Bylaws of NAGASA
Article I: Name and Offices
Section 1. The name of the organization shall be the North American Graphic Arts Suppliers Association (the "Association").
Section 2. The registered office shall be located in the city of Washington, DC.
Article II: Purpose
Section 1. The purpose of the Association, as permitted by law, is to provide the information, knowledge, and training that enables the graphic arts, printing, and imaging distribution channel to manage itself professionally and responsibly and deliver quality and value to end users and to engage in any and all lawful acts or activities and for any and all lawful purposes for which not-for-profit organizations may be organized under the Pennsylvania Nonprofit Corporation Law, as amended.
Article III: Membership
Section 1. The board of directors shall establish reasonable membership qualifications and procedures uniformly applied to all candidates for membership.
Section 2. Members in this Association shall consist of:
Dealer, Reseller and VAR member-any firm, division or subsidiary engaged in the distribution and reselling of products to the North American graphic arts, printing, and imaging industry.
Manufacturer member-any firm, division or subsidiary which manufacturers or imports products for sale to the North American graphic arts, printing, and imaging industry. Manufacturer members must distribute products through firms which qualify as Dealer, Reseller and VAR members, or state an intention to so distribute products.
Distributor, Converter and System Integrator member-any firm which does not qualify as a Manufacturer member, but offers products for sale to the North American graphic arts, printing, and imaging industry. Distributor, Converter or System Integrator members must distribute products through firms which qualify as Dealer, Reseller and VAR members, or state an intention to so distribute products.
Associate member-any firm, organization or individual engaged in publishing, consulting, or business services in direct support of graphic arts, printing, and imaging distribution in North America. Associate members may not hold offices in NAGASA, but shall be eligible for all other member benefits.
Section 3. Applications for membership shall be made to the President in writing and signed by the applicant. Applicants are required to meet the eligibility requirements adopted by the board of directors.
Section 4. If an applicant both manufactures and distributes, the President shall categorize the firm, depending on its primary business function.
Section 5. Any classification of a membership or rejection for membership shall be communicated to the applicant in writing along with the reasons therefore, and the applicant shall be given an opportunity to produce additional information in writing to the President not later than sixty (60) days after receipt by the applicant of such initial decision. Decisions of the board of directors made after receipt of such additional information shall be conclusive.
Section 6. Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership fee or dues provided herein, the applicant shall become a member of the Association entitled to all the rights, privileges, and obligations of membership.
Section 7. Resignation of members shall be made in writing to the President and shall be considered at a meeting of the board of directors following the receipt of such resignation. A tender of resignation shall not become effective until acted upon and accepted by a majority of the board of directors, provided, however, that no resignation shall be accepted if the resigning member is in any way indebted to the Association for fees or otherwise.
The tender of a resignation by a member before the close of the Association's fiscal year shall not alter the financial obligation of such resigning member to support the Association until the end of its fiscal year.
Section 8. A two-thirds (2/3) vote of the board of directors is required for termination of membership, provided, however, the member is given written notice ten days prior to the action and is granted an opportunity to be heard by the board of directors before any action is taken. Termination shall be affected for one or more of the following reasons:
1. Failure by a member, for whatever reason, to maintain the membership eligibility requirements as adopted by the board of directors.
2. Commencement of bankruptcy, receivership, reorganization, arrangement, or liquidation proceeding, state or federal, by or against member.
3. Transfer of control of the business of a member whether by sale, merger, consolidation, or however else effected.
Section 9. The failure by a member to pay any dues, subscriptions, assessments, or fees specified herein or by the board of directors within ninety (90) days from the time the same becomes due shall be reported to the President, who may, suspend the member until payment is received or terminate the membership as specified in Section 6 above.
Article IV: Membership Dues
Section 1. The board of directors shall establish membership classifications and respective sales volumes and dues amount. Dues shall cover the period beginning with the month the applicant is accepted for membership and the ending within the current fiscal year on October 31st.
Article V: Meetings of Members
Section 1: All meetings of the members shall be held at such place, within or without the Commonwealth, as the board of directors may from time to time determine.
Section 2: An annual meeting of the members shall be held at such time and place as the board of directors may determine, and transact such other business as may properly be brought before the meeting.
Section 3: Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President, the Secretary/Treasurer, by majority of the board of directors, or by members entitled to cast a least ten percent (10%) of the votes, that all members are entitled to cast at particular meeting, upon written request delivered to the President or Secretary/Treasurer of the Association. Such a request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, the President or Secretary/Treasurer shall fix the time of the meeting, which shall be held not more than sixty (60) days thereafter. If the President or Secretary/Treasurer shall neglect to issue such a call, the person or persons making the request may issue the call.
Section 4: Written notice of every meeting of the members, specifying the place, date and hour, and the general nature of the business of the meeting, shall be served upon or mailed, postage prepaid, at least five days prior to the meeting unless a greater period of notice is required by statute, to each member entitled to vote thereat.
Section 5: Any matter upon which members are required or entitled to vote, including changes in the Articles of Incorporation and the Bylaws, and including the election of directors or officers, may be by ballot or by mail. Any provision of the Bylaws which requires that such vote be taken at a meeting or otherwise is hereby modified by this section.
Section 6: Twenty-five percent (25%) of member firms entitled to vote, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the members for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation or by the Bylaws. The members present in person or by proxy at a duly convened meeting can continue to do business until adjournment, notwithstanding withdrawal of enough members to leave less than a quorum.
Section 7: When a quorum is present or represented at any meeting, the vote of a majority of those present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Articles of Incorporation or of the Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Section 8: Each member shall at every meeting of the members be entitled to one vote in person or by proxy. One or more members may participate in a meeting of the members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Section 9: Any action that may be taken at a meeting of the members may be taken without a meeting if:
1. A consent in writing setting forth the actions so taken, shall be signed by all of the members who would be entitled to vote at a meeting for such purpose and shall be filed with the Secretary/Treasurer of the Association.
2. Such action is taken by mail ballot as provided in Section 6 of this Article, and ballots approving such action are received by the Association from a majority of the members entitled to vote.
Article VI: Directors: Composition, Meetings, and Removal
Section 1. The business of the Association shall be managed by its board of directors which may exercise all such powers of the Association and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised and done by the members.
Section 2. The number of directors that shall constitute the board of directors shall not exceed fourteen (14), which board shall be elected as specified herein by members of their annual meeting. The board of directors may, by a vote of not less than a majority of the authorized number of directors, increase or decrease the number of directors from time to time, without a vote of the members, provided however, that any such decrease shall not eliminate any director then in office.
Section 3. The following shall serve as ex-officio directors: Board Chair, Vice President-Dealer and Reseller, Vice President-Manufacturer, Secretary/ Treasurer, Past Board Chair, and President.
Section 4. One (1) director will be designated to serve as a representative of the Printing Equipment & Supply Dealers' Association of Canada (PESDA).
Section 5. The directors shall consist of a ratio of two (2) distribution directors to one (1) manufacturer. Each director shall be an active employee or officer of a member.
Section 6. Successors to these directors shall be elected at the close of their respective terms of office for a term of two (2) years and until their successors are elected and qualified or until the earlier of their resignation, removal, or death.
Section 7. Vacancies and newly created directorships resulting from the increase in directors may remain vacant until the next meeting of the members, or may be filled by a majority of the remaining directors, through less than a quorum, and each person so elected shall be a director until his successor is elected by the members who may make such an election at the next annual meeting of members or at a special meeting duly called for that purpose.
Section 8. Meetings of the board may be called by the President, the Secretary/Treasurer, or upon written request of a majority of the directors then in office on two (2) days' notice to each director, by mail, by telephone, by facsimile, or electronic mail.
Section 9. Meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of at least a majority of the board at a duly convened meeting, or by unanimous written consent.
Section 10. At all meetings of the board two-thirds (2/3) of the directors in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which quorum is present shall be the acts of the board of directors, except as may be otherwise specifically provided by statute.
Section 11. One or more directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 12. If all the directors shall severally or collectively consent in writing to any action to be taken by the Association, such action shall be as valid a corporate action as though it had been authorized at a meeting of the board of directors.
Section 13. The entire board of directors or any individual director may be removed from office without assigning any cause at any meeting of the members by the vote of two-thirds (2/3) of the members entitled to vote. In such a case, new directors may be elected at the same meeting.
Article VII: Notices
Section 1. Notices to directors and members shall be in writing and mailed to the directors and members at their addresses appearing on the books of the Association. Notice may also be given by electronic mail or facsimile. Notice by mail, electronic mail, or facsimile shall be deemed to be given at the time when same is mailed or transmitted. Notices shall state the purpose or purposes of the meeting, and business transacted at any special meeting of the members shall be limited to the purposes set forth in the notice therefor.
Article VIII: Officers
Section 1. The officers of the Association shall consist of a Board Chair, a Vice President-Dealer and Reseller, a Vice President-Manufacturer, a Secretary/Treasurer, and a President. The offices of Board Chair, Vice President-Dealer and Reseller, and Secretary/Treasurer shall be filled with representatives of Dealer, Reseller or VAR Members. The office of Vice President-Manufacturer shall be filled with a representative of a Manufacturer Member. Each of the officers shall be ex-officio members of the board of directors. All officers, except the President, and all other directors shall serve without compensation.
Section 2. Successors to each of these officers except the Board Chair, shall continue to be elected at each annual meeting of the Association. The individual serving as Vice President-Dealer and Reseller, will assume the position of Board Chair at the end of his/her term. Each officer shall be an active employee or officer of a member. The Board Chair and Vice President-Dealer and Reseller shall hold office for a term of one (1) year and the Vice President-Manufacturer and Secretary/Treasurer for a term of two (2) years.
Section 3. Each ex-officio member of the board of directors shall be entitled to participate in meetings of the Board to the same extent as other members of the board of directors and to have one vote on each and every matter which comes before the board of directors.
Section 4. In the event an elected officer or director leaves the member company where he was employed at the time of his election such officer or director shall submit a letter of resignation to the President. The board of directors will determine by majority vote whether to accept the resignation or request the individual to serve the remainder of his term.
Board Chair
Section 5. The Board Chair shall: serve as principal advisor and counsel to the President; preside at all meetings of the board of directors, executive committee, and annual membership meeting and election; shall administer with the Secretary/Treasurer the salary and benefits package of the President; and shall perform other duties and exercise such powers as the board of directors may from time to time prescribe.
President
Section 6. The President shall be the executive director and chief executive officer of the Association, shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the board of directors are carried into effect.
Section 7. He/she shall also preside at all meetings of members and record the proceedings of such meetings in a book to be kept for that purpose.
Section 8. He/she shall keep in safe custody the seal of the Association, and, when authorized by the board of directors, affixed, it shall be attested by his/her signature.
Section 9. He/she shall have custody of the funds and securities donated to the Association, keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the board of directors.
Section 10. He/she shall disburse the funds of the Association as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the Secretary/Treasurer and the board of directors so requires, an account of all his/her transactions as President and of the financial condition of the Association.
Section 11. He/she shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the Association, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Association.
Section 12. He/shall perform such other duties and exercise such powers as the board of directors shall from time to time prescribe.
Vice President-Dealer and Reseller
Section 13. The Vice President-Dealer and Reseller shall: in the absence or disability of the Board Chair perform the duties and excise the powers of the Board Chair; serve as member of the executive committee and co-chair for the nomination of officers and directors; serve as advisor and counsel to the President on distribution; attend all meetings of the members, board of directors, and executive committee; and perform such other duties and exercise such powers as the board of directors from time to time prescribe.
Vice President-Manufacturer
Section 14. The Vice President-Manufacturer shall: serve as member of the executive committee and co-chair for the nominations of officers and directors; serve as advisor and counsel to the President on manufacturers; attend all meetings of the members, board of directors, and executive committee; and shall perform such duties and exercise such powers as the board of directors from time to time prescribe.
Secretary/Treasurer
Section 15. The Secretary/Treasurer shall: serve as principal advisor to the President on financial operations, management and investments; help establish and monitor compliance with sound financial guidelines to protect member equity; serve as member of the executive committee; counsel on and examine an annual financial review; attend all meetings of the members, board of directors, and executive committee; assure timely notice of all meetings of the members and board of directors; shall administer with the Board Chair the salary and benefits package of the President and perform other duties and exercise such powers as the board of directors from time to time prescribe.
Past Board Chair
Section 16. The Past Board Chair shall: serve as member of the executive committee and perform other duties and exercise such powers as the board of directors from time to time prescribe.
Article IX: Headquarters' Office
Section 1. The Headquarters' office, to the extent requested or directed by the President, shall assist the Board Chair, Vice President-Dealer, and Reseller, Vice President-Manufacturer, Secretary/Treasurer, and Past Board Chair, in discharging their duties, which shall include without limitation keeping a record of all meetings and all correspondence of the Association and the board of director, sending out notices of all meetings, collecting all money due the Association, depositing such funds, paying Association related bills, and assisting in the preparation of financial reports.
Section 2. The headquarters' office shall be authorized to pay only for budgeted items from the funds of the Association, unless otherwise authorized by Board Chair, Secretary/Treasurer and President.
Article X: Committees
Section 1. An executive committee composed of the Board Chair, Vice President-Dealer and Reseller, Vice President-Manufacturer, Secretary/Treasurer, Past Board Chair, and President shall meet periodically to promote strategic planning and development of the Association and provide ongoing counsel to the President.
Section 2. The President shall, with the assistance of the board of directors, if he/she desires, designate in writing committees of the Association and the members thereof. Any such committee shall exercise such authority as is provided by written authorization of the President or by a resolution of the board of directors, as the case may be. The committee or committees designated shall keep regular minutes of its proceedings and report the same to the board when required.
Article XI: Nomination and Election of Directors and Officers
Section 1. Election of officers and directors shall be by ballot. Ballots shall be mailed to each member at their addresses appearing on the books of the Association. Each member shall be entitled to one (1) vote.
Section 2. At least one hundred and twenty (120) days prior to the mailing of the official ballot the President shall mail to each member at their address appearing on the books of the Association an announcement of the officer and director positions for election and qualifications to serve.
Section 3. At least ninety (90) days prior to mailing of the official ballot, the President shall appoint a nominating committee with the Vice President-Dealer and Reseller and Vice President-Manufacturer serving as co-chairs. This committee shall consider all nominations that satisfy the applicable qualifications as determined by the board of directors and nominate candidates by a majority vote of the committee for the various elective officers and directors of the Association. Their report, containing the slate of candidates so selected, shall be given to the board of directors for review and approval and then presented to the members for election by ballot.
Article XII: Indemnification and Insurance of Officers, Directors & Other Persons
Section 1. The Association shall indemnify any person who was, is, or is threatened to be made a party to any legal proceeding by reason of the fact that he/she is or was a director, officer, or member of a committee of the Association, or is or was serving in any other capacity at the request of the Association, against expenses (including attorney's fees and costs), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by him in connection with any such legal proceeding to the fullest extent permitted by the Pennsylvania Nonprofit Corporation Law.
Section 2. The Association shall indemnify and hold harmless its present and future directors and officers from and against any and all liability, expenses (including attorney's fees), claims, judgments, fines and amounts paid in settlement, actually incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including but not limited to any action by or in the right of the Association), to which such person is, was or at any time becomes, a party, by reason of the fact that such person is, was or at any time becomes, a director or officer of the Association, or is or was serving or at any time serves at the request of Association, as a director, officer, trustee or fiduciary of another Association, partnership, joint venture, trust, pension plan, profit sharing plan, employee benefit plan, or other enterprise of any nature whatsoever. Nothing contained in the Section 1 shall authorize the Association to provide, or entitle any officer or director or other person to receive indemnification for any action taken, or failure to act, which action or failure to act is determined by a court, in the action, proceeding or suit referenced above or in any other action, proceeding or suit, to have constituted willful misconduct or recklessness.
Section 3. Indemnification under Section 1 of this Article shall be made by the Association when ordered by a court or upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in that Section. Such determination shall be made:
1. By the board of directors by a majority vote of a quo-rum consisting of directors who were not parties to such action, suit or proceeding; or
2. If such quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
3. Twenty-five percent (25%) of the members entitled to vote, present in person or represented by proxy, at a special meeting of the members.
Section 4. Expenses incurred in defending a civil or criminal action, suit or proceeding of the kind described in Section 1 of this Article shall be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking, by or on behalf of the person who may be entitled to indemnification under that Section, to repay such amount if it shall ultimately by determined that he is not entitled to be indemnified by the Association.
Section 5. The indemnification and advancement of expenses provided in this Article shall continue as to a person who has ceased to be director or officer of the Association, or who has ceased to serve in any other capacity described in Section 1 of this Article and such indemnification and advancement of expenses shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 6. Nothing herein contained shall be construed as limiting the power or obligation of the Association to indemnify any person in accordance with the Directors' Liability Act, the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time, or in accordance with any similar law adopted in lieu thereof. The indemnification and advancement of expenses (provided under this Article shall not be deemed exclusive of any other right to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of any members or directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding that office.
Section 7. The Association shall also indemnify any person against expenses, including attorney's fees, actually and reasonably incurred by him/her in enforcing any right to indemnification under this Article, under the Directors' Liability Act, the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time, or under any similar law adopted in lieu thereof.
Section 8. Any person who shall serve as a director, officer, employee, or agent or the Association, as a director, officer, employee, or agent or another corporation, partnership, joint venture, trust or other enterprise, shall be deemed to do so with knowledge of a reliance upon the rights of indemnification provided in this Article, in the Directors' Liability Act, the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time, or under any similar law adopted in lieu thereof.
Insurance
Section 9. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him/her an incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability.
Limitation of Personal Liability
Section 10. A director of the Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
1. The director has breached or failed to perform the duties of his/her office under Section 8363 of Title 42 of the Pennsylvania consolidated Statutes Annotated (relating to the standard of care and justifiable reliance of directors); and
2. The breach or failure to perform constitutes self- dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section 10 shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, state, or federal law.
Section 11. A director of the Association shall stand in a fiduciary relationship to the Association and shall perform his/her duties as a director, including his/her duties as a member of any committee of the board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Association, and with such care, including reasonable inquiry, skill, and diligence, as a person of ordinary prudence would use under similar circumstances.
In performing his/her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
1. One or more officers or employees if the Association whom the director reasonably believes to be reliable and competent in the matters presented.
2. Counsel, public accountants, or other persons as to matters that which the director reasonably believes to be within the professional or expert competence of such a person.
3. A committee of the board upon which he/she does not serve, duly designated in accordance with the law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
4. A director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
Section 12. In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors may, in considering the best interest of the Association, consider the effects of any action upon employees, upon suppliers and customers of the Association, and upon committees in which offices or other establishments of the Association are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 11 above.
Section 13. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as director or any failure to take any actions shall be presumed to be in the best interests of the Association.
Section 14. A director of the Association shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
1. The director has breached or failed to perform the duties of his/her office as set forth under Sections 11 through 13 above; and
2. The breach or failure to perform constitutes self- dealing, willful misconduct or recklessness.
Section 15. The provisions of Section 14 above shall not apply to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state, or federal law.
Article XIII: Fiscal Year and Annual Report
Section 1. The fiscal year of the Association shall begin November 1st and conclude on October 31st.
Section 2. The President shall present annually to the members a report verified by a majority of the board of directors, showing in appropriate detail the following at the end of each fiscal year:
1. A financial review with accompanying accountant's report, statements, and supplementary information;
2. The number of members in each membership category