Massachusetts Automatic Merchandising Council, Inc.
Last amended May 5, 2011
1. Place of Meeting. All meetings of the members shall be held either at the principal office of the association or
at such other place in the United States as is determined by the Board of Directors and stated in the notice.
2. Classes of membership. There shall be three classes of membership in the Corporation, “Regular”,
“Associate”, and Cross-Over.
3. Regular Members. Any individual, partnership, corporation, or other entity or accredited representative of such
entity, engaged in the business of of operating or servicing machines for the vending of merchandise in the
Commonwealth of Massachusetts shall be eligible for Regular membership.
4. Associate Members. Any individual, partnership, corporation, or other entity or accredited representative of
such entity, engaged in the business of selling machines, equipment, parts, merchandise or services to the
regular members shall be eligible for Associate membership.
5. Cross-Over Members. Any company or individual proprietor located outside of and with no physical address
inside of Massachusetts and engaged in the business of operating or services machines for the vending of
merchandise or engaged in coffee services in the Commonwealth of Massachusetts.
6. Election of Members. Upon application and the payment of dues and upon receiving a vote of approval by
seven (7) members of the Board of Directors, those who are eligible may become members of the corporation.
Regular membership may be taken in the name of any one of two or more commonly owned or controlled firms,
branches, or subsidiaries that are eligible for membership, but dues shall be computed and paid on the sum of
the employees in all such firms, branches, or subsidiaries. Members agree to abide by the Association’s
Business and Ethical Standards as stated in the Association’s membership application and annual membership
7. Withdrawal and Termination of Membership.
(a) Withdrawal. Any member in good standing may withdraw from membership at any time by giving at least
thirty (30) days written notice thereof to the Chairman or Managing Director. Withdrawal from membership does
not exonerate any member from any unpaid fees, assessments or other obligations to the Corporation incurred
while a member.
(b) Termination. The membership of any member and all rights and privileges thereof shall immediately
terminate in the event such member shall cease to meet the qualifications for membership as prescribed in the
By-Laws. It shall be the duty of each member to give prompt notice in writing to the Chairman or Managing
Director on any change in ownership or activities affecting his qualifications for membership.
8. Expulsion. Any member may be suspended or expelled from the corporation for the non-payment of dues or
for failure to abide by the code of Ethics of the National Automatic Merchandising Association.
9. Annual Meetings. The annual meeting of the members entitled to vote shall be held at such time and place
as is determined by the Board of Directors and stated in the notice. Purposes for which an annual meeting is to
be held, in addition to those prescribed by law, by the Articles of Organization and by the By-Laws, may be
specified by the Managing Director or the Board of Directors or, upon written application delivered to the
Managing Director not less than twenty (20) days before the date of the meeting, by ten (10%) percent or more
of the members who are entitled to vote at the meeting.
If such annual meeting is not held and the date fixed, or by adjournment therefrom, a special meeting of the
members shall be held in place thereof, and any business transacted or elections held at such special meeting
shall have the same force and effect as if transacted or held at the annual meeting. Any such special meeting
shall be called as provided in Section 9 of this Article 1.
10. Special Meetings. Special meetings of the members entitled to vote may be called by the Managing Director
or by the Board of Directors, and shall be called by the Managing Director, or in case of the death, absence,
incapacity or refusal of the Managing Director, by any other officer, upon written application of ten (10) or more
of the members who are entitled to vote. The call for the meeting shall state the day, hour, place and purposes
of the meeting.
11. Notice of Meetings. Notice of all meetings of the members, stating the place, date and hour thereof, and
the purposes for which the meeting is called, shall be given by the Managing Director or other person calling the
meeting. Notice must be given in writing and such writing shall be sufficient if given personally or by telephone,
facsimile, or electronic messaging. Notice must be given at least ten (10) days before the meeting to each
member entitled to vote thereat and to each member who, under the Articles of Organization or By-Laws, is
entitled to such notice, such notice addressed to his usual place of business or residence as it appears upon the
books of the corporation. No notice of a meeting of the members need be given to any member if such member,
by a writing (including, without limitation, by telephone, facsimile, or electronic messaging) filed with the
records of the meeting (and whether executed before or after such meeting) waives such notice, or if such
member attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.
Every member who is present at a meeting (whether in person or by proxy) shall be deemed to have waived
notice thereof; provided, however, that in the absence of his waiver in writing, a member may expressly reserve
his objection to the transaction of any business as to which requisite notice was not given to him.
12. Quorum of Members. Fifteen (15) of the members entitled to vote at a meeting shall constitute a quorum.
13. Adjournments. Any meeting of the members may be adjourned to any other time and to any other place by
the members present or represented at the meeting, , or by any officer entitled to preside or to act as clerk of
such meeting if no quorum is present. It shall not be necessary to notify any member of adjournment. Any
business which could have been transacted at any meeting of the members as originally called may be
transacted at any adjournment thereof.
14. Voting at Meetings. Any regular member and any accredited representative of a member firm or corporation
present at any meeting may vote, but no partnership, firm, or corporation shall be entitled to more that one
vote on any question regardless of the number of representatives present or the number of persons employed.
15. Action at Meeting. When a quorum is present, a majority of the members present or represented and voting
on a matter, except where a larger vote is required by law, the Articles of Organization or these By-Laws, shall
decide any matter to be voted on by the members. Any election by members shall be determined by a plurality
of the votes cast by the members entitled to vote at the election. No secret ballot shall be required for such
vote unless requested by ten (10%) percent of the members present or represented at the meeting and entitled
16. Action without Meeting. Any action required or permitted to be taken at any meeting of members may be
taken without a meeting if all members entitled to vote on the matter consent to the action in writing and the
written consents are filed with the records of the meetings of members, Such consents shall be treated for all
purposes as a vote at the meeting.
ARTICLE II - Board of Directors
1. Elections. The Corporation shall be supervised by a Board of Directors which shall consist of nine (9) regular
members, three (3) associate members and the three (3) immediate past chairmen of the corporation. To the
extent possible, the Board of Directors shall be representative of each of the major product and service
classifications of the industry and of the major geographical areas in which the members are located. Three (3)
Regular members and one (1) Associate member shall be elected Directors at each Annual Meeting of the
Members by a majority vote of the members present.
At the first meeting following the Annual Meeting of members of the Corporation’s ,the members of the Board of
Directors shall elect from their number an Executive Committee, consisting of a Chairman, a Vice Chairman and
The Board of Directors shall meet at least four (4) times a year. The Chairman shall preside at all meetings of
the Board of Directors and of the members and perform such other duties as are incidental to his office as
titular head of the Corporation. The Vice -Chairman shall perform the duties of the Chairman in his absence.
2. Tenure. Each member of the Board of Directors shall hold office until his term expires and his successor is
elected, or until he resigns or dies, or is removed or becomes disqualified. The terms for Regular and Associate
Members to the Board of Directors shall be for three (3) years or until their successors are duly elected and
installed. The term for a Past Chairmen to the Board of Directors shall be six (6) years following their full term
as Chairmen. Regular and Associate members may serve two consecutive terms on the Board of Directors if
elected by a majority of the Members present at the Annual Meeting pf the Corporation. Past Chairman may not
serve two consecutive terms as “Past Chairman” but may be elected to serve on the Board of Directors as a
Regular of Associate member, if elected by a two-thirds majority of the members present at the annual meeting
of the Corporation. Any Director may resign by giving written notice of his resignation to the Chairman of the
Board of Directors, or the Board of Directors at a meeting of the said Board, and such resignation shall become
effective at the time specified therein.
3. Vacancies. Any vacancy in the Board of Directors may be filled by the regular members at a meeting called for
the purpose. Pending action by the regular members, such vacancy may be filled by vote of the Directors or by
appointment by all of the Directors if less than a quorum shall remain in the office. Any vacancy in the position
of any officer may be filled by the Board of Directors; and during the absence or inability to act of an officer, the
Board of Directors may by vote appoint a person to perform the duties of such officer.
4. Meetings, Meetings of the Board of Directors need not be held in the state of incorporation.
(a) Regular Meetings. Regular meetings of the Board of Directors may be held without call or notice at such
places and at such times as the members may from time to time determine, provided that any member who is
absent when such determination is made shall be given notice of the determination. A regular meeting of the
Board of Directors may be held without a call or notice at the same place as the annual meeting of members, or
the special meeting held in lieu thereof, following such meeting of members.
(b) Special Meetings. Special Meetings of the Board of Directors may be called by the Chairman, the Managing
Director, or any Director. Notice of the time and place of all special meetings shall be given by the Secretary or
the officer or Director calling the meeting. Notice must be given orally, by telephone, by telegraph, or in writing,
and such notice shall be sufficient if given in time to enable the member to attend, or in any case if sent by
mail or telegraph, at least three days before the meeting, addressed to a member’s usual or last known place of
business or residence. No notice of any meeting of the Board of Directors need be given to any member if such
member by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records
of the meeting (and whether executed before or after such meeting), waives such notice, or if such member
attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.
5. Quorum of Directors. At any meeting of the Board of Directors a majority of the number of members then
constituting a full Board shall constitute a quorum, but a lesser number may adjourn any meeting from time to
time without further notice. Unless otherwise provided by law or the Articles of Organization or by the By-Laws,
business may be transacted by vote of a majority of the Directors then present at any meeting at which there is
6. Action without a Meeting. Unless otherwise provided -by law or by the Articles of Organization or by the
By-Laws, any action required of permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the Directors consent to the action in writing and the written consents are filed with the
records of the meetings of Directors. Such consents shall be treated for all purposes as a vote at a meeting.
ARTICLE III - Committees
1. Committees. The Chairman of the Board of Directors shall appoint from the membership of the Corporation a
Nominating Committee, a Membership Committee, a Legislative Committee, and a Program Committee and the
Board of Directors may elect such other committees as it may determine and delegate to any committee or
committees some or all of its powers except these which, by law, the Articles of Organization or these By-Laws,
it is prohibited from delegating. Except as the Board of Directors members may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise provided by the Board of
Directors or in such rules, its business shall be conducted as nearly as may be in the manner as is provided by
these By-Laws for the Board of Directors. The Nominating Committee shall consist of three (3) members
appointed at least thirty (30) days before the annual meeting of the members by the Chairman with the
approval of the Board of Directors. The Nominating Committee shall nominate three (3) regular members to
serve for three (3) years on the Board of Directors and for the 1994-1995 year, one (1) associate member shall
be nominated for a term of one (1) year, one (1) associate member shall be nominated for a term of two (2)
years, and one (1) associate member shall be nominated for a term of three (3) years. Thereafter the associate
member representatives to the Board shall hold office for three years and one associate member shall be
nominated. Nominations shall be reported to the Managing Director fourteen (14) days prior to the annual
meeting who shall mail the list of such nominees to all regular members at least seven (7) days prior to the
annual meeting. In addition to the nominations made by the Nominating Committee, members may nominate
other nominees provided that said nominees’ names are submitted in writing to the Managing Director seven (7)
days prior to the annual meeting. The nominees must give their approval in each case and the nominations
must be accompanied by a second from another regular member.
2. Telephone Conference Meetings. The Board of Directors or any committee designated thereby may participate
in the meeting of such Board or committee by means of a telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at the same time and participation
by such means shall constitute presence in person at a meeting.
ARTICLE IV - Executive Offices
1. The Board of Directors shall elect from the regular membership of the corporation, annually at their first
meeting following the annual meeting of the members a President, a Managing Director and a Treasurer. The
Board may, from time to time, elect or appoint such other officers as it may determine, including a Secretary
and one or more Assistant Treasurers. Only regular members of the corporation are eligible to be officers of the
corporation. The President, the Treasurer and the Managing Director shall each hold office until the first meeting
of the Board of Directors following the next annual meeting of the members and until his successor is elected or
appointed or qualified, or until he dies, resigns, is removed or becomes disqualified; and all other officers shall
hold office until the first meeting of the Board of Directors following the next annual meeting of the members
unless a shorter term is specified in the vote electing or appointing them.
2. Managing Director. The direction and management of the affairs of the corporation shall be vested in an
association management firm or in an individual who is selected by the Board of Directors and subject to
approval by a majority vote of the members of the corporation present at a general meeting for such period if
time and under such conditions as the corporation shall approve. If a management firm is employed, it shall
appoint a Managing Director subject to the approval of the Board of Directors.
(a) The Managing Director shall perform all of the clerical work of the corporation. He shall give notice of,
attend, and keep a correct record of all meetings of the corporation and of the Board of Directors. He shall carry
on all correspondence of the corporation. He shall keep a complete list of all members of the corporation and a
record of its committees. He shall carry into execution all orders, votes and resolutions of the corporation and
(b) The managing Director shall receive and have full custody of all monies due the corporation and co-sign with
the Treasurer all orders for withdrawal of corporate funds.
(c) The Managing Director shall keep a record of all receipts and direct expenditures and he shall present a
financial report at the Annual Meeting and, when requested, at other meetings. His books and records shall be
audited by a Certified Public Accountant at least every three (3) years and at such other times as the Directors
(d) The Managing Director, if employed by a management firm, may appoint an Executive Director from his staff,
subject to approval of the Directors, who shall perform such duties as the Managing Director may care to
delegate, and he may employ such administrative staff as he deems necessary and advisable within the
provisions of his contract of employment.
(e) All statistics, financial, production, or other confidential information, or correspondence relating to the
business of a member shall be collected by the Managing Director or under his supervision, and no confidential
information furnished to him or to staff employees shall be disclosed to any member, director, officer, or any
other firm, person, or corporation, except in such manner as not to enable anyone to determine facts relating to
a particular member’s business, and no information concerning the business or correspondence of the
corporation or any member thereof shall be released to any government agency or employee, Federal, state, or
local excepting upon approval of the Board of Directors which may consult counsel if it deems such action
(f) The Managing Director shall be the custodian of all records and files of the corporation and shall surrender
same to his successor or such other person as may be designated by the members provided such person is not a
member of the vending machine industry and is recognized as an impartial agent to whom confidential
information may be disclosed. The records and files herein above referred to shall be surrendered within seven
(7) days of notification by the Chairman.
(g) The Managing Director shall have no financial or other business interest in any firm engaged in operating
vending machines unless it is in a security listed on the New York or American exchanges
3. Treasurer. The Treasurer shall, subject to the control and direction of the Board of Directors, have and
perform such powers and duties as may be prescribed in the By-Laws or from time to time be determined by the
Board of Directors.
4. Secretary. The Board of Directors may elect a Secretary, but if no Secretary is elected, the Managing Director
shall be the Secretary. The Secretary shall attend all meetings of the Directors and shall record all votes of the
Directors and minutes of the proceedings at such meetings. He shall notify the Directors of their meetings, and
shall have and perform such other powers and duties as may from time to time be determined by the Directors.
If a Secretary is elected but is absent from any such meeting, The Managing Director may perform the duties of
the Secretary; otherwise, a Temporary Secretary may be appointed by the meeting.
ARTICLE V - Dues
1. Determination of Dues. The Board of Directors shall fix the basis and rate of dues for each class of
2. Dues Pavable Annually. All dues shall be payable annually in advance on September I of each year. Dues for
those who become members of the corporation after March I of any year shall be at the rate of one-half (1/2)
the annual dues for that year.
ARTICLE VI - Miscellaneous Provisions
1. Fiscal Year. The fiscal year of the corporation shall end on the last day of August.
2. Seal. The seal of the corporation shall bear its name, the word “Massachusetts” and the year 1989, and may
bear such other device or inscription as the Board of Directors may determine
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other
obligations for the payment of money made, accepted or endorsed by the corporation shall be executed on
behalf of the corporation by such person or persons as may be authorized from time to time by vote of the
Board of Directors..
4. Contributions. The Board of Directors shall have authority to make donations from the funds of the
corporation, in such amounts as the Directors may determine to be reasonable consistent with the Articles of
Organization, public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or
similar purposes, and in time of war or other natural emergency in aid thereof.
5. Evidence of Authority. A certificate by the Clerk, and the Managing Director or the Secretary, or a Temporary
Secretary, as to any action taken by the Board of Directors, any other Committee of the Board of Directors or
any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be
conclusive evidence of such action. The exercise of any power which, by law or under these By-Laws or under
any vote of the members or of the Directors or Committee, may be exercised in case of absence or any other
contingency, shall bind the corporation in favor of anyone relying thereon in good faith, whether or not the
absence or contingency existed.
Indemnification of Officers and Directors
*The corporation shall indemnify and hold harmless each person who heretofore has served, is currently serving
or hereafter serves:
a) as an officer or Director of the corporation or,
b) at the request of the corporation as an officer or director of another organization.
rom and against any and all claims and liabilities to which such person may be or become subject by reason of
such service (including, without limitation, by reason of
uch person’s alleged acts or omissions in the course of such service), and shall indemnify and reimburse each
such person against and for any and all legal and other expenses reasonably incurred by such person in
connection with any such claims and liabilities, actual or threatened, whether or not at or prior to the time when
so indemnified, held harmless and reimbursed such person has ceased to serve in such capacity, except with
respect to any matter as to which such person shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best interest of the corporation; provided,
however, that prior to such final adjudication the corporation may compromise and settle any such claims and
liabilities and pay such expenses, if such settlement or payment or both appear, in the judgement of a majority
of those members of the Board of Directors who are not involved in such matters, to be in the best interest of
the corporation as evidenced by a resolution to that effect adopted after receipt by the corporation of a written
opinion of counsel for the corporation, that, based on the facts available to such counsel, such person has not
been guilty of acting in a manner that would prohibit indemnification.
uch indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal
action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an
undertaking by the person indemnified to repay such payment if he be adjudicated to be not entitled to
indemnification under this Section 6, which undertaking may be accepted without reference to the financial
ability of such person to make repayment.
he right of indemnification herein provided shall be in addition to and not exclusive of any other rights to which
any officer or Director of the corporation, or any such persons who serve at its request as aforesaid, may
otherwise be lawfully entitled. As used in this Section 6, the terms “officer” and “Director” include their
respective heirs, executors and administrators.
*Definitions. All references in the By-Laws to the following terms shall have the following meanings unless
By-Laws - These By-Laws, as altered or amended from time to time.
Articles of Organization - The Articles of Organization of the corporation recorded with the office of the
Secretary of State, as may be amended from time to time.
Annual Meeting of Members - Either the annual meeting of the members held on the date fixed thereof, or if it
is not held on such fixed date, a special meeting held in place thereof. In addition, whenever the masculine
gender is used, it shall include the feminine and the neuter wherever appropriate.
ARTICLE VII - Amendments
These By-Laws may be altered, amended or repealed, in whole or in part, at any annual or special meeting by
vote of two-thirds, of all members entities to vote. No change in the date of the annual meeting may be made
within sixty (60) days before the date fixed in these By-Laws for such meeting. The nature or substance of the
proposed alterations, amendment or repeal shall be stated in the notice of the meeting.
These By-Laws may also be amended from time to time by vote of the Board of Directors of the corporation,
with the exception of any provision relating to rights, powers or duties of the members of the corporation or any
provision, which by law, the Articles of Organization or these By-Laws requires action by the members.
The By-Laws shall be reviewed by the Board of Directors every three years.