By-Laws of the National Association for Retail Marketing Services
Adopted by the Members of the Association at its Inaugural Meeting on February 3, 1996
Amended Tuesday March 12, 2002
Amended – NAME Change Wednesday April 30, 2003
Amended – Board increased to 11 April 26, 2004
Amended – Accreditation – Friday, November 2, 2007
Amended – Chair, Vice Chair Term – Thursday, December 13, 2007
Amended – Tuesday, July 22, 2008
Amended –Thursday, December 4, 2008
Amended – Wednesday, September 15, 2010
Amended – Wednesday, January 3, 2012
Article I Offices
The Association shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office, as required by the Illinois Non-Profit Corporation Act.
Article II Objectives
The primary objectives of the Association shall include the following:
1. To promote, expand, and foster the business of providing retail merchandising services to all classes of retailers.
2. To promote and preserve the general welfare of service merchandising on a local, national and international scope.
3. To monitor relevant legislation and applicable regulatory agencies as well as special interest groups and initiate appropriate action which best serves the welfare of the Association’s members.
4. To identify common opportunities and trends incident to the service merchandising industry and to initiate appropriate programs and services which best serve its members’ needs and interests.
5. To determine member educational needs and develop appropriate educational meetings and materials to meet the specific requirements and needs of its members.
6. To communicate important industry information to the members through publications, meetings and seminars.
7. To conduct research and information-based projects that enable its members to anticipate, better understand, and respond to marketing trends, technological developments and ever-evolving trade practices.
8. To encourage membership and quality participation of service merchandising companies of every size and geographic area.
9. To undertake such other activities consistent with and supportive of the primary objectives of the Association as the Board of Directors shall deem appropriate.
Article III Classes Of Membership
Section 1. Classes of Members
The Association shall have two classes of Members. The class of Members, qualification for Membership, and rights of each of the Members shall be determined by the Board of Directors but shall at a minimum provide for the following:
Active Member- any firm or corporation engaged in the business of providing merchandising services, manufacturing, retailing or the provision of supplies, equipment, goods or services within the retail industry.
Individual Member - any individual not associated with an entity eligible to be an active member firm or corporation and is engaged or has an interest in the business of providing merchandising services, manufacturing, retailing or the provision of supplies, equipment, goods or services within the retail industry.
The Board of Directors shall have the right to establish such other classes of Membership, including the criteria for membership, as it deems necessary and appropriate. Additional classes of membership may be created without the amendment of these By-laws, provided, however, that no class of membership which grants voting rights to members may be created without an amendment to these By-laws. The Board of Directors shall have the right to determine the appropriate classification for each member of the Association. The rights and obligations of members shall be set forth in these By-laws.
The Board shall have the right to establish the criteria for each class of membership of the Association.
Section 2. Election of Members
Applications for membership with the Association shall be made by the filing of a written application with the Association, in such form as the Board of Directors shall determine. Upon payment of an approved initiation fee and verification of such facts and circumstances as the Board deems necessary and appropriate, qualified applicants shall be admitted to membership in the Association and shall be assigned to one of the designated classes of membership.
Section 3. Voting Rights
Each Active Member shall have one vote on each matter submitted to the members of the Association for approval. Each Active Member shall designate one individual to act as its voting representative. All Active Members shall be entitled to cast a vote by a written ballot or proxy as permitted by Illinois law. No other class of members of the Association shall have the right to vote.
Section 4. Termination of Membership
Following the occurrence of an event of default as set forth in Section 9 below, the Board of Directors, by the affirmative vote of two-thirds (2/3rds) of its members may, in its discretion, suspend a member for such period of time as it deems appropriate or terminate a member for good cause after proper notice and hearing. A member may be terminated, without hearing, when the Board of Directors determines that the member has, by reason of termination of qualifying business is ineligible for membership with the Association. The Board need not conduct a hearing if it determines that a member is in default of its obligations for the payment of any obligations due the Association.
Section 5. Resignation
Any member may resign by submitting a written resignation to the Association, provided, however, a resignation will not relieve the member of the existing obligation to pay any accrued and unpaid Association dues, assessments or other charges.
Section 6. Transfer of Membership
Membership in the Association may be transferred by assignment upon merger or sale of substantially all of the assets of member’s business.
Section 7 . Annual Dues
It shall be the duty of each member to pay annual dues to the Association, as fixed by the Board of Directors. All dues shall be due and payable within thirty (30) days of the date the member is invoiced by the Association.
Section 8. Event of Default/Termination Membership
A member may be declared to be in default of its membership obligations or qualifications for membership if the Board determines that: (i) by reason of a change in the member’s business, it no longer qualifies for membership with the Association; (ii) the member has failed to pay any outstanding balance due the Association, for annual dues or otherwise, within a reasonable period of time following the service of a request for the payment upon the Member; or, (iii) the Member has undertaken acts which are, in a material and substantial sense, detrimental to the interests of the Association and continues to undertake such acts after reasonable notice and warning by the Association. The termination of membership in the Association shall be at the sole discretion of the Board of Directors; termination under (iii) shall entitle the member to an appeal, under procedures developed by the Board of Directors.
Article IV Meetings Of Members
Section 1. Annual Meeting
An Annual Meeting of the Active Members shall be held in the spring or such other time of each year, designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The meeting shall be held in such location as the Board of Directors shall determine.
Section 2. Special Meetings
Special meetings of the members may be called by the Chairman of the Board, the Board of Directors or by the written request of not less than thirty-three (33%) percent of the Active Members.
Section 3. Notice of Meetings
The Association shall issue written notice of all meetings. Notice of meetings shall be issued not less than twenty (20) days in advance of any meeting. All notices shall specify the location, date and time of any meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
Section 4. Quorum
The Active Members holding a majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the Active Members present may adjourn the meeting from time to time upon due notice thereof.
Section 5. Voting by Proxy
The voting representative of an Active Member of the Association may designate a proxy for an Active Member. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
Section 6. Adoption of Actions
A majority of the votes entitled to be cast on a matter to be voted upon by the Active Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these By-laws.
Section 7. Procedure
Except where otherwise provided in these By-laws, Robert s Rules of Order shall be the standard authority for the conduct of all meetings of the Association.
Article V Board Of Directors
Section 1. General Powers
There shall be eleven (11) members of the Board of Directors. The Board of Directors shall have supervision, control and general charge of the business of the Association.
Section 2. Qualifications
Only the Chief Executive Officer, President, a Vice President, or a Director of a Corporation, Member, Partner, or Owner of an Active Member Company, or any individual vested with equal authority designated by the Active Member, shall be eligible to serve as a Director of the Association.
Only an individual employed by an Active Member Company at the time of election shall be eligible to serve as a Director of the Association. Individual Members of the Association are not eligible to serve as a Director of the Association.
A current Director, who severs or is released from a relationship with an Active Member may continue to serve his or her term at the discretion of the Chairperson.
No more than one Director from an Active Member shall be permitted to serve on the Board of Directors at one time.
Section 3. Number/Term
3.1 Directors shall be announced at the Annual Meeting of the Members, based on the results of the ballot process, which ended 7 days prior to the start of the Annual Meeting.
3.2 Each Director shall serve for a term of two (2) years and shall continue until his or her successor is duly elected and shall have qualified, unless the Board of Directors determines that a shorter term is necessary to achieve a staggering of terms.
3.3 The term of a Director shall be automatically extended beyond the maximum of two (2) year terms during any period of service as Treasurer, Secretary, Vice Chairperson or Chairperson.
Section 4. Eligibility
A Director who serves two consecutive terms, as provided, may, after a lapse of two years, once again be eligible as a candidate for election as a Director.
Section 5. Commencement of Term
The installation of the Directors elected at the Annual Meeting of the Active Members shall take place during the said Annual Meeting at such time as is designated by the Board of Directors.
Section 6. Election of Directors
6.1 Not less than 60 days before the Annual Meeting of the Association, the Chairperson of the Board shall appoint, with the approval of the Board of Directors, a Nominating Committee of five (5) persons, three (3) of whom shall be current members of the Board of Directors who choose not to run and two (2) of whom shall be representatives of Active Members of the Association who choose not to run. The Chairperson of the Nominating Committee shall be a Board member and shall also be designated by the Chairperson of the Board. It shall be the duty of the Nominating Committee to select and nominate from the roster of representatives of Active Members candidates for all Directorships to be filled at the Annual Meeting. The Nominating Committee shall nominate candidates for all Director vacancies to be elected. The Nominating Committee will provide a slate of candidates including at least 2 additional candidates (including those nominated by the membership) for the membership to select from on a general election ballot. The slate of candidates selected by the Nominating Committee and any nominations from the membership shall be communicated to all Active Members by the Association in writing not less than 30 days prior to the Annual Meeting. A ballot with the candidates selected by the Nominating Committee will be distributed to each voting representative. A completed ballot must arrive at the Association’s office no later than 7 days prior to the scheduled Annual Meeting. Those arriving less than 7 days prior to the scheduled Annual Meeting will be discarded. The results of the election will be announced at the Association’s Annual Meeting.
6.2 All nominations from the membership must arrive at the Association’s offices at least 45 days prior to the Association’s Annual Meeting in order to be considered for placement in the slate. Nomination from the membership arriving after their meeting will not be considered for the slate.
6.3 In the event any nominee selected by the Nominating Committee declines the nomination at any time prior to the election, the Nominating Committee shall thereupon reconvene and select another nominee. The number of Directors, to be elected, receiving the greatest number of votes shall be elected as Directors.
6.4 The Directors elected through the ballot process and announced at the Annual Meeting of the Active Members shall be installed at the Annual Meeting of the Directors in the manner provided by the Board of Directors.
Section 7. Meetings
Meetings of the Board of Directors may be held by any means permitted by applicable law. Notice of the time and place for all in-person meetings of the Board of Directors shall be in writing addressed to the Members of the Board of Directors at the last known address of each Board Member. The failure to provide thirty (30) days written notice shall not invalidate any meeting previously set by resolution of the Board of Directors. Meetings of the Board held telephonically may be held on 48 hours advance written notice.
Section 8. Special Meetings
Special Meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board or upon petition by any four Directors. The date, time and place of the Special Meeting shall be fixed by the Chairperson of the Board.
Section 9. Notice
All notices to be given hereunder shall be in writing and may be served by any means permitted by applicable law. Any Director may waive notice of any meeting. The attendance of Director at any meeting shall constitute a waiver of notice of such meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at any special meeting of the Board of Directors must be specified in the notice or waiver of notice of such meeting.
Section 10. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Directors are present at said meeting, a majority of Directors present may adjourn the meeting from time to time with notice.
Section 11. Manner of Acting
The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-laws.
Section 12. Vacancies
A vacancy occurring on the Board of Directors for any reason may be filled by a majority vote of the remaining Directors at a regular or special meeting of the Directors. The Director so elected shall serve the unexpired term.
Section 13. Compensation
Directors as such shall not receive any stated salaries for their services, but, by resolution of the Board of Directors, expenses if any, may be allowed for attendance at each regular or special meeting of the Board and/or Committee meetings.
Section 14. Informal Action By Directors
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be approved by all of the Directors.
Article VI Officers
Section 1. Officers
1.1 The Officers of the Association shall consist of: the Chairperson, Vice-Chairperson, Secretary and Treasurer.
1.2 At the discretion of the Board, the Immediate Past Chair will also remain on the Board and Executive Committee, for the purpose of ensuring historic perspective, although the Immediate Past Chair does not retain voting privileges.
1.3 The Board of Directors may create such other offices with such authorities and duties as it shall, from time to time, deem necessary and desirable.
Section 2. Election and Term of Officers
2.1 Qualifications: To be eligible for an Officer position, a candidate must have served one term on The Board.
2.2 All Officers of the Association shall hold office for a term of two (2) years until his or her successor shall have been duly elected and shall have qualified. An Officer may succeed him or her self for one (1) additional term.
2.3 Service as an Officer by a single individual, regardless of number of positions held, is limited to six (6) years.
2.4 Officers of the Association shall be elected by the Board of Directors at the Winter Meeting of the Board to be held in December.
2.4.1 Elected in Odd-Numbered Years:
2.4.2 Elected in Even-Numbered Years:
2.4.3 In the event that an existing Officer is elected to another Officer position that does not coincide with his or her existing term of service, a special election will be held to fill the newly vacated position. The Officer will fill out his or her existing term until such replacement is determined.
2.5 Chairperson candidates are limited to existing members of the Executive Committee. All other Officer candidates may come from Directors of The Board at Large, as long as they meet previously stated criteria and have agreed in advance to the responsibilities.
2.6 Elections will be executed by secret, signed paper ballot.
2.6.1 An Officer of the Association whose position is not up for election will be responsible for collecting and tallying said ballots, so that the Secretary or Treasurer will collect ballots for the Chair and Vice Chair, while the Chair or Vice Chair will collect ballots for the Secretary and Treasurer.
2.6.2 After ballots are collected and results are compiled, the person responsible for collecting the ballots will place them in a sealed envelope, to be preserved, unopened, for 10 years, in order to provide a record of the election. At the end of 10 years, if no challenges have arisen, ballots will be destroyed.
2.7 While the election of Officers will take place at the December Board meeting, the actual responsibilities of the newly-elected Officers will commence at the Annual Meeting of the membership, generally held in April, in order to maintain a continuity of process. It is expected that the outgoing and incoming Officers will work cooperatively during the transition.
2.8 The foregoing limitation shall not apply to those individuals appointed to fill the unexpired term of any office of the Association.
Section 3. Removal
Any Officer of the Association may be removed from office by a two-thirds (2/3rds) vote of the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
Section 4. Vacancies
A vacancy in an office for any reason whatever shall be filled as promptly as practical or no later than the next scheduled Board Meeting by a majority vote of the Board of Directors at a regular or special meeting of the Directors. The Officer so elected shall serve for the unexpired term.
Section 5. Chairperson of the Board
The Chairperson of the Board shall be the Chief Elected Officer of the Association and serve as Chairperson of both the Board of Directors and Executive Committee. The Chairperson shall also serve as a member, ex officio, with right to vote on all Committees except the Nominating Committee. The Chairperson shall make required appointments of standing and special committees with the approval of the Board of Directors. The Chairperson shall sign, with the Secretary or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other agent of the corporation and in general shall perform all duties incident to the office of the Chairperson of the Board and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice Chairperson of the Board
In the absence of the Chairperson of the Board or in event of his/her inability or refusal to act, the Vice-Chairperson of the Board shall perform the duties of the Chairperson of the Board, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson of the Board. Any Vice-Chairperson of the Board shall perform such other duties as from time to time may be assigned to him/her by the Chairperson of the Board or by the Board of Directors.
Section 7. Treasurer
The Treasurer shall be responsible for the supervision and oversight of the handling of the funds of the Association. The duties customarily undertaken by the Treasurer may be delegated as approved by the Board of Directors.
Section 8. Secretary
The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chairperson of the Board or by the Board of Directors.
Article VII Committees
Section 1. Executive Committee
The Chairperson of the Board, Vice-Chairperson of the Board, Secretary and Treasurer shall be known as the Executive Committee, which Committee in the interim period between Board meetings shall have and exercise the authority of the Board of Directors in the management of the Association, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By-laws, electing, appointing or removing any member of any such committee or any Director of Officer of the Association; amending the Articles of Incorporation, restating Articles of Incorporation, adopting a plan of merger or adopting a plan of consolidation with another association; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking precedents therefore; adopting a plan for the distribution of assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which by its terms provide that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.
Section 2. Other Committees
Except for the Executive Committee and the Nominating Committee where membership is specifically provided for in these By-laws, the Chairperson of the Board may from time to time appoint such committees from among the classes of members as shall be required or necessary to effectuate the policies of the Association. The size of each committee shall be designated by the Chairperson of the Board. No committee shall consist of fewer than three members.
Section 3. NIAC
The Board of Directors grants the authority of appointment to NIAC (NARMS Independent Accreditation Committee) to the NARMS Chairperson. NIAC will consist of at least 7 non-NARMS Board of Director Members with one member being a Public or At-Large member. The committee will consist of a Chair, Vice Chair and Secretary determined initially by the NARMS Chair but subsequently by the members of the committee on an annual basis. The term of the committee membership will be a maximum of two three year terms with the initial committee terms staggered to reflect 4 members having the opportunity to be reappointed for a second three year term and three members only being appointed for a single three year term. The term will commence on January 1st and cease as of December 31st of the appropriate year. NIAC will administer and provide oversight for the accreditation program as a legal entity within the auspices of NARMS.
Section 4. Term of Office
Each member of a committee shall continue as such until the next Annual Meeting of the members of the Association and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 5. Chairperson
The Chairperson of the Board shall appoint one member of each committee to be Chairperson.
Section 6. Vacancies
Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
Section 7. Quorum
Unless otherwise provided a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 8. Rules
Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
Article VIII Indemnification
Each Director, Officer and member of any committee of the Association, now or hereafter in office, and his/her heirs, executors and administrators shall be indemnified by this Association against all costs, expenses and amounts of liability therefore, including counsel fees, reasonably incurred by or imposed upon him/her in connection with or resulting from any action, suit, proceeding or claim to which he/she may be made a party, or in which he/she may be or become involved by reasons of his/her acts of omission or commission. The provision hereof, shall apply to any settlement of the action, suite or proceeding whether or not he/she continues to be such Director, Officer or member at the time of incurring such costs, expense or amounts; and whether or not the action or omission to act on the part of such Director, Officer or member which is the basis of such suit, action or proceeding occurred before or after the adoption of this By-law. This indemnification shall not apply to such Director, Officer or member who shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misconduct or gross negligence in the performance of his duty. Further, the indemnification therein provided shall, with respect to any settlement of any such suit, action, proceeding or claim include reimbursement of any amounts paid and expenses reasonably incurred in settling any such action, suit, proceeding or claim when, in the judgment of the Board of Directors of this Association, such settlement and reimbursement appear to be for the best interest of this Association. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such Director, Officer or member may be entitled under any agreement or vote of Directors.
Article IX Contracts, Checks, Deposits and Funds
Section 1. Contracts
The Board of Directors may authorize any Officer or Officers agent or agents of the Association. In addition to the Officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc.
All checks, drafts or order for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson of the Board.
Section 3. Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the Association any contribution, gift, or bequest for the general purposes or for any special purpose of the Association.
Article X Certificates of Membership
The Board of Directors may provide for the issuance of certificates evidencing membership in the Association, which shall be in such form as may be determined by the Board.
Article XI Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and Committees having any of the authority of the Board of Directors; and shall keep, at its registered or principal office, a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any Active Member, or his agent or attorney, for any proper purpose at any reasonable time.
Article XII Fiscal Year
The fiscal year of the Association shall begin on the first day of January, and end on the last day of December in each year.
Article XIII Waiver of Notice
Whenever any notice is required to be given under the provisions of the Illinois Non-Profit Corporation Act or under the provisions or the Articles of Incorporation or the by-laws of the Association, a waiver thereof in writing signed by the persons or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article XIV Amendments to By-laws
Section 1. Amendment by Action of Directors
These By-laws may be altered, amended or repealed and new By-laws adopted by a two-thirds affirmative vote of all the Directors present at any Regular Meeting or any Special Meeting upon fifteen (15) days written notice to the Members of the Board of a meeting to be held to alter, amend or repeal or to adopt new By-laws at such meeting. Notwithstanding the foregoing, no amendment of these By-laws which either: (i) substantially impairs or changes the rights and obligations of any members; (ii) or creates new voting rights of classes of members shall be effective unless and until it receives the approval of a majority of the members entitled to vote at a regular meeting of the members or a special meeting called for that purpose.
Section 2. Amendment by Action of Active Members
Upon the submission of a proposed resolution by 10% or more of the Active Members entitled to vote to amend these By-laws, the Association shall submit the resolution to the membership at a regular meeting of the members or at a special meeting called for that purpose, if a sufficient number of members support the calling of a special meeting. If the resolution amending the By-laws is adopted by a two-thirds (2/3rds) affirmative vote of members entitled to vote, the By-laws shall be amended. The Board of Directors shall have the right to express its opinion regarding the proposed amendment to the By-laws and include that opinion with the notice of the resolution sent to all members.
END OF BY LAWS