BYLAWS OF THE BUSINESS TECHNOLOGY ASSOCIATION
MARCH 17, 2009
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.
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:
ACTIVE. Any person, firm, or corporation engaged primarily in the office technology industry is eligible to become an ACTIVE member of the Association.
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.
CONTINUING MEMBERSHIP. Continuing members are those members who are no longer
participating in the sale or service of office technology 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 for at least
ten (10) years immediately preceding their leaving the industry. They shall be entitled to
all benefits of ACTIVE members.
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. GEOGRAPHIC AREAS. The area covered by this
Association shall be divided into four geographical areas 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
Section 4. 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.
Section 5. LOCAL ORGANIZATIONS AND CHAPTERS. Within the
geographic areas and from the Special Interest Groups may be formed
local organizations and/or chapters. Upon written petition to the Board
of Directors from twenty-five (25) ACTIVE VOTING members, the formation
of a local organization and/or chapter will be considered by the Board
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
Section 2. WAIVER OF DUES. The dues of any member found in
distress may be waived temporarily by the Board of Directors.
MEETINGS OF MEMBERS AND
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 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.
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 eight (8) members,
including one (1) Immediate Past President, three (3) Officers, four (4)
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
B. Four (4) Directors, one (1) 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 Director who shall be appointed by and from the
District affected. A Director so appointed shall serve until the next
general election provided s/he meets all requirements of eligibility.
Any Director absent from two (2) meetings in succession in any twelve
(12) month period is automatically terminated, if such a member requests
reinstatement within two (2) months of termination, 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 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. Directors and Volunteers in this
Association shall receive no compensation other than approved expenses
incurred in conjunction with their activities on behalf of this
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, Directors,
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.
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. LEADERSHIP DEVELOPMENT COMMITTEE. The President
shall annually appoint a Leadership Development Committee consisting of
four (4), not more than two (2) of whom shall be members of the Board.
In addition to the four (4) appointed, the Board shall elect one (1) of
its members to serve as Chairperson or the Leadership Development
Committee. It shall be the duty of the Leadership Development Committee
to make formal nominations for all national officers, all of whom shall
be ACTIVE VOTING members.
Section 3. EX-OFFICIO MEMBER. The National President shall
be an ex-officio member of all Committees and Task Forces.
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 on the first Monday
of March. Such ballots shall contain thereon, the names of the
qualified candidates nominated by the Leadership Development Committee.
Persons who do not appear on the official slate of candidates may be
placed on the ballot provided they qualify. Ballots shall be returned by
April 1. The Association’s Executive Director shall have the ballots
tabulated no later than the end of the fifth workday following April 1
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
Section 4. REMOVAL. In addition to the provisions of Article
V, Section 3 regarding Vacancy, any Officer or Director of this
Association may be removed by the affirmative vote of five (5) members
of the Board of Directors when that Director, following due process, has
been found to have violated the duties and responsibilities of a Board
Section 1. BYLAW PROPOSAL. A proposed amendment to these
Bylaws may be brought forth by any member of the Board of Directors, the
Bylaws Committee, or joint action of thirty (30) ACTIVE VOTING members.
Section 2. BYLAW AMENDMENTS. These Bylaws 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.
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.
GENDER AND NUMBER
In these Bylaws, 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.