Amended April 29, 2009
- Offices and Seal
- Member's Meetings
- Board of Directors
1.1. Certificate of Incorporation - The Certificate of Incorporation is hereby made a part of these bylaws and all matters hereinafter contained in these bylaws shall be subject to such provisions in regard thereto, if any, as set forth in the Certificate of Incorporation. All references in these bylaws to the Certificate of Incorporation shall be construed to mean the Certificate of Incorporation as from time to time amended. The name and purposes of the corporation shall be as set forth in the Certificate of Incorporation.
2.1. Office in Washington, DC - The location of the registered office in Washington, DC shall be as stated in the Articles of Incorporation, subject to change by resolution of the Board of Directors.
2.2. Offices Outside of Washington, DC - The corporation may also maintain an office in such other place or places as the Board of Directors may from time to time designate or as the business of the corporation may require.
2.3. Seal - The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and the words "Corporate Seal, District of Columbia."
3.1. Membership - The membership of the Association shall consist of two classes known as Distributor and Associate Members. Distributor members in good standing shall be entitled to participate in the management of the Association as hereinafter provided.
3.2.(a) Qualifications of Distributor Members - Any person, firm, corporation or other business entity which has actually been engaged in the wholesale distribution of security hardware for at least two years as part of a multi-step distribution process is eligible to become a Distributor Member of the Association under the terms and conditions herein set forth or as may be determined by the Board of Directors.
3.2.(b) Distributor membership shall be automatically terminated for any member who fails to attend one of three consecutive regular annual meetings of the Association. Such termination shall be effective upon the close of the third consecutive meeting missed by such member.
In determining whether an applicant for Distributor Membership is actually engaged in the wholesale distribution of security hardware, the Association shall consider the following:
Distributor membership is available to business entities in the wholesale distribution of security hardware that meet the following:
- The applicant has annual sales of security hardware of at least $750,000;
- The applicant primarily sells security hardware for resale;
- The applicant must sell at least 50% of its total security hardware business at wholesale;
- The applicant actively promotes and distributes security hardware through a distributor- produced catalog or employs sales personnel calling on customers on a regular basis via telemarketing or personal contact;
- No more than 20% of applicant's total sales are to any one customer or affiliated group of customers.
The association may require applicants for Distributor Membership to provide satisfactory evidence that they have actually been engaged in wholesale distribution of security hardware for at least two years. Such evidence shall be afforded confidential treatment. The association shall provide an applicant rejected for Distributor Membership an opportunity for an informal hearing.
3.3. Qualifications of Associate Members - Any individual, partnership, firm, corporation, or other business or legal entity engaged in the manufacture of security hardware which are presently being distributed by wholesale distributors of security hardware, is eligible to become an Associate Member of the Association under such terms and conditions herein set forth or as may be determined by the Board of Directors.
If in good standing, Associate Members shall be entitled to attend all meetings and trade shows of the Association, to receive all regular reports, publications and releases of the Association, and to enjoy such other privileges of the Association as may be determined from time to time by the Board of Directors. Associate Members may not hold office or vote at meetings of the Association.
In determining whether an applicant for Associate Membership is engaged in the manufacture of security hardware, the Board of Directors shall consider the following:
- The applicant originates or introduces a product into the marketplace;
- The applicant takes title to security products and takes inventory risk;
- The applicant has the legal right to control the brand name or trademark under which security products are sold and distributed in the United States;
- The applicant must be the actual manufacturer of the product or the importer of record;
- The applicant must carry adequate product liability insurance or demonstrate the financial ability to self-insure;
- The applicant must demonstrate its commitment to a wholesale distribution process that includes distributors of security products.
The Association may require applicants for Associate Membership to provide satisfactory evidence that they are engaged in the manufacture of security hardware. Such evidence shall be afforded confidential treatment. Rejected applicants shall be provided with an opportunity for an informal hearing.
3.4. Election of Members - Application for Distributor and Associate Membership in the Association shall be made to the Secretary in writing on application forms provided by the Membership Committee for that purpose. Such applications for membership shall be referred by the Secretary to the Membership Committee which shall review the qualifications for membership of each application. Each applicant for membership shall pay two years annual dues in advance to be eligible for election to membership. A favorable vote of not less than a majority of the Membership Committee shall be necessary to elect the applicant to membership. Upon a favorable vote, by the Committee, the Secretary shall notify the applicant of election to membership.
3.5. Representative of Distributor Member - Each Distributor Member upon election to membership shall file with the Secretary of the Association the names of a delegate and an alternate to represent such member at all meetings of the Association and to vote for such member. The designation of a delegate or alternate may be changed or revoked at any time by written notice filed with the Secretary. Any Distributor Member represented at any meeting by a duly designated delegate or alternate shall be deemed present at such meeting. There shall be no other voting by proxy.
3.6. Non-Transferability of Membership - No membership shall be assigned or transferred either voluntarily or involuntarily or by operation of law, except with the consent and approval of the Board of Directors; nor shall any membership or membership rights of a member be assigned, transferred, alienated, or encumbered in any manner or by any means whatsoever.
3.7. Property Rights of Members - Inasmuch as this is a non-profit corporation, no dividend or other distribution shall be made to members from income, if any, of the corporation. Upon termination of membership, a member shall not be entitled to any distribution of the corporate assets and such member shall not retain any right to share in any net assets of the corporation in the event of subsequent dissolution and liquidation as provided by the District of Columbia Nonprofit Corporation Act.
3.8. Voting Rights of the Distributor Member - Each Distributor Member shall have one vote on each question or matter, to be cast by his delegate, or, in the absence of such delegate, by his alternate. All questions and business at every meeting of the Distributor Members of the Association at which a quorum is present shall be determined by a majority vote of Distributor Members present at such meeting unless a different vote on any specific matter is required by law, the Articles of Incorporation, or other provisions of these bylaws.
(a) Funds of the Association shall be derived from membership initiation fees, dues or assessments as may be established by a majority of the Distributor Members present at any annual meeting of the Association. Unless otherwise voted, any change in fees, dues or assessments adopted at any annual meeting are applicable to the fiscal year in which the vote occurred. Funds of the Association may be paid out only at the direction of the Board of Directors.
(b) There shall be established and maintained by the Association a fund to be known as the Ben Silver Education Fund for the purpose of furthering the educational activities of the Association. Such fund shall be segregated from other funds of the Association and shall be administered by a committee appointed by the president and acting under the direction of the Directors.
3.10. Fiscal Year - The fiscal year of this Association shall end August 31 of each year.
3.11. Members in Good Standing - No member shall be in good standing whose dues are ninety days in arrears. No person, except Distributor Members of the Association in good standing, shall be allowed to vote at any annual or special meeting of the members.
3.12. Termination of Membership - Any member may withdraw from the Association after payment of all fees, dues, or assessments to the Association by written resignation delivered to the Secretary. Any resignation delivered to the Secretary after the date on which fees, dues or assessments are payable shall not release the resigning member from payment of such fees, dues or assessments.
3.13. Suspension and Expulsion - Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws or any lawful rule or practice duly adopted by the Association, or any other conduct prejudicial to the interests of the Association. Suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors; provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least twenty (20) days before the final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.
4.1. Annual Meeting - The annual meeting of the Association shall be held each year at such time and place as shall be selected by the Board of Directors.
4.2. Notice of Regular Annual Meeting - Written notice of the annual meeting of members, stating the place, date, and hour thereof, shall be given at least twenty (20) days before such meeting, to each member entitled to vote thereat.
4.3. List of Distributor Members Entitled to Vote - The Secretary shall prepare a roll of Distributor Members in good standing and entitled to vote at each annual meeting and only members whose names appear on said roll, or their representatives, shall be entitled to vote at the executive or business sessions of the Annual Meeting.
- Special Meeting - Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President and shall be called by the President or Secretary at the request in writing of any three of the Directors or ten percent of the members in good standing. Such request shall state the purpose or purposes of the proposed meeting. No business shall be transacted at a special meeting other than such as is included in the purposes stated in the notice.
4.5. Notice of Special Meeting - Notice of each special meeting shall be given at least ten (10) days before such meeting to each member entitled to vote thereat. Notice of any special meeting shall specify the purposes of the meeting, in addition to the place, date and hour of such meeting.
4.6. Adjournment and Notice - Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by a vote of the majority of the members present in person, but in the event there is not a quorum initially present at any members' meeting, no other business may be transacted. When any meeting of members is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise, it shall not be necessary to give any notice of adjournment other than by announcement at the meeting at which adjournment is taken nor shall it be necessary to give any notice of the business to be transacted at an adjourned meeting.
4.7. Quorum - At any meeting of the Distributor Members, twenty-five percent of the Distributor Members in good standing shall be requisite for and shall constitute a quorum, except as otherwise provided by law, by the Certificate of Incorporation or by these bylaws.
4.8. Annual Meeting Business - At the annual meeting of Distributor Members in each year, the Distributor Members shall consider and take appropriate action on reports of the officers and committees; fix the fees, dues and assessments of members of this Association and specify the time and method of payment; and shall transact such other business as may properly come before such meeting. At every odd year, the Distributor Members shall elect the officers and Board of Directors of this Association.
5.1. General Powers - The general direction and management of the affairs, funds, and property of the Association shall be vested in the Board of Directors subject to the provisions of the Articles of Incorporation, these bylaws, the District of Columbia Nonprofit Corporation Act, and such specific determinations and directions as may be given at any members' meeting.
5.2. Number and Qualification - The Board of Directors of the Association shall consist of six persons including the President, the Immediate Past President who has completed a full term in that office, the Vice President, the Secretary-Treasurer of this Association and two other persons.
A Director must be a Delegate or Alternate Representative of a Distributor Member of the Association in good standing.
5.3. Election and Term of Office - The Directors shall be elected at the Annual Meeting of Distributor Members held every odd year, but if any such Annual Meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of members held for that purpose. All Directors shall hold office for a term of two years or until their respected successors are elected. In no event shall any Director serve more than two consecutive terms. Should a Director leave the employ of the company with which he was affiliated at the time of his election, he shall tender his resignation from the Board of Directors.
5.4. Vacancies - Vacancies in the Board of Directors may be filled by the other Directors in office. Any person so elected shall hold office until his successor is elected.
5.5. Place of Meetings - Meetings of the Board of Directors shall be held in Washington, DC or at any other place which has been designated by the Board or by written consent of all members of the Board.
5.6. Organization Meeting - Immediately after each annual election of Directors, the newly elected Directors shall hold a regular meeting for the purpose of the organization and the transaction of other business. No notice of such meeting shall be necessary to the newly elected Directors in order to legally constitute the meeting; provided a majority of the whole Board shall be present.
5.7. Special Meetings - Special meetings of the Board may be called by the President on seven (7) days notice to each Director; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of three of the Directors. Any and all business may be transacted at a special meeting.
5.8. Adjournment - Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned and the adjournment is for a period of not more than two (2) days.
5.9. Waiver of Notice - The transactions of any meeting of the Board of Directors however called and noticed or wherever held, shall be as valid as though consummated at a meeting duly held, after regular call and notice, if a quorum be present, and if either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approval shall be filed with the corporate records or made a part of the minutes of the meeting.
5.10. Quorum - A majority of the authorized number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of the majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these bylaws.
6.1. Association Officers - The Officers of the Association shall be a President, a Vice President, and a Secretary-Treasurer elected by the Distributor Members at the annual meetings of the Association every odd year. Such officers shall be representatives of Distributor Members of the Association in good standing and shall automatically become members of the Board of Directors of the Association.
6.2. Term of Office - Unless sooner removed by the distributor members, or unless they resign or become disqualified, all officers shall hold office for a term of two years or until their successors are chosen and qualified. In no event shall any officer serve consecutive full terms in any office. Any officer or director may be removed at any regular meeting of the Distributor Members or any special meeting of the Distributor Members called for that purpose. A vacancy in any office may be filled for the unexpired term by the Board of Directors of the Association.
6.3. Powers and Duties - Subject at all times to the control and direction of the Board of Directors, each officer shall have and exercise the powers and duties usual to his office.
6.4. Other Officers and Agents - The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and exercise such powers and perform such duties as shall be determined from time to time by the Board.
6.5. Duties of Officers May be Delegated - In case of the absence of any officer, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer or to any Director, provided the majority of the entire Board of Directors concurs therein.
7.1. Method of Giving Notice - Whenever in these bylaws, notice is required to be given, it may be given by one or more of the following methods:
(a) Delivered personally; or
(b) Written notice either by mail, postage prepaid, or sent by telegraph, addressed to the residence or place of business of the member or Director, as the same shall appear on the books of the corporation.
7.2. Voting - Any action required or permitted to be taken at a meeting of the members of this Association or of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the members entitled to vote with respect to the subject matter thereof, or by all the members of the Board or of such committee as the case may be, and such written consent if filed with the minutes of proceedings of the members or of the members of the Board or of the committee.
8.1. Amendments to Bylaws - These bylaws may be altered or repealed and bylaws may be made:
(a) At any annual meeting of the Distributor Members or at any special meeting thereof, if notice of the proposed alteration or repeal of bylaw or bylaws to be made be contained in the notice of such annual or special meeting, by the affirmative vote of a majority of the Distributor Members entitled to vote thereat; or,
(b) By the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board of Directors or at any special meeting thereof, if notice of the proposed alteration or repeal of bylaw or bylaws to be made be contained in the notice of such annual or special meeting, provided that any bylaw or bylaws made, adopted or amended by the Board of Directors shall be subject to amendment or repeal by the Distributor Members of the Association.
9.1. Nominating Committee - The President shall appoint a Nominating Committee which shall consist of three (3) or more Distributor Members, at least one of whom shall be a Director of the Association. The Nominating Committee shall make nominations to the Distributor Members at the annual meetings held every odd year as to persons to serve as officers and directors of this Association. Nominations may also be made from the floor.
9.2. Membership Committee - The President shall appoint a Membership Committee which shall consist of three (3) or more Distributor Members, at least one of whom shall be a director of the Association.
9.3. Finance and Budget Review Committee - The President shall appoint a Finance and Budget Review Committee which shall consist of three (3) or more Distributor Members who shall review the Association finances on an annual basis. The Finance and Budget Review Committee shall also be responsible for the presentation of the annual budget.
9.4. Past Presidents Advisory Committee - The Past Presidents Advisory Committee is a Standing Committee which shall be composed of all Past Presidents who have served at least one full term in that office and who continue to serve as the representative or alternate representative
of a Distributor Member company. The Past Presidents will elect a Chairman from within its group to serve a two-year term. The Chairman may appoint up to three additional Past Presidents to serve in an industry capacity to the Board of Directors.
The purpose of the Past Presidents Advisory Committee shall be to provide policy guidance to the Board of Directors.