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Bylaws

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04/14/2011

Article IX - OFFICERS

Section 1. General Provisions.

  1. The officers of the Association shall consist of the President, a First Vice President, a Second Vice President, the Immediate Past President, and the Executive Vice President.
  2. The Board of Directors may, in its discretion, create such offices and appoint such other officers, subordinate officers, and assistant officers as it may determine.

Section 2. Elections, Nominations and Appointments.

  1. The President, the First Vice President, the Second Vice President, and any other Vice President as designated by the Board of Directors, excluding the Executive Vice President, shall be elected by mail ballot by the members entitled to vote. The procedure governing nominations for such offices as set forth in ARTICLE VII, Section 5 (f), supra. Any number of offices may be held by the same person.
  2. The Board of Directors shall appoint all other officers and agents, who shall be determined by the Board, from time to time.

Section 3. Qualifications.

  1. The President and the two Vice Presidents, and any other additional Vice Presidents as may be provided by the Board, shall be an active employee or officer of a Distributor Member.
  2. Those officers appointed by the Board of Directors need not be an employee or officer of a Member.
  3. In the event an elected officer or director leaves the Member company where he was employed at the time of his election, such officer or director shall submit a letter of resignation to the Board of Directors. The Board of Directors will determine by majority vote whether to accept the resignation or request the individual to serve the remainder of his term.

Section 4. Term of Office.

  1. The elected officers of the Association shall hold office for a term of one (1) year and shall not serve more than two (2) consecutive terms.
  2. The appointed officers and agents shall hold their offices for such terms as shall be determined from time to time by the Board.

Section 5. Removal or Resignation.

  1. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors, or other body, with or without cause if in its judgement the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
  2. Resignation. Any officer may resign at any time upon written notice to the Association. The resignation shall be effective upon receipt thereof by the Association or at such subsequent time as may be specified in the notice of resignation.

Section 6. Vacancies. A vacancy in any office of the Association by death, resignation, removal or otherwise, however created, shall be filled by the Board of Directors.

Section 7. Compensation of Officers and Agents. All officers shall serve without compensation, except the Executive Vice President and any other officer designated, from time to time, by Resolution of the Board. The salaries of all compensated officers and any agents of the Corporation shall be fixed by the Board of Directors.

Section 8. Executive Committee. The officers and Immediate Past President shall comprise the Executive Committee. This Committee may conduct the business of the Association as delegated by the Board of Directors.


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