THE BY-LAWS OF
AMERICAN PET PRODUCTS ASSOCIATION, INC.
Section 1. Name.
The name of this Association shall be AMERICAN PET PRODUCTS ASSOCIATION, INC., a not-for-profit corporation.
Section 1. Purposes.
The purposes for which this Association is formed are, voluntarily and without monetary profit to any member thereof:
(a) To promote, develop and maintain the advancement of the pet industry.
(b) To provide a forum for the exchange of information and discussion of problems related to the pet industry by:
(1) Providing regular updates of Association business.
(2) Providing publicity and public relations for the industry.
(3) Maintaining a liaison between governmental agencies and industry.
(4) Fostering good fellowship among members.
(c) To work cooperatively on problems of mutual interest to firms and other Associations engaged in or related to the pet industry.
(d) To work cooperatively for the improvement of the pet industry by fostering research, technical development and training.
(e) To promote better understanding between the various segments of the industry.
(f) To sponsor trade shows.
(g) In short, to do all things permitted by lawfor an organization which is exempt from taxation under Section 501(c)(6) of the Internal Revenue Code of 1954 [26 U.S.C.A. Sec. 501 (c)(6)], or any modification or amendment thereof, to promote and advance the pet industry and the welfare of all firms connected therewith.
(h) The purposes of the Association shall not include, nor shall the Association have any concern with, establishing, fixing or maintaining the prices at which members' products are to be sold or the manner in which products shall be marketed or any other activities which violate the Federal anti-trust laws. Any action in violation of this provision is expressly prohibited.
However, nothing contained in these By-Laws shall authorize or empower the Association to perform or engage in any acts or practices prohibited by Section 340 of the General Business Law or other anti-monopoly statute of the State of .
Section 1. Principal Office.
The principal office of this Association shall belocated within the .
Section 2. Other Offices.
In addition to the principal office, the Association may establish other offices as designated by the Board of Directors.
Section 1. Seal.
The corporate seal shall have inscribed thereon the name of the Association, year of incorporation and the words "Corporate Seal, ."
Section 1. Classification.
Membership in this Association shall be divided into the Active Membership Class and such other Membership classes as shall be established pursuant to Article V, Section 3.
Section 2. Qualification for Active Membership.
(a) Any firm, partnership, joint-venture, corporation or other business entity seventy-five percent (75%) of whose worldwide pet product revenue is derived from the manufacturing or importing of pet products (which includes, but is not limited to, trade and consumer publications relating to the pet industry so long asseventy-five percent(75%) of said publication's revenue is derived from the pet industry), and has manufacturing or warehousing facilities in the United States, its territories or its possessions (collectively hereinafter called a business entity), may be eligible for active membership in this Association, provided that it furnishes satisfactory evidence that it complies with the requirements of paragraphs (a), (b), (c) and (d) of this Section 2.
(b) That such applicant's pet products have been sold to manufacturers, retailers or distributors to retailers by the applicant within the and/or possessions or territories for use as pet products prior to applying for membership.
(c) That the business entity derives no more than twenty-five percent (25%) of its revenue as a manufacturer's representative, broker, commission merchant, agent, wholesaler, distributor, or retailer.
(d) That at the time application for membership is made, such applicant has been actively engaged (i.e., making bona fide sales and shipments exclusive of samples and consignments) in the business of manufacturing or importing trademarked pet products, within the United States its territories and/or its possessions prior to the date of application for membership in this Association.
(e) A fully completed, written application or reapplication for membership must be received by the Association within a time frame established by the Board.
Section 3. Other Membership Classes; Qualifications.
The Board of Directors shall establish other membership classes, having no vote, which the Board deems necessary or appropriate for the good and welfare of the industry. Designations, qualifications and other membership rights for such classes shall be established by the Board.
Section 4. Election of Members.
(a) Any business entity possessing the requisite qualifications for membership and desiring to secure admission to membership in this Association shall make written application specifying whether Active or other Membership is desired, subject to a review of a subcommittee of theBoard.
(b) A member, Active or other class, shall appoint an official representative (an officer, partner or employee of the business entity) to represent such member; and any such Active member representative while so designated shall be entitled to cast the vote of such Active member.
Section 5. Membership Review/Renewal.
A member shall notify the Association of any change in its operations which may affect its eligibility for membership in the Association. The Board of Directors may review the membership qualification of any member and shall terminate the membership of any member that does notmeet the qualifications for membership as set forth in these By-Laws.
Section 6. Resignation of Members.
Resignation by any member shall become effective upon receipt of written notice by the Association.
Section 7. Termination/Expulsion.
(a) Membership in the Association may be terminated if it is determined that a member:
i. Has violated the By-Laws of this Association;
ii. No longer meets the eligibility criteria for membership in its class;
iii. Has violated trade show rules; or
iv. Has been found guilty of conduct detrimental and prejudicial to the best interest of the Association or to the purposes for which the Association was founded.
(b) Any member of the Association may be suspended or expelled for cause as defined in paragraph (a) of this sectionby a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting. Membership in the Association shall terminate thirty (30) days following the vote of the Board of Directors. Any member for whom expulsion is proposed shall be entitled to not less than sixty(60) days advance written notice of the substance of the charges or accusations, the name and address of the party making the complaint, the date upon which a hearing will be scheduled, and the right to present evidence in defense. Such member may submit a written defense and may appear in person and be heard. Such member may be represented by its official representative as defined in Section 4(b) of this Article by an officer of the business entity, or by counsel. In any event such member may be joined by counsel who shall be heard by the Board of Directors or its designated members or hearing officer.
(c) Such hearing shall be before the Board, except that the Board may, in its sole discretion, appoint one or more of its members, or an independent hearing officer, to hear and make findings of fact and recommendations to the Board. No Board member with any pecuniary interest in the outcome may participate in the consideration or determination of any expulsion.
(d) The affected member shall be notified in writing of the termination decision of the Board of Directors within seven (7) days following such decision. Said affected member may, within fourteen(14) days of receiving notice of intent to terminate, appeal the actions of the Board of Directors by filing notice of such appeal, via certified or registered mail, with the Secretary/Treasurer of the Association at the principal office of the Association. Said notice of appeal shall set forth, in detail, all reasons why said member is protesting the termination action.
(e)The appeal of the member shall be heard at the next regularly scheduled meeting of the Board of Directors and member termination shall be stayed until that time. At the hearing of the appeal, the affected member's official representative, who may be joined by counsel, may be present throughout the hearing and, if so present, shall be afforded the opportunity to verbally summarize the termination protest reasons set forth in the member's notice of appeal.
(f) Immediately following the hearing, the Board of Directors shall convene in closed session, and a majority of those present and voting shall decide the appeal which, if rejected, shall result in the immediate termination of the membership.
Section 8. Forfeiture.
Any member in default in the payment of dues, fees, or assessments for thirty (30) days may be suspended by action of the Board of Directors from the benefits of membership while such default continues. Written notice of such suspension shall be given to the suspended member at the most recent address of the member as shown on the Association's records. Should such default continue for three (3) months after dues, fees or assessments are due, the membership of such defaulting member shall automatically terminate.
Section 9. Obligations.
Termination, suspension, forfeiture, or resignation of any member shall not be deemed to relieve members of any obligations to pay dues, assessments, or other charges accrued or unpaid by the member at the date of termination, suspension, resignation or forfeiture.
Section 10. Rights.
No person shall be admitted to a regular or special meeting or any business meeting of the Association or be eligible to vote or retain office or derive any benefits of the Association unless he/she is a representative of a duly qualified member in good standing.
Section 11. Reinstatement.
(a) Any member who has resigned, been expelled, or otherwise had its membership terminated, may be readmitted after said member has satisfied the Board of Directors that the reasons for the member's expulsion or termination no longer exist or apply and has paid all arrears in dues and/or other obligations.
(b) Any member, whose membership has been terminated for any reason may be considered for reinstatement upon submission of a new application accompanied by a reinstatement fee equal to the current year’s Active membership initiation fee, together with payment of all assessments levied during the period from the date of termination of membership to the date of reinstatement. All reinstated members shall, in addition, be charged dues from the date of such reinstatement.
Section 12. Confidentiality.
Information obtained by the Association with respect to members and prospective members and their trade and business practices is confidential, and each member of the Association, and each of the employees, officers, and directors of the Association are required to use care and discretion in connection with the repeating of any such information obtained by the Association or contained in its files.
DUES, FEES AND ASSESSMENTS
Section 1. Dues, Fees and Assessments.
Special assessments, initiation fees and annual dues for all classes of members shall be established by a vote of the members of the Board of Directors.
MEETING OF MEMBERS
Section 1. Annual Meetings.
The annual meeting of the Association shall be held at such time and place as may be designated by the Board of Directors. Notice of the time and place of such an Annual Meeting shall be given to all Active Members in writing not less than thirty (30) days prior to the date of the meeting. At the Annual Meeting the Active Members shall nominate and elect a sufficient number of Directors to replace all Directors whose terms are expiring, and shall transact such other business as may properly come before the meeting.
Section 2. Special Meetings.
Special meetings of the Association shall be called by the Chairman at the request of the majority of the Board of Directors, or upon demand in writing, stating the purpose of the proposed meeting, and signed by not less than tenpercent (10%) of the Active Members of the Association. In the case of a Special Meeting upon demand of the Active Members, the Chairman shall call the meeting within five (5) days of receiving such demand and the meeting shall be held within ninety (90) days of the call at the office of the Association.
Section 3. Notice.
Written notice of the time and place of any meeting, and in the case of special meetings, the purpose thereof, shall be given to each member entitled to vote in this Association, either personally, by mail, or electronically, addressed to its last known address at least ten (10) days in advance of the date fixed for such meeting.
Section 4. Quorum.
One-fourth (1/4) of the Active Members in good standing present in person or by proxy shall constitute a quorum at any meeting, but a lesser number may adjourn such meeting.
Section 5. Voting.
Each Active Member shall have one (1)vote which may be cast by proxyor in person by the member or a designated representative thereof upon any question coming before any meeting of the members except that no proxy votes will be accepted at a special meeting called upon demand of the membership.
Section 1. Number; Term of Office.
(a) The Board of Directors shall consist of nine (9) persons representing Active Members in good standing. The members of the Board of Directors shall serve for a term of three (3) years. It shall be the policy of this Association when practical to select members of the Board of Directors from different geographic areas and as nearly as possible in proportion to the product diversification of its membership.
(b) The number of directors shall be divided into three (3) groups whose terms of office shall expire sequentially. At each annual election, a number of Directors equal to those whose terms have expired shall be elected to the Board of Directors. Those Directors duly elected shall take office immediately upon election and shall hold office for a term of three (3) years or until the election or qualification of their successors.
Section 2. Eligibility.
Any person who is an owner, officer or employee, designated as the official representative of an Active member of the Association, shall be eligible to serve as a Director. There shall be no more than one (1) Director nominated from any group of two (2) or more active members related to each other as parent, subsidiary, affiliate, division or any combination thereof.
Section 3. Nomination and Election.
Each year, the Chairman shall appoint a Nominating Committee from the Board of Directors, and may include as well, past Board Chairmen or Chairmen Emeriti. Said nominating committee shall propose the names of nominees to fill the existing vacancies in the Board of Directors, all nominees having prior thereto agreed in writing to serve if elected. The nominating committee report shall be sent to members of the Association at least thirty (30) days prior to the Annual Meeting. Additional nominations may also be made by any twenty (20) members of the Association who shall file by certified mail with the President, at least seven (7) days before the Annual Meeting, the written nomination, signed by the nominators, together with the written agreement of such nominees to serve if elected. Voting by the membership to select Directors at the Annual Meeting shall be by ballot, except when there is no contest. The number of nominees equal to the number of vacancies on the Board receiving the largest number of votes shall be declared elected to the vacancies on the Board of Directors. Newly elected Directors shall assume office immediately upon such election.
Section 4. Limitation of Terms of Office.
No director may serve for more than three (3) consecutive three (3) year terms. This limitation shall not apply to the Chairman Emeritus provided for in Article IX
Section 5. Regular Meetings.
Within seven (7) days after the Annual Meeting of the Members, the newly elected Board of Directors shall meet, and elect officers for the coming year. Meetings of the Board of Directors may be held by electronic communications, provided a quorum is present and in communication with each other throughout the meeting.
Section 6. Special Meetings.
Special meetings shall be at the call of the Chairman or the President, or at the request of three (3) members of the Board. If such meeting shall be called other than by the Chairman or the President, said meeting shall be held within thirty (30) days of the call and written notice provided to each Director at least fifteen (15) days prior to the date set for such meeting, stating the time, place and purpose of holding same. The Chairman and the President may call meetings without written notice provided reasonable effort is made to notify all Directors and the meeting time and place is such that all Directors will have reasonable opportunity to attend either in person or electronically.
Section 7. Board Action Without a Meeting.
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the Board proceedings.
Section 8. Powers.
The property and business of this Association shall be managed by its Board of Directors. The Board of Directors shall:
(a) Elect all officers and appoint all agents of the Association and prescribe their duties and fix their compensation, except as otherwise provided by these By-Laws.
(b) Appoint such committees as may be found necessary or desirable to carry out the objects and purposes of this Association, and to fix their powers and prescribe their duties.
(c) Bond such officers, agents, and employees of the Association as may be necessary in such amounts and with such sureties as may be reasonable.
(d) Designate depositories for the Association and rent safety deposit boxes and provide the manner of signing checks, notes, bills and any other evidences of indebtedness of the Association.
(e) Invest and reinvest the funds of the Association and to change such investments from time to time.
(f)Establish such rules as it may deem necessary for conducting any trade show.
(g) In general, do all lawful things and exercise all such lawful powers as are vested in the members of the Association and which will promote the objects and purposes of this Association and its members.
Section 9. Quorum.
In order to constitute a quorum for the transaction of business by the Board of Directors, it shall be necessary that a majority of existing members (as defined in Section VIII (1)(a), above) of such Board be present, and where a quorum is present, the act of a majority of the Directors present and voting at that meeting shall be the act of the Board of Directors, unless otherwise specified in these By-Laws or required by law. Any directors may participate in a meeting of the Board, or any committee designated by the Board, by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation in a meeting pursuant to this sentence shall constitute presence in person at such meeting.
Section 10. Vacancies.
Any vacancy on the Board of Directors may be filled until the next annual meetingby appointment by the Chairman of the Association, subject to the approval of the Board of Directors.
Section 11. Absences.
A Board member may be removed by the vote of two thirds (66.6%) of the Board of Directors for two (2) or more absences in an Administrative year, upon notice and an opportunity to be heard on the allegations at a meeting of the Board.
Section 12. Removal.
A Director may be removed from office for failure in the performance of duty, or for cause, including but not limited to, misrepresentation of authority as a Board member, at any time by vote of the Board of Directors. Such Director shall be notified of such pending action not less than thirty (30) days nor more than sixty (60) days prior to such meeting, and at such meeting shall be given an opportunity to show cause why removal from office is not justified.
Section 13. Compensation.
Directors shall receive no compensation for their services as Directors.
Section 14. Association Personnel.
The Board of Directors may employ persons, or cause their employment, as it deems necessary to meet the objectives of the Association, including a President , and shall compensate such employees from Association funds. The Board of Directors shall establish at least annually, or cause to have established and approve, performance objectives for each employee and shall formally review, in writing, actual performance against said objectives at least annually. The subject employee shall be invited to comment, in writing, on the performance review and both the review and employee comment in reply thereto shall be retained and become part of the employee's personnel file.
Section 1. Officers.
The officers of this Association shall consist of the Chairman, the President, and such other officers as may be required by law or as may be convenient from time to time for the efficient management of the Association, including but not limited to, a secretary, treasurer, and one or more vice presidents. All Officers, except the President, shall be elected annually by the Board of Directors at the first meeting fallowing the Annual Meeting of Members. The President, who shall be a paid employee of the Association, shall preside as a non-voting member of the Board of Directors but shall not be counted as one of the nine elected directors. The Board may also in its sole discretion, appoint the President to the position of Chief Executive Officer of the Association. .
Section 2. Election and Term of Office.
The Chairman and other officers, except the President, shall be elected for a term of one (1) year unless elected to fill an unexpired term. No person may hold any single office for more than two (2) consecutive one (1) year terms. A vacancy in any office may be filled for the remainder of the unexpired term by the Board of Directors.
Section 3. Duties of Officers.
(a) Chairman. The Chairman shall execute all instruments requiring a seal in the name of the Association under the seal of the Association, and shall perform all such other duties as pertain to the office of Chairman and see that all resolutions of the members and of the Board of Directors be carried into effect.
(b) President. The President shall assist all of the officers of the Association in the performance of their duties and shall perform such other duties as shall be delegated by the Board of Directors or by the officers of the Association. The President shall act under the instructions of the Board of Directors. The President shall supervise the staff, purchase supplies and equipment and arrange for office and other facilities and operating purposes within the budget appropriation allowances. The President shall prepare a budget including annual estimated expense of operation of the Association and estimated income, which budget shall be submitted to the Board of Directors for adoption or modification. The budget thus adopted may be modified or additional appropriations for special purposes made at any subsequent meeting of the Board of Directors.
(c) Chairmen Emeritus. The Board may elect as Chairmen Emeritus one or more individuals, recognized by the Board as having made substantial contributions to the industry and to the Association. A Chairman Emeritus shall be an ex officio member of the Board of Directors but shall not be counted as one of the nine (9) Board of Director members specified in Article VIII, Sections 1(a) & (b). The Chairman Emeritus shall perform such other duties as required by the Board of Directors.
Section 1. Committees.
The Board of Directors may from time to time appoint such standing, special, or other committees or task forces and their chairs as it deems necessary for the proper conduct of the affairs of the Association.
Section 2. Responsibility.
All committees shall be responsible to, report to, and work under the direction of the Board of Directors within the scope defined for each such Committee by the Board.
Section 3. Reports.
The Chairs of Committees may make an annual report to the Membership on the work of such committees and shall report at any meeting of the Board upon any matter requiring action or consideration by the Board.
Section 4. Quorum.
At all meetings of any committee, a majority of the members of such committee shall constitute a quorum.
OTHER CORPORATE MATTERS
Section 1. Assets.
The interest in the funds, property and other assets of the Association of every member whose membership shall terminate for any reason other than the dissolution of the Association, shall immediately cease and such member and the representatives of such member shall have no claim whatsoever against the Association or against the other members, their representatives, or any of them.
Section 2. Notices.
All notices required to be given to the members of the Association, unless herein otherwise provided, shall be sent by ordinary mail. All notices to officers, members of the Board of Directors, or members of the Executive Committee shall, unless otherwise provided for herein, be sent to such individuals in the care of the member, firm or corporation with which they and each of them are affiliated. All notices required to be sent to the Association as such, shall be sent to the office of the Association.
Section 3. Effect of Termination of "Affiliation."
Upon the expiration of sixty (60) days following the termination of a relationship between a representative of a member and such member, whether by resignation or otherwise, such person shall be deemed to have resigned any office, membership in the Board of Directors, or in any committee, or any other representation of such member in connection with its membership in the Association, which such person may at the time have held by reason of affiliation with such member, unless within such time period such person shall become affiliated with another member.
Section 4. Indemnification.
(a) If a director, officer or employee of the Association is made a party to any civil or criminal action or proceeding in any matter arising from the performance by such director, officer, or employee of his or her duties for or on behalf of the Association, then, to the full extent permitted by law, the Association, upon affirmative vote of the Board of Directors, a quorum of directors being present at the time of the vote who are not parties to the action or proceeding, shall:
i. Advance to such director, officer, or employee all sums found by the Board, so voting, to be necessary and appropriate to enable the director, officer, or employee to conduct his or her defense, or appeal, in the action or proceeding, and
ii. Indemnify such director, officer, or employee for all sums paid by him or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees actually and necessarily incurred, in connection with the action or proceeding, or appeal therein, subject to the proper application of credit for any sums advanced to the director, officer, or employee pursuant to clause (i) of this paragraph.
(b) The Association is authorized to purchase insurance for indemnification of directors, officers, and employees.
Section 5. Fiscal Year.
The Association shall operate on a calendar year basis.
Section 1. Proposal.
Amendments to these By-Laws may be proposed by the Board of Directors or upon the written and signed petition of twenty (20) members of the Association.
Section 2. Adoption.
Amendments to these By-Laws may be adopted by a majority vote of the Activemembers voting at any membership meeting provided that each such amendment shall have first been submitted in writing to the entire membership not less than fourteen (14) days prior to the meeting at which such amendments are to be voted upon. Amendments may also be adopted by a mail ballot of the membership provided that each such amendment shall be submitted to the entire membership in writing and shall be mailed to the membership not less than fourteen (14) days before such mail ballots are to be counted. The vote of a majority of those responding by mail (which must be at least twenty five percent (25%) of the membership), shall be necessary for the adoption of any amendment by mail ballot.