FLUID POWER DISTRIBUTORS ASSOCIATION, INC.
ARTICLE I: Name & Objectives
Name—The name of this Association shall be: FLUID POWER DISTRIBUTORS ASSOCIATION, INC.
Definition—The term “Fluid Power” refers to the transmission, application, and control of power through pressurized liquids or gases in an enclosed circuit as used in industry.
This shall be a trade association whose members are engaged in the distribution of hydraulic and/or pneumatic components essential to fluid power systems and who shall have otherwise qualified as hereinafter provided.
The principal office of the Association shall be determined by the Board of Directors.
The Association is not organized for profit and shall not declare dividends or other financial distribution to members. The Board of Directors shall establish the fiscal year for the Association.
The objectives of this Association shall be:
- To engage in any activities which may further the sale of fluid power components and systems and the application of fluid power to industry, and in so doing, promote the business welfare of its members.
- To further the art and science of applied fluid power and to distribute among members the fullest information obtainable with respect to all matters affecting the distribution of fluid power products and systems.
- To support activities for the promotion of management, marketing and engineering, aimed at advancing the knowledge and understanding in the field of applied fluid power, and in so doing, foster and promote friendly relations between fluid power distributors and others engaged in other segments of the fluid power industry.
In the efforts of the corporation to accomplish the above objectives, no actions shall be taken which will tend, in any manner whatsoever, to fix or regulate prices, or in any way to operate in restraint of trade or to violate any law or regulation.
ARTICLE II: Membership
Classes—There shall be three classes of members, (a) Regular, (b) Associate, and (c) Honorary Life.
(a) Regular—Any corporation, proprietorship, or partnership qualified for membership under these By-Laws may be elected a Regular member upon payment of the required fees and dues.
(b) Manufacturing Associate—Any corporation, proprietorship, or partnership whose business is that of manufacturer of Fluid Power Products (as such products are defined in the Policy Manual), or whose business is the purchase of fluid power products from a manufacturer to sell under its own brand and uses fluid power distributors as its primary channel to the market, and who meets the eligibility requirements adopted from time to time by the Board of Directors may be eligible for Manufacturing Associate membership and may be elected to such membership upon payment of the required fees and dues.
Publication Associate—Any corporation, proprietorship, or partnership engaged in the publication of technical journals, textbooks, or trade publications pertaining to the fluid power industry may be elected a Publication Associate member upon payment of the required fees and dues. (Publication Associate members may serve on committees but may not hold elected office.)
Service/Vendor Associate—Any corporation, proprietorship or partnership whose principal business is the provision of goods or services to the fluid power distribution industry and who meets any eligibility requirements adopted from time to time by the Board of Directors may be eligible for Service/Vendor Associate membership and may be elected to such membership upon payment of the required fees and dues. (Service/Vendor Associate members may serve on committees but may not hold elected office).
(c) Honorary Life—In recognition of long and meritorious service to the Association, the Board of Directors shall have the power and discretion to grant Honorary Life membership to duly accredited individual representatives of Regular and Associate members upon their retirement from active participation in the fluid power distributing industry and for so long as such retirement continues. Such membership shall not be subject to payment of any fees, dues or assessments and shall entitle the recipient to attend all general meetings and to receive all publications, reports and other material which the Association sends to its Regular and Associate members. However, such membership shall not entitle the recipient to vote on any Association matter or to hold office.
Applications for Membership—Applications must be in writing to the principal office of the Association, and must be accompanied by the amount of the initiation fee, as indicated in Article III.
Qualification for Regular Membership
(a) Any corporation, proprietorship, or partnership (1) whose principal business is that of a fluid power distributor, or (2) is a distributor of various industrial lines but maintains a significant fluid power distributing department that would meet the membership eligibility requirements independently of all non-fluid power operations, and (3) who meets the membership eligibility requirements adopted from time to time by the Board of Directors, may be eligible for Regular membership.
(b) The membership of each firm or corporation shall stand in the name of the firm or the corporation.
(c) The Board of Directors of the Association shall have the right to review any membership when the ownership, nature, management or operation of the business of a member changes. A two-thirds (2/3) vote of the Board of Directors shall be sufficient to suspend or terminate the membership of any such member and to require the filing of a new application.
(d) If two (2) or more distributors merge, or if one distributor acquires other distributors and only one entity results, then only one membership is allowed, and the new dues must reflect the combined total employment of the company.
If separate entities remain and one controls the other, or both are jointly controlled, then each may hold separate memberships, providing each wishes to participate separately, or they may elect to be treated as if they were one member. Dues will be based on the basis of the election.
(e) In the case of any qualified member which operates as a parent with subsidiaries, the parent company may enroll one or more qualified subsidiaries under its parent membership per a fee schedule set by the Board of Directors and aggregate dues will reflect the total employment of parent and subsidiary companies. Only the parent company will be entitled to vote.
Applications—Any applicant which is found to meet the membership eligibility requirements then in effect, shall be admitted to membership.
Acceptance of By-Laws—Every applicant shall receive a copy of the Constitution and By-Laws of the Association, agreeing to be bound by and to abide by the same in all respects.
Each Regular member is entitled to a single vote in the general affairs of the Association.
ARTICLE III: Membership Fee and Dues
Initiation Fee—The initiation fee for all Regular and Associate members who shall be duly approved shall be set by the Board of Directors.
(a) Regular Members—The annual dues for Regular members shall be payable annually, in advance, and be based upon the number of all employees, in accordance with the schedule set from time to time by the Board of Directors.
(b) Associate Members—The annual dues for Associate members shall be set by the Board, payable annually, in advance.
(c) In the event the applicant is not elected to membership as herein provided, any fees paid shall be promptly returned to the applicant.
Non-Payment of Dues—Any Regular or Associate member neglecting to pay the prescribed dues within ninety (90) days after the same shall have been billed, shall be sent a notice of non-payment and suspension from all privileges of membership, and such suspension shall continue until the payment in full of all arrears by the member so suspended. Such notice shall also be sent to the Board of Directors and the Regional Director will investigate and report to the Executive Director. If the dues shall remain in arrears for more than six (6) months after the time on which they shall be payable, the member in default shall forfeit his membership but may be reinstated at the discretion of the Board of Directors upon payment of all arrears plus current dues.
ARTICLE IV: Termination of Membership
Resignations—Any member at any time may resign from membership in the Association by filing a written request with the Executive Director of the Association and paying to the Association any and all amounts which may be due and owing to the Association by such resigning member. Such request shall be immediately made known to the regional director, who shall determine reason for resignation and report to the Executive Director. No refunds will be made and all membership benefits shall immediately be terminated.
Expulsion—Any member may be expelled by a two-thirds (2/3) vote of the Board of Directors provided, however, the member concerned is given notice of such action and has been given an opportunity to be heard by the Board of Directors before such action is taken, for either of the following reasons:
(a) Retirement from fluid power distribution.
(b) Non-payment of dues.
(c) Ceases to be qualified for membership.
ARTICLE V: Meetings
Annual Meeting—The Association shall hold at least one (1) annual meeting in each year at such time and place as may be designated by the Board of Directors.
Meetings of the Board of Directors—The first meeting of the newly-elected Board of Directors in each year shall be held immediately following the elections and during the general meeting of the Association at which such elections are held. Additional meetings of the Board of Directors shall be held on thirty (30) days written notice and may be called at the request of five (5) of the members of the Board, or the President, or the Executive Committee, at such time and place as may be designated by them. A majority of the Directors shall constitute a quorum.
Meetings of the Executive Committee— Meetings of the Executive Committee shall be held on fifteen (15) days written notice and may be called at the request of three (3) members of the Committee, or the President, at such time and place as may be designated by them.
Committee Meetings—Committee meetings shall be held when called by the Chair of the Committee or at the request of three (3) members of the Committee. All committees shall meet at least once each year. The President is an ex-officio member of all committees.
Quorum and Business at Meetings—Upon written notice of at least thirty (30) days in advance, the business of the Association at annual or special meetings shall be conducted by the majority of regular members in attendance.
Voting—either by mail or at any meeting of the Association:
(a) Each Regular member shall be entitled to one (1) vote.
(b) Whenever in the judgment of the Board of Directors, any question shall arise which it considers should be put to a vote of the membership and it considers it to be a case of emergency, the Board of Directors may, unless otherwise required by these By-Laws, submit such matters to the membership by mail and the question thus presented shall be determined according to a count of the votes received by mail or electronic communication or telephone within not less than thirty (30) days nor more than ninety (90) days after submission to the membership, provided that in each case, votes of at least a majority of the membership shall be received.
(c) Any and all action taken as a result of such vote shall be binding upon the Association and its members. A majority of those voting will prevail. Any vote or other action at a meeting or expression of consent to corporate action in writing may be a proxy of a member.
Legal Counsel—The Association shall at all times during its existence be represented by legal counsel, to be selected by the Board of Directors, at the expense of the Association on such terms as shall be determined by the Board of Directors. Such legal counsel shall advise the Association, its Officers and Directors, with respect to Association matters of legal nature.
Presiding Officers—The President, or in his absence, the President-Elect, and in the absence of both, the Vice President of Finance and Treasurer, or in his absence, the Vice President of External Affairs and Membership, shall preside at all meetings of the Association, the Board of Directors and of the Executive Committee.
ARTICLE VI: Order of Business
Except as otherwise herein provided for, “Roberts’ Rules of Order Newly Revised” shall govern in all questions of business and parliamentary procedure.
ARTICLE VII: Management
Board of Directors
(a) The management, affairs, business, and policies of the Association shall be vested in a Board of Directors consisting of the President, President-Elect, the most immediate past President then active, and the YES Chair and eighteen (18) members to be duly elected at the Annual Meeting as provided in this Section and in Article VIII hereof. Each Director shall be and remain employed by a Regular member in good-standing. In the event a Director ceases to be employed by a Regular member, or such Regular member by which he is employed is determined by the Board no longer in good-standing, any uncompleted term in office of such Director shall nevertheless thereafter terminate as of the day prior to the last scheduled Board meeting in the fiscal year, or the date of the first Board meeting held in conjunction with the Fall or Annual Meeting of the Association, whichever is earlier. A newly-elected Director or officer ex-officio shall assume office and the performance of his duties as Director immediately following his election at the Annual Meeting, and shall continue in office until his successor shall be duly elected and qualified.
There shall be three (3) classes of members within the Board of Directors, each class having a term of office of three (3) years or until their successors are elected. The terms of the three (3) classes shall overlap in such a manner that the term of one class shall be due to expire at each Annual Meeting of the Association. No later than the Fall Meeting of each year, the Board shall determine the number of vacancies in the class of Board members to be filled at the next Annual Meeting from no less than four (4) and no more than six (6) vacancies and shall inform the membership of such determination promptly. In the event the Board shall not act by the Fall Meeting, a total of six (6) vacancies shall exist in the next class. At each Annual Meeting of the Association, no less than four (4) and no more than six (6) members of the Board of Directors shall be elected to replace the members of the class whose term of office expires at that time, and others to fill any vacancy in another class which may then exist.
(b) The Board of Directors shall control the management of the Association with the authority to engage and discharge employees of the Association, fix salaries and terms of employments, admit members, create and appoint committees, and do everything necessary and desirable for the conduct of business of the Association in accordance with these By-Laws. Specifically, the Board may waive, in an appropriate case, the payment of dues in arrears by a firm whose resignation the Board has accepted. The Board shall have the authority to invest any excess funds in government bonds, savings banks, trust funds of banks or other prudent investments.
(c) Directors, other than Officers or ex-officio Directors, shall be elected to terms of three (3) years each, or to fill vacancies for unexpired terms as in above paragraph (a) provided and may not serve more than one full term consecutively.
(d) Any elected Officer or Director who finds it impossible to attend a majority of stated meetings should request retirement from such office or Board.
(e) The Executive Director shall attend all Board Meetings as Secretary of the Board but shall have no voting privileges.
(a) The Executive Committee, subject to ratification of its actions by the Board of Directors, shall act on behalf of the Board of Directors at all times when the Board of Directors is not in session. Such ratification by the Board of Directors shall ordinarily be obtained at the Board’s regular meetings, but in matters of extreme importance, where speed is essential, such ratification may be given by mail, electronic communication or telephone vote of the Board of Directors.
(b) The Executive Committee shall consist of the President of the Association, who shall serve as Chair, the most immediate past President of the Association then active, the President-Elect, 2 Vice President(s) selected by the President, the YES Chair and two (2) members of the Board employed by Regular members selected by the President and approved by the Board at the time and place of Annual Meetings. These two (2) Board members shall serve as members of said Executive Committee for no more than two (2) consecutive one-year terms. A quorum for any meetings of the Executive Committee shall be five (5) provided that no valid action may be taken by the Executive Committee without the affirmation vote of not less than five (5) of its members. Such vote may be given by mail, telephone or electronic communication as well as at a duly constituted meeting.
Officers—The Officers of the Association shall be a President, a President-Elect, at least two (2) Vice Presidents (Finance and Treasurer; External Affairs and Membership), an Executive Director, and such other Officers as the Board shall determine from time to time, which other Officers shall be appointed by the President.
Each of said Officers, except the Executive Director, must be employed by a Regular member and any uncompleted tenure in office shall nevertheless terminate as of the date said officer leaves such employment. All elected officers shall take office immediately following their election.
(a) President—The President of the Association shall be Chair of the Board of Directors and Chair of the Executive Committee, commencing service in those capacities immediately and continuing as such until the ascension of his successor. The President’s term of office shall be one (1) year or until his successor assumes the office. The President may not serve more than one (1) full term.
Upon removal, due to death, resignation, or other causes, the duties of the President shall be assumed by the President-Elect.
The President shall be the Chief Executive Officer of the Association and preside at all meetings of the membership at large and of the Board of Directors and shall perform such other duties as the Board of Directors or Executive Committee shall, from time to time, determine.
(b) President-Elect—The President-Elect of the Association may or may not be a member of the Board of Directors at the time of his or her election but, upon such election, he shall automatically become a member and shall continue as such until the election of his successor. Upon removal, due to death, resignation, or other causes, the Board of Directors will elect his successor.
The President-Elect shall be elected at a Board of Directors meeting held during the Annual Meeting each year by a vote of a majority of the Board of Directors. The President-Elect’s term of office shall be one (1) year or until his successor shall have been elected and shall have commenced to serve as President-Elect. The President-Elect shall commence his service in that office as provided for in this Section. The President-Elect may not serve more than one (1) full term. The President-Elect will automatically succeed to the Presidency at the end of his predecessor's term of office.
(c) Vice Presidents -- All Vice Presidents shall be members of the Board of Directors during their terms. A Vice President may not serve more than two (2) full terms. Upon removal of a Vice President, due to death, resignation or other causes, the Board of Directors shall elect his successor.
The Vice President of Finance and Treasurer, and in his absence, the Vice President of External Affairs and Membership, shall act as presiding officer in the absence of the President and President-Elect. The Vice Presidents shall also perform such duties as the Board of Directors, the Executive Committee or the President shall, from time to time, determine.
(d) Executive Director—The Board of Directors shall employ an Executive Director and shall fix his compensation and other terms of employment. He shall have charge of the administration of the affairs of the Association, subject to the control, supervision and direction of the Board of Directors and Executive Committee. The Executive Director shall act as Secretary of the Association and perform such secretarial and other duties as required by law and the Board of Directors.
ARTICLE VIII: Annual Elections
Nominations for elective Directors shall be made by a Nominating Committee and submitted to the membership at large by publication not less than seven (7) days prior to the first day of the Annual Meeting. Only one (1) name may be submitted for each vacancy to be filled and the Nominating Committee shall use diligence in selecting candidates so that the principal segments and geographical areas of the distributors who are members and serving the fluid power industry are fairly represented.
Nominations may also be made by the membership at large when submitted in writing to the President or President-Elect not later than the day before the election and endorsed with the names of not less than 5% of the Regular members of the membership of the Association. For this purpose, the official roster of the current Regular membership shall be used.
No member company, including affiliates or subsidiaries, may be represented in more than one elective office or directorship at a time. An 'affiliate' is an entity that, in the opinion of the Board, controls, is controlled by or is under the control of another. In determining whether two or more entities are 'affiliates' the Board shall determine whether the entities share significant common ownership, management, administration and/or operations.
Vacancies in any office or directorship occurring during the official year may be filled by the Board of Directors until the next Annual Election, when any vacant directorship shall be filled by the vote of the Regular membership at large for the unexpired term, if any.
Whenever an excess of names is offered in an election, the election shall be by secret ballot (Tellers shall be designated by the President). The numerical results shall not be made public. Nominees receiving the greatest number of votes for each vacancy shall be declared elected.
Elective offices and directorships in the Association attach to the individuals so elected as long as they remain eligible, and not to the companies they represent, so long as this provision does not conflict with Section 3 above.
ARTICLE IX: Committees
At the Annual Meeting each year, the incoming President shall propose, and the incoming Board of Directors shall confirm, these committees and committee chairs.
The Board of Directors shall draft and maintain a series of bulletins known as “Policy Manual,” which outlines the duties, operation, practices, customs and procedures for the guidance of Officers, committee members and staff personnel in the conduct of the Association’s affairs. If a conflict exists between any part of this Manual and the By-Laws, the By-Law provision shall control.
The Chair of each committee, other than the Young Executives, shall be chosen from the Board of Directors.
The Young Executives shall operate as a committee of members who have not reached the age of 40. The Chair of this group shall be a member of the Board of Directors. Said Chair and all YES Advisory Board members shall be elected from the YES membership. Such slate of nominees shall be presented to the Board of Directors at the same time that nominees for committees are presented.
ARTICLE X: Statement of Indemnification
The Association shall indemnify any person who was or is threatened to be made a party to any legal proceeding by reason of the fact that he is or was a Director, Officer or member of a committee of the Association, or is or was serving in any other capacity at the request of the Association, against expenses (including attorney’s fees and costs), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with any such legal proceeding to the fullest extent permitted.
The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, committee member, employee or agent of the Association, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.
ARTICLE XI: Conduct of Members
It shall be the duty of every member to carry out the objectives and purposes of this Association and to limit his or its activities in accordance with the provisions of these By-Laws and the Declaration of Purpose.
The aforementioned Declaration of Purpose is hereby appended to these By-Laws directly following Article XIV.
ARTICLE XII: Dissolution
If it should be deemed advisable, in the judgment of the Board of Directors or the Membership, that this Association be dissolved, the plan of dissolution shall be first approved by the Board of Directors, thereafter by the Membership and proceed to voluntarily dissolving the Association. On dissolution, any funds remaining shall not inure to the benefit of any member and shall be distributed to one or more regularly organized and qualified educational, scientific or charitable organizations or a trade association or a business league as described in Section 501 (c) of the IRS Code of 1954, as amended.
ARTICLE XIII: Gender
Whenever the neuter gender or the term “his” is used herein, they shall be deemed to include the masculine and/or feminine wherever necessary or appropriate, and the singular to include the plural. Such term “his” shall also include a business entity whether in corporate form or otherwise wherever the text requires it.
ARTICLE XIV: Amendments
Following approval by a majority of the Board of Directors, any proposed alteration, revision or repeal of these By-Laws may be submitted to the membership at any meeting provided the proposed alteration, revision, or repeal be first submitted to the membership no less than thirty (30) days prior to the meeting. Such alteration, revision or repeal will become effective if approved by two-thirds (2/3) of the members present at such a duly called meeting.
Following approval by a majority of the Board of Directors, any proposed alteration, revision or repeal of these By-Laws may be submitted to the entire membership entitled to vote by mail or electronic communication and, upon receipt of an affirmative majority vote by mail or electronic communication from at least two-thirds (2/3) of the membership, shall become effective.
Adopted 6/82, Amended 4/85, Amended 3/86, Amended 3/88, Amended 3/90, Amended 9/96, Amended 11/98, Amended 10/01, Amended 8/03, PH212293.5