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By Laws |
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Carolinas Association of Advertising Specialists, Inc.
Bylaws
(As Amended November 23, 2002)
Article I - Name
The name of this nonprofit trade association shall be Carolinas Association of Advertising Specialists (CAAS).
Article II - Definitions & Terms
Section 1
Promotional Products - A promotional product is any useful article, carrying an advertising message, distributed for its advertising and sales promotion value without condition of sale.
Section 2
Distributors - A promotional products distributor develops ideas for the use of promotional products as an advertising medium, buys the items from suppliers and sells to advertisers. Distributors sell, bill, carry accounts receivable in their own names, and operate their own places of business. Organizations like advertising agencies trade associations, cooperatives, public relations firms, and other businesses, which are normally customers of distributors, are not eligible for membership in CAAS as distributors.
Section 3
Suppliers - A promotional products supplier manufactures, imports, converts, imprints, or otherwise offers promotional products for sales through the promotional products distributor as its principal business, or maintains a division or department devoted exclusively to this work.
Section 4
Multi-line Supplier Representatives – An independent promotional products supplier representative provides sales and/or marketing services for one or more promotional product suppliers as described in Section 3 but is not considered an employee of the suppliers whom they represent.
Section 5
Distributor Independent Contractors - An individual who is not an employee of the distributor member but who sells promotional advertising products ordered through the distributor member where there is a mutual agreement to do so.
Article III - Purpose of the Association
The Carolinas Association of Advertising Specialists is formed to promote business among distributor and supplier members; to advance the image of promotional products and their use in the North and South Carolina market place; promote the highest standards of business and professionalism among its members and the promotional products industry in general; and create a meeting place for education, idea exchange, and friendship among suppliers, suppliers reps, and distributors.
Article IV - Membership
Section 1 - Eligibility
Membership in CAAS is in the name of a business firm and is not an individual membership. All Distributor, Supplier, and Multi-line Supplier Representative firms meeting the requirements in Section 2, Article IV of these Bylaws are eligible for membership.
Section2 - Classifications and Qualifications for Membership
Distributor Membership:
Distributor members must be engaged in the purchase of promotional advertising products from suppliers, develop ideas relative to the sale of those products, and sell these products to advertisers.
Maintain their own accounts receivable, sell on the open market in competition with other Distributors, bill completely in their own name, and operate its own place of business.
(3) Provide proof of membership in PPAI or another regional promotional products trade association or proof of subscribing to an industry resource service such as SAGE, Impact, or ASI.
OR
Provide 5 invoices from current Supplier Members of CAAS, PPAI or another regional promotional products trade association or who subscribe to an industry resource service such as SAGE, Impact, or ASI from whom the applicant purchased orders, other than samples orders, in the past 6 months.
A Distributor who has 50% or more of its promotional advertising sales from a firm in which there is joint affiliation, control, or ownership is not eligible for membership.
Supplier Membership
Suppliers must be engaged in the manufacturing, importing, converting, imprinting or other processing of promotional products and business gift products sold through promotional products distributors, or maintain a division or department devoted exclusively to promotional products and business gifts or provide the promotional products industry with services not for resale.
(2) Provide proof of membership in PPAI or another regional promotional products trade association or proof of subscribing to an industry resource service such as SAGE, Impact, or ASI.
OR
Provide invoices to 5 current Distributor Members of CAAS, PPAI or another regional promotional products trade association or who subscribe to an industry resource service such as SAGE, Impact, or ASI from whom the applicant received orders, other than samples orders, in the past 6 months.
Multi-line Supplier Representative Membership
Must list at least 1 or more Supplier firms who do their own invoicing, and who are current Supplier Members of CAAS, PPAI, or another regional promotional products trade association or Suppliers who subscribe to an industry resource service such as SAGE, Impact, or ASI.
Honorary Life Membership
The CAAS Board of Directors may grant Honorary Life Membership status to individuals deemed to have made a significant contribution to CAAS. Honorary Life Members are entitled to attend all CAAS events at member rates and may serve as a member of a committee but may not vote or hold an elected office or serve as a committee chairperson.
Section 3 - Application
Application for membership in CAAS shall be made using the appropriate CAAS Membership Application and submitted to the CAAS Executive Director or Chairman of the Membership Development and Services Committee. The applicant must furnish all information necessary to determine eligibility for membership as stated in Section 1. Application fees, if any, must accompany membership applications plus annual membership dues as established by the Board of Directors. All applications for membership or reapplication for membership will be approved by the Executive Director or the Chairman of the Membership Development and Services Committee who also are responsible for confirming all information presented as proof of qualification for membership.
Section 4 – Representation
Each member firm shall have one vote on matters under consideration. Upon application for membership, it is the responsibility of the member to specify in writing the name and title of its representative who shall be entitled to act officially on behalf of the member in all matters presented to CAAS and only representatives may serve on the CAAS Board of Directors or as an Officer. In the event that a representative ceases to be employed by the member, their official position with CAAS ceases simultaneously. The member may change representatives at any time with a written notice on the appropriate form and presented to the executive director or president of CAAS. Officers or employees of members other than the appointed representative are eligible to serve on committees and attend CAAS events at member prices.
Section 5 – Privileges
All privileges described below cease upon termination or withdrawal of membership or when the involvement in the promotional products industry ceases unless otherwise amended in these Bylaws.
Distributor Members – Entitled to one representative. The representative has one vote on all CAAS issues, may hold elected office, serve on committees, apply for education scholarships, and attend all CAAS events at member rates.
Supplier Members - Entitled to one representative. The representative has one vote on all CAAS issues, may hold elected office, serve on committees, apply for education scholarships, and attend all CAAS events at member rates.
Multi-line Supplier Representative Members - Entitled to one representative. The representative has one vote on all CAAS issues, may hold elected office, serve on committees, apply for education scholarships, and attend all CAAS events at member rates.
Distributor Independent Contractors – May attend any CAAS event under the membership of a Distributor Member and pay for the events at the member’s rate, but may not vote on any CAAS issues, hold elected office, serve on committees, or apply for education scholarships.
Employees of Distributor, Supplier and Multi-line Supplier Representative Members – may serve on committees, attend any CAAS event and pay for the event at the member’s rate, or apply for education scholarships, but may not vote on any CAAS issues or hold elected office.
Section 6 - Withdrawal
Membership in CAAS may be terminated by voluntary action of the member upon written notice to the Membership Development and Services Chairperson or Executive Director. The rights and privileges of members terminate immediately upon withdrawal or cancellation. Membership will automatically cease upon no longer being engaged in business in the promotional products industry. Initiation and annual dues are non-refundable.
Section 7 - Expulsion and Suspension
A Member may be suspended or expelled from CAAS for due cause including violation of the By-laws, or any lawful agreement, rile, or practice properly adopted by CAAS. Suspension or expulsion must be approved by at least two-thirds of the entire Board of Directors. A statement of the charges against the member must be mailed by registered mail to the last recorded address of the member firm at least twenty (20) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting and an invitation to appear before the Board of directors at that meeting to present any defense against the charges. Termination of membership shall not release the member from any liability for dues accrued prior to the date of final determination.
Article V - Application Fees, Annual Dues, and Other Fees
Section 1 - Application Fees
Application fees established by the Board of Directors may be charged on a one-time basis at the time of application for membership. The Board of Directors, at its discretion, may establish reinstatement fees to be charged to member firms whose term of membership has elapsed due to nonpayment of dues.
Section 2 - Annual Dues
The Board of Directors shall establish annual dues. Dues will be payable based on a member’s anniversary date. Annual dues shall be due and payable on the 1st day of the month prior to the anniversary date and shall be considered delinquent on the anniversary date.
Section 4 – Anniversary Date
A member’s anniversary date will be determined as follows:
Existing members as of April 2002 will have an anniversary date of
January 1 each year unless they request a different date and prepay prorated dues consistent with the requested change; i.e. a change from January 1 to April 1 would require dues equal to 1 year plus 3 months.
B. Members joining after April 2002 will have an anniversary date beginning the 1st of the month preceding their acceptance as a member.
Section 3 – Other Fees
The Board of Directors may establish fees to cover additional services and products as the needs for these additional services and products arise and when the Directors consider it prudent and necessary to charge for additional services and products provided by the Association.
Section 4 - Termination for Nonpayment of Dues
Members whose dues are not received by their anniversary date will be terminated immediately on that date. Membership may be reinstated not later than 6 months later by payment of annual dues and any reinstatement fees established by the Board of Directors. Failure to apply for reinstatement will necessitate reapplication.
Article VI - Meetings
Section 1 - Annual Meetings
The annual business meeting of CAAS shall be held once a year, not later than December 15, at which time the results of annual elections will be announced plus other business deemed appropriate by the Board of Directors.
Section 2 - Regular Meetings
The President may call regular meetings of CAAS at any time. Notice of the date, time, and place of all regular meetings will be furnished to all members at least fourteen (14) days in advance of the meeting date. Notice shall be considered properly given if the postmark of the notice is dated at least ten business days prior to the meeting and addressed to the member’s representative at the current address shown on the membership roster.
Section 3 - Special Meetings
The President may call special meetings of CAAS to deal with a specific issue at any time or by the Directors with a majority vote of the Board of Directors. Notice of date, time, and place of all special meetings will be furnished to all members at least fourteen (14) days prior to the meeting date. Notice shall be considered properly given if the postmark of the notice is dated at least ten business days prior to the meeting and addressed to the member’s representative at the current address shown on the membership roster.
Section 4 - Quorum
Ten members plus the President or President-elect and one Director shall constitute a quorum at any annual, regular or special meeting.
Article VII - Order of Business
Section 1 - Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern in all cases in which they are applicable and in which they are not inconsistent with these bylaws.
Section 2 - Amendment of Bylaws
These bylaws and any part thereof, may be amended, altered, or repealed by a 2/3 vote of the entire Board of Directors. Directors will be notified of the proposed changes Fourteen (14) days prior to any vote. Any Director unable to attend a meeting to vote on the proposed bylaws amendment/s will vote in absentia via fax or email directed to the President of CAAS prior to the meeting.
Article VIII - Annual Elections
Section 1 - Nominating Committee for Directors
The Nominating Committee for Directors shall be composed of four (4) members; two (2) of whom must be members of the Board of Directors, to include the Immediate Past President as chairman, and two (2) of whom will be members-at-large selected by the Board of Directors at their June meeting (except that initial officers will be nominated and elected, at the organizational meeting). The President cannot serve on this committee. The nominating committee will present at least six qualified nominees who have expressed the interest to serve. In addition, the Executive Committee may add up to two (2) additional names. This combined list of nominees will be placed on the ballot for voting by the members.
Section 2 - Nominations from Members
Members may submit, in writing, qualified candidates to the Nominating Committee by September 1 of each year.
Section 3 – Election
The election shall be by secret ballot containing the names of nominees proposed by the Nominating and Executive Committees. Ballots will be distributed by mail no later than October 1. The balloting will close October 20 at which time all ballots must have been returned to the Executive Director of CAAS. The four (4) nominees having the most votes, including ties, will be selected as Directors for the next class. In the event of a tie for the fourth (4th) Director, there will be a run-off election to determine the fourth (4th) Director. The election results will be announced to the membership at the annual meeting and in the first newsletter following the election and through the CAAS web site.
Article IX - Board of Directors
Section 1 - Government
The governing body of CAAS is the Board of Directors. The Board of Directors shall adopt such policies, rules, and regulations for the conduct of the Association and for the conduct of the Board as it shall determine are in the best interests of the membership. The Board of Directors shall have authority to engage and discharge employees and agents of CAAS, fix salaries, admit, suspend, or expel members, and to take any other actions necessary to conduct the business of CAAS in accordance with the Bylaws. The Board of Directors shall be responsible for electing four (4) officers who will serve for the term of their office as established in the Bylaws.
The president shall preside at all meetings of the Board of Directors. In the absence of the President, the President-elect shall preside. In the absence of both, the Board of Directors shall elect a member of the Board to preside at the meeting.
Section 2 - Composition
The Board of Directors will consist of fourteen (14) members, four (4) Officers, nine (9) Directors, plus the Immediate Past President. The Executive Director will serve as an exofficio member of the Board of Directors.
The Board of Directors will elect officers for the next year at the last meeting of the current year.
Section 3 - Terms of Office
Directors shall be elected for a term of three (3) years. Directors may serve two (2) consecutive terms. A director having served two (2) consecutive three-year terms shall not be eligible for reelection until after the expiration for a period of one year. If a director leaves the employ of a member firm and is not re-employed within sixty (60) days, his/her directorship shall automatically terminate. If a director is in the employ of a member who ceases to be a member in good standing, his/her directorship shall automatically terminate.
Terms of office shall be:
The President’s term shall be one (1) year.
The President-elect shall serve one (1) year as an assistant to the president. At the end of one (1) year, the President-elect shall assume the office of President.
The Treasurer’s term shall be one (1) year.
The Secretary’s term shall be one (1) year.
The Immediate Past President shall serve for one year to begin the year immediately after serving as President.
In the event of death, resignation, incapacity or disqualification of an elected director, the president shall appoint a replacement to fill unexpired term.
Any Board member who has two (2) unexcused absences from board meetings will be contacted by the President, and unless good cause is shown, the President will replace this Director. Any Board member who has three (3) excused absences within 12 months, beginning with the first absence, may be considered unable to continue service and may be replaced by the President. These attendance policies apply to conference calls, regularly scheduled meeting and special call meeting of the Board of Directors and any scheduled event or annual, regular, or special meeting of the general membership.
Section 4 – Nominating Committee for Officers
There will be a Nominating Committee for Officers that will consist of three (3) members; the Immediate Past President who will serve as the Chairperson, the President-elect and a recent past president who is in good standing. Recommendations will consist of 1 candidate for each office; President-elect, Treasurer, Secretary. Others may be nominated if another Director places their name in nomination and a Director, other than the proposed nominee, seconds the nomination.
Section 5 - Meetings
Regular meetings of the Board of Directors shall be held at least quarterly and at times and places to be designated by the president. The Secretary will be responsible for giving reminder notices of meetings to all members of the Board of Directors at least fourteen (14) days in advance of the meeting.
Emergency meetings of the Board of Directors shall be called at the discretion of the president. The Secretary will be responsible for giving notice of emergency meetings to all Board of Directors immediately.
Section 6 - Quorum
The President or President-elect and six (6) Directors shall comprise a quorum.
Article X - Advisory Council
There will be an Advisory Council made up of all Past Presidents in good standing. The Advisory Council will be available when requested by the President and/or Board of Directors for advice and help on special projects requiring the knowledge and experience of the Past Presidents. The Immediate Past President shall be the Chairperson of the Advisory Council.
Article XI - Awards
Section 1 – Hall of Fame
There will be a CAAS Hall of Fame established to recognize members, officers and directors who make exemplary contributions that further the success of CAAS. There will be a suitable award presented to each recipient along with a distinctive name badge to be worn at all CAAS functions. Hall of Fame members will be recognized at all CAAS functions.
Article XII - Officers
Section 1 - President
The president shall be the chief executive officer of CAAS and shall preside at meetings of the Board of Directors and the membership. The president shall be an ex-officio member of all committees (except the nominating committee) with the rights to vote on all matters before the committee.
At the annual meetings and at such other times as the president shall deem proper, he/she will communicate to the membership and/ or the Board of Directors such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of CAAS. The president shall perform such other duties as are necessarily incident to the office of president or as may be prescribed by the Board of Directors that are consistent with the Bylaws.
Section 2 – President-elect
In case of death or absence of the president or his/her inability from any cause to act, the President-elect shall assume the duties of the president. The President-elect will serve on the Show Committee as an exofficio member.
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Section 3 - Secretary
Shall be responsible for taking minutes for all Board of Directors, Executive Committee and General Membership meetings and distribute these minutes to the Board of Directors or any member that requests a copy.
Section 4 - Treasurer
Shall supervise the collection of all dues and fees from the members, account for all moneys received and expended for the use of CAAS, and supervise disbursements authorized by the Board of Directors. Shall ensure all funds of CAAS are deposited in a federally insured saving institution, trust company, or other federally insured investment.
Shall report at each meeting of the Board of Directors, and to the membership at the annual meeting, on the financial position of CAAS. The funds and books shall be subject to verification and inspection by the Board of Directors at any time. At the expiration of his/her term of office, shall deliver to his/her successor all books, moneys, and other property.
Shall be responsible for ensuring the maintaining of all financial documentation and the surrender of said documents to an outside accounting firm for annual tax preparation.
Shall serve as Chairperson of the Finance Committee.
Article XIII - Committees
Section 1 - Executive Committee
The Executive Committee will be composed of the five (5) officers, President, President-elect, Secretary, Treasurer, and the Immediate Past President. The Executive Committee will meet as required to conduct the business affairs of CAAS and have the full authority to act for the Board of Directors when the Board of Directors is not in session. The Executive Committee will be responsible for interviewing candidates for Executive Director, recommending an Executive Director for the Board of Directors to considering hiring, and conduct an annual performance evaluation of the Executive Director and recommend an annual compensation package for the Board of Directors to approve. The Executive Director will serve as an exofficio member of the Executive Committee.
Section 2 - Standing Committees
The following committees will be standing committees: Public Relations Committee, Membership Development and Services Committee, Education Committee, Show Committee and Finance Committee. Committees will be advisory to the president and the Board of Directors.
Committee chairpersons will be appointed by the President. The term of the committee chairs is one year or until a successor is appointed.
Committee chairpersons will recommend committee members to the President. Committee members will be chosen from those recommended. Representatives of current member firms are eligible for committee service. Committee members must be employees of members in good standing with CAAS.
Section 3 – Strategic Planning Committee
This committee will be composed of the Immediate Past President, serving as the chairperson, the President and the President-elect. This committee will be responsible for developing long-range goals and strategies to ensure the viability of CAAS and that CAAS continues to meet the needs of its members. In addition, they will publish an annual Strategic Plan to be presented to the Board of Directors at the first meeting of the new year.
Section 4 – Hall of Fame Nominating Committee
Annually, the Immediate Past President will chair a committee composed of two Hall of Fame members in good standing or one Hall of Fame member and one past president, both in good standing. This committee will meet to select a candidate or candidates who are deserving of induction into the CAAS Hall of Fame. Recommendations will be made to the Board of Directors, for approval, at the next to last meeting in the fiscal year. It is not required that the committee recommend a candidate or candidates if, in the committee’s estimation, no one meets the requirements.
Section 5 - Other Committees
The president is empowered to establish such other committees as may from time to time become necessary. Committees other than standing committees are dissolved at the end of each year. The president may re-establish the committee as necessary.
Article XIV - Executive Director
Section 1
The Board of Directors will determine when the services of an Executive Director are needed. The Executive Director will report to the President as his/her immediate supervisor. The President shall communicate all wishes of the Board of Directors to the Executive Director.
Section 2
The Executive Director shall head administration of CAAS and in that capacity cooperate with all members of CAAS, and shall be responsible for, but not limited to the following duties:
(a) Attend to all necessary administrative duties of CAAS.
(b) Assist the treasurer in preparing and administering the budget and work with the treasurer and president in overseeing financial investments.
(c) Responsible and accountable for assisting in all aspects of CAAS and cooperating with all members of CAAS.
(d) Use the current job description to determine scope of responsibilities
Article XV – Indemnity
Subject to the appropriate state laws of North and South Carolina, CAAS shall indemnify any and all officers, directors, committee chairs and the executive director against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after a suit is commenced) actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them, by reason of being or having been directors, officers, committee chairs or an executive director, except in relation to matters as to which such directors, officers, committee chairs, or executive director shall be adjudges in any action, suit or proceeding to be liable for his/her own negligence or misconduct in performance of his/her duty subject to the power of any court to award indemnification notwithstanding such adverse determination. Such indemnification shall be in the addition to any other rights to which these indemnified may be entitled under any laws, Bylaws, agreement, vote of members, or otherwise.
Article XVI – Liability Insurance for Corporate Agents
CAAS is authorized, to the extent permitted by law and considered reasonable by the Board of Directors, purchase and maintain insurance on behalf of the officers and directors against any liability asserted against him or her and arising for service to CAAS.
Article XVII – Dissolution and Merger
CAAS may be dissolved or merged with another association with the approval of two-thirds of the members, either present or voting by proxy at a meeting specifically called for this purpose. At least fourteen (14) days notice must be given in writing, mailed to the members’ address shown on the current roster, and the notice shall state that a merger or dissolution will be the issue under consideration plus include the disposition of all remaining funds. Notice shall be considered properly given if the postmark of the notice is dated at least ten business days prior to the meeting and addressed to the member’s representative at the current address shown on the membership roster. On dissolution or merger of CAAS, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation in such a manner, or to such an organization or organizations organized and operated exclusively as an exempt organization or organizations under section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized or operated exclusively for such purposes. |
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