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National Appliance Parts Suppliers Association

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BYLAWS

 

PREAMBLE

 

1.                    The foundation of this Association is integrity and fair dealing which flow mutual confidence to all concerned in the industry

2.                    The members of the Association seek merely the normal reward of business under our governmental system of free enterprise, namely, a fair profit margin, plus a safe reserve commensurate with the risks involved.

3.                    Each member shall conduct his business in a spirit of fairness to all and devotion to high ideals of courtesy and honesty.

 

ARTICLE I

NAME

 

The name of this Association shall be NATIONAL APPLIANCE PARTS SUPPLIERS ASSOCIATION, INC.  Its authorized abbreviation shall be NAPSA.

 

ARTICLE II

PLACE OF BUSINESS

 

The principal corporate office of the Association shall be located in a city where the Board deems advisable

 

ARTICLE III

OBJECTS AND PURPOSES

 

Section 1.  To promote and maintain a cooperative spirit between the distributors of appliance parts and their sources of supply.

 

Section 2.  To consider and deal with those common intra-industry problems such as management, marketing, employment and finances.

 

Section 3.  To give proper consideration and expression to questions affecting the industry and its members.

 

Section 4.  To cooperate with other industries and organizations for the purpose of fostering the commercial interests of its members.

 

Section 5.  To promote, maintain and conduct any other projects, enterprises or activities in which a corporation NOT FOR PROFIT may legally engage, and/or as may be in the future authorized by this body corporate according to its Constitution and Bylaws as they now stand and/or as they may be hereinafter amended.

 

Section 6.  This Association is not for pecuniary profit and shall not declare dividends.  No part of the dues, fees and assessments or monies collected by the Association shall on to the benefit of any member of the Association.

 

Section 7.  Upon dissolution of the Association, any unexpended funds on hand at the time shall be distributed to charitable organizations, to be selected by the Board Members of the Association.

 

 

 

ARTICLE IV

MEMBERSHIP

 

Section 1. Membership Qualifications.  A corporation, partnership or sole proprietorship operating its business free of financial control from any manufacturer whose goods it buys and sells may be proposed for membership if said applicant:

 

  1. Buys and warehouses representative stocks of major appliance parts,
  2. Is actively engaged in the parts distribution business and has been for a period of not less than one (1) year,
  3. Employs at least one (1) person other than the principal,
  4. Is sold by a representative cross section of the regular and recognized manufacturers of major appliance parts,
  5. Is principally engaged in the business of major appliance parts distribution, and
  6. Has no direct involvement in the repair of major appliances.

 

In order to be eligible for NAPSA membership, new applicants will be required to show that at least fifty (50%) percent of their annual gross sales of major appliance parts consists of wholesale sales to customers other than subsidiaries, affiliated or related firms or branches.  Applications for membership in NAPSA will be referred to the Board for presentation at the next Board Members meeting.  A majority vote of the Board Members present shall elect a candidate to membership.

 

Every active Member Company in good standing represented at any membership meeting shall be entitled to one (1) vote on each question coming before such meeting.

 

Section 2. Determination of Membership Status.  The Board may periodically, or at their discretion, require members to provide information necessary to determine status of current members.  If a member, based upon the information given, is deemed no longer qualified, the Board may recommend termination of the membership for cause.  Procedure in cases of termination of membership for cause is outlined in Section 5 of this Article IV.

 

Section 3. Resignations.  The resignation of a member in good standing must be given to the Secretary at least thirty (30) days prior to effective date of resignation.  All dues and other obligations to the Association must be paid in full prior to resignation.  Such member shall cease to use any Association insignia and emblems.

 

Section 4. Separation for Non-Payment of Dues.  In the event dues of a member are not paid before expiration of sixty (60) days after the due date, the Secretary shall notify such member to that effect.  If after such notice, the member shall neglect or refuse to pay within thirty (30) days from date thereof, such omission shall constitute suspension of all rights and privileges of membership in the Association and the membership so notified.

 

Section 5. Termination of Membership for Cause.  Any member may be suspended or membership terminated for cause in addition to the non-payment of dues as provided in section 4 of this Article.  Cause for suspension or termination includes violation of the Objects and Purposes of the Association as set forth in Article III or violation of any section or sections of these Bylaws.  Suspension or termination requires a majority vote of the Board Members.  Within ten (10) days after such vote by the Board, a statement of the cause shall be sent by registered mail to the last known address of the member.  The member shall then be given the opportunity to appear in person or by representation at the next meeting of the Board Members for a hearing.  The suspension or termination shall be set aside if approval by a majority vote of the Board Members present at the hearing.

 

Section 6. Membership Dues.  On and after June 1, 2007 the dues for NAPSA members shall be set in the following manner:

 

A.                  A Member Company’s main location shall be charged a fixed amount referred to as the set dues, and each listed branch of a paid Member Company shall be charged twenty (20) percent of the set dues amount per branch.

B.                   The Board Members, after due deliberation, shall by a majority vote of all Board Members send to the general membership for ratification all dues changes.

C.                   A two thirds (2/3) majority vote of all members present at the annual convention will be necessary for ratification of all dues changes.

 

ARTICLE V

OFFICERS AND COMMITTEES: THEIR POWERS AND DUTIES

 

Section 1. The Officers.  The Officers of this Association shall be a President, Vice President, a Treasurer, and a Secretary.  The Officers shall comprise the membership of the Board.

 

Section 2. The President.  The President shall be the executive head of the Association.  He/She shall be specifically responsible for the enforcement of the rules, regulations and Bylaws of the Association.  He/She shall be generally responsible for the administration of the Association’s programs and activities and for the execution of the decisions, orders, and policy determination of the Board.  The President may delegate to the Vice President such responsibilities and functions of the office as the Board Members may approve.  The President shall preside at meetings of the Association and the Board.  Whenever a vacancy occurs on the Board or in an office of the Association, the President shall fill such vacancy with Article X, Sections 1 and 2 of these Bylaws.

 

Section 3. The Vice President.  The Vice President, during the absence or disability of the President, shall exercise all powers and discharge all the duties of the President until the latter shall return, or the successor shall be chosen and qualified.  In addition, the Vice President shall perform such other duties as may be assigned by the Board or by the President.

 

Section 4. The Treasurer.  The Treasurer shall have general supervision over the finances of the Association, shall direct changes of importance in accounting methods, and is authorized to sign checks, when supported by necessary documents, for such expenditures as are allowable under reimbursement policies established by the Board and are within the annual budget of the Association.  The Treasurer shall make reports to the Board every six (6) months or more often if requested by same.  In addition, the Treasurer shall perform such other duties relating to the Association’s finances as may be directed by the Board or by the President.  The Treasurer will perform all of the financial functions of the Association.

 

Section 5. The Secretary.  The Secretary shall keep the minutes of the meetings of the Board and regular membership meetings of the Association.  The Secretary shall also perform such other duties as the Board may prescribe from time to time.  The Secretary shall be responsible for issuing notices of all meetings and seeing that such notices are issued at least thirty (30) days in advance of such meetings.

 

Section 6. Vendor Affiliate.  The Board shall appoint the Vendor Affiliate.  The Vendor Affiliate shall be an active, voting member of the Board.

 

Section 7. Committees.  All Committees, including Y.E.S. shall clear their plans and programs through the President.

 

ARTICLE VI

ELECTIONS OF OFFICERS

 

Section 1. Election of Board Members.  The general membership shall, by a majority vote, elect the members of the Board.  Board Members shall be elected for a three (3) year term.  The Board Members shall be responsible for the election of officers; the President, Vice President, Secretary and Treasurer.  Individuals may serve on the Board only so long as they remain the appointed delegate of a Member Company in good standing.

 

Section 2. Re-election of Board Members.  Board Members serving a first year term shall automatically be a candidate for re-election unless such Board Member declines to run or is ineligible as under Section 1 of this article.

 

Section 3.  Proxy votes shall not be valid.

 

ARTICLE VII

BOARD

 

Section 1. Governing Body.  The Board shall constitute the governing body of the Association, vested with full power and authority to put into effect the laws, resolutions and decisions of the Association and with such powers as may be set forth in these Bylaws.

 

Section 2. Meetings of the Board.  The Board shall hold its meetings on the day preceding the Annual Membership Meeting each year and once during the year at a time and place designated by the Board.  The Board may hold such other meetings, as it may deem necessary.  A majority vote of the Board Members shall constitute a quorum of the Board for the transaction of business at any of its meetings except as otherwise provided.

 

Section 3. Powers of the Board.  The Board shall be empowered to make, alter or amend any rules, regulations and policies of the Association which do not conflict with the Certificate of Incorporation or the Bylaws of the Association; authorize projects, enterprises or activities for the general benefit of members of the Association or the industry; exercise general supervision over the receipts and disbursements of the Association; approve appointments made by the President to the chairmanships of all committees and to all offices in which vacancies occur; appoint or authorize the employment of employees and other agents of the Association; define the duties of all officers or employees of the Association, other than as defined herein; fix the compensation of any employees or agents of the Association; and do all other things and acts consistent with the Articles of Incorporation and the Bylaws which it may deem necessary or to be to the best interests of the Association.

 

Section 4. Budget.  The Board, at its first meeting preceding the Annual Membership Meeting shall, with the assistance of the Treasurer, prepare and adopt a budget, allocating specific amounts to the various programs, committees or departments of the Association.  This budget shall be based upon a conservative estimate of the anticipated receipts.

 

Section 5. Voting Power.  Each Board Member shall be entitled to one (1) vote on all matters coming before the board.  The President or presiding Chairman shall not be entitled to vote, other than in the case of a tie vote, when the President may cast the deciding vote.

 

ARTICLE VIII

REIMBURSEMENT OF EXPENSES

 

Section 1. Attendance of Meetings.  When called to attend any committee or other meeting of the Association, except the regular membership meeting, or when sent on some special Association assignment, any member shall be entitled to reimbursement of reasonable expenses as authorized by the Board.  The Board, either on the basis of actual cost or on the basis of transportation plus a per diem allowance, shall make an equitable arrangement for reimbursement.

 

Section 2. Annual Meeting.  Members attending the Annual or any special membership meeting shall do so at their own expense.

 

 

 

 

ARTICLE IX

MEETINGS

 

Section 1. Annual Meeting.  An Annual membership meeting will take place once each year at such a time and place as the Board may determine.  Notice of such meeting, signed by the Secretary, shall be mailed to each member of the Association at least thirty (30) days prior to the date of such meeting.

 

Section 2. Special Meetings.  Special meetings of the members of the Association may be called by a majority vote of the Board, at any time.  The Secretary as outlined in Section 1 of this Article shall mail notice of special meetings.  It shall be the duty of the Board, or of the President, to call a special meeting of the membership upon written request by twenty-five percent (25%) of all members entitled to vote.

 

Section 3. Quorum.  A quorum at all membership meetings shall be twenty five percent (25%) of all members entitled to vote.  Proxy votes shall not be valid.

 

Section 4. Order of Business.  At all membership meetings of the Association, the presiding officer or chairman shall determine the order of business to be followed at the meeting.

 

Section 5. Cancellation or Postponement.  The Board shall have the power to cancel or postpone an Annual meeting, if it believes such action to be in the best interest of the Association.

 

Section[JC1]  6. Board.  The Board shall meet at least once a year.  Such meeting may be held on the occasion of the membership meeting.  Additional Board meetings may be held as deemed necessary by the Board.

 

Section 7. Representative Members.  Each sole proprietorship, partnership or corporation member of the Association authorized to vote under these Bylaws shall designate in manner and form prescribed by the Board, and file with the Secretary, the name of its appointed delegate who shall represent the member firm, through its appointed delegate, shall be entitled to one (1) vote.  The appointed delegate may be changed at the discretion of the member firm, provided notice in writing is given prior to any vote being taken.  This provision may be waived and deemed unnecessary unless representation is contested.

 

Section 7a.  It is understood that a Member Company having branches of subsidiary companies may designate one (1) non-voting representative per location of branch, but allow only one (1) appointed voting delegate per qualifying Member Company.  It is further understood that Vendor member companies have no voting privileges.

 

ARTICLE X

APPOINTMENTS TO FILL VACANCIES

 

Section 1. Permanent Vacancy.  In the event of any permanent vacancy of an office of a Board member, the President, with approval of the Board, shall appoint a member to fill such vacancy until the annual membership meeting, at which time elections will take place in accordance with provisions of these Bylaws.

 

Section 2. Temporary Vacancy.  In the event of a temporary vacancy of an office of a Board member, the President shall appoint a member to fill such vacancy until such time as the original Board member returns to their position or until the next annual membership meeting.  At the occasion of the annual membership meeting, the Board will determine whether such vacancy shall be regarded as temporary or permanent and take such action as required within the provisions of this Article X.

 

ARTICLE XI

AMENDMENTS – PROCEDURES

 

Section 1.  These Bylaws may be amended, repealed or altered, in whole or in part by a two-thirds (2/3) vote of the members present at a regular membership meeting at which a quorum is present.

 

Section 2.  Except as otherwise herein provided, Roberts Rules of Order, shall govern in all business and parliamentary procedures.

 

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Revised 10/20/07 incorporating changes approved 6/2/07.