MAFSI Bylaws
(As ratified by the General Membership, December 24, 2016)
ARTICLE I
Name
The Name of this corporation shall be MANUFACTURERS' AGENTS ASSOCIATION FOR THE FOODSERVICE INDUSTRY.
The principal office of the association shall be at such place determined by the Board of Directors.
ARTICLE II
Definitions
"Foodservice Industry" means the manufacturing of foodservice equipment, supplies, tabletop, furniture, and other products used in away-from-home-feeding.
“JanSan Industry” or "JanSan" means the manufacturing of janitorial and sanitation equipment and supplies, and other products used in away-from-home-feeding, or in non-food institutions that require commercial cleaning.
“Industry” is used as reference to both the Foodservice Industry and JanSan Industry, collectively.
“Independent Manufacturers’ Agents”, “Representatives” or “Agents” are the persons or companies engaged as authorized agents or representatives of manufacturers in the sale of their products to the foodservice and/or janitorial and sanitation industry.
“Manufacturers”, are the companies that manufactures commercial foodservice equipment and/or supplies engaged in the research and development, design, engineering and physical processing of raw materials, or assembly of materials into finished product for the foodservice and/or janitorial and sanitation industry.
ARTICLE III
Purpose
This Association is organized for the following purposes:
- To promote the development, efficiency and general welfare of the manufacturers' agent functions and to foster a spirit of good will, confidence and friendliness among those persons active in said industry or related thereto by common business interest;
- To collect, preserve and disseminate to the members, the industry, and the public generally, information as to the nature, importance, and methods of the manufacturers' agent function in the Foodservice Industry and JanSan Industry.
- To effectively communicate to our manufacturers, and industry partners, the link that manufacturers' agents provide for the manufacturer; between the consultant, distributor and end-user that results in bringing the products and services to market;
- To effectively provide the membership with the information and the tools necessary to help them improve their business management, profitability and efficiency;
- To communicate to our members in such a way that makes them feel good about themselves as sales and marketing professionals, business managers, problem solvers and the profession they have chosen to succeed in.
- To aid its members in establishing programs which are of service to local, individual and member firms, which encourage membership in the local regions and fosters the growth of organizations within the local trade areas;
- To represent its members in matters of national importance, which affect the industry as a whole; and to analyze, compile and disseminate information on laws and regulations of interest to the members;
- To promote, in all lawful ways, the interest and welfare of the association, its members, and the industry;
- To cooperate with other allied industries and organizations
ARTICLE IV
Limitations
Furthermore, this Association shall be conducted not for profit.
ARTICLE V
Membership
Section 1 - Eligibility. Any individual, partnership, corporation or other legal entity of good business reputation, engaged in business as, with, or has a vested interest with, a "Manufacturers' Representative" or "Agent" selling foodservice equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and equipment to the foodservice industry or jan/san industry, or any individual, partnership, corporation or other legal entity of good business reputation, engaged in business as, with, or has a vested interest with, a manufacturer of equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and equipment may apply for membership in this Association. Thereafter, the Executive Committee, plus one national director from the applicant’s region, for Class I & Class II members, in its sole discretion may accept or reject the application. If accepted, the application shall be admitted as a member in good standing and upon payment of dues and/or initiation fee, if any, in the amount and within the time specified elsewhere in these Bylaws.
Section 2 - Classes of Membership. The membership in the Manufacturers' Agents Association for the Foodservice Industry shall be divided into eight (8) classifications, as follows:
Class I. Agent Membership. Agent membership is available to any firm, or corporation engaged in business as an independent manufacturers' representative, selling foodservice equipment, supplies, tabletop, furniture and/or janitorial and sanitation supplies and equipment to the foodservice industry, and jan/san industry or other non-food institutions that require commercial cleaning, shall be eligible for Agent membership in this association, upon establishing, subject to the discretion of the Board of Directors, that such person, firm or corporation is:
- an independent contractor; and
- whose primary business is selling foodservice equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and equipment to the foodservice industry and/or the jan/san industry or other non-food institutions that require commercial cleaning; and
- is selling the products of two (2) or more manufacturers in a designated geographic area; and
- whose majority of gross sales volume is derived from commission-based representative contracts.
Class II. Canadian/International Membership. Canadian/International agent membership is available to any firm, or corporation engaged in business as an independent manufacturers’ representative, selling foodservice equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and/or equipment to the foodservice industry and/or janitorial and sanitation industry; or who may act as a manufacturers’ representative with inventory who provides assistance in selling in their Canadian or International designated geographical area by importing merchandise in a manner that provides more cost effective products for the customer which may involve freight, brokerage, dollar exchange and timely delivery; and shall be eligible for Canadian or International Agent membership in this association, upon establishing, subject to the discretion of the Board of Directors, that such person, firm or corporation:
- is an independent contractor; and
- whose primary business is selling foodservice equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and equipment to the foodservice industry and/or the jan/san industry or other non-food institutions that require commercial cleaning; and
- is selling the products of two or more manufacturers in a designated geographic area;
- has no ownership or part ownership in any of their represented factories; and
- uses the factories’ literature to go to market and does no value-added re-manufacturing or assembly to products sold in their designated geographic area.
Class III. Manufacturer Membership. Additionally, there shall be empowered a third class of member, entitled Manufacturer Member, who, under the Bylaws of this Association, shall be entitled to and inured of all rights and benefits, duties and obligations, of the aforesaid full membership as enumerated above, except that: 1. Manufacturer Members shall not hold any office, either elected or appointed in the Association. 2. Manufacturer Members shall have no voting rights whatsoever in Association matters. 3. Manufacturer Members may not be listed in the Representative/Agent section of the MAFSI membership directory.
Manufacturer Membership in MAFSI is available to, but not limited, to the following:
- Any manufacturer of foodservice equipment, supplies, tabletop and/or furniture who is interested in improving the agent manufacturer method of sales and marketing and who will help promote our function, and sells, or plans to sell, to the foodservice industry.
- Any manufacturer of JanSan equipment or supplies who is interested in improving the agent- manufacturer method of sales and marketing and who will help promote our function and sells, or plans to sell, to the foodservice industry and/or to non-food institutions that require commercial cleaning.
- Any other manufacturer that finds value in the services provided by the Association in which this class of membership is entitled to.
Class IV. Associate Membership. Additionally, there shall be empowered a fourth class of member, entitled Associate Member, who, although they do not qualify for Agent, Manufacturer, Canadian, Honorary, Lifetime, Senior or Student membership under the Bylaws of this Association, is available to any firm, or corporation engaged in business with, or has a vested interest with, a manufacturer, or manufacturers’ agent, of equipment, supplies, tabletop, furniture, and/or janitorial and sanitation supplies and equipment to the industry.
Associate Membership in MAFSI is available to but not limited to the following:
- Any firm or corporation that publishes books, magazines, or catalogues, etc., directly related to the foodservice industry and/or janitorial and sanitation industry.
- Any financial services firms with a vested financial interest in the Foodservice Industry and/or JanSan Industry.
- Any other firm, corporation, or organization who wishes to support the Association’s efforts to improve the agency method of marketing.
Class V. Life Membership. A Life Member shall be a person who has been a member of this Association for at least ten (10) years, who has contributed to the foodservice industry through significant national involvement, retired from the industry, and who has been elected to that classification by 2/3 (two-thirds) vote of the Board of Directors of this association. Life Members are not required to pay dues.
Class VI. Honorary Membership. Any person, firm, or corporation rendering outstanding service to the Association or to any group in the industry may be elected to the honorary membership by a two-thirds (2/3) vote of the Board of Directors. Nomination for honorary members must come from a Board of Director. Such honorary members shall be entitled to all benefits and privileges of members except the right to vote and hold office. Honorary members shall not be required to pay dues.
Class VII. Senior Membership. Senior Membership shall be available to any person who is a retired officer, director, person holding a financial interest, or part of the management of a company or sole proprietorship that held active membership in this Association when the prospective Senior Member retired from the company or proprietorship. Senior members shall not have the right to vote or hold any office, and shall be entitled to receive MAFSI publications and member discounts on attendance at Association meetings as his/her only member benefits.
Class VIII. Student Membership. Student membership is available to any person attending an accredited institution of higher learning as a student and enrolled in a foodservice or hospitality related course of study. Student members shall not have the right to vote or hold any office, and shall be entitled to receive MAFSI publications and member discounts on attendance at Association meetings as his/her only member benefits.
Section 3 - Voting Rights. Each member organization from each Class I and Class II shall be entitled to one (1) vote on each matter submitted to a vote of the members. Class I and Class II members shall have the right to exercise this vote as of the date of their acceptance as a member of the association and duly registered with the Secretary of the Association. Classes III, IV, V, VI, VII, and VIII shall not have the right to vote.
Section 4 - Application. All applications for membership in this Association shall be submitted in writing on a form supplied by the Association. Each application will then be either approved or rejected by a majority of the Executive Committee.
Section 5 - Resignation. Any member wishing to resign its membership shall notify in writing its intention to resign. All rights, privileges, and interest of a member in or to the Association shall cease on the termination of membership.
Section 6 - Suspension. By two-thirds (2/3) vote of the Board of Directors at any regular or special meeting any member of this Association may be suspended or expelled for failure to abide by the Bylaws of this Association provided that such action shall be announced to the member concerned by written notice thirty (30) days prior to such meeting. The member may appear at the meeting of the Board of Directors at which suspension in contemplated, to defend against such action or provide a written statement in their defense, which will be considered by the Board of Directors.
Section 7 - Delinquent Dues. Members found more than forty-five (45) days delinquent in the payment of any dues or assessments levied against them shall be given notice in writing of such delinquency. In the event payment in full is not made within thirty (30) days after the receipt of such written notice, such member shall be suspended. Suspension for failure to fulfill such obligations shall in no way release members from the obligations to pay all dues and assessments incurred prior thereto. The Board of Directors may by rule prescribe procedures for extending the time for payment of dues assessment and continuation of membership privilege upon request of a member for good cause shown.
Section 8 - Reinstatement. Any former member of this Association, who desires to be reinstated, shall be considered a new candidate for membership and may at the discretion of the Board of Directors of this Association be required to pay all back dues, assessments, and processing fees.
Section 9 - Terminated Membership and Association Property. No member whose membership is terminated by resignation, suspension, expulsion, or otherwise, (except upon dissolution) shall be entitled to receive any share or part of the assets and properties of this Association whatsoever.
ARTICLE VI
Meeting of Members
Section 1 - Annual Meeting. An annual meeting of the members shall be held for transaction of such business as may come before the meeting.
Section 2 - Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than one-tenth of the members having voting rights.
Section 3 - Place of Meeting. The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting were otherwise called, the place of meeting shall be at a location within a 30-mile radius of the registered office of the Association.
Section 4 - Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members shall be delivered either personally, by fax, by email or by postal mail to each member entitled to vote at such meeting, not less than ten (10) or more than fifty (50) days before the date of such meeting, by or at the direction of the President, or Executive Director, or the officers or persons calling the meeting. In case of a special meeting or when required by statue, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of this Association, with postage thereon pre-paid.
Section 5 - Quorum. Twenty-five (25) members qualified to vote shall constitute a quorum at any meeting of members. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time until a quorum is present.
The order of business at meetings shall be as follows:
- Call to order.
- Reading of Antitrust Statement
- Review of minutes of previous meeting.
- Reports of officers.
- Reports of committees.
- Unfinished business.
- New Business.
The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in "Robert's Rules of Order" shall govern all deliberations, when not in conflict with these Bylaws.
Section 6 - Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after the meeting for which it is intended. The Executive Director before each annual meeting or special meeting of members shall make proxies available.
Section 7 - Voting by Mail, Fax or E-mail. Any proposed action, which requires the approval of the members of this Association, may, at the discretion of the Board of Directors, be voted upon by mail, fax or e-mail ballot. Any resolution and ballot to be submitted to the membership for voting by mail, fax or e-mail must first be approved as to form by the Board of Directors. Any and all action taken in pursuance of a majority mail, fax or e-mail vote in each case shall be binding upon the Association in the same manner as duly called meeting.
ARTICLE VII
Biennial Election
Section 1 - Elections. The members shall elect the officers and Board of Directors, each biennial voting year, in advance of the annual meeting of members in accordance with the following procedure:
(a) Election of Officers. At least sixty (60) days prior to the Mid-Year Board Meeting, the Executive Committee will select a nominating committee of an odd number who will determine a slate of candidates for the offices of President, Vice-President, and Treasurer, each for two (2) year terms. During voting years, a Treasurer Position Interest Form shall be sent to the Board of Directors ninety (90) days prior to the Mid-Year Board Meeting. It is the intent that no officer should serve more than a two-year term in their elected position. This slate will be sent to the membership for approval. Ballots must be sent at least sixty (60) days prior to the annual meeting in a voting year. Profiles of each candidate will be part of the ballot. The Executive Director will be responsible for counting the return ballots, with a simple majority of the votes cast required for approval. The elected officers will be notified by e-mail at least thirty (30) days prior to the annual meeting. Officers shall take office and enter upon the performance of their duties at the conclusion of the MAFSI Biennial Conference and shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an un-expired term. Additionally, officers are considered directors of the association.
At the voting annual meeting, the elected officers shall be announced. Any member elected to the office of President shall be limited to two (2) consecutive two-year terms.
(b) Election of Regional National Directors. Ninety (90) days prior to the date of a Board meeting, the Executive Director shall cause notice to be given to each Class I and Class II member, entitled to elect directors, specifying the number of directors which each of the regions is entitled to elect. The name or names of the person(s) elected to the Board of Directors by such member local regions shall be furnished to the Executive Director by mail, email, or fax at least sixty (60) days prior to each board meeting.
(c) In the event that an existing Class I and Class II member region attains the required number of member companies sixty (60) days prior to each board meeting it shall be entitled it to elect one or more Directors, the Executive Director shall determine the number of Directors to be elected and certify that number with the Association President. In order to be eligible, dues shall have been paid to National Headquarters for each member firm.
New directors will serve three (3) year terms. Any director shall be eligible for re-election. Any member elected as a director shall take office and enter upon the performance of their duties at the start of the next board meeting following their election, and shall continue in office until their successions shall duly be elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an un-expired term. On the association’s website, the elected directors will be announced.
(d) Election of National Ad Hoc Directors. Class I and Class II members from any location may fill one of five (5) National Ad Hoc Director positions. These positions may be nominated by any existing Director currently serving a (3) year term, with a limit of (1) nomination per Director to take place at a board meeting. The nominations will then be voted on by the existing directors before the conclusion of the board meeting.
New National Ad Hoc Directors will serve three (3) year terms, and the terms of their service pursuant to Article 7, section (b), paragraph two.
ARTICLE VIII
Local Regions
Section 1 - Purpose. Regions may be established with the objectives of furthering the purpose of this Association, as set forth in Article III, thus increasing the value of this Association to its members.
Section 2 - Application for Chapters of Affiliation. (a) Any organized group of manufacturers' agents, as described in Article V, which has within its membership five (5) or more members of this Association, may apply for affiliation to the Board of Directors in writing. Such application shall include name of the group, members, and proposed region.
(b) A copy of the Bylaws, of such group shall accompany its application for affiliation, together with a list of officers and members.
(c) The Bylaws of such group shall be in conformance with this Association’s Bylaws.
(d) The Executive Committee of this Association, in its sole discretion, shall accept or reject such application.
Section 3 - Suspension Prerogative. A local region may suspend any firm in that local region, so long as suspension is consistent with the Bylaws of this Association as stated in Article V, Section 6.
Section 4 - Multiple Memberships. If a company operates in an additional MAFSI designated region, either under the same or different name, it shall require a separate/additional membership in order to receive additional Association benefits. Membership dues for an additional MAFSI membership shall be based on the total personnel residing in the additional MAFSI region. The listing in the MAFSI membership directory shall list the physical address of the office in the additional MAFSI region, not the address of the parent company. Contact information including principal(s) names of the parent company shall be listed below the listing of the additional membership address location which is apply for membership.
Section 5 - Local Regional Meetings/Events. To attend local regional meetings or events, the local agent must be a member of the national association and have a membership in that MAFSI region. The chapter shall make provisions for an annual "new member" meeting.
ARTICLE IX
Government (Board of Directors)
Section 1 - Board of Directors. The powers, property, government, affairs, and management of this Association shall be exercised, conducted and controlled by a Board of Directors. The Board will determine the Association's policies or changes therein within the limits of the Bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of funds. The board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. No person shall, in any way, commit this Association to any financial, legal, or moral obligation, or make any statement in the name of the Association or maintain banking or financial arrangements in the name of the Association without prior authorization from the Board of Directors.
All directors shall be required to communicate with their constituents during their tenure of office for the purpose of keeping members within their areas of jurisdiction informed of Board actions, and to establish a closer rapport between the Board and members concerned.
Section 2 - Number of Directors. The Board of Directors of this Association shall be comprised of the persons representing eligible Class I and Class II member regions, the officers, the immediate past president, and five (5) ad hoc members which can be from any eligible Class I and Class II members.
(a) Class I and Class II Members for Regional Directors. Each Class I and Class II member regions shall be entitled to elect directors from their membership as follows sixty (60 days) prior to a Board Meeting:
1 Director 5 - 25
2 Directors 26 - 40
3 Directors 41+
Annual dues and assessments shall have been paid to National Headquarters for each member firm before December 31st in order to be eligible.
Immediate Past President. The Immediate Past Presidents shall automatically assume the position of Chairman immediately upon their retirement as President.
Honorary Directors. The Board by majority vote may designate certain persons to serve as Honorary Directors with the privilege of attending and participating in Board meetings. Honorary directors shall not vote nor be counted in the quorum for Board meetings.
Section 3 - Regular Meetings. The Board of Directors shall hold two meetings per year. The Board of Directors may provide by resolution the time and place, for holding additional regular meetings of the Board without notice other than such resolution but such regular meeting shall be held at least semi-annually or at the call of the President.
Section 4 - Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any four (4) Directors. The person or persons authorized to call special meetings of the Board may fix any special place, as the place for holding any special meeting of the Board called by them.
Section 5 - Notice. The purpose of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by fax, mail, or email to each Director at his address, as shown by records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Any Director, at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for express purpose of objecting to a transaction of any business because the meeting is not lawfully convened.
Section 6 - Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. Any less number may adjourn for time to time until a quorum is present.
Section 7 - Absence. Any member of the Board of Directors unable to attend a regular meeting shall, in a letter addressed to the President or Executive Director, state the reason for their absence. If a Director is absent from two (2) consecutive meetings for reasons which the Board fails to declare to be sufficient, his resignation shall be deemed to have been tendered and accepted.
Section 8 - Resignation or Removal. Any director may resign at any time by giving written notice to the President, the Executive Director, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board. Any director may be removed for cause by a majority vote of the directors at any regular or special board meeting at which a quorum is present.
Section 9 - Vacancies. If a vacancy occurs on the Board of Directors, and such vacancy is a representative of a local regional chapter entitled to elect a member of the Board of Directors, it shall be filled by such local regional chapter for the un-expired term. If a vacancy occurs on the Board of Directors, and such vacancy is a representative of an ad hoc member entitled to the Board of Directors, it shall be filled by another ad hoc member for the un-expired term.
Section 10 - Director Tenure and Membership Decrease. When the membership in a local chapter falls below the eligibility level governing the number of directors, such director(s) may continue on the board of directors until the end of the fiscal year or term; whichever is shorter. New elections shall occur when the chapter membership increases to the appropriate level.
Section 11 - Compensation. Officers and Directors as such shall not receive any stated compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedure for approval and payment of such expenses by designated officers of the Association. Nothing herein shall preclude a director from serving the Association in any other capacity and receiving compensation for such services.
Section 12 - Proxies. Any Officer or Director may appoint another Director as his proxy to vote in his name upon any or all matters coming before the Board of Directors. Any such proxy must be delivered to the Executive Director, in writing, before the meeting at which such proxy is to be exercised has been called to order. Only in cases of emergency may a proxy be appointed by verbal notification to the President by the time provided.
ARTICLE X
Government (Association Officers)
Section 1 - Officers. The officers of this Association shall consist of a President, Vice President and Treasurer, each of whom shall be elected by the members of the association before the voting meeting of the Board of Directors. The director position vacated by the elected officer must be replaced by vote from their local region. In the case of the Immediate Past President s/he shall automatically assume the duties of the Executive Committee and shall have a vote at all meetings of the Board of Directors and in any matter pertaining thereto. All officers of this Association shall serve without compensation.
Section 2 - Duties of Officers.
(a) President. The President of this Association shall be the principal executive officer of the Association and shall, in general, supervise and control all association business and affairs. He shall preside at all meeting of the members and the Board of Directors, and act as an ex-officio member of all committees with voting rights. Furthermore, the President shall have the right to appoint all committees, with the exception of the liaison committees, which are chosen by the Executive Committee, and call together these committees or the Board of Directors for any meeting deemed necessary.
(b) Vice President. It shall be the duty of the Vice President to act in the stead of the President during his absence or any period of incapacity, and to fulfill the President's term of office in the event of his death, withdrawal, or suspension. The Vice President shall, furthermore, be given the opportunity to act as chairman of at least one (1) committee during his or her respective term of office.
(c) Treasurer. The Treasurer of this Association shall cause to insure that books be audited and maintained commensurately with accepted accounting and bookkeeping practices in the hands of whomsoever the Board of Directors shall designate; and oversee the safekeeping of all funds of this Association. The association shall furnish a bond in an amount of specified by the Board of Directors; and the Association shall pay the premium of said bond. The Executive Director shall perform such duties of the Treasurer as shall be designated by the Board of Directors.
Section 3 - Removal from Office. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, whenever, in its judgment, the best interests of the Association would be served.
Section 4 - Vacancies. When an elected officer dies, resigns, is removed, disqualified or is otherwise unable to serve, such officer vacancy may be filled by Election by the Board of Directors for the un-expired portion of the term of such officer's position.
ARTICLE XI
Executive Committee
Section 1 - Scope and Authority. An Executive Committee of the Board of Directors, consisting of the President, the Vice-President, the Treasurer, and the Immediate Past President, shall during the intervals between meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Association. The Executive Committee shall keep full and fair records and accounts of its proceedings and transactions. All actions by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision and alterations by the Board of Directors; provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the Executive Committee shall be filled by the Board of Directors, during the temporary absence of a member of the Executive Committee due to illness or inability to attend a meeting for other cause, the remaining members of the Executive Committee may appoint a member of the Board of Directors to act in the place of and with all the powers of such absent member. The Executive Committee will appoint all liaison committee chairpersons.
Section 2 - Meetings of the Executive Committee. Subject to the provision of these Bylaws, the Executive Committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the Board of Directors; and it shall also meet at the call of the President of the Association or of any two members of this committee. It may also meet prior to the regular meeting of the Board of Directors. Three (3) members of the Executive Committee shall be necessary to constitute a quorum. The Executive Committee may act in writing, email, fax, or by telephone, with written confirmation, without a meeting, but no such action of the Executive Committee shall be effective unless concurred on all members of the Committee. The President shall serve as Chairman of the committee.
ARTICLE XII
Publications
Section 1 - Official Publication. The Manufacturers’ Agents Association for the Foodservice Industry may publish periodicals. Such publications may be the sole and exclusive property of the Association. The Board of Directors shall have complete control as to the name, editorial, circulation, advertising and distribution policies for such periodicals.
Section 2 - Licensed Publications. The Board of Directors of the MAFSI may grant the status of Official Licensee to a publication or publications of its choosing. This license may include the use of official logos, slogans, lists of officers and directors, members in good standing and other items which may, from time to time, be required to indicate such license agreement exists.
ARTICLE XIII
Finance
Section 1 - Initiation Fee. There may be initiation fee applicable to classes I, II III and IV of membership. The Board of Directors shall prescribe initiation Fee.
Section 2 - Dues. (a) The annual dues, payable annually in advance, by members of the Manufacturers' Agents for the Foodservice Industry for classes I, II, III, and VI of membership shall be as determined by the Board of Directors, from time to time. A procedure for member notification of dues changes will be published in Section I - DUES of the MAFSI Policy Manual. (b) Invoice shall be rendered to members forty-five (45) days prior to the due date.
Section 3 - Fiscal Year. The fiscal year of this Association shall be from January 1st to December 31st.
Section 4 - Audits. The accounts of the Association shall be audited within 90 days of the end of the fiscal year by a Certified Public Accountant who shall be appointed by the President, with the approval of the Board of Directors, and who shall provide a report to the Board of Directors.
Section 5 - Holding of Funds. All funds of the Association are to be held in a bank or banks to be designated by the Board of Directors at any authorized meeting. All funds are to be held in the name of the Association or in accounts with names specifically authorized as official by the Board of Directors.
Section 6 - Disbursements. All disbursements are to be made on any two (2) of four (4) signatories to be designated by the Board of Directors of this Association yearly or as directed by the Executive Committee.
Section 7 - Distribution of Assets. Upon dissolution of the Association, any remaining assets, after payment of all obligations of the Association, shall be distributed pursuant to the eleventh article, section (c) of the Certificate of Incorporation of the Association.
Section 8 - Budget. The Board of Directors shall prepare and approve a budget covering anticipated expenditures for the ensuing year prior to the start of the fourth fiscal quarter. No expenditures shall be made in excess of a line-item budget without the consent of the treasurer and further the total approved budget except upon specific approval of the Board of Directors or by the Executive Committee and ratified by the Board at the next official meeting.
Section 9 - Special Assessments. In the event the Board of Directors determines that, in their opinion, a special assessment should be levied against the members of this Association, in addition to dues, they shall cause notice of the proposed assessment and the expenditures to be made from the proceeds thereof to be given to each member. Further, no special assessment shall be effective unless approved by at least two-thirds (2/3) of the members attending a meeting or voting by mail, provided that a quorum is present at any such meeting or the number required to constitute a quorum casts an e-mail or fax ballot.
ARTICLE XIV
Management
Section 1. In conformity with the existing budget the administration and management of the Association shall be in a salaried staff head, employed or appointed by, and directly responsible to the Board of Directors. He or she shall have the title of Executive Director, and he may act as Secretary of the Association. He or she shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and perform such other duties as may be specified by the Board.
Section 2. It shall be his or her duty to give notice of and attend all meetings of the Association, to keep a record of all proceedings, to attest documents and perform such other duties as are usual or as may be assigned to him or her by the Board.
ARTICLE XV
Indemnification of Officers, Directors and Executive Director
The directors, officers and employees of the Association shall be provided indemnification to the full extent allowed by Chapter 35, Article 7 of the Not-for-Profit Corporation Law as set forth in Sections 721 through and including 725 in existence as of the date of adoption of this revised Article XV.
ARTICLE XVI
Amendments
These Bylaws may be amended at any meeting of the members of this Association by a majority vote of the membership attending such meeting, provided that a copy of the amendment or amendments shall have been e-mailed to each member together with a notice of meeting at which said amendment to amendments are to be submitted, at least sixty (60) days prior to the date of such meeting and provided further that a quorum be present in person or by proxy.
These Bylaws may also be amended by mail, fax or e-mail ballot, as per Section 7, Article VI. a majority mail, fax or e-mail vote of the membership shall be required to amend, provided that a copy of the proposed amendment or amendments shall have been sent to each member, together with a notice of due date by which date amendment or amendments are to be submitted, at least sixty (60) days prior to such due date.
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