BYLAWS OF THE BUSINESS TECHNOLOGY ASSOCIATION
June 8, 2016
ARTICLE I: NAME
Section 1. This Association shall be known as the BUSINESS TECHNOLOGY ASSOCIATION ("BTA").
Section 2. This Association is incorporated in the State of Illinois as a not-for-profit corporation and its registered office is located in the State of Illinois.
Section 3. This Association shall not be conducted for the financial profit of its members but shall be conducted for the mutual benefit of its entire membership.
ARTICLE II: MEMBERSHIP
Section 1. MEMBERSHIP CLASSIFICATION. Memberships in this Association shall be divided into the following classifications and shall be under the jurisdiction of the Board of Directors. The Board of Directors shall rule on any questions that may arise concerning benefits, privileges of membership, classification of membership, and dues and assessments of membership:
A. ACTIVE. Any person, firm, or corporation engaged primarily in the business equipment and systems industry is eligible to become an ACTIVE member of the Association.
B. ACTIVE VOTING. Each ACTIVE member firm or corporation whose revenues are in excess of fifty (50%) percent from sales of third party products and services to end-users shall be entitled to one vote on all matters submitted to the voting membership.
C. CONTINUING MEMBERSHIP. Continuing members are those members who are no longer participating in the sale or service of business equipment and systems, and do not qualify for any other classification of membership. They shall have been ACTIVE VOTING members or employees of ACTIVE VOTING member firms in good standing. They shall be entitled to those benefits established by the Board of Directors.
Section 2. MEMBERSHIP DUES. The Board of Directors may by majority vote establish dues and assessments for membership in this Association. All dues and assessments shall be payable to the Association in United States funds with the initial application of membership and on each anniversary date of membership.
Section 3. REMOVAL. A Member of this Association may be removed by the affirmative vote of five (5) members of the Board of Directors when that Member, following due process, has been found to have violated these By-Laws or fails to conduct itself in a manner that reflects favorably upon the Association and/or industry.
Section 4. GEOGRAPHIC AREAS. The area covered by this Association shall be divided into four geographical areas known as Districts under the direct jurisdiction of this Association. Each geographic area may be further divided and defined by the Board of Directors and shall constitute the area over which a geographical association may have jurisdiction.
Section 5. SPECIAL INTEREST GROUP. Upon written petition to the Board of Directors from fifty (50) ACTIVE VOTING members of the Association, the formation of a Special Interest Group shall be considered by the Board of Directors.
ARTICLE III: SUBSCRIPTION TO BY-LAWS
Section 1. SUBSCRIPTION. Each member shall agree to be bound by these By-Laws and all amendments thereof before being admitted to membership.
Section 2. WAIVER OF DUES. The dues of any member found in distress may be waived temporarily by the Board of Directors.
ARTICLE IV: MEETINGS OF MEMBERS AND QUORUM REQUIREMENTS
Section 1. ANNUAL MEETINGS. An Annual Meeting of this Association shall be held. Written notice of the time, place, and agenda of the Annual Meeting shall be mailed and/or transmitted to all members of the Association not less than fifteen (15) days before the date of such meeting.
Section 2. QUORUM. One (1%) percent, but in no event fewer than twenty-five (25) ACTIVE VOTING members in good standing, shall constitute a quorum.
ARTICLE V: ELECTION AND DUTIES OF DIRECTORS, THEIR MEETINGS AND QUORUMS
Section 1. NUMBER AND ELECTION. The properties and business of this Association shall be managed by its Board of Directors. The Board of Directors shall be comprised of twelve (12) members, including the Immediate Past President, three (3) Officers, and eight (8) District Representatives who shall serve as set forth in Article V, Section 2. Members of the Board of Directors must be employees of ACTIVE VOTING members at the time of election and throughout their service on the Board of Directors.
Section 2. COMPOSITION OF THE BOARD OF DIRECTORS.
A. The Immediate Past President, President, President-Elect, and Vice-President shall serve on the Board of Directors during their term. The President shall serve as Board Chairperson.
B. Eight (8) District Representatives, two (2) appointed by each of the four (4) Districts of the Association, (preferably a past or present District officer) who is an ACTIVE VOTING member of the Association, for a one- (1) year term which may not exceed three (3) consecutive terms.
Section 3. VACANCY. Any vacancy in the Board of Directors shall be filled by a majority of the Board within sixty (60) days, except for a District Representative, who shall be appointed by and from the District affected. A District Representative so appointed shall serve until the next general election provided s/he meets all requirements of eligibility. Any District Representative absent from two (2) face-to-face meetings in succession without the consent of the Board shall be automatically terminated from the Board. The member may request reinstatement within two (2) months of termination and the Board may reinstate the individual, though this provision may not be used for any member more than once per three (3) year term.
Section 4. MEETINGS. There shall be no less than two (2) meetings per year of the Board of Directors which may be held at any place or manner designated by the President.
Section 5. QUORUM. Fifty-one (51%) percent of the members of the Board of Directors in good standing shall constitute a quorum.
Section 6. COMPENSATION. District Representatives and Volunteers in this Association shall receive no compensation other than approved expenses incurred in conjunction with their activities on behalf of this Association.
Section 7. INDEMNIFICATION. This Association shall provide indemnification to the full extent permitted by Illinois law, it being the policy of this Association to safeguard its Volunteers, District Representatives, Officers, Management, and Employees from expense and liability for actions taken in good faith in furtherance of the interests of the Association and its members.
ARTICLE VI: COMMITTEES AND TASK FORCES
Section 1. COMMITTEES. The Board of Directors, or the President with Board approval, may appoint Chairpersons and members to Committees and Task Forces as necessary to help the Board perform its duties. A Committee or Task Force shall continue until its assignment is complete or the Board of Directors no longer feels the Committee or Task Force is required.
Section 2. EX-OFFICIO MEMBER. The National President shall be an ex-officio member of all Committees and Task Forces.
ARTICLE VII: OFFICERS AND THEIR ELECTION
Section 1. OFFICERS. The Officers of this Association shall be the President, President-Elect and Vice-President all of whom shall be ACTIVE VOTING members.
Section 2. OFFICERS ELECTION. All elections shall be by ballot, communicated to the ACTIVE VOTING membership no less than thirty (30) days prior to the end of the Association’s Fiscal Year in June. Such ballots shall contain thereon, the names of the qualified candidates nominated to run for the position. Persons who do not appear on the official slate of candidates may be placed on the ballot provided they qualify. Ballots shall be return prior to the last week of June. The Association’s Executive Director shall have the ballots tabulated no later than the end of the Fiscal Year and certify, in writing, the results to the Board of Directors. The qualified person receiving the most votes for the respective office is elected. Each Officer shall serve for his/her term, from July 1 to June 30. The President-Elect shall become President each July 1.
Section 3. PROXIES. Proxies are not permitted nor authorized in meetings of the Board of Directors or the General Membership of this Association.
Section 4. REMOVAL. In addition to the provisions of Article V, Section 3 regarding Vacancy, any Officer or District Representative of this Association may be removed by the affirmative vote of five (5) members of the Board of Directors when that Officer or District Representative, following due process, has been found to have violated the duties and responsibilities of a Board member.
ARTICLE VIII: AMENDMENTS
Section 1. BY-LAW PROPOSAL. A proposed amendment to these By-Laws may be brought forth by any member of the Board of Directors or joint action of thirty (30) ACTIVE VOTING members.
Section 2. By-LAW AMENDMENTS. These By-Laws may be amended by the affirmative vote of five (5) members of the Board of Directors, or an affirmative vote of two-thirds of the members voting on the matter.
ARTICLE IX: DISSOLUTION
Upon dissolution of this Association, the net assets, after payment of existing liabilities and expenses of liquidation, shall be given to a qualified not-for-profit organization to be determined by the Board of Director.
ARTICLE X: GENDER AND NUMBER
In these By-Laws, where the context admits, words in the masculine gender include the feminine and neuter genders, words in the singular include the plural and the plural includes the singular.