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ASSOCIATION BY-LAWS
ARTICLE I ? DEFINITIONS
SECTION 1. Business Printing and Related Products and Services Industry.
The Document Management Industries Association ("DMIA") represents the business printing and related products and services industry ("Industry"), which includes distributors, manufacturers, and suppliers of business printing and/or related products and service that encompass all marketing channels, including "Independent Concept" marketing.
SECTION 2. Independent Concept.
"Independent Concept" is defined as the supplying for resale and the purchase for retail distribution of business printing and/or related products and services.
SECTION 3. Members and Applicants.
The terms "Member" and "Applicant" in these Bylaws refer to companies, not individuals.
ARTICLE II ? PHILOSOPHY, OBJECTIVES, AND AUTHORITY
SECTION 1. Philosophy.
DMIA is a non-profit trade association organized expressly for promoting and encouraging the marketing of business printing and/or related products and services. DMIA?s first responsibility is to strive on behalf of the membership to represent their interests in the marketplace, before government, and before the public, guided by the tenets of free enterprise. To meet this responsibility, DMIA serves as a vehicle for information exchange, as a forum for Industry ideas, and as a liaison between all members that seek its cooperation to achieve common objectives. These and other essential activities are made possible by the collective strength and voluntary interaction of the Association members, which could not otherwise obtain such Industry services
,working individually.SECTION 2. Objectives.
The objectives of the Association are as follows:
i. to promote and encourage business printing and related products and services marketing;
ii. to consider and act upon those common intra-Industry problems of management, such as those involved in the production, distribution, employment and financial functions of the business printing industry; to promote and advance proper Industry standards through cooperative action of the membership; and to promote activities to aid the Industry to conduct itself with the greatest economy and efficiency;
iii. to consider, and to express opinion on, questions affecting the Industry and its financial, commercial, and industrial interests;
iv. to promote cooperation with other industries and organizations;
v. to hold or participate in conventions and trade shows to promote interest in, and stimulate demand for, the products and services of the Industry;
vi. to develop and maintain excellent relations and good will between buyers of Industry products/services and the Industry; and
vii. to do anything else that is necessary and proper to accomplish any objectives set forth or any other objectives that are in the interest of the Industry and trade or that are recognized as proper and lawful objectives of a trade association.
SECTION 3. Authority.
The Association is authorized to conduct the following activities, without limitation to other or additional activities, in support of its objectives:
i. to collect, classify, and disseminate statistics and other Industry information;
ii. to promote the standardization and simplification of Industry practice and procedures;
iii. to promote activities relating to purchasing practices and selling techniques;
- to conduct trade promotion activities, including advertising and public relations;
v. to analyze shipping methods and practices;
vi. to project sales by product for future planning and equipment research;
vii. to advance lawful and fair trade practices, customs, and usage;
viii. to encourage training and education of those desirous of embracing and furthering business printing and/or related products and services;
ix. to promote sound accounting and business practices;
x. to study financial aid-related policies with respect to sales, credits, insurance, pension programs, depreciation, and taxes;
xi. to disseminate information relating to economic, social, legal and/or regulatory issues, to analyze subjects relating thereto, and to secure and present the views of the members to other organizations, the government, and the public;
xii. to engage in any lawful activities which will enhance the efficiency and economic progress of the Industry and apprise the public of its scope and character.
SECTION 4. Affiliations.
The Association shall have the right to enter into formal affiliations with other organizations that advance the common goals and concerns of the Industry. Organizational structure and fiduciary responsibility shall be within the purview of the Association?s governing body.
ARTICLE III ? MEMBERSHIP
SECTION 1. Eligibility.
Subject to the discretion and approval of the Board of Directors, as governed by these Bylaws, membership may be granted to a qualifying proprietor, firm, partnership, franchise, corporation, or division. At a minimum, applicants must:
i. conduct business operations ethically;
ii. show evidence of financial stability; and
iii. agree to conform to the DMIA Bylaws and subscribe to DMIA philosophy.
SECTION 2. Application Procedure.
- Applicants shall apply directly to the Association Offices for membership. The Board of Directors will have ultimate authority to grant membership.
- Applicants must furnish a completed application detailing any parent company and/or subsidiary affiliation.
- The Executive Vice President shall preliminarily investigate the Applicant to determine basic eligibility under Article III and to report his or her findings to the Treasurer for review and recommendation prior to submission of application to the Board of Directors for final action. The Executive Vice President shall notify the Applicant of the Board of Directors? decision, which shall be final.
SECTION 3. Membership.
A. Voting members shall be defined as follows: A proprietor, partnership, firm, franchise, corporation, or division engaged in whole or in part in the supply, manufacture, or distribution of business printing and/or related products and services through all marketing channels to eventually serve the ultimate consumer.
B. Non-voting "Educational" Membership may be extended to an institution of higher learning, vocational education facility, research or consulting organization engaged in education, training, or research associated with the Industry. Research divisions of organizations that do not qualify for membership under other subsections of Article III are not eligible for educational membership.
C. All voting members may participate in Special Interest Groups (SIG) that the Board of Directors may form from time to time. SIG's shall be based on the SIG members' primary functions or interests within the Industry.
SECTION 4. Membership Voting Rights and Privileges.
- All voting members shall be entitled to all rights and privileges of membership, including full voting rights and the right to hold office. Each voting member shall have one (1) vote.
- Principals and designated employees of member companies shall be eligible to attend Association business meetings, provided that those principals and designated employees are engaged in full-time employment for the member company, and shall neither directly nor indirectly be affiliated with any other organization whose interests conflict with the interest of the Association and the general good of the Industry.
C. Attendance/eligibility of the membership for each program is determined by the Board of Directors at time of inception.
SECTION 5. Member Responsibilities
- At the request of the Board of Directors, all members must submit a current Company Profile.
- Members must, from time to time, furnish a report describing complete product line and equipment capabilities and accurate sales volume, together with a statement of the primary product(s) and/or service(s) being made available to the business printing industry.
C. Members shall pay annual membership dues, as approved and determined by a majority of the Board of Directors.
SECTION 6. Transfer of Membership and Change in Membership Status.
If there is a change in a Member?s ownership, status, and/or company character, the Member must file a revised Company Profile for review with the Membership Director, who will then forward it to the Board of Directors with a recommendation, assuming that the profile is consistent with the qualifications for membership under Article III. If the profile is approved by the Board of Directors, the membership shall be changed, with payment of additional dues or fees if applicable.
SECTION 7. Duration of Membership and Resignation.
A member may terminate its membership by voluntarily withdrawing from the Association. To do so, a member must give written notice of its intent to withdraw. Such notice shall be presented at the next succeeding meeting of the Board of Directors. Termination shall become effective when the Member fulfills all of its remaining obligations for the balance of the Association fiscal year in which notice of withdrawal was received.
The right of a member to vote, and all other rights, privileges, and interests of a member in the Association, shall cease upon termination.
SECTION 8. Suspension and Termination.
Any membership may be suspended or terminated for cause, which shall include:
i. a substantial violation of the Bylaws;
ii. a substantial violation of any rule, practice, or philosophy properly adopted by the Association; or
iii. any other conduct deemed harmful or prejudicial to the interests of the Association, as determined by the Board of Directors.
A statement of the charges shall be sent by registered mail to the member?s last record address at least fifteen (15) days before the Board of Directors meets to consider the charges. This statement shall be accompanied by a notice of the time and place of the meeting, and the member shall have the opportunity to appear through an appropriate representative or through counsel, and to present any defense to such charges at that meeting. Suspension or termination shall result from a two-thirds vote of the Board of Directors. Termination for cause shall not release the terminated member from the obligation to pay the Association any dues, assessments, or debts owing at the time of termination.
ARTICLE IV ? FINANCES
SECTION 1. Objectives.
The Association shall accomplish its overall objectives and conduct its activities as a not-for-profit organization, and no gain shall inure to the benefit of any individual members. The Association will depend primarily upon dues paid by its members for operating expenses, and revenue received as provided in Section 2.
SECTION 2. Method of Finance.
A. The Association may be financed by initiation fees, application fees, and/or annual membership dues, as established by a majority of the Board of Directors. To help determine the amount of annual dues, the Treasurer, with the assistance of the Executive Vice President, shall prepare a budget for the coming fiscal year and submit it to the Board of Directors at the Annual Board of Directors meeting.
B. Annual membership dues shall be based on an accurate reporting of total sales volume of all business printing and/or related products and services of all affiliates, divisions, etc., of the Member. The only exclusions with regard to the basis of dues would be the sale of services and products totally unrelated to business printing.
C. The Association may also obtain revenue through charges made to members, non-members, individuals, and related trade firms and organizations for exhibiting their products at an Association trade exhibit and for trade publications, advertising brochures, special projects, etc., of the Association distributed at any time in order to cover the proportionate expenses incurred by the Association in connection with these services and concessions.
SECTION 3. Special Assessments.
For special expenses that are not included in the annual budget and that are required to advance the objectives of the Association, Members shall pay their share based on their annual dollar volume of business, as determined by the current dues statement.
No special assessment shall be levied on Members unless a majority of the membership votes in favor of such assessment.
ARTICLE V ? MEETINGS
SECTION 1. Annual.
The Board of Directors may set a date for an annual meeting in order to install elected members to the Board, to receive annual reports, or to transact other business. Notice of such meeting shall be mailed to each member?s last recorded address at least sixty (60) days before the meeting date.
SECTION 2. Special.
The President or the Board of Directors may call special meetings of the Association. Special meetings may also be called by the Board of Directors upon the written request of twenty-five percent (25%) of the voting members of the Association, to consider a specific subject. Notice of any special meeting shall be mailed to each member?s last recorded address at least thirty (30) days in advance, with a statement of time and place and the information as to the subject(s) to be considered.
SECTION 3. Order.
The Board of Directors shall determine the order of business for annual or special meetings. The order of business for other meetings of the Association, Board of Directors, and Executive Committee shall be as follows:
A. Call to Order
B. Action on Minutes
C. Receiving Communications
D. Announcement of Election of Officers and/or New Members
E. Reports of Officers
F. Reports of Committees
G. Unfinished Business
H. New Business
Any question of business shall be decided by the chair without debate.
SECTION 4. Alterations or Suspensions.
The order of business may be altered or suspended by a majority vote of the members present. The usual rules as laid down in "Robert?s Rules of Order," as revised, shall govern all debates, unless they conflict with these Bylaws.
ARTICLE VI ? ANNUAL ELECTION
SECTION 1. Nominations.
A. Eligibility:
- All personnel of all voting member companies shall be eligible for nomination to the Board of Directors, provided: a) the person shall be a principal, officer, or designated employee of his or her company and b) the company shall be a member in good standing.
- No one may be a candidate for an Officer position unless that person has served at least one year as a member on the Board of Directors.
- Nomination Procedure:
- The Leadership Development Committee shall nominate, for Board approval, Directors for three-year terms. Each year the Executive Committee shall determine the number of Directors to be elected, consistent with Article VII.
2. At least one hundred and twenty (120) days before the Annual Meeting, the Immediate Past President shall notify the Executive Vice President of the names of the Board of Directors nominees. The Executive Vice President shall mail a copy of the nominations to each voting member?s last recorded address at least ninety (90) days before the Annual Meeting of the general membership. The mailing shall include notice that independent nominations may be accepted pursuant to subparagraph 3, below.
3. Independent Nominations. Nominations for Directors may also be made, if they are endorsed by not fewer than twenty-five (25) voting members, and received by the Executive Vice President at least seventy-five (75) days prior to the Annual Meeting.
4. The Executive Committee shall make nominations, for Board of Directors approval, for President, Vice President, and Treasurer.
SECTION 2. Election.
A. The Executive Vice President shall transmit biographical information on all Board of Directors nominees to each voting member?s last recorded address at least sixty (60) days prior to the Annual Meeting of the general membership. In the event that an eligible member is nominated independent of the Leadership Development Committee slate, pursuant to Section 1, Subsection B(3), above, the Executive Vice President shall also transmit an Official Ballot for mail vote, which must be received at the offices of the Association at least 15 days prior to the Annual Meeting. If there are no Independent Nominations, then the slate of candidates distributed by the Executive Vice President shall be deemed to be elected by acclamation.
B. The results of the election shall be announced at the Annual Meeting.
C. At its initial meeting following the election, the Board of Directors shall elect from their ranks a President, a Vice President, and a Treasurer, each of whom shall serve for one-year terms or until such time as his or her successor is duly elected and takes office. In addition, the office of Immediate Past President shall be filled by the former President of the Association for one year from the date he or she leaves office.
ARTICLE VII ? BOARD OF DIRECTORS
SECTION 1. Government of the Association.
The management, affairs, business, and concerns of the Association shall be vested in a Board of Directors, consisting of not more than fifteen (15) directors. Directors shall be nominated so as to be representative of the membership at large as determined annually by the Executive Committee, in consultation with the Leadership Development Committee.
SECTION 2. Duties.
The Board of Directors shall control and manage the affairs of the Association, with authority to engage and discharge employees and agents of the Association; establish dues; elect officers; admit, suspend, or expel members; and to do everything necessary and desirable in the conduct of the business of the Association and in accordance with the Bylaws. The Board of Directors shall be responsible for approving the staff salary budget, although the Executive Committee shall have the authority to set individual staff salaries.
SECTION 3. Meetings.
The Board of Directors shall meet at least twice annually. During the Annual Meeting, the Board of Directors shall meet to elect Officers. The President may, when he deems necessary, or the Executive Vice President shall, at the written request of five (5) Board members, call a special meeting, and only ten (10) days? notice shall be required for such special meetings. All meetings, other than the Annual Meeting, may be held by telephone conference.
SECTION 4. Quorum.
A majority of the Board shall constitute a quorum for the election of Officers and the conduct of other business, unless otherwise provided herein.
SECTION 5. Vacancies/Resignations.
Any vacancies that may occur on the Board as a result of death, resignation, or otherwise shall be filled by Presidential appointment. The President shall appoint a member to fill a vacancy on the Board of Directors only for the remainder of one fiscal year and until an annual election can be held, whichever is earlier.
The Board of Directors shall fill Officer vacancies for the unexpired term.
An Officer or Director may resign from his position on the Board of Directors by providing written notice to the President.
SECTION 6. Terminations.
A two-thirds majority vote of the Board of Directors is required
to terminate a Board member. A Board member may be terminated for the following reasons:
i. change in employment, such that he or she no longer meets the qualifications for membership;
ii. unexcused absences from two consecutive meetings; or
iii. conduct detrimental to the Association.
SECTION 7. Honorary Advisory Members of the Board of Directors.
Past Presidents shall act as Honorary Advisors to the Board of Directors without vote, so long as they remain members in good standing. The Board of Directors may, at its discretion, elect other Honorary Advisors.
ARTICLE VIII ? OFFICERS
SECTION 1. Eligibility.
All Officers, other than the Executive Vice President, must be a member of the Board of Directors.
SECTION 2. President
The President shall be the chief executive officer of the Association and shall preside at Association, Board of Directors, and Executive Committee meetings. He or she shall create committees as he or she deems necessary, make committee appointments, and shall be a member ex officio of all committees with right to vote. At the Annual Meeting and at such other times as he shall deem proper, he or she shall also communicate to the Association or to the Board of Directors such matters and make such suggestions as may, in his opinion, tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President of the Association or as may be prescribed by the Board of Directors.
The President may not succeed himself or herself, but shall remain a member of the Board of Directors for one year immediately following his term of office but without a vote.
SECTION 3. Immediate Past President.
The Immediate Past President shall be a voting member of the Executive Committee and Board of Directors. He or she shall be the Chairman of the Past Presidents Club.
SECTION 4. Vice President.
The Vice President shall be responsible for executive direction of the Association and shall assist the President in discharging the duties of his office. The Vice President shall assume the duties of President if the latter is unable to fulfill the responsibilities of office due to unavailability, incapacity, or other reason. The Vice President shall act as Parliamentarian for meetings of the Board of Directors. The Vice President may succeed himself or herself or may be nominated to be President.
SECTION 5. Treasurer.
The Treasurer shall keep an account of all monies received and expended for Association use and shall ensure adequate auditing of the Association?s financial records. He or she shall also ensure that all sums received shall be deposited in the bank(s) or trust company, which shall be approved by the Executive Committee. He shall make a report of Association finances when called upon by the President. The Treasurer shall be responsible for preparation of the annual budget and for its execution. In all these tasks, the Treasurer shall receive assistance from the Executive Vice President.
The Treasurer may succeed himself or herself or be nominated to succeed the Vice President.
SECTION 6. Executive Vice President.
An Executive Vice President shall be appointed by the Board of Directors to serve at its pleasure. He or she shall carry out the following duties:
i. give notice of all meetings of the Association and keep a record of their proceedings;
ii. conduct all correspondence and carry to execution all orders, votes, and resolutions not otherwise committed;
iii. keep a list of the members of the Association;
iv. collect annual dues and subscriptions; to establish the Association bank account(s);
v. deposit, disburse, and keep record of funds under the guidance of the Treasurer and policies established by the Board of Directors;
vi. keep records of the staff, employees, and agents of the Association, their salaries, terms of employment, and to take charge of and supervise the performance of their respective duties;
vii. prepare an annual report of the transactions and conditions of the Association;
viii. provide staff assistance to all Committees; and
ix. devote his or her best efforts to forwarding the business and advancing the interest of the Association.
The Executive Vice President shall serve as an ex officio member of the Executive Committee and Board of Directors without vote.
SECTION 7. Bond.
The Executive Vice President and Treasurer, or any other person entrusted with the handling of funds or property of the Association, shall furnish, at the expense of the Association, a fidelity bond approved by the Board, in such a sum as the Board shall prescribe.
ARTICLE IX ? COMMITTEES
SECTION 1. Committee Membership.
Except as otherwise provided in these Bylaws, the President will appoint members to all committees.
SECTION 2. Executive Committee.
- The Executive Committee shall be composed of the following persons:
i. President;
ii. Immediate Past President;
iii. Vice President;
iv. Treasurer; and
v. Executive Vice President, who shall be an ex officio member without vote.
- The Committee may:
i. exercise the powers of the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors at the succeeding regular meeting;
ii. nominate the Officers of the Association;
iii. serve as the Finance Committee; and
iv. evaluate the performance of the Executive Vice President annually.
C. Four (4) members shall constitute a quorum for the transaction of business. The President, who shall chair this Committee, may call meetings. At the written request of four (4) members, the Executive Vice President shall issue a call for a special meeting, and only ten (10) days? notice shall be required for such special Executive Committee meeting. Meetings may be conducted by telephone conference.
SECTION 3. Leadership Development Committee.
The Leadership Development Committee shall be a standing committee whose members shall be appointed from among the Board of Directors. The committee shall monitor member participation and accumulate background information necessary to nominate members annually to the Board of Directors and recommend Association award winners. All recommendations will be made to the DMIA Board of Directors for its approval.
The Leadership Development Committee shall have a minimum of five (5) and a maximum of seven (7) members, including the Executive Vice President, who will be an ex officio member. Between the beginning of the fiscal year and the first Board of Directors meeting in the fiscal year, the President, with the counsel of the immediate Past President, shall appoint a Chairman and make other appointments. Members will serve a one-year term but may be reappointed.
SECTION 4. FUTRENDS Group.
The FUTRENDS Group shall consider, analyze, and make findings on all those things political, environmental, economic, social, technical, and competitive which may impact upon the business information services industry. Such findings and conclusions may be reported to the membership annually.
The FUTRENDS Group will be composed of the following:
- a Chairman, who shall be a member of the Board of Directors;
- the Executive Vice President; and
iii. members at large.
The President will appoint the Chairman and other members. All members will serve a one-year term. All members may be reappointed.
SECTION 5. Planning and Resources Committee.
The Planning and Resources Committee shall be a standing committee whose members shall be appointed from among the Board of Directors. The Planning and Resources Committee shall regularly monitor and recommend revisions to the DMIA Strategic Plan to the DMIA Board of Directors.
The Committee will number from a minimum of five (5) to a maximum of seven (7) members, excluding one ex officio staff representative appointed by the Executive Vice President. Planning and Resources Committee members will serve a one-year term but may be reappointed. Between the beginning of the DMIA fiscal year and the first Board of Directors meeting in the fiscal year, the President, with the counsel of the outgoing Planning and Resources Committee Chairman, will appoint a new Chairman and make other appointments to the Committee