Name, Nature & Location
Membership
Management
Officers
Meetings
Committees
Minutes of Meetings
Legal Counsel
Dues & Assessments
Fiscal Year
Amendments
Indemnification
Dissolution
ARTICLE I
NAME, NATURE AND LOCATION
Section 1. NAME. The name of this association shall be the Ceramic Tile Distributors Association (CTDA).
Section 2. NATURE OF ASSOCIATION. CTDA is an Illinois not-for-profit corporation. Its membership shall be composed of those who may from time to time be admitted to membership in such a manner as may be prescribed by the By-Laws.
Section 3. LOCATION. The principal office and place of business of CTDA shall be located in such place as may be designated from time to time by the Board of Directors.
ARTICLE II
MEMBERSHIP
Section 1. REGULAR MEMBERSHIP. Any person, partnership, corporation, and other type of firm or business enterprise shall be eligible for Regular Membership in CTDA if the applicant:
- Sells at wholesale a substantial quantity of ceramic tile and/or related products;
- Maintains a full time sales organization actively engaged in the promotion and selling of ceramic tile during normal business hours;
- Maintains adequately staffed and equipped facility, which shall be continuously open during normal business hours;
- Generally purchases ceramic tile and/or related products in bulk quantities from the producer of those products, and maintains or has ready access to a warehouse stock of such products large enough to serve its trade area adequately;
- Periodically issues price lists, catalogs, samples and other related products to keep his trade area current as to price, products and availability; and
- Invoices and assumes credit responsibility in connection with a portion of its sales.
Section 2. ASSOCIATE MEMBERSHIP. Any person, partnership, corporation or other type of firm or business enterprise which supplies ceramic tile and/or related products to those qualifying for Regular Membership may become an Associate Member.
Section 3. ALLIED MEMBERSHIP. Any person, partnership, corporation or other type of firm or business enterprise which does not qualify for Regular or Associate Membership, but which furnishes services and supplies other than ceramic tile and related products to those qualifying for Regular Membership for use in their business, and not normally for resale, plus member of the trade press, may become an Allied Member.
Section 4. LIFE MEMBERSHIP. Any person who formerly served as representative of a regular, associate, or allied member of the association but who no longer is involved in the ceramic tile industry or with any association member, may be elected by the board as a Life Member of the association. Life members shall have such privileges as may be granted by the Board.
Section 5. VOTING. Regular Members shall be entitled to cast one (1) vote on each matter submitted to the membership of a vote. Associate and Allied Members shall have no voting rights.
Section 6. APPLICATION AND ELECTION. Application for membership shall be made in writing addressed to CTDA on a form approved from time to time by the Board. Such application shall be considered by the Board of Directors, and a majority vote thereof in favor of such applicant shall be sufficient to elect the applicant a member; provided, however that no applicant who is eligible under Section 1, 2,3 of this Article, who follows approved application procedures and who agrees to pay applicable dues shall be denied membership.
Section 7. TERMINATION. Membership in CTDA may be terminated by death, resignation or removal by two-thirds (2/3) vote of the Board of Directors for non-payment of dues, failure to meet the qualifications of membership or other good cause. Any member may resign by written notice to the Executive Director effective on the date of receipt unless otherwise stated in the resignation. Termination for any cause other than non-payment of dues may occur only after the member has been given at least thirty (30) days to present to the Board of Directors either in person or in writing any reason why membership should not be terminated. Any member so removed from membership may appeal the decision of the Board to the Regular Membership, provided notice of intent to appeal is given to the Executive Director at least thirty (30) days prior to the next meeting of the Regular Members. A terminated member may appear in person before a meeting or may state its position in writing to the Regular Members. A vote of majority of a quorum of voting members present at any such meeting shall be necessary to reinstate a member making such an appeal.
Any member who resigns or is removed from membership shall remain obligated for all dues, assessments and other obligations to CTDA levied, assessed or incurred at the time of resignation or termination.
Section 8. MEMBERSHIP NON-ASSIGNABLE. Membership in CTDA may not be transferred by assignment, sale or otherwise.
ARTICLE III
MANAGEMENT
Section 1. DIRECTORS. The government, management and control of CTDA and its affairs shall be vested in a Board of Directors ("Board"). The Board shall consist of at least twelve (12) elected Directors plus the Immediate Past President in the event he is not an elected Director.
Section 2. ELIGIBILITY. To be eligible to be a director a person must either be a Regular or Associate member and be an officer, owner or otherwise actively connected in a managerial capacity at a policy-making level with the Regular or Associate Member he or she represents and be able to speak for and firmly commit to such member on all issues coming before the Association. If a director ceases to be a Regular or Associate Member or to be actively connected with the Regular or Associate Member he or she represented at the time of election as a Director, such person's directorship shall automatically terminate thereby creating a vacancy on the Board.
Section 3. POWERS AND DUTIES. The Board shall have the power to make rules and regulation s for the carrying on of the work and the government of CTDA not inconsistent with CTDA's Article of Incorporation, its By-Laws or law; to fill vacancies which may occur in any office and on the Board; to engage and discharge employees and agents including an Executive Director and to fix their compensation, to admit and expel members; to have charge of all property of CTDA; and to do all other acts not expressly reserved to the members which are necessary or proper to carry on the work of CTDA.
Section 4. QUORUM. A majority of the full membership of the Board of Directors or any Committee shall constitute a quorum at any of the Board or such Committee , but any number less than a quorum must recess a meeting to another day.
Section 5. ELECTION. At each annual meeting of CTDA at least four (4) Directors shall be elected by a majority of the Regular Members present at such annual meeting to serve for three (3) years in the case of Regular Member Directors or for two (2) years in the case of Associate Member Directors, or until their successors shall have been elected and qualified. Vacancies occurring on the Board may be filled for the balance of the term by a majority vote of the Board.
Section 6. MEETINGS. The annual meeting of the Board shall be held in connection with the annual meeting of members, the time, date and location to be determined by the President. Meetings of the Board may be called by the President or by an three (3) Directors, or shall be called by the President upon written request of any fifteen (15) Regular Members. The time, date and location of these meetings shall be determined by the person or persons calling the meeting. Notice of meetings of the Board shall be given by the Executive Director by mail at least ten (10) days before the meeting or by telegraph at least forty-eight (48) hours before the meeting. Notice of special meetings shall specify the purpose for which such meeting is being held.
Section 7. VOTING. Each Director of CTDA shall be entitled at each meeting of the Board of one (1) vote on each matter submitted to a vote of the Directors. Unless otherwise provided by the CTDA By-Laws, a motion, resolution or other proposal in order to be passed must receive the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.
ARTICLE IV
OFFICERS
Section 1. DESIGNATION OF OFFICERS AND ELECTION. The Officers of CTDA shall be a President, a Vice President, A Secretary, a Treasurer, and an Executive Director. All officers, except the Executive Director, must be elected Directors. Such officers, except the Executive Director, shall be elected by the Regular Members at the annual meeting of CTDA to hold office for one (1) year or until their successors shall have been elected and qualified. The Executive Director shall be appointed by the Board to serve for such time and upon such terms and conditions as may be determined by the Board, and shall not have any financial interest, directly or indirectly, in any member of CTDA. If a vacancy in one or more of the offices occurs, the Board by majority vote may fill such vacancy or vacancies for the balance of the term or terms thereof.
Section 2. DUTIES OF THE PRESIDENT. The President shall preside at all meetings of the members of CTDA and of the Board. He shall be a member ex officio with the right to vote, of all committees except the Nominating Committee. He shall have such other duties as usually pertain to that office and as may be conferred upon him by the Board from time to time.
Section 3. DUTIES OF THE VICE PRESIDENT. The Vice President shall, in the absence of the President, perform the duties of the President and shall perform such other duties as may be from time to time delegated to him by the President of by the Board. He shall be a member ex officio with the right to vote on the Convention Planning Committee.
Section 4. DUTIES OF THE TREASURER. The Treasurer may keep the accounts, have charge of the funds of CTDA, collect all dues and make such payments as shall be authorized by the Board and shall have such other duties as usually pertain to that office. He shall submit to the Board, when and as requested, a complete financial report of the affairs of CTDA and shall submit to the members at the annual meeting of CTDA a report of receipts and disbursements made by CTDA during the year and of the then financial condition of CTDA. He may delegate his duties to the extent authorized by the Membership of the Board.
Section 5. DUTIES OF THE SECRETARY. The Secretary may perform the duties that are normally associate with its office, and shall perform such other duties as the Board may from time to time delegate it.
Section 6. DUTIES OF THE EXECUTIVE DIRECTOR. The Executive Director shall, subject to the general direction and supervision of the Board and the President, direct and administer the affairs of CTDA, shall keep a careful record of all transactions of CTDA, including minutes of all meetings, give notice of all meetings, conduct correspondence for CTDA, and perform generally the duties incidental to the office and such other duties as may be assigned to such office from time to time by the Board or by the President. The Executive Directors shall also act in the capacity of Corporate Secretary to CTDA.
ARTICLE V
MEETINGS
Section 1. ANNUAL MEETING. The President shall determine the date, time and place of the annual meeting of the members of CTDA. Special meetings of the members of CTDA may be called at any time by the President or by the Board and shall be called by the President upon written request of at least fifteen (15) members. The person or persons calling the meeting shall determine the date, time and place thereof.
Section 2. NOTICE. The Executive Director shall give at least ten (10) days notice of an annual and special meeting of CTDA, and in such notice shall specify the matter which it is then known will be brought before the meeting.
Section 3. QUORUM. Fifteen percent (15%) of the total regular membership, present in person, shall constitute a quorum at all meetings of CTDA, and in such notice shall specify the matters which it is then known will be brought before the meeting.
Section 4. VOTING. Each Regular Members of CTDA shall be entitled to cast one (1) vote on each matter submitted to the membership for a vote; except that where anyone other than a Regular Members is affiliated (other than by virtue of a buyer-seller relationship) with two (2) or more Regular Members, agreement, business structure or otherwise, such affiliated Regular Members shall have only one (1) vote between or among them on each matter submitted to the membership for a vote. Associate and Allied Members shall have no voting rights. Unless otherwise provided by CTDA By-Laws, a motion, resolution or other proposal in order to be passed, must receive the affirmative vote by a majority of the Regular Members present at a meeting at which a quorum is present.
ARTICLE VI
COMMITTEES
Section 1. STANDING COMMITTEES. CTDA shall have at least the following Standing Committees:
- An Executive Committee consisting of the CTDA President, Immediate Past President, Vice President, Secretary,/Treasurer, and up to two (2) at-large members elected by the Association's Directors from among those Directors for one year terms, which shall, between meetings of the Board of Directors, possess and exercise such powers of the Board in the management of CTDA as are permitted by law, unless otherwise directed by the Board. . . . Such powers shall include the power to manage and direct the investments of any funds or other assets of CTDA. The President shall act as Chairman of the Executive Committee and shall have the power to call meetings of it. A majority of the members of the Executive Committee shall constitute a quorum and any action taken shall be by majority vote. Proxy voting will not be permitted.
- A nominating Committee composed of the last three (3) Past Presidents available to serve. The most recent Past President shall serve as Chairman.
- Convention Planning Committee.
Section 2. OTHER COMMITTEES. The Board may create such other Standing Committees and the Board or the President may create such other committees with such powers and responsibilities as it or he may deem appropriate.
Section 3. APPOINTMENT OF COMMITTEES. The members of all other committees shall be appointed by the President with the advice of the Board within thirty (30) days after adjournment of each annual meeting of the Directors. The President, in appointing such committees, shall designate one of the members of the committee to be Chairman and another Vice Chairman.
Section 4. REPORTS OF COMMITTEES. Each committee shall make written reports to the members of CTDA whenever appropriate. The Chairman (or in his absence, the Vice Chairman) of each committee shall attend special meetings of CTDA when requested by the President or the Board. Each such committee may hold such meetings as may be called by the Chairman or Vice Chairman of such committee or the Executive Director with the approval of the President.
ARTICLE VII
MINUTES OF MEETINGS
Written minutes of all meetings of the CTDA Executive Committee, Board of Directors, general membership and committees shall be maintained by CTDA.
ARTICLE VIII
LEGAL COUNSEL
CTDA shall retain legal counsel who shall be kept fully advised of, and consulted with respect to, all CTDA and committee activities and who shall be in attendance at all meetings of CTDA, its Board, its Executive Committee and at appropriate committees.
ARTICLE IX
DUES AND ASSESSMENTS
Section 1. DUES. The Board of Directors shall establish the annual dues of members by a vote of three-fourths (3/4) of all Directors. Such dues may be in differing amounts for different class members.
Section 2. ASSESSMENTS. The Board of Directors, by a vote of three-fourths (3/4) of all Directors, may levy special assessments.
ARTICLE X
FISCAL YEAR
The fiscal year of CTDA shall be the calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by either a three-fourths (3/4) affirmative vote of the total Board of Directors, at any meeting thereof, by two-thirds (2/3) affirmative vote of the Regular Members present at any regular or special meeting thereof; provide that notice of any proposed amendments shall be sent by the Executive Director in writing to each Director or Regular Member, as the case may be, at least ten (10) days in advance of the meeting at which such an amendment[s] is [are] to be voted upon; and further provided that the Board of Directors shall not have the power to amend Article II (Membership), Article V (Meeting of Members), Article XI (Amendments), or Article XIII (Dissolution) of these By-Laws, the power to amend these Articles or any part thereof being reserved for the members.
ARTICLE XII
INDEMNIFICATION
CTDA shall indemnify its Directors, Officers, Executive Director, staff members, legal counsel, duly appointed committee and task group members or substitutes, and agents of CTDA against any and all liability incurred in connection with the performance of their duties, including but not limited to, legal fees and judgment entered against them to the extent such indemnification is not prohibited by law. Such indemnification shall not be deemed exclusive of any other rights to indemnification to which they may be entitled apart from this By-Law.
ARTICLE XIII
DISSOLUTION
Upon dissolution of CTDA, provisions shall be made for payment of all bills and obligations, current or future, and a plan adopted for distribution of excess funds. All funds remaining after payment of bills and obligations, shall be dedicated exclusively to purposes enumerated in Section 501(c)(6) of the Internal Revenue Code of 1954 or in corresponding provision of any then existing federal laws. The Board of Directors shall endeavor to distribute remaining fund to organizations which are exempt from federal income taxation under Section 501(c)(6) and which are engaged in activities related to the field or ceramic tile distribution or to such other organization or organizations organized and operating exclusively for charitable, religious, educational, scientific, or other purposes as shall at that time qualify as an exempt organization under Section 501 (c)(6).
Adopted May 20, 1985
Amended July 20, 1985
Amended February 1, 1987
Amended November 3, 1991
Amended November 3, 1993
Amended November 2, 1994
Amended November 8, 2006
Amended November 28, 2011
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