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Bylaws

BYLAWS 
MAIL SYSTEMS MANAGEMENT ASSOCIATION, INCORPORATED

Article I. SCOPE OF THE BYLAWS & PURPOSE OF THE ASSOCIATION
The National Bylaws shall provide rules and/or procedures to govern, direct, administer, manage and implement the activities and affairs of the Association, consistent with the original “Certificate of Incorporation” as established and approved on March 4, 1982 at New York, NY.

The specific and primary purposes for which the MAIL SYSTEMS MANAGEMENT ASSOCIATION (hereafter referred to as the Association) is formed and for which it shall be exclusively administered and operated are:

To provide a professional organization for people employed in the field of mail and distribution systems in business, industry, government and institutions

To offer a local, regional and national structure of meetings, conferences, seminars, training classes and publications to raise the level of professionalism and competence of personnel employed in the mail management field at all levels

To stimulate communications by offering a variety of newsletters, manuals and other publications to aid in the dissemination of professional information developed in the field of mail and distribution systems management

To raise the level of management prestige and esteem for managers employed in this specialized segment of business operations

To offer awards for contributions to the advancement of the art of mail and distribution systems management

To encourage members to share their knowledge and experience with others in the field

Article II. Membership Eligibility:
The membership of the Association shall consist of all persons who are members at the adoption of these National Bylaws and any other individuals, group or organizations who may be admitted to membership under such requirements as may be prescribed by the Board of Directors

(a) Membership in the Association may be open to those individuals, corporations, groups or organizations who are interested in advancing the objectives of the Association and willing to subscribe to the National Bylaws

(b) Application for membership shall be submitted in writing to the local Chapter President or National President for members at large, with the appropriate membership fees.

(c) Only members in good standing shall be entitled to vote, assume or retain office, and enjoy the privileges of the Association. A member in good standing is defined as, but not limited to, a member who is current in payment of membership dues and is not in a state of suspension or termination.

(d) All members are eligible to serve as members of any working committee of the Association.

(e) The Board of Directors may elect as honorary members those persons who have made outstanding contributions in the field of Mail and Distribution Systems Management.

(f) The National Board of Directors may grant lifetime memberships to qualifying individuals with exemption from dues.

(g) Any qualifying individual, corporation, group or organization may join the Association and designate one or more individuals to represent them in the activities of the Association. Memberships: Individual (one member); Corporate (up to three members in one chapter).

(h) The Board of Directors may provide for student membership in the Association for students enrolled in courses of study at qualified universities, colleges and other degree-granting educational institutions offering training in the field of mail systems management.

(2) Suspension or Termination: The National Board of Directors, by two-thirds vote, may suspend or terminate the membership of any member, who has violated the National Bylaws or whose conduct is deemed detrimental to the best interest of the Association.

(2a) The said member shall receive written notification of the alleged violation and/or charges, and have opportunity to respond in writing within 10 days of receipt.

(2b) The National Board of Directors will review all allegations, charges and corresponses at its next scheduled meeting.

(2c) The said member shall have the right to be heard by the National Board of Directors prior to the National Board making its final decision. The National Board of Directors will notify the said member of the board’s decision in writing within 10 days after the decision has been made.

Article III. DUES
Dues and Membership Years: The National Board of Directors shall determine annual dues of the Association. The membership year shall be the twelve-month period immediately following the date on which a member joins the Association. However, Chapter Presidents may prorate dues if they wish to be on a calendar year membership.

Termination for Non-Payment of Dues: (Membership shall be terminated when dues of any member are unpaid 60 days after the expiration of the membership year.)

Power to Waive: The Board of Directors may waive, cancel or reduce payment of dues, assessments or other indebtedness of a member for any period.

(4) Resignation: In the event of resignation dues paid shall not be refunded.

Article IV. BOARD OF DIRECTORS
(1) Management: The management of the affairs of the Association shall be vested in the Board of Directors. It shall be the duty of the Board of Directors to carry out the objectives of the Association and to this end it shall exercise all powers of the Association.

(2) Board of Directors: The National Board of Directors shall consist of the President, Immediate Past President, Executive Vice President, three operating Vice Presidents, Treasurer, Secretary, two elected directors, four regional directors representing chapters located in the East, Central, West and Southern areas (Note: regional boundaries shall be determined by a majority vote of the National Board) and the Chapter President from any chapter whose membership averages 250 members or more over the calendar year prior to any National MSMA election year.  The National Board of Directors, by 2/3 vote may bestow honorary board member status on certain individuals at its discretion. Such honorary members shall be entitled to attend board meetings at their own expense, but shall not be entitled to vote on board matters.

(3) Nomination and Election of Board of Directors: Bi-annually and commencing in 1986, National nomination for President, the offices of Vice President, Secretary and Treasurer shall be presented to the membership, with nominees chosen in the following manner:

(a) The President bi-annually shall appoint a Nominating Committee consisting of five members, no more than three of who maybe members of the Board of Directors.

(b) The members of the Nominating Committee shall be selected and announced to the membership by April 30thof the National MSMA election year.

(c) Between April 30th and June15th a call for nominees from the general membership will occur.  (d)Nominees for President must be chosen from among current or former MSMA Executive Board members.

(e) Also between April 30th and June15th a member in good standing may submit a petition (signed by at least 15% of the general membership as of April 30th) to the Secretary directing that member’s name be placed on the ballot.

(f) The Vice President of Membership and Secretary shall be responsible for certification and validation of the petition.

(g) The Nominating Committee must meet by July15th and submit a slate of candidates to the National President by August

(h) The National President will announce the slate of candidates to the general membership by August15th.

(i) The Secretary shall prepare a ballot listing the names and qualifications of the nominees.

(j) The election will be held by mail ballot sent to all members in good standing. The ballots shall be mailed no later than September 15th of each election year, which date shall constitute the election date.

(k) To be considered valid, a returned ballot must be postmarked no later than October 15thof the election year.

(l) The election results shall be announced to the membership by December 15th of the election year.

(4) Annual Reports: The National President shall at the first meeting of the Board of Directors held in a calendar year make an annual report including the financial condition of the Association. The report shall be distributed to all members.

(5) Vacancies: In the event of death, disqualification, resignation or removal of a member of the Board of Directors, the vacancy created thereby shall be filled by the President with the advice and consent (by majority vote) of the remaining directors. If the un-expired term is for twelvemonths or more the vacancy shall be filled by a special election of the membership to be conducted in accordance with rules established by the Board of Directors.

(6)Quorum: A majority of the members of the Board of Directors shall constitute a quorum for all purposes during the meeting, provided that proper and due notice of the meeting of the Board of Directors has been given not less than ten (fifteen) days before the time set for such meeting.

(7)Meetings: The Board of Directors shall meet at least twice annually at such times and places as may be determined by the National Board of Directors.

(8) Special Meetings: The President may call special meetings of the Board of Directors upon giving the members of the Board of Directors at least 20days written notice. The President shall call a special meeting when requested in writing by one-third of the members of the Board of Directors.

Action Without Meeting: The Board of Directors may act without a meeting if the action is in writing and by unanimous consent of the Board of Directors.

Membership Reports: The Board of Directors shall from time to time as appropriate between Annual Meetings inform the membership by appropriate communication of its activities and the activities of the Association, the financial status of the Association and any other information deemed relevant by the Board of Directors.

Agenda: Any member may submit items to be placed on the agenda for the next regular meeting of the Board of Directors and shall be informed of the action taken.

Executive Committee: The Executive Committee shall consist of the President, Executive Vice President, Treasurer and three Vice Presidents.  The Executive Committee may invite other members of the Association to meet with it and participate in conferences of the executive Committee without vote. The Executive Committee shall have and exercise powers of the Board of Directors between meetings of the Board of directors, subject to any prior limitations established by the Board of Directors; provided, however, the Executive Committee shall not have the power or authority to amend, alter or rescind any basic policy adopted by the Board of Directors. All actions taken by the Executive Committee shall be reported to the Board of Directors at its next succeeding meeting and shall be subject to revision or ratification of the Board of Directors, provided that no rights of third parties shall be affected by any such revision. Regular minutes of the proceedings of the Executive Committee shall be kept and reported to the members of the Board of Directors as soon as practicable after each meeting of the Executive Committee. A majority of the Executive Committee shall constitute a quorum.

Article V.OFFICERS

President:

The President shall be the chief executive officer of the Association and shall preside at all meetings of the membership of the Association, Board of Directors and Executive Committees. In the case of a tie vote of any proceeding of the Board of Directors or Executive Committee, the President may cast the deciding vote. The President shall appoint committees as appropriate and oversee projects designated by the Board of Directors. The President shall at all times enforce the Bylaws and Articles of Incorporation and Directives of the National Board. Immediate Past President: The Immediate Past President shall be responsible for such duties as assigned by the President. Executive Vice President: The Executive Vice President shall assist the President in carrying out the Association’s objectives and programs within such areas of responsibility as are assigned to him by the President. In the absence of the President, the Executive Vice President shall function as President. Vice Presidents: There shall be at least one Vice President for each major function of the Association as determined by the Board of Directors. These shall include Membership, Education, Chapter Development and any other operational units that are developed. Treasurer: The Treasurer shall advise the President and Board of Directors with respect to the finance of the Association and, together with the Executive Committee, shall exercise continuing surveillance over the Association’s finances. He/she shall exercise such controls over expenditures as the Board of Directors may prescribe. The Treasurer shall be responsible for the Association’s funds and financial records; collect dues and assessments; establish proper accounting procedures for the handling of the Association’s funds and be responsible for keeping such funds in such banks, trust companies and investments as are approved by the Executive Committee; and report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon the President.  At the end of each fiscal year the Treasurer shall submit a financial report and an operating budget for the following fiscal year.

Secretary:

The Board of Directors annually shall elect a member of the Board of Directors as Secretary. The Secretary of the Association shall be responsible for the proper and legal mailing of notices to members. He/She shall see to the proper recording of procedures of meetings of the Association, Board of Directors and all committees. The Secretary shall maintain accurate membership records and be the custodian of the seal of the Association. The remaining Directors/Members of the National Board will serve on committee(s) as designated by the President. The primary responsibility of the directors is to represent and serve the interest of the members within the regional/chapter location.

(2)  Termination of an Officer/National Board Member: The Board of Directors shall be empowered to remove any officer in any capacity for cause by a two-thirds vote of all the Directors at a regular or special meeting of the Board of Directors. The officer concerned shall be given prior written notice of such proposed action and shall have the right to be heard by the Board of Directors prior to its action on his removal. Upon the removal of an officer, the vacancy shall be filled as provided in Article IV, Section 5. The Board of Directors may by a majority vote of the voting members (delete of the voting members) declare that a vacancy exists if a member of the Board of Directors fails to attend two consecutive meetings of the Board of Directors. Any resignations must be rendered in writing to the President.

Article VI. MEMBERSHIP MEETINGS
Annual Meetings: The Annual Meeting of the Association shall be held at such place and such date as may be determined by the Board of Directors in conjunction with the annual conference if deemed appropriate by the National Board. The membership will be notified of the date and place of the Annual Meeting at least three months in advance. The agenda of the Annual Meeting will be announced at least 30 days in advance of the meeting. The meeting will be open to all members of the Association. A quorum will consist of those members present.

Special Membership Meetings: The Board of Directors may call Special meetings of the members of the Association at any time with at least 30 days prior notice. Upon receipt of a written request of 15% of the members in good standing, the President shall call a special meeting of the membership within 30 days of the filing of such request with the Secretary.  The business to be transacted at any such special meeting shall be stated in the notice thereof and no other business may be considered at such time.

Notice of Meetings: Written notice of any meeting of the membership of the Association shall be mailed to the last known address of each member in good standing at least 30 days prior to the date of the meeting.

Voting: At all membership meetings of the Association each member in good standing shall have one vote and may vote in person or by proxy. Unless otherwise specifically provided in these Bylaws a majority vote shall govern.

Voting by Mail: The Board of Directors may submit proposals to the membership of the Association to be voted on by mail. Ballots must be returned within 30 days. To constitute a valid action of the Association no less than 20% of the members in good standing must cast a vote and unless otherwise stated on the ballot, a majority of those voting shall determine the action. If a proposal endorsed by 10% of the members in good standing is submitted to the Board of Directors with a request for a mail vote of the membership, the Board of Directors shall submit the proposal to the membership by mail ballot as provided herein. If less than 20 percent of the members vote, than a 2/3 vote of the National Board will ratify any proposals submitted.

Article VII.COMMITTEES
Standing Committees: The following committees shall be maintained at the discretion of the National Board: Executive, Finance, Membership, Education, Communications and Chapter Development. The chairperson of each committee shall be a member of the Board of Directors and shall be appointed by the President within 30 days of taking office. Each such chairperson shall serve for the calendar year or until a successor is named. The chairperson of the Committee with the approval of the President may appoint other members of the committees. Each committee shall report its plans and activities to the Board of Directors at least one each year. Anything contained herein to the contrary not withstanding; the activities of the Nominating Committee and Executive Committee shall be governed by Article IV, Section 3 and Article IV, Section 3 and Article IV, Section 12,respectively.

Other Committees:  The President may appoint special committees and may designate official representatives of the Association to other organizations.

Article VIII.GENERAL            
Fiscal Year: The fiscal year of the Association shall be the calendar year.

Financial Reports: Each year the Board of Directors shall appoint a CPA or firm of public accountants to audit the financial records of the association and report to the treasurer and National Board of Directors. Quarterly financial reports must be provided by each Chapter in accordance with the requirements of the National Board of Directors.

Order of Business: The order of business at all meetings of the Association shall be established by the presiding officer. Robert’s Rules of Order shall govern the conduct of all meetings of the Association on any point not prescribed by these Bylaws.

Use of Association Name: The majority of the entire National Board shall prescribe rules, and regulations governing the use of the name of the association, the initials MSMA and any property or trademark of the association.

Article IX. AMENDMENTS        
Procedures: The By Laws of the Association may be amended as follows:
By a majority vote of all voting members, the Board of Directors may initiate an amendment. Such proposed amendment shall be submitted by mail ballot to all members in good standing of the Association. In order for the amendment to be approved, at least 30% of the membership must return the ballot within 60 days after they are mailed and a majority of the returned ballots must approve the amendment of the Bylaws.  If less than 30% of the ballots are returned, then by two-thirds (2/3) majority vote of the entire National Board of Directors, the change(s) to the Association’s Bylaws will be ratified.

Article X. INDEMNIFICATION
Every director, officer or employee of the Association shall be indemnified against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him/her in connection with any proceedings to which he/she may be made a party or in which he may become involved by reason of his having been a director, officer or employee of the Association, or any settlement there of, whether or not he/she is a director, officer or employee of the Association at the time such expenses are incurred, except in such cases in which the director, officer or employee of the Association is adjudged guilty of willful misfeasance or malfeasance.  Determination of misfeasance or malfeasance will be adjudicated through the American Association of Arbitrators.

MSMA Organizational Liability—Engagement of counsel for either defensive or offensive actions shall only be authorized and initiated through the National Board of Directors.