AMERICAN BEARING MANUFACTURERS ASSOCIATION, INC.
Article 1 - MEMBERSHIP
Section 1. Membership in the association is open to:
(A) Primary members, as defined below; and
(B) Associate members, as defined below.
Subsection A – Primary Members - Every bona fide person, firm, corporation (or one or more corporate divisions or subsidiaries carrying on business in the division or subsidiary name), a substantial part of whose business is the manufacture by it in the United States of bearings, or finished components of bearings, who shall subscribe to the purposes of this corporation and shall pay an initiation fee of one thousand dollars ($1,000) upon notification of approval of the application, shall be eligible to membership therein, with full rights and obligations as herein provided.
If a membership lapses and application is thereafter made for re-affiliation, the applicant shall pay the required initiation fee before again becoming a member.
Subsection B – Associate Member – Every bona fide person, firm, corporation (or one or more corporate divisions or subsidiaries carrying on business in the division or subsidiary name), a substantial part of whose business is or intends to be) supplying goods or services to manufacturers of bearings or finished components of bearings in the United States, who shall subscribe to the purposes of this corporation shall be eligible to membership therein, with rights and obligations as herein provided. Notwithstanding the foregoing, the person, firm, corporation, division or subsidiary shall not be eligible for Associate Membership if it is directly or indirectly controlled by or under common control with a person, firm, corporation or entity that is a manufacturer of bearings or finished components of bearings, unless such person, firm, corporation, division or subsidiary is also directly or indirectly controlled by or under common control with a Primary Member.
Section 2. Voting rights are given to all primary members. Associate Members have no voting rights on any matters. The voting rights of each primary member at meetings of the corporation shall be on the basis of one vote for each member. Each member shall appoint and certify to the Secretary of the corporation a person or persons from its own organization to be its representative or representatives in the corporation who shall represent, vote and act for the member in all of the affairs of the corporation, including the holding of office therein.
Section 3. Any person, firm, corporation, or corporate division eligible for membership under these By-Laws, on making written application therefore, may be elected to membership. For such election, a majority of votes of the entire membership of the Board of Directors shall be required. The Board of Directors may, in its discretion, deny any application for membership if there remain outstanding any unpaid dues or assessments owing by the applicant to the corporation from a prior period during which the applicant was a member.
Section 4. Duration of Membership. Membership in this corporation may terminate by death, voluntary withdrawal as herein provided, or otherwise, pursuant to these By-Laws. The right of a member to vote and all other rights, title and interest of the member in or to the corporation, its rights, privileges and property, shall cease on the termination of its membership. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at its next succeeding meeting. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal and upon vote of the Board of Directors.
Section 5. Termination of Membership. Any membership may be terminated for cause, including non-payment of dues. Such termination shall be by a two-thirds vote of the entire membership of the Board of Directors, provided that a statement of the charges shall have been mailed by registered post to the last recorded address of the member at least fifteen days before final action is taken thereon. This statement shall be accompanied by 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 and present any defense to such charges before action is taken thereon.
Section 6. Suspension of Membership Benefits. The benefits of membership are subject to suspension, upon thirty days advance written notice, for non-payment of dues or assessments for a period of 180 days.
Section 7. The corporation may organize within its membership groups of manufacturers making similar products and having common interests, but before any action taken by any such group shall become effective, it shall first have received the approval of the Board of Directors of the Corporation.
Section 8. Any statistical report or other statistical information prepared by the corporation shall be distributed to the members of the corporation that have contributed data for inclusion in such report and those companies that do not produce bearings in the categories collected.
Section 1. Annual Meeting. The annual meeting of the members of the corporation shall be held once a year and shall be determined by the Board of Directors at least 30 days in advance thereof for the election of the Board of Directors, for receiving the annual reports, and for the transaction of other business. Notice of such meeting signed by the Secretary or other officer designated by the Board of Directors shall be sent to each member at least ten days before the time appointed for the meeting.
Section 2. Election of Directors. The Board shall consist of not less than fifteen nor more than seventeen directors from primary members. They shall be divided into three groups, each group to consist of at least five directors whose terms of office expire the same year. At each annual meeting, the successors to the directors whose terms shall expire that year shall be elected for a term of three years. Directors shall be elected from a list of nominees reported by the nominating committee and of any individuals who may be nominated from the floor.
The division of the Board into groups upon adoption of this By-Law revision shall be done by the Board.
Section 3. Nominations.
Subsection A – Primary Member Representation. A Nominating Committee shall be appointed by the Chairman. The list of nominees shall include each officer of the corporation in the group whose term is expiring. If five, or more than five, maximum dues class members are willing to serve on the Board, the Nominating Committee shall nominate those required to bring the number of maximum dues class members on the Board to not less than five.
Subsection B – Associate Member Representation. One additional board member shall be an associate member nominated for a one-year term by the Associate Council from among its members. The election to the Board of such nominee shall be subject to a vote by the membership. Upon election, such nominee shall have all the rights and privileges of a Board member.
Section 4. Other meetings. Other meetings of the members of the corporation may be called by the Chairman or by order of the Board of Directors, at any time, either at the principal office of the corporation or elsewhere, and notice of such meeting shall be mailed by the Secretary to each member at least ten days before such meeting. It shall be the duty of the Chairman to call a special meeting of members upon written request by members of the corporation holding at least twenty-five percent of the total votes in the corporation.
Section 5. At any meeting of the members of the corporation at which a majority of the primary members are represented in person or by proxy, a quorum for the transaction of business shall be declared present.
At any meeting at which a quorum is present action shall be taken by the vote of a majority of those present in person or by proxy, except as otherwise specifically provided.
Section 6. No proxy shall be valid at any meeting of the corporation unless it shall run to a person or persons regularly employed by the member issuing the same.
Article III - BOARD OF DIRECTORS
Section 1. The property and business of the corporation shall be vested in and controlled by the Board of Directors who shall serve without compensation.
Section 2. The Board of Directors shall annually elect from its membership a Chairman, a Vice-Chairman and a Treasurer, each of whom shall serve without compensation, and shall appoint a President and Secretary who shall serve at the pleasure of the Board. The offices of President and Secretary may be held by the same person. The Board may appoint an Executive Committee from its own membership which shall have the power to act as expressly authorized from time to time by the Board and shall also have authority to act in other matters subject to ratification by the Board.
Section 3. The Board of Directors may set up such regulations for its own proceedings and governance as it may deem expedient.
Section 4. The Board of Directors may appoint such committees, establish such offices and engage such employees and counsel as in its judgment may be required for the promotion of the objects of the corporation.
Section 5. Meetings of the Board of Directors may be called on four days' notice by the Chairman, the Secretary or any two directors.
Section 6. Any vacancies that may occur in the Board by reason of death, resignation, or otherwise, may be filled by the Board of Directors for the unexpired term.
Section 7. The presence of six directors shall constitute a quorum of the Board.
Section 1. The officers of the corporation shall be a Chairman, a Vice-Chairman, a President, a Secretary and a Treasurer.
Section 2. The Chairman shall be the chief executive officer of the corporation and shall preside at all meetings thereof. He shall also serve as Chairman of the Board of Directors.
Section 3. The Vice-Chairman shall perform the duties of the Chairman in the latter's absence.
Section 4. The President shall, subject to the Chairman and the Board of Directors, act as manager of the corporation, manage its central office, perform such services as are customary to that office, and perform such other duties as may from time to time be assigned to him by the corporation or the Board of Directors.
Section 5. The Secretary shall keep the minutes of all meetings of the Association and the Board of Directors, shall have charge of the records of the Association and perform such other duties as may from time to time be assigned to him by the corporation or the Board of Directors.
Section 6. The Treasurer of the corporation shall perform such duties as are customary to that office. The Treasurer shall supervise the collection of all dues, the keeping of proper books of account, and render such statements thereof as may be required by the Board of Directors.
Section l. Annual dues for members of corporation shall be calendar year and based on category of membership.
Subsection A - Primary Members. Annual dues for primary members of the corporation shall consist of a fixed amount, to be set by the Directors, which shall be the same for all members, plus an additional amount, which shall be figured by multiplying a per unit dollar amount, to be set by the Directors, by the number of units assigned to the respective net sales classification.
The net sales classification for dues purposes may be changed from time to time by the Board of Directors, subject to approval by the membership.
Net Annual Sales is understood to mean sales by the member (and any affiliated firm, corporation or corporate division) in the USA , or for export from the USA , of bearings (including assemblies in which such bearings are a principal part) and/or major components of bearings. Net sales for the preceding calendar year shall be used in computing dues. Dues shall be payable quarterly in advance.
Subsection B - Associate Members. Annual dues for associate members of the corporation shall consist of a fixed amount, to be set by the Directors, which shall be the same for all associate members.
Section 2. The Board of Directors shall have power to levy assessments, payable on notice, to cover extraordinary expenses of the corporation, such assessments to be prorated among the membership in the same proportion as the dues paid by each member bears to the total dues paid to the corporation.
Article VI - Amendment
The Certificate of Incorporation of the corporation and/or the By-Laws of the corporation shall be subject to amendment by the members of the corporation upon a vote of two-thirds of those present at any meeting called for that purpose and attended by a quorum, provided the notice of the meeting shall contain a statement of the proposed amendment.
Article VII – Written Vote
Section 1. Whenever in judgment of the Board of Directors, a membership vote is necessary and when it deems it inexpedient to call a special meeting for such purpose, the directors may, submit such a matter to the membership via written (including electronic) vote and decision upon a vote of two-thirds (2/3) of those votes received within twenty-one (21) days after submission to the membership, provided that votes from a majority of the members shall be received. Any all actions taken via written vote shall be binding upon the Corporation in the same manner as would be action taken at a duly called meeting.