BY-LAWS OF
PROMOTIONAL PRODUCTS ASSOCIATION OF THE MIDWEST
AMENDED October 2007


ARTICLE 1
Name and Mission

The Name of this not-for-profit Corporation shall be Promotional Products Association of the Midwest.  It may also be referred to in these by-laws by the acronym PPAM.

The Mission of this association, herein referred to as PPAM, is to promote and advance the Promotional Products industry in our region.  Therefore, our aims are:
1) To provide an environment for better understanding between supplier and distributor members and for the exchange of ideas among members.
2) To express our opinions in national matters pertaining to the Promotional Products industry.
3) To advance the sale of promotional products through increased awareness in the Mid West Region.
4) To produce trade shows as a venue for suppliers and to provide for the continuing education of our members.

ARTICLE 2
Offices

The corporation shall have and maintain a registered office in the State of Missouri subject to the not for profit corporation laws of the State of Missouri.  The Registered Office can be changed by the Board of Directors.

ARTICLE 3
Membership

Section 1.  Membership Classifications and Definitions
The corporation shall have six classifications of members, which are defined as follows:

Supplier Member:
A supplier is a company within the United States or its possessions, Canada or Mexico, that manufactures, converts, warehouses or decorates promotional products for sale to promotional products distributors or to a firm maintaining a division or affiliate devoted to reselling promotional products.

Distributor Member:
A distributor is a company (or a company that maintains a division, department or affiliate) located within the United States or its possessions, Canada or Mexico, whose primary business includes developing ideas for the use of promotional products, buying such products from suppliers and reselling them to end buyers.

Business Services Member:
A company that sells services, information or products (other than promotional products) that support the normal conduct of business.

Supplier Representative Member:
An independent company, contracted by one or more suppliers to market their products and services to distributors.

International Supplier Member:
An international supplier is a company outside the United States or its possessions that manufactures, converts, warehouses or decorates promotional products for sale to promotional products distributors or to a firm maintaining a division, department or affiliate devoted to reselling promotional products.

International Distributor Member:
An international distributor is a company (or a company that maintains a division, department or affiliate) located outside the United States and its possessions whose primary business includes developing ideas for the use of promotional products, buying such products from suppliers and reselling them to end buyers.

Section 2.  Application, Eligibility for Membership
Any person, firm or corporation engaged as a promotional product Supplier, Distributor, Business Services Firm, Supplier Representative, International Supplier, or International Distributor as defined in Section 1 shall be eligible for consideration in PPAM. 

• Prospective new members must submit application, in writing, to the Executive Director with all proper documentation*. 

• Membership applications must include the following (*unless you are a member of good standing in PPAI):

A) Distributors must provide original invoices from at least five (5) PPAI supplier members and (five) 5 invoices to customers, none of which is connected with the applicant through stock ownership, common directors or officers, or common ownership or any other means. The distributor firm must have been engaged in the promotional products industry for one year and have a sales volume of over $50,000.

B) Suppliers must provide purchase orders from at least five (5) PPAI distributor members.  Invoices /purchase orders submitted must be actual orders and not for sample purchases. The supplier firm must have been engaged in the promotional products industry for at least one year and have a sales volume of over $50,000.

C) Supplier Representatives must submit a written request to become a member and provide a list of companies they represent.

D) Business Services Members must provide purchase orders from at least five (5) PPAI distributor and/or supplier members.  Invoices /purchase orders submitted must be actual orders and not for sample purchases. The business service firm must have been engaged in the promotional products industry for at least one year and have a sales volume of over $50,000.

E) International Suppliers and Distributors must be a member in good standing with PPAI to be a member of PPAM. 

The Executive Director will advise the Board of Directors of an applicant who has met the membership qualifications at the next Board of Director’s meeting. A vote will be taken to approve all applicants by the Board of Directors.  Qualifying applicants will become official members following the next scheduled Board of Director’s meeting or a vote taken via email or mail. 

Section 3.  Voting Rights
Each member company classified in Article 3, Section 2A, 2B, 2C, 2D, and 2E in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4.  Termination of Membership
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may terminate the membership by a majority vote of those present at any regular meeting, any member who becomes ineligible for membership.  The Board of Directors may suspend or expel any member who is in default in the payment of dues for the period fixed in Article 12 of these by-laws.

Section 5.  Resignation
Any member may resign by written resignation with the Executive Director, but such resignation shall not relieve the resigning member of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

Section 6.  Reinstatement
Upon written request signed by a former member, and upon payment of any dues in arrears by said member, membership status shall be reinstated.

Section 7.  Transfer of Membership
Membership in this corporation is not transferable or assignable.

ARTICLE 4
Meeting of Members

Section 1.  Annual Meeting
An annual meeting of the members shall be held in October of each year at a time and place to be determined by the current Board of Director’s for the purpose of introducing the incoming board and for the transaction of other business as may come before the meeting.  If the introduction is not held at said Annual Meeting, the Board of Directors shall determine the introduction to be held at a special meeting of the members as soon thereafter as possible.

Section 2.  Regular  Meetings
Regular meetings of members may be called by the Executive Committee for the purpose of any business that may come before the membership.

Section 3.  Place of Meetings and Notice of Meetings
The Executive Committee shall designate any place for an annual or regular meeting, or for any special meeting called by the Executive Committee.  If all the members meet at any time and place, either within or without the State of Missouri, and consent to the holding of a meeting, such meeting shall be valid, and corporate action may be taken at such meeting.

Written notice stating the place, day and hour of any meeting of members shall be delivered either by reputable carrier, email, tele-fax or personally to each voting member not less than 5 or more than 50 days before such meeting.  If the persons calling the meeting are other than: a) the Executive Committee, b) the Officers, c) the Board of Directors, the purpose of the meeting shall be stated in the notice.

Section 4. Informal Action by Members
Any action which may be taken at a meeting of members, or any action required by law to be taken at a meeting of members, can be valid without a meeting, if a consent in writing setting forth the action so taken, is signed by all of the voting members with respect to the subject matter thereof.

Section 5.  Quorum
A Quorum exists when the number of voting members present at any official meeting constitutes a simple majority.  A voting member is considered present if an eligible proxy under Article 4, Section 6 of these by-laws is received by the Board of Directors prior to the meeting.

Section 6.  Proxies
Any member eligible to vote in the corporation may vote by proxy if executed in writing by the member or member’s duly authorized attorney-in-fact.  No proxy shall be valid after 11 months from its date of execution unless otherwise provided in the proxy.


ARTICLE 5
Manner of Acting / Order of Business

“Robert Rules of Order” shall be followed by all meetings insofar as they are consistent with the By-Laws of this corporation.

ARTICLE 6
Board of Directors

Section 1.  General Powers
The management affairs, business and concerns of the corporation shall be vested in the Board of Directors.  The members of the Board shall, upon installation, immediately enter upon the performance of their duties, as covered in Section 2, and shall continue until duly succeeded. 

Section 1a.  Assumption of Office
Immediately following the Annual Meeting in which the incoming Board is announced, the existing Directors will meet to elect the officers of the corporation.  The newly elected Directors will assume office on January 1 to coincide with the fiscal year. 

Section 2.  Number, Tenure and Qualifications
The number of Directors on the Board shall be seven (7). Consisting of:  President, Vice President, Secretary, Treasurer, and 3 Directors.  The Immediate Past President of the Board of Directors and the RAC Delegate of PPAM shall be ex-officio members and will sit on the board as advisors with Voice but no Vote status.

Each Director shall be elected for a term of 3 years.  Directors may serve 2 consecutive 3-year terms.  A Director having served two (2) three-year terms shall not be eligible for re-election until after a period of one year.  If a Director leaves the employ of a member company and is not re-employed within sixty (60) days, his/her directorship shall automatically terminate.  If a Director is in the employ of a member who is not a member in good standing, his/her directorship shall terminate unless the company becomes a member in good standing within sixty (60) days.  Any member in good standing and who has been a member of PPAM for at least 1 year may serve on the Board of Directors.

In the event of death, resignation, incapacity, or disqualification of an elected Director, the Board of Directors shall appoint a replacement for the un-expired term.

Any board member who misses three (3) board meetings in a year, unless excused by the President, shall be considered to have resigned from the Board of Directors.

A Quorum of the Board of Directors exists when the number of voting Directors present at any official meeting constitutes one-half of the total eligible voting Directors.  A Director can be eligible to vote in absentia if an eligible Proxy is received prior to the meeting and is subject to the terms defined in Article 4, Section 6 of these by-laws. 

Section 2a.  Ex Officio Board Members
1. Past President:  The Past President will serve in an advisory capacity to the Board of Directors at their discretion.

2. RAC Delegate:  A delegate to the Regional Association Council (RAC) shall be appointed by the President Elect and shall serve a 1-year term.  If a RAC Delegate is elected to any RAC Board Position, the PPAM Board of Directors may extend the RAC Delegate’s tenure by the number of years he/she must serve on the RAC Board.

Section 3.  Voting Rights of Board Members
Each board member shall have one vote, with the exception of the ex-officio members of the board noted in Article 6, Section 2.

Section 4. Compensation
The Board of Directors shall receive no compensation for their services or time.  They shall be compensated for all reasonable expenses incurred while doing business for the corporation, as approved by the Board.

Section 5.  Regular Meetings and Special Meetings
A regular annual meeting of the Board of Directors may be held without other notice than this by-law in conjunction with the annual meeting of members.  

Special Meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  Persons authorized to call special meetings may arrange the time and place for any meeting and must notify other Board members according to Article 6, Section 5a of these by-laws.

Section 5a.  Notice of Board Meeting
Notice of any meeting of the Board of Directors shall be given at least three days prior to the meeting date by written notice delivered by a reputable carrier, e-mail, tele fax or personally to his/her recorded address. 

Section 5b.  Quorum
A quorum exists when 4 voting members of the Board are present.  No action is valid without a quorum.

Section 5c.  Informal Action
From time to time the Board of Directors may transact PPAM business through use of email or other types of correspondence.  This action is to be considered valid if a quorum exists, and all members of the board are notified of the action so taken.

ARTICLE 7
Nominating Committee

The nominating committee shall be appointed by the President to include the incoming President.

The duties of the nominating committee shall be:
1. Send a nomination form to the membership 60 days prior to the annual meeting to nominate themselves or one of their fellow colleagues meeting all PPAM membership requirements.
2. Present nominees 45 days prior to the Annual Meeting in writing to the full membership.
3. Mail, email or fax the ballot 30 days prior to the Annual Meeting.
4. Report the results of the election at the Annual Meeting.

The Nominating Committee will attempt to keep a balance between Suppliers and Distributors by nominating one supplier and distributor except when not possible.  Reps and service providers are to be considered a supplier.

ARTICLE 8
Officers / Executive Committee

The Past President and the Officers (or Executive Committee) of the corporation, elected by the Board of Directors, shall be; Past President, President, Vice President, Secretary and Treasurer.  All elected officials must be members of the Board of Directors. The President is to Chair the Executive Committee.  No person shall fill more than one office. 

If an officer leaves the employ of a member company and is not re-employed within sixty (60) days, his/her office shall automatically terminate.  If an officer is in the employ of a member company who is not a member in good standing, his/her office shall automatically terminate unless the company becomes a member in good standing within sixty (60) days.  In the event of death, resignation, incapacity, or disqualification of an elected Director/Officer, the Board of Directors shall appoint a replacement for the un-expired term.

Section 1.  Number, Tenure and Qualifications
Terms of office shall be:
• The President’s term of office shall be one year. 
• The Vice President’s term of office shall be one year.  The Vice President shall be elected with the understanding that with his/her consent and the approval of the Board of Directors, he/she will be nominated for the office of President.
• The Secretary’s Term shall be one year; and the Secretary can be re-elected, but may serve no more than two consecutive years.  It is not the intent of these by-laws that the Secretary will assume the position of Vice President.
• The Treasurer’s Term shall be one year, and the Treasurer can be re-elected, but may serve no more than two consecutive years.  It is not the intent of these by-laws that the Treasurer will assume the position of Secretary.

Section 2.  Duties of Elected Officers

2a/ President:  The President shall be the Chief executive officer of PPAM and shall preside at meetings of the Board of Directors and Membership.  The President shall concentrate on developing policy and plans to promote the Corporation’s Mission as expressed in Article 1 of these by-laws.  The President shall perform such other duties as are necessary incident to the office of President as may be prescribed by the Board of Directors and when consistent with the by-laws

2b/Vice President:  The Vice President shall preside at meetings in the absence of the President.  The Vice President shall be the President Elect.  The Vice President shall perform tasks as assigned by the Board of Directors.  The Vice President shall chair the nominating committee.

2c/Secretary:  The Secretary shall record the minutes of all meetings of the corporation and shall distribute the minutes to the Board of Directors, or any member of PPAM, within 15 days of the meeting.  The Secretary shall be responsible for the issuance and record of any certificates (membership or otherwise) as provided for in Article 10 of these by-laws.

2d/Treasurer:  The Treasurer shall oversee collection and distribution of all monies and preparation of reports at all meetings on the finances of the organization. The treasurer shall be responsible for the maintenance of such books of account and records to conform to the requirements as set forth by the by-laws, State and Federal Regulations. The organization’s accounts shall be subject to Auditor’s review if requested.  The Treasurer is responsible for seeing that all reports (990, annual registration, and tax exempt) are filed on a timely basis. 

ARTICLE 9
Business Management

Section 1.  Contracts, Banking Functions, Payments
All deeds, leases, transfers, bonds, bank drafts, notes or other obligations authorized to be executed by any officer of the corporation shall be signed by two officers.  Of the two officers, one must be the President or Vice President of the corporation. 

All contracts for the purpose of events held for the association must be signed at by at least one officer of the organization.

Section 2.  Managing Agent 
The Board of Directors may assign a managing agent to handle such affairs of the corporation as deemed necessary.  The Managing Agent’s compensation whether by salary, contract or consideration, must be approved by the Board of Directors, and the transaction must be recorded in the Books and Records of the corporation.

Section 3.  Insurance
The corporation shall protect the Directors from liability to the fullest extent authorized or permitted by Missouri law, and therefore:

The corporation shall indemnify, to the fullest extent authorized or permitted by Missouri law, any officer of the corporation who is made (or threatened to be made) a party to any action, suit or proceeding (whether civil, criminal, administrative or investigative), whether brought by or in the right of the corporation or otherwise by reason of the fact that such person is or was a director, trustee, officer, employee, or agent of the corporation at any time, or such person served on any formally constituted advisory board, or voluntary committee of the corporation, or the Board of Directors, or any such person served at the request of the corporation as a member, partner, officer, director, employee or agent, against expenses including attorney fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the person in connection with such action, suit or proceeding; if such person acted in good faith and in a manner the person reasonably believed to be in the best  interest of the corporation. 

The corporation shall continually provide insurance policies covering:  a) Comprehensive General Liability Coverage, b) Director and Officer Liability Coverage, c) Employee Dishonesty Coverage.

Section 4.  Benefits
No member or dependent of any deceased member of the corporation shall be entitled to any cash or other financial benefits under any conditions.    

Section 5.  Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or special purposes of the corporation.

ARTICLE 10
Books and Records

The corporation shall keep correct and complete books and records of account and complete minutes of the actions of its members, Board of Directors, Officers and employees, and shall maintain a copy of such records at its principal office.  Membership records must be brought up to date at least once yearly, and a list of members shall be maintained.  The Records of the Corporation shall be subject to review by Legal Counsel if requested by a Majority vote of the Board of Directors.  At the end of each fiscal year the records of the corporation shall be available to be reviewed by a certified accountant for the purpose of tax preparation.

ARTICLE 11
Dues

The Board of Directors may determine the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.  Dues shall be assessed at the annual meeting and shall be payable upon receipt of the assessment.  Any member in default of the dues for a period of three (3) months after the assessment shall thereupon be terminated from membership according to the procedures set forth in Article 3, Section 4 of these by-laws.

ARTICLE 12
Fiscal Year

The Fiscal Year of the corporation shall begin on the first day of January and shall end on the last day of December.   

ARTICLE 13
Amendment to By-Laws

These by-laws may be altered, amended or repealed.  Such action may take place at the annual meeting or any regularly called or scheduled meeting or, by mail or email vote as determined by the Board of Directors.   A yes vote equal to a simple majority of all eligible voting members casting a vote is required to ratify proposed Amendments.  Valid proxies are added subject to Article 4, Section 6 of these By-Laws.  Notification of the proposed By-Law changes shall be mailed, emailed or faxed to all members no less than 30 days prior to the vote.

ARTICLE 14
Dissolution or Merger

The corporation may be dissolved or merged with another association with the approval of two-thirds of the members having voting rights, present and voting or voting by proxy at a meeting called for the purpose of considering dissolution or merger. At least ten days’ notice must be given of the holding of such a meeting and the notice shall state that the question of dissolution or merger will be considered at the meeting. On dissolution or merger, assets remaining after all outstanding financial obligations are met shall be distributed in a manner to be determined by the Board of Directors and in accordance with applicable Internal Revenue Service regulations.