04/14/2011

Article IV - MEMBERS

Section 1. Classifications. There shall be five (5) classes of Members: Distributors, Manufacturers, Associates, Affiliates, and Manufacturer Representatives.

Section 2. Qualifications. The qualifications and eligibility requirements of each class of members shall, from time to time, be fixed by the Board of Directors. Such qualifications and eligibility requirements shall be reasonable and germane to the purposes of the Association, and equally enforced as to new applicants and all existing members of the same class.

Section 3. Membership Application Procedures.

1. Applications for all classes of membership shall be made to the Board of Directors in writing and signed by the Applicant. Applicants meeting the eligibility requirements adopted by the Members entitled to exercise a majority of the voting power of the Association entitled to vote at any meeting shall be approved by the Board of Directors.
2. Where an Applicant is engaged in distribution, manufacturing and/or stocking as a marketing representative of a foreign manufacturer of hoses, coupling, clamps, or related accessories, the applicant shall be classified as a Distributor, Manufacturer, or Associate Member based upon whether its primary function is distribution, manufacturing, or marketing respectively. The Board of Directors shall decide which is that Applicant's primary function, taking into consideration volume of sales, both absolute and portion attributable to distribution.
3. Applicants for Affiliate Membership shall be companies providing goods and/or services to members of the industrial hose and couplings industry, where those goods and/or services are not in conflict or competition with those manufactured, marketed, or distributed by Distributor, Manufacturer or Associate members.

4. An applicant for a Manufacturer Representative Membership shall be an individual person who:
          i. Earns each year 50% or more of their annual aggregate revenues from commissions on sales in a defined geographic or market territory from NAHAD Member Manufacturers; and,
          ii. Is sponsored by two (2) NAHAD Manufacturer Members and two (2) NAHAD Distributor Members, who shall certify that the applicant possesses the highest qualities of professionalism, integrity and industry knowledge; and,
          iii. Commits to attending the NAHAD Annual Convention as a registrant at least every other year.

5. Any reclassification of membership or rejection of membership shall be communicated to the Applicant in writing along with the reasons therefor, and the applicant shall be given an opportunity to produce additional information in writing to the Executive Committee of the Board of Directors no later than sixty (60) days after receipt by the Applicant of the reclassification or rejection. Decisions of the Executive Committee will be reviewed by the full Board of Directors and confirmed or rejected by a majority vote. The decision of the full Board shall be final.
6. Upon written application and approval for membership pursuant to the procedures contained herein and upon the payment of any membership fee or dues and prescribed by the Board of Directors, the Applicant shall become a Member of the Association entitled to all the rights, privileges and obligations pertaining to the respective class of membership granted.

Section 4. Resignation and Termination of Membership.

1. Resignation of Members shall be made in writing to the Board of Directors and shall be considered at a meeting of the Board following the receipt of the resignation. A tender of resignation shall not become effective until acted upon and accepted by a majority of the Board of Directors, provided, however, that no resignation shall be accepted if the resigning Member is in any way indebted to the Association for fees or otherwise. The tender of a resignation by a Member before the close of the Association's fiscal year shall not alter the financial obligations of such resigning Member to support the Association until the end of its fiscal year.
2. A two-thirds vote of the Board of Directors is required for termination of membership, provided, however, the Member is given written notice ten (10) days prior to the action and is granted an opportunity to be heard by the Board of Directors before any action is taken.
   1. Termination shall be effected for failure by a member, for whatever reason, to maintain the eligibility requirements.
   2. Termination may be effected for one or more of the following reasons:
      1. Commencement of bankruptcy, receivership, reorganization, arrangement of liquidation proceedings, State or Federal, by or against any member.
      2. A transfer of control of the business of a member whether by sale, merger, consolidation or however else effected.
      3. Evidence of a Manufacturer or Associate Member competing directly with Distributor Members at user accounts thereby failing to market their products "primarily through distribution".
      4. Evidence of an Affiliate Member competing directly with any Distributor, Manufacturer or Associate member at user accounts.
3. The failure by a Member to pay any dues, subscriptions, assessments, or fees specified by the Board of Directors within sixty (60) days from the time the same becomes due shall be reported to the Executive Vice President or Consulting Director and to the Board of Directors who may, at their option, suspend the member until payment is received or terminate the membership as specified in these By Laws.

Section 5. Membership Dues.

1. The Association may levy dues or assessments, or both, on its Members. The annual dues for each Member or class of Members shall, from time to time, be fixed by the Board of Directors and payable at such time and by such methods of collection as prescribed by the Board of Directors.
2. Dues shall be payable annually for a twelve (12) month period.
3. Such dues or assessments, or both, may be imposed upon all Members of the same class either alike or in different amounts or proportions, and upon a different basis upon different classes of Members. Members of one or more classes may be made exempt from either dues or assessments, or both, in the manner or to the extent determined by the Board of Directors.