(This copy of revised By-Laws adopted by vote at Membership Meeting 06/17/2014)
MIDDLE TENNESSEE INDUSTRIAL DISTRIBUTORS ASSOCIATION INC.
A TENNESSEE CORPORATION
Name and Objectives
This Association shall be known as the Middle Tennessee Industrial Distributors Association, Inc.
The objectives of the Association shall be:
- To promote the image and interest of the Industrial Distributors and other businesses in our area.
- To enhance the economic position of the Distributor and/or business.
- To better serve the business customer.
- To enhance the community is to enhance the Association.
Membership and Membership Meetings
All Industrial Supply Firms and local businesses located in the Middle Tennessee trading area or firms with branches located in said area may be eligible for membership, provided they meet the following requirements:
- Must have been engaged for a minimum of one (1) year in the Middle Tennessee Trade Area in the distribution of industrial supplies, including but not limited to wholesale hardware supplies, plumbing supplies, electrical supplies, material handling supplies, die supplies or machinery;
- Will also include any legitimate business supplying goods or services to the Middle Tennessee Trade Area.
- Must maintain at least an office, building, warehouse, etc in the Middle Tennessee Trade Area.
- Employ a minimum of one salesperson.
- File an application of membership with the Association's Secretary-Treasurer, and/or Membership Committee Chairman;
- Have not been previously suspended or expelled from membership of the Association;
- Each eligible firm shall be entitled to one (1) membership after the receipt of Dues and Membership Fee and acceptance of their application by the Board of Directors. Member firms may be represented at Association meetings by one or more from their management, but will be entitled to only one vote by the designated official representative on record with the Secretary-Treasurer. The official representative shall have the authority to make binding decisions pertaining to his firm and Middle Tennessee Industrial Distributors Association. Any firm whose official representative does not have the authority to commit his firm on matters pertaining to Middle Tennessee Industrial Distributors Association will lose its vote. Additional member company attendees will be referred to as Associate members.
- Official representatives of former member companies may attend meetings and participate in association activities, but will not have a vote. They will be referred to as Privileged members.
The annual meeting of members of the Association shall be held concurrent with the regular monthly meeting in December of each year. Meetings of the Association shall be held once a month at a time and place specified by the President. The Secretary-Treasurer shall notify the membership at least ten (10) days prior to each meeting. The President shall have the authority to call special meetings of the Association upon ten (10) days notice to the membership of the time and place of such meeting.
Twenty percent (20%) of the membership of the Association shall constitute a quorum for the transaction of business at any meeting.
Membership in this Association is not transferable or assignable other than is herein provided. In the event a member shall sell or transfer his business to another, the purchaser may apply for a transfer of membership. Such application for transfer shall be submitted to the Board of Directors for its approval. All applications for transfer shall be deemed approved upon receiving the favorable vote of a majority of the Board of Directors.
The Board of Directors, after investigation and a hearing, shall have the power to expel any member of the Association for misconduct in his relations with the Association, for non-payment of dues or for dishonorable, unprofessional, unlawful, dishonest, or unethical conduct. Firms ceasing to be members for any cause forfeit all rights and privileges of membership.
Any firm which has not paid its dues by March 31 shall be subject to suspension from membership, after discussion by the Board of Directors. Such members shall be duly notified in writing by the Secretary-Treasurer thirty (30) days before suspension. Failure to respond to this notice will constitute disinterest and cause automatic suspension.
The Board of Directors
The management of the affairs of the Association shall be vested in a Board of Directors composed of 6 members
Officers of the Association shall automatically serve as members of the Board of Directors during their term of office. In addition thereto, the immediate outgoing President shall automatically become a member of the Board of Directors for a period of one year. His term of office shall begin when his duly elected successor takes office. In addition thereto, the remaining members of the Board of Directors shall be elected at the Association's annual meeting from the membership at large and shall serve for two (2) years each. A Director shall be elected at the annual meeting to fill the unexpired terms for any vacancy occurring during the year preceding such meeting and filled temporarily by the Board as set forth in Section 5 of this Article.
The Board of Directors shall meet at such other times and such places as the President may direct.
A majority of the Board shall constitute a quorum for the transaction of business at any meeting.
The Board shall fill any vacancies occurring therein, provided, however, that a Director thus elected shall serve until the next annual meeting of members.
The officers of the Association shall consist of a President, a Vice-President, and a Secretary-Treasurer to be elected by a vote of the membership at large at the Association's annual meeting for a term of one (1) year. All officers automatically serve as members of the Association's Board of Directors for the duration of their term of office.
The vacancies occurring in any of the offices of the Association shall be filled by the Board of Directors, and any officer thus elected shall serve only until the next annual meeting of members.
Duties of Officers
The duties of the Officers of the Association shall be:
President: To act as chief executive officer of the Association, to preside at its meetings and the meetings of its Board of Directors and to perform all such duties ordinarily incumbent upon a presiding officer. It shall be the duty of the President to cause a review of the Association's books to be made annually by the Association's Finance Committee with the President, Secretary/Treasurer, and Organization Co-ordinator available to respond to questions. A report of the results thereof is to be made at the Association's Board of Directors and General Meetings in April.
It shall also be the responsibility of the President to cause the timely filing of reports in the behalf of the Middle Tennessee Industrial Distributors Association as required by the Internal Revenue Service, State of Tennessee and/or other governmental agencies.
Vice-President: To perform the duties of the President in the absence of that officer and to act as Chairman of the Membership Committee.
Secretary-Treasurer: To maintain an active roll of members of the Association and to record and maintain minutes of all meetings of the Association and its Board of Directors. To receive all dues and assessments paid by the members of the Association and keep books of record showing all financial transactions. To disburse and account for all funds of the Association and to report at the regular meetings or as directed by the President or Vice-President.
Checks drawn on the regular bank account of Middle Tennessee Industrial Distributors Association will be signed by any one of the three officers designated in Article IV Section 1.
Liability of Officers and Board Members
- A member of the Board of Directors or an Officer of the Middle Tennessee Industrial Distributors Association stands in a position of stewardship to the Association, relying upon the good faith intentions of the Officers or other members of the Board.
- In performing his duties, such Board member or Officer is always in a fiduciary relationship to the Association, uncompensated in any way, and should be held harmless for any decision, individual or group, which may be rendered in behalf of the Association or membership at large.
- In the event of any willful wrongdoing, criminal act, imprudent or reckless conduct, then that person shall stand liable personally, totally aside from the responsibility of the Association.
- When a Board Member or officer has the support and consensus of the Association, he should be supported and protected by the name and finances of the Association against any legal procedures or formal litigation excepting the conditions or eventualities mentioned in paragraph 3 above, including legal assistance, court costs, or other heretofore unstated and unpredicted expenses.
The president shall appoint a Nominating Committee composed of three (3) members of the regular meeting in October of each year. The said Committee shall submit the names of a nominee or nominees for the Board of Directors as the case may be, and a nominee for each of the offices of the Association to the President at the regular November meeting. The President shall transmit the Committee's report to all members of the Association within five (5) days thereafter.
At the annual meeting of the members, the names of the three (3) members nominated for the Association's offices and the member or members nominated for the Association's Board of Directors as the case may be, shall be placed in nomination together with such other nominations as may be made from the floor, and the nominees receiving the highest number of votes shall be declared elected officers and Directors for the ensuing one (1) year term in the instance officers, and a three (3) year term in the instance of Directors following the initial election.
The election may be by secret ballot or by a show of hands, at the direction of the presiding officer.
The election may be by secret ballot or by a show of hands, at the direction of the presiding officer.
Nominations to fill the unexpired term of vacancies in offices or on the Board shall be made by the Nominating Committee if the President shall so direct and from the floor of the annual meeting of members.
All committees shall be appointed by the President.
Annual dues and initiation fees for the Association shall be established by the Board of Directors. The established amount will cover monthly luncheon meetings for one (1) representative from each member firm, publicity projects, and other expense items as may be approved by the Board of Directors. Associate and privileged members will pay for meetings and activities they attend.
Any matter of procedure not herein provided for shall be governed by Robert's Rules of Order.
Whether individual, partnership or corporate, every member covenants for himself, his heirs, executors, administrators, successors and assigns that he will not prosecute or in any way take part in any action at law or in equity against the Association, its officers, directors or members of any of them for any claim of any kind arising out of action taken by or omission of the Association, its officers, directors or members in the exercise of any powers or privileges granted to them or any of them under these Bylaws or any statute or law. Every such member further agrees that if any action at law or in equity is brought contrary hereto in letter and/or spirit, then the provisions of this section shall be full and final bar and may be pleaded in bar to any such action in whatsoever court the same may be brought. Provided, however, that this paragraph shall not be given an effect inconsistent with the public policy or law of the State of Tennessee or of the United States.
These Bylaws may be amended by a two-thirds vote of those present and voting at any annual or special meeting of the Association, provided that at least ten (10) days notice of the substance of the proposed amendment and of the meeting is given to the membership.