Massachusetts Automatic Merchandising Council, Inc.
Amended October 7, 2010
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 two classes of membership in the Corporation, “Regular” and “Associate.”
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. 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 directory.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. Quorum of Members. Fifteen (15) of the members entitled to vote at a meeting shall constitute a quorum.
12. 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 Secretary 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.
13. 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.
14. 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 to vote.
15. 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 a Treasurer.
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 majority 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 of an officer to act or perform his duties, the Board of Directors may by majority 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 electronic mail, 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 postal mail or electronic mail, 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 electronic mail, 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 a quorum.
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 and one (1) associate member to serve for three (3) years on the Board of Directors 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 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.. 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 the Directors.
(b) The managing Director shall receive and have full custody of all monies due the corporation and with the Treasurer’s consent, 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 shall direct.
(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 Federal, state, or local government agency or employee, except upon approval of the Board of Directors, which may consult counsel if it deems such action advisable.
(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 membership.
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 Board of 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 Secretary, 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.
6. Indemnification of Officers and Directors. The corporation shall indemnify and hold harmless each person who heretofore has served, is currently serving or hereafter serves as: (a) an officer or Director of the corporation or (b) at the request of the Corporation as an officer or director on another organization, as from 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 such 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 judgment 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.
Such 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.
The 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.
7. Definitions. All references in the By-Laws to the following terms shall have the following meanings unless otherwise provided:
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 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.