make a report thereof at each Board of Directors meeting;
4)
submit a statement of
financial condition of the Association’s books and records which shall at all times
be open and accessible to inspection and audit by the Board of Directors or the
Executive Committee;
5)
present to the Board
of Directors an annual budget;
6)
serve as the chairman
of the Finance Committee.
E.
Immediate Past President
The Immediate Past President shall:
1)
serve as a member of
the Executive Committee and shall perform such other duties as may be assigned by
the Executive Committee and President;
2)
serve as JA liaison;
3)
shall serve as Nominations
Chairman, to seek and set in motion requests for nominees for vacancies in board
and officer positions as they become open.
ARTICLE V
BOARD OF DIRECTORS
Section 1: Powers
A.
The corporate powers, business and property of the Association
shall be exercised, conducted and controlled by a Board of Directors of not less
than twelve (12) and not more than eighteen (18) members, including the Associate
Members.
B.
Each member
of the Board of Directors must be a member in good standing of the Association.
C.
Directors
shall be elected annually from the members of the association.
Said election or Director confirmation shall take place at the regular annual
meeting of the Association.
Section 2: Meetings
A.
Regular Meetings-
The Board of Directors shall meet before each annual election at a regular Board
of Directors meeting. The purpose shall be that of organizing the candidates for
office submitted by the membership to the Nominations Committee.
The Board of Directors shall select a President, Vice-President, Secretary,
and Treasurer, for approval of the membership at the annual meeting. The appointment
or continuance of an Executive Director shall also be a point of order for this
meeting.
B.
The Board
of Directors shall meet at least three times a year regularly on such days and at
such times and places as the members thereof or the President shall, from time to
time, determine.
C.
Special Meetings-
Special meetings of the Board of Directors may be called by the President or by
the Executive Director at any time, and must be called by the President or the Executive
Director at the request or approval of six (6) of the directors.
Notice of such special meeting shall be mailed, emailed, faxed or telephoned
to each director at least ten (10) days before the time of said meeting.
A special meeting of the Board of Directors may be called at any time by
a simple majority of the directors who indicate, by telephone, email, or fax, that
they can be present.
Section 3: Purpose
No notice of any regular meeting of the Board of Directors need specify the business to be transacted. Notice of special meetings of the Board shall state the purpose for which the meeting is called.
Section 4: Quorum
A simple majority of the Board of Directors
shall constitute a quorum at each regular or special meeting of the Board of Directors.
Section 5: Vacancy
Any vacancy in the Board of Directors
or officers shall be filled by a majority vote of the Board present at the meeting
at which the vacancy is filled.
a.
Any director
who ceases to be a member of this Association shall thereupon cease to be a member
of the Board of Directors.
b.
No resignation
of a member of the Board of Directors shall take effect so long as such resignation
would reduce the membership of the Board to a number less than is necessary to form
a quorum thereof.
c.
Any one of
the directors may be removed with or without cause at any time by a two-thirds (2/3)
vote of the members present in person or at any special meeting of the members called
for the purpose. At such special meeting
the members of the Board of Directors against whom such removal is proposed shall
be given full opportunity to be heard, as shall the members making such request. A secret ballot shall be taken; if such
ballot shall be against such member for removal, that member of the Board of Directors
shall be removed from the office of director and his/her office shall be deemed
vacant and shall be filled as provided in theses by-laws.
Section 6:
At any meeting of the directors, all
questions shall be decided by a simple majority of those present and eligible to
vote.
Section 7:
The Board of Directors may provide by
contract or otherwise for the compensation of such
officers, agents and employees as it shall, by resolution, decide and shall
fix the amount and conditions of such compensation and may modify the same from
time to time.
Section 8:
The Board of Directors shall have control
and management of the affairs of the Association with authority to engage and discharge
employees and agents of the Association, fix salaries, create committees and do
everything necessary in the conduct of the business of the Association and in accordance
with the by-laws.
Section 9:
In addition to the powers by these bylaws
expressly conferred upon the Board of Directors, it may exercise such powers and
do such lawful acts and things as are not by statute, by the Certificate of Incorporation
or by these bylaws required to be exercised by members.
ARTICLE VI
MEETINGS
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