| PMA Bylaws |
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ARTICLE I SECTION 1. Name. The name of this Association shall be The Purchasing Management Association of South Bend, Inc., a nonprofit corporation organized and existing by virtue of the laws of the State of Indiana (hereinafter refereed to as the Association). SECTION 2. Location: The principal office of the Association shall be located in the City of South Bend, State of Indiana or in such other localities as may be determined by the Board of Directors. |
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ARTICLE II The Association is a not-for-profit corporation organized and operated not for pecuniary profit, but exclusively for educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code (hereinafter referred to as the "Code"), and in this connection, the purposes for which the Association shall be organized and operated are as follows:
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 Compliance, as amended from time to time by the Board of Directors of ISM. |
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ARTICLE III SECTION 1. GENERAL. The Association shall be affiliated with the ISM in accordance with the procedures set forth in the ISM Bylaws, and the Association shall comply at all times with ISM policy as it may be adopted from time to time by the ISM Board of Directors and the provisions of this Article III. SECTION 2. CONDITIONS OF AFFILIATION. The Association shall be obligated as a condition of affiliation with ISM to comply with the following:
SECTION 3. SUSPENSION OR TERMINATION OF AFFILIATION. The affiliation with ISM of the Association may be suspended by a two-thirds vote of the ISM Board of Directors for violation of or failure to comply with the ISM Bylaws, including specifically, but without 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 District IV Council. If the District IV 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, 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 ISM Executive Committee at the principal office of ISM at which the Association shall have the right to be heard to defend against such charges. If the Association is suspended or terminated it may be reinstated by a two-thirds vote of the ISM Board of Directors at any time subsequent to such suspension or termination upon proper showing of good cause to justify a reinstatement of affiliation with ISM |
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ARTICLE IV SECTION 1. REGULAR MEMBERSHIP. A person shall be eligible to be a regular member of this Association who satisfies the eligibility requirements of a regular member of an Affiliated Association as defined in the bylaws of the Institute of Supply Management (ISM), as amended from time to time. Regular members of this Association shall have the right to cast one (1) 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. SECTION 2. NON-VOTING MEMBERSHIP. The Association shall have the following membership classes which shall not represent regular membership in ISM nor entitle any member of such class neither to vote or hold office in the Association nor to serve as chair of the Association's Committees: (a) Associate Members. A person who satisfies the eligibility standards of Article 4 Section 1 provided that at least one member of the same company holds a regular membership in the Association, for each three Associate Members.
(b) Honorary Members. A person not qualified for regular membership but who has rendered distinguished or unusual services to the purchasing management and materials management profession, and who has been elected to the class of membership by vote of the Board of Directors of the Association. Election to honorary membership shall be for such period as the Association may designate, but the Board of Directors of the Association shall have the authority and duty to revoke the honorary membership of any individual whenever they shall determine that continuation of the honorary membership would be inconsistent with the policies and objectives of ISM or the Association.
(c) Dues Free Members: (1) Honorary members as described in Section 2 (b) of this Article shall be exempt from payment of dues and fees.
(2) Regular members described in Section 1 of this Article may receive all the benefits of membership in ISM and this Association, and be exempted from payments of all dues and fees. These exemptions must be approved by the ISM Board of Directors. SECTION 3. SALES ACTIVITY. No person shall be admitted to membership, or shall be retained as a member of the Association who engages in the solicitation of orders, or who is in charge of; or primarily responsible for sales, even though such person may be otherwise eligible for membership; provided, however, that no person shall be ineligible by reason of incidentally disposing of scrap, surplus stock or equipment of the concern by which he is employed. The eligibility of an editor, secretary or business manager employed by the Association shall not be affected by reasons of sales activities directly related to any magazine, bulletin, or other publication, or any exhibit, product show or similar activity sponsored by the Association. SECTION 4. ADMISSION OF MEMBERS. Admission of all persons for membership in the Association shall be in accordance with the following procedures: (a) The Membership Committee of the Association shall review all applications for membership in the Association which shall be in writing and on a form prepared by the Committee.
(b) The Membership Committee shall advise the Board of Directors of the Association concerning the eligibility of all applicants for membership in the Association.
(c) The Board of Directors of the Association shall approve or deny all applications for membership in the Association. SECTION 6. DENIAL OF MEMBERSHIP. The Association shall have the right to deny membership to any applicant who fails to satisfy the eligibility requirements for any class of membership provided; however, denial of membership shall occur only after the applicant has been advised of the proposed denial of membership and has been given the opportunity to submit proof in support of his or her eligibility for membership in the Association. An applicant denied membership in the Association shall be given written notice of such denial and shall be advised in writing that he or she may appeal the action taken by the Association to the Affiliate Support Council by filing a notice of intent to appeal to the Affiliate Support Council at least thirty (30) days prior to the next regularly scheduled meeting of the Affiliate Support Council. Upon receipt of a timely filed notice of appeal, the Affiliate Support Council shall consider the appeal and shall allow the applicant the opportunity to submit proof in support of the applicant's eligibility for membership in the Association. Except for rare and extraordinary circumstances, the decision of the Affiliate Support Council concerning denial of membership shall be final and binding and the denial will not be considered by the Board of Directors of ISM. SECTION 7. EXPULSION OF MEMBERS. The Association shall have the right to expel a member of any classification from membership in the Association for nonpayment of dues or for violation of the provisions of these Bylaws, the ISM Bylaws, the ISM Policies, the ISM Policy Manual for National Groups and Forums, the ISM Standards of Conduct or such other statements of policy as may be adopted by the Association or the ISM Board of Directors from time to time. Expulsion for any reason other than nonpayment of dues shall occur only after the member has been advised of the proposed expulsion and the reasons therefore and has been given an opportunity to submit proof in support of continued membership in the Association. A member expelled from membership in the Association shall be given written notice of such expulsion and shall be advised in writing that he or she may appeal the action taken by the Association to the Affiliate Support Council by filing a notice of intent to appeal to the Affiliate Support Council at least thirty (30) days prior to the next regularly scheduled meeting of the Affiliate Support Council. Upon receipt of a timely filed notice of appeal, the Affiliate Support Council shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in the Association. The decision of the Affiliate Support Council concerning expulsion of a non-voting member shall be final and binding and the expulsion will not be considered by the ISM Board of Directors. Except for rare and extraordinary circumstances, the decision of the Affiliate Support Council concerning expulsion of a regular member will likewise be final and binding and the expulsion will not be considered by the ISM Board of Directors.
SECTION 8. TRANSFERABILITY OF MEMBERSHIP. Membership may be vested in the firm or individual, however, regular membership may be transferred pursuant to the ISM Policy Manual. |
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ARTICLE V 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/Forum 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/Forums which shall be organized and operated with 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 standards set forth in Section 1 of Article IV and provided, further, that at least one member of the same company holds a regular membership in the Association. Associate members shall not vote or hold office in the Group/Forum. |
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ARTICLE VI SECTION 1. AMOUNT. The annual dues for regular members and for non-voting members shall be determined from time to time by a two-thirds vote of the Directors attending a regular Board of Directors meeting and with approval by a two-thirds vote of attending members at the first regular Association meeting thirty (30) days after notification of the proposed change is made to the membership. Annual dues for regular members of the Association shall include an amount equal to the annual dues in effect 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 of or 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. Said amount shall be payable on the first of the month in which they are elected to membership in the Association. SECTION 3. NONPAYMENT OF DUES. A member of the Association whose dues are 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 similar other 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 Nov.15 of each year an invoice for annual dues payable for each category of membership as of January 1 of the next succeeding calendar year. |
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ARTICLE VII 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 Bylaws 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 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 will be composed of the President, Vice Presidents, Secretary, Treasurer, Business Manager, and Permanent Committee Chairman (which consist of Membership and Programs Chairs). SECTION 3. TERM OF OFFICE. The terms of all officers except Secretary and Treasurer will be for a period of one year, or until their successors are duly appointed by the President subject to approval by a two-thirds vote of the Board. No one individual will hold the office of President more than two terms in succession. The secretary and Treasurer will be elected for two-year terms and may not succeed themselves in office. These two-year terms will be staggered so that they will not expire the same year. SECTION 4. VACANCIES. Vacancies on the Board of Directors will be filled by Presidential nomination and approval by a two-thirds vote of the remaining Board members. SECTION 5. MEETINGS. The Board of Directors will meet at least once monthly, or as required. SECTION 6. BOARD ACTION BY CONFERENCE TELEPHONE. The President may initiate action and receive Board approval on urgent action by conference telephone in extraordinary circumstances. SECTION 7. QUORUM AND VOTING. A simple majority of the Board of Directors is required for a quorum and for any official vote. |
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ARTICLE VIII SECTION 1. NOMINATING COMMITTEE. The President will, at least sixty (60) days before the annual election meeting, appoint a Nominating Committee composed of the Executive Board, who will submit the names of nominees for officers and Directors of the Association for the ensuing year. The President will announce in a suitable manner, that members are privileged to suggest to the Chairman of the Committee the names of persons suitable to fill the vacancies to occur. SECTION 2. ANNOUNCEMENT. The names of nominees will be announced at the regular meeting next preceding that at which the election is to take place. SECTION 3. OTHER NOMINEES. Any five or more regular members, acting together, may, at the annual election meeting, or earlier, nominate other candidates for the offices to be filled. Nominations must be in writing and signed by those proposing. SECTION 4. VOTING. Election to any office will require a majority of the votes cast. SECTION 5. INSTALLATION. Newly elected officers will take office immediately following the last regularly scheduled meeting in June. |
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ARTICLE IX SECTION 1. OFFICERS. The officers of the Association shall be the President, Vice President, Secretary, and Treasurer. SECTION 2. ELECTION. The officers shall be elected by the regular members of the Association at their annual meeting held in accordance with Article IX 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 have, in addition, the duties made incumbent upon the office by any other provision of these Bylaws 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 First Vice President shall assume the office of President and shall perform all the duties of such office for the unexpired term. SECTION 4. DUTIES OF VICE PRESIDENT. The Vice President 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 President shall perform all duties of the office of President until such time as the incumbent is able to resume the duties of the office. 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 safekeeping of all corporate and membership records of the Association; the serving or publication of all notices required by law or these Bylaws 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 maintain a full and accurate account of all receipts and 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 check 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. |
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ARTICLE X SECTION 1. ANNUAL MEETING. The annual meeting of the Association membership shall be held in May of 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 30 days prior thereto. SECTION 2. SPECIAL MEETINGS. Special meetings of the Association membership may be called by the Board of Directors, due notice of which will be sent to members. SECTION 3. QUORUM. At all annual or special meetings of the Association membership a quorum shall be the presence at such meeting of at least ten percent (10 %) 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 Bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the votes cast at an annual or special meeting of the Association membership. SECTION 5. ORDER OF BUSINESS. At any meeting of the Association membership, the order of business shall be as stated on the agenda for the meeting. SECTION 6. PARLIAMENTARY RULES. All meetings of the Association, including the Board of Directors, shall be conducted under Robert's Rules of Order when not in conflict with these Bylaws. |
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ARTICLE XI SECTION 1. STANDING COMMITTEES. The following standing committees shall be established within the Association: (a) Membership Activities Committee (b) Professional Development Activities Committee (c) Public Relations Committee (d) Program Committee 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 Bylaws and the duties of any such special committee shall be prescribed by the Board of Directors upon their appointment. |
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ARTICLE XII 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 following year. SECTION 2. APPROPRIATIONS. Funds appropriated in the annual Purchasing Management Association of South Bend, Inc., budget shall be allocated to each funded activity. "Funded activities" are defined as those elements of the annual Purchasing Management Association, Inc., budget for which there are anticipated expenses during the fiscal year such as membership dues to ISM, meetings, workshops, office expenses, officers' and directors' expenses, and committee expenses. During the appropriation year, it shall be necessary for each funded activity to receive Board of Director's approval if it should become necessary to exceed its allocated amount in the annual budget. |
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ARTICLE XIII SECTION 1. 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 statutes of the State of Indiana. SECTION 2. DEDICATION OF FUNDS. The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and 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 organizations engaged in the promotion or education of purchasing and materials management profession to be selected by the Board of Directors and regular members of the Association. |
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ARTICLE XIV SECTION 1. LITIGATION. This Association shall indemnify any director or officer, made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of this Association served in any capacity at the request of this Association, by reason of the fact that he or she, his or her testator or intestate, was a director or officer of this Association or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein; provided, however, that no indemnification shall be made to or on behalf of any director or officer if a judgment or adjudication adverse to the director or officer establishes that his or her act was committed in bad faith or the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage in which he or she is not legally entitled. SECTION 2. AUTHORIZATION. Any indemnification made pursuant to Section 1 of Article XV hereof, shall be made by this Association; if authorized in one of the following ways: (a) By the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has not violated the standard of conduct as set forth in Section 1 of Article XV hereof;
Or
(b) If a quorum under subparagraph (a) above is not obtainable or even if obtainable, a quorum of disinterested directors so directs: (1) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the standard of conduct set forth in Section 1 of Article XV has not been violated by such director or officer, or (2) by the members upon a finding that the director or officer has not violated the standard of conduct set forth in Section 1 of Article XV.
SECTION 3. EXPENSES INCURRED. The Association shall pay expenses incurred in defending a civil or criminal action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts as, and to the extent, the person receiving such advancement or allowance is ultimately found, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by this Association exceed the indemnification to which he or she is entitled. If any action with respect to indemnification of directors and officers is taken, then this Association shall, not later than the next Annual Meeting, unless such meeting is held within three (3) months from the date of such action and, in any event within fifteen (15) months from the date of such action, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the action taken.
SECTION 4. PERSONAL LIABILITY. The directors of this incorporated Association shall not be personally liable to the Association or its members for damages for any breach of duty in his or her capacity as such: provided, however, that this provision shall not limit or eliminate the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation or law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated Section 719 of the Not-For-Profit Corporation Law (NOTE: or appropriate section of Indiana applicable law), or for any act or omission which occurred prior to the adoption of this provision. |
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ARTICLE XV SECTION 1. Proposed Amendments shall be submitted to the Board of Directors in writing and signed by any five of more regular members. The President will appoint a review committee who will review such proposed amendments and report on them to the Board. SECTION 2. Two-thirds vote of the attending Board Members at a regular Board of Directors meeting shall be required prior to submission of amendments to the membership for approval. SECTION 3. Thirty (30) days advance notification of proposed amendments shall be given the membership and a two-thirds vote of the attending members at the next regular meeting after notification shall be required to amend. |