BYLAWS

        ISM -Greater Boston,Inc.

 Revision F 11/12/14

 

 

 

BYLAWS

 

ARTICLE I

NAMEAND LOCATION

 Section 1.  Name. The name of this Association shall be the Institutefor Supply Management - GreaterBoston, Inc.,a nonprofit corporation organized and existing by virtue of the laws of the Commonwealth of Massachusetts (hereinafter referred to as “ISMGB”).

 Section 2. Location. The principal office of ISMGB shall be located in Concord, Massachusetts or in such other localities as may be determined bythe Board of Directors.

 

 ARTICLE II 

PURPOSE

 Section1. Purpose. ISMGB is a non profit corporation organized and operated not for pecuniary profit,but exclusively for educational purposes within the meaning ofSection 501 (c)3of the Internal Revenu Code and in this connection,the purposes for which ISMGB shall be organized and operated are as follows:

 (a)        To encourage, foster, promote, sponsor, and advance the development of education and educational programs, courses, seminars and materials in the field of purchasing and supply management and all the subjects related thereto.

 (b)        To establish, develop, conduct and make available educational courses and similar programs of instruction for the benefit of the general public and members of ISMGB on the subject of purchasing and supply management and all subjects related thereto.

 (c)        To conduct, sponsor and encourage research and study in the field of purchasing and supply management and all subjects related thereto and to make available to the general public and members of ISMGB the results of such research and study.

 (d)        To develop and encourage standards of personal and ethical conduct among persons engaged in the purchasing and supply management profession.

 (e)        To promote and encourage for the benefit of the general public and the members of ISMGB an educational certification program pertaining to the field of purchasing and supply management and all subjects related thereto.

 (f)        To cooperate and consult with educational institutions in the development of educational courses and similar programs of instruction for the education of persons interested in the study of purchasing and supply management and all subjects related thereto.

 (g)        To develop through research, education, discussion, and the exchange of information, a better public understanding of purchasing and supply management and all subjects related thereto.

 (h)        To publish for the benefit of the general public and the members of ISMGB writings, papers, books, periodicals, pamphlets, electronic communication, and other educational resources to advance the study, training, skills, learning, and the knowledge of persons interested in the field of purchasing and supply management and all the subjects related thereto.

  (i)        To encourage and stimulate public interest in the field of purchasing and supply management and all subjects related thereto by means of programs conducted to educate the general public and members of ISMGB.

 (j)       To collect and disseminate by all lawful means information of interest and educational benefit to its members,including surveys and reports of current business trends and other information of educational interest to the purchasing and supply management profession.

 (k)        To be affiliated with the Institutefor Supply Management, Inc.and other associations or organizations interested in the field of purchasing and supply management and all subjects related thereto, and to cooperate, collaborate and exchange information by all lawful means with such associations, institutions, and organizations throughout the United States and all foreign countries.

 (l)         To cooperate,collaborate and exchange information by lawful means with professional, trade and other associations and organizations of persons engaged in the purchasing and supply management professionand to advance public relations with governmental agencies and the public in general concerning the purchasing and supply management profession.

 (m)      To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof and not for the pecuniary profit or financial gain of its members,directors or officers, except as otherwise permitted by the laws of the Commonwealth of Massachusetts.

 In the accomplishment of these purposes, it shall be the policy of ISMGB to comply at all times with all existing and future laws,including the antitrust laws and in furtherance of this policy, no activity or program shall be sponsored or conducted byor within ISMGB which in any manner whatsoever shall represent or be deemed a violation of anyexisting or future law.

    

ARTICLE III

AFFILIATION WITH ISM

 SECTION1.  General.ISMGBshall be affiliated with the Institute for Supply Management, Inc. (hereinafter referred to as “ISM”) and the Bylaws of ISMGB, including all Amendments thereto, shall be maintained in general consistency with the Bylaws of ISM.

 SECTION2.  ConditionsofAffiliation. ISMGBshall be obligated asacondition ofaffiliationwith ISM to comply with the following:

 (a)        To be incorporated as a nonprofit corporation in accordance with the laws of the Commonwealth of Massachusetts and to be validly existing and in good standing during the period of its affiliation with ISM.

 (b)        To cause these Bylaws to conform at all times with the ISMBylaws and ISM Policy, including without limitation,the provisions hereof with respect to the purposes of ISMGB and eligibility for membership.

 (c)        To perform all necessary procedures concerning the review and approval of all applications for membership in ISMGB and ISM.

 (d)        To resolve all questions concerning eligibilityfor membership in ISMGB and ISM in a fair and impartial manner in accordance with procedures established from time to time byISMGB.

 e)         To collect dues from members of ISMGB and to remit to ISM all dues required by Article IV of the ISM Bylaws.

 (f)        To comply at all times with ISM Policy as it may be adopted from time to time by the ISM Board of Directors including without limitation,the ISM Statement of Antitrust Policy and Guide For Antitrust Compliance.

 (g)        To obtain approval of ISM as required with respect to any proposed amendments to these Bylaws.

 

SECTION 3.   SuspensionorTerminationofAffiliation.  ISMGB affiliation with ISM may be suspended by the ISM Board of Directors for violation of or failure to comply with the ISM Bylaws,including specifically, bu twithout limitation, provisions respecting payment of dues, eligibility of members and observance of ISM policiesasmaybe adoptedby the ISMBoardofDirectorsfromtimeto time.Anychargeofviolationor failureto comply under this Section shall be firstpresentedto ISM. If ISM shall determine that the charges are well founded, after ISMGB has been given reasonable notice of such charges and an opportunity to present a defense to the same,the charges shall be referred to the ISM Board of Directors for action together with the recommendations of ISM. If ISMGB is suspended or terminated it maybe reinstated by the ISM Board of Directors at any time subsequent to such suspension or termination upon a proper showing of good cause to justify a reinstatement of affiliation with ISM.

 

ARTICLE IV

MEMBERSHIP

 

SECTION 1. RegularMembers. A person shall be eligible to be a Regular member of the Association who satisfies the eligibility requirements of a Regular member of an Affiliated Association as defined by ISM, as amended from time to time. Regular members of this Association shall have the right to cast one vote on all questions which require a vote of the Regular members of this Association other than those Regular members who, pursuant to the ISM Bylaws, as amended from time to time, do not have voting rights. Regular members’ categories of eligibility requirements are:

 

  1. Any person in charge of a purchasing or supply operation or related department essentially concerned with purchasing or supply management in all of their phases.

                                                                                                                         

  2. A member of such department or organization having responsibility for purchasing, purchasing research, value analysis, inventory control, supply management or other activity or function other than a routine clerical or record keeping function which is directly related to purchasing or supply management, including industrial, wholesale, retail, government, educational, healthcare, or other service segments not identified in the above classifications.                                                                                                                         

  3. Professional employee or contractor who administer affairs for ISMGB.                                                               

  4. A person with a full time appointment as a teacher, research specialist, department head, director, or dean of a college, university, or other academic institution whose academic responsibility includes purchasing management or supply management or other related fields or subjects.                                                                     

  5. Regular members whose dues are currently paid on a continuous basis and who are not employed in any capacity shall continue to be eligible for membership.                     

  6. Retired Regular members whose dues are currently paid on a continuous basis.              

  7. A person engaged primarily in the business of providing consultant services in the field of purchasing and supply management provided the consultant member, as a condition of membership, does not solicit engagements of Regular or non-voting members of ISMGB.           

                                                        

  8. Non-resident members or persons otherwise qualified for Regular membership in ISMGB, but who reside sixty (60) miles or more from Boston shall be eligible for non-resident membership. A non-resident member shall have right to vote and hold office. Non-resident members shall pay the charge for each dinner attended.                                                                                                                             

  9. Life member of ISMGB shall be a person who has been a member of ISMGB, or its predecessors, for a continuous period of ten years or more, and has retired from all regular employment, and who may be elected to this class of membership by a majority vote at a meeting of the ISMGB Board of Directors. Life members may receive publications and services of ISM upon application through ISMGB. A life member may vote and hold office. Life members shall not be required to pay the charge for dinners.

 

SECTION  2.  Dual Membership.   Dual membership may be afforded to individuals who meet the same criteria as Regular Members and hold Regularmembership in ISM through another affiliated association. Dual Members may vote and hold office in ISMGB.

 

SECTION  3. Dues-FreeMembers.  Dues-Free members include:

 (a)        Academic Members. A person with a full-time appointment as a teacher, research specialist, department head, director or dean of a college, university, other academic institution whose academic responsibility includes supply management or other related fields or subjects. Academic members are Regular voting members.

 (b)        Student Members.  An undergraduate or graduate student enrolled full-time in an accredited community college or four-year college or university may receive all the benefits of membership in ISM and ISMGB, and shall not be required to pay dues. Student members are Regular non-voting members and will be required to pay the charge for each dinner attended.

 (c)        SpecialMembership Extension.  Membership will be extended up to an additional 12 months without requiring payment of ISM dues for persons who have been a member of ISM and are unemployed for six months, excluding first-time membership applicants, provided that ISMGB also waives the affiliate dues. Dues free membership will be extended to those members serving in full- time active military duty for the length of their service, provided that ISMGB also waives the affiliate dues. They are Regular voting members.

 (d)        Honorary Members. In recognition of distinguished or unusual service rendered to the purchasing and supply management profession. ISMGB may confer honorary membership upon individuals not qualified for Regular membership. Such membership may be conferred upon approval by the Board of Directors of ISMGB and at their discretion, ISMGB may require acceptance by their general membership. Election to honorary membership shall be for such a period as ISMGB may designate ,but the Board of Directors of ISMGB shall have the authority and duty to revoke the honorary membership of any individual whenever they shall determine that continuation of the honorary membership would be inconsistent with the policies and objectives of ISM or ISMGB. Honorary members are non-voting members and shall not be required to pay the charge for dinner.

 (e)        Life member per Section 1 Paragraph (i).

 

SECTION 4.  Associate Members.   A person who satisfies the eligibility standards of Article IV, Section 1. Associate Members are voting members of ISMGB only, and are due all the rights and benefits of ISMGB. Associate members shall not be required to pay the charge for dinner.

 

SECTION 5. Non-voting Membership.  ISMGB shall have the following non- voting membership classes which shall not represent Regular membership in ISM nor entitle any member of such class to hold office in ISMGB, nor to serve as Chair of ISMGB's Committees:

 (a)        Honorary Members as described in Section 3(d) of this article.

 (b)        Student Members are Regular non-voting members as described in Section 3 (b)of this article.

 

SECTION 6.  Admission of Members.  Admission of all applicants for membership in ISMGB shall be in accordance with the following procedures:

 (a)        Application for membership shall be submitted upon the application form.

 (b)        Application shall then be forwarded directly to the Executive Committee for review and/or approval.

 (c)        Upon review and/or approval b ythe Executive Committee,and payment of dues if necessary,the applicant shall become a member in good standing and classified according to the ISMGB Bylaws ArticleIV Membership sections 1, 2, 3, and 4.

 (d)        The application for Regular membership shall be sent to ISM, accompanied by the payment of such fees and dues as may be required.

(e)        Membership is vested in the individual and is not transferable.

 

SECTION 7. Denial of Membership. ISMGB has the right to deny membership to any applicant who fails to satisfy the eligibility requirements for any class of membership according to ISMGB Bylaws ArticleIV, Membership,Sections 1, 2, 3, and4. Denial of membership shall occur only after the applicant has been advised of the proposed denial of membership and has been given an opportunity to submit proof in support of eligibility for membership in the association. An applicant denied Regular membership in ISMGB may appeal to the ISM Affiliate Support Department.Except for rare and extraordinary circumstances, the decision of the Affiliate Support Department concerning denial of Regular membership will be final and binding and will not be considered by the ISM Board of Directors.

 

SECTION 8. Expulsion of Members. ISMGB shall have the right to expel a member of any classification from membership in ISMGB for nonpayment of dues or for violation of the provisions of these Bylaws, the ISM Bylaws,the ISM Policies, the ISM Policy Manualf or Special Interes tGroups and Forums, the ISM Standards of Conduct or such other statements of policy as may be adopted by ISMGB or the ISM Board of Directors from time to time.

 Expulsion for any reason other than no npayment of dues shall occur only after the member has been advised of the proposed expulsion,and the reasons therefore,and has been given an opportunity to submit proof in support of continued membership inISMGB. A member expelled from membership in ISMGB shall be given written notice of such expulsion an dshall be advised in writing that he or she mayappeal the action taken by ISMGB to ISM byfiling a notice of intent to appeal to ISM.

 Upon receipt of a timelyfiled notice of appeal, ISM shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in ISMGB. The decision of ISM concerning expulsion of a non-voting member shall be final and binding.

 A member expelled for any reasons other than nonpayment of dues shall forfeit any dues paid beyond the date of expulsion.

 

SECTION 9.  Reinstatement.  A former member of ISMGB, whether a resigned or expelled member desiring reinstatement of membership,maybe reinstated as a member of ISMGB upon showing proof of eligibility and paying all current year's dues less any forfeited under Section 8 above (and an administration fee or similar charge maybe imposed byISMGB from time to time).

 The procedure for an appeal of an adverse determination to reinstate a former member shall be the same as provided in Section 7 of this Article,provided,however,an appeal to reinstate membership maynot be taken in the same calendar year in which a nappeal has been decided by ISM concerning the expulsion of the same membe rseeking reinstatement.

 

SECTION 10.  Resignation. Anymember of ISMGB may resignbyfiling a written resignation with ISMGB, but such resignation shall not release the member so resigning of the obligation to payany dues or other charges theretofore accrued but unpaid.

 

SECTION 11. Transfer of Membership.  Membership in ISMGB shall be vested in the individual member of ISMGB, and cannot be transferred or assigned to any other person by such member.

 

ARTICLE V

DUES AND ADMINISTRATIVE CHARGES

 

SECTION 1.  Amount.  The amount of annual dues for Regular members, Associate members, and each class of non-voting members of ISMGB shall be determined from time to time by the Board of Directors of ISMGB. Annual dues for Regular members of ISMGB shall include an amount equal to the annual dues in effect from time to time for membership in ISM. ISMGB may deduct from payments to ISM amounts equivalent to dues for Regular members whose qualifications for membership are setforth in Section 3(c) of Article IV on condition that the ISM Board of Directors has waived all ISM dues with respect to such members.

 

SECTION 2.  Payment.  Duesfor Regular and non-voting members in ISMGB shall be assessed on a calendar year basis and shall be payable in advance of or on May 1s teach year.  Members elected to membership in the Association at anytime during a calendar year shall be required to pay a proportionate amount of the annual dues in effect at the time of the irelection to membership which amount shall be payable commencing on the first of the month for the month in which theyare elected to membership in ISMGB.

 

SECTION 3.  Nonpayment of Dues.   A member of ISMGB whose dues are sixty (60) days in arrears maybe expelled from membership in the Association and ISM upon notice by ISMGB to such member, such expulsion to be effective upon the date of such notice.  A member expelled from membership for nonpayment of dues maybe reinstated upon full payment of all delinquent dues (plus payment of an administrative fee or similar other charge which maybe required from time to time by ISMGB).

 

SECTION 4. Schedule of Dues.  ISMGB shall cause each member to be notified of the Association on or before April 1st of each year an invoice for the annual dues payable for that category of membership for the coming membership period. Membership dues are payable in advance. (The mailing of the schedule of dues described in this Section shall not preclude ISMGB from causing a change in the amount of any dues setforth on such calendar year provided such change is made effective on or after the date such change in dues is approved by ISMGB in accordance with these Bylaws).

 

ARTICLE VI

BOARD OF DIRECTORS

 

SECTION 1. Authority and Responsibility.  The governing body of ISMGB shall be the Board of Directors. The Board of Directors shall have general charge,management and control of the affairs,funds and properties ofI SMGB and, subject to the provisions of these Bylaws and any contrary statement of policy enacted by vote oft he members of ISMGB, shall have authority to take such action in matters of policy and procedure as, in its judgment, will best promote the interests and welfare of the Association, including authority to promulgate, amend or rescind in whole or in part all statements of ISMGB policy as they may exist from time to time.

 

SECTION 2.  Membership.   The Board of Directors shall consist of the President, Vice President - Professional Development, Vice President - Membership, Vice President – Finance and Treasurer, Managing Director, and not less than (5) and not more than (8) Directors, one of whom shall be the Immediate Past President. All members of the Board of Directors must be Regular members of ISMGB.

 

SECTION 3.  Election.   Officers and Directors shall be elected by voting members of ISMGB at their annual meeting in accordance with Article VII hereof. 

 

SECTION 4.  Term of Office.   Officers and Directors shall be elected to serve two (2) years.  Assumption of office shall take place after the close of the Annual Meeting, and continue until the close of the Annual Meeting the following year.

 A member of the Board of Directors may be removed for cause by a vote of the majority of the members of the Board of Directors.  For purposes of this Section, “for cause” shall mean misfeasance or nonfeasance in this office.

 

SECTION 5. Vacancies.  Vacancies in the Board of Directors shall be filled for the unexpired term thereof, by vote of the remaining members of said Board from candidates selected by the Board Members.

 In the event of a vacancy in the office of Presidentor Vice President, resulting from death, resignation, disqualification or permanent inability to serve, the position will be filled through succession as listed in Section 2 above.

 

SECTION 6.  Meetings.  The Board of Directors shall meet as frequently as necessary to transact association business. The meetings will generally take place monthly. Meetings may be called by the President, Officers, or by any five Directors, upon thirty (30) days written notice to each member of the Board of Directors, of the intention to hold such a meeting. Notice of the meetings of the Board of Directors, outlining the business to be considered, shall be communicated by the Managing Director to each member of the Board of Directors within the time period for notice of a meeting as required herein. Notice of any meeting of the Board of Directors may be waived in writing by any member of the Board of Directors before or after such meeting and any member of the Board of Directors attending a meeting and not objecting to any lack of notice shall be deemed to have waived such notice.

 The office of any Board member or Officer shall be deemed to have been vacated if that Board member or Officer shall not be present for at least 60% of the Board meetings or shall be absent for three consecutive meetings.Upon a vote of the Board of Directors that office may then be filled according to Section 5 above.

 

SECTION 7.  Authority to Act Without a Meeting.  Except as otherwise provided in these Bylaws, the Board of Directors may upon initiative of the President, with the written consent of each member of the Board of Directors, take any action without a meeting that it might take at a meeting duly held.

 

SECTION 8. Board Action by Conference Call.   Any one or more members of the Board of Directors or of any committee thereof, may participate in a meeting of the Board of Directorsor committee by means of a conference telephone or similar equipment which enable all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

 

SECTION 9.  Quorum and Voting.  At all meetings of the Board of Directors, a quorum necessary for the transaction of business shall be a majority of all of the Board of Directors. Except as otherwise provided in these Bylaws, the vote of a majority of the Board of Directors present at the time of a vote, if a quorum is present at such a time, shall be the act of the Board of Directors.

 Voting rights of a member of the Board of Directors shall not, under any circumstances, be delegated to another nor exercised by proxy except as provided in Section 7 of Article VII. Members of the Board of Directors have a duty to vote upon all matters before the Board in a fiduciary capacity as required under the law of the Commonwealth of Massachusetts which will promote the interests and welfare of the Association and its membership as a whole. Accordingly, any action or vote taken by any group, council, or other organizational body of ISMGB shall not be binding on any member of the Board of Directors.

 

SECTION 10.  ExecutiveCommittee.   The Board of Directors at any regular meeting, or at a special meeting called for the purpose, may appoint an Executive Committee of the Board of Directors. The Executive Committee will consist of the President, Vice President -Professional Development, Vice President - Membership, Vice President – Finance and Treasurer, and the Managing Director. The Executive Committee will be presided over by the President who will call the meetings of the Executive Committee, designating the time and place and the matters to be discussed and acted upon. The Executive Committee shall have the authority, as directed by the Board of Directors, to act on the business and administrative matters in place and stead of the Board of Directors between meetings of the Board of Directors, except those specifically reserved to the Board of Directors by these Bylaws. Actions of the Executive Committee shall be reported to the Board of Directors for ratification at the next Board meeting.

 

ARTICLE VII

OFFICERS

 

SECTION 1.  Officers.   The Officers of ISMGB shall be the President,Vice President - Professional Development,VicePresident - Membership, and Vice President – Finance and Treasurer.

 

SECTION 2.  Election.  The Officers shall be elected by the Regular members of ISMGB at their Election Meeting held in accordance with Article XI hereof. All Officers shall serve and perform the duties of their office until their successors have been duly elected or appointed, as the case may be, and assume office in accordance with these Bylaws.

 

SECTION 3. Duties of President.  The President shall be Chief Executive Officer and Chairman of the Board of Directors and shall exercise general supervision over the executive affairs of ISMGB. He or she shall preside at all meetings of the ISMGB membership and of the Board of Directors and shall be a member,ex-officio, of all committees. The President shall have,in addition, the duties made incumbent upon the office by any other provision of these Bylaws and which maybe assigned by the Board of Directors.

 

SECTION 4. Term of Office of President.  The term of the office of the President shall commence at the close of the Annual Meeting next following his or her election and shall terminate at the close of the Annual Meeting next following and upon qualification and assumption of office by his or her successor, provided however, if a successor has not been duly elected or fails to assume office, the President shall continue to serve until a successor has been duly elected and assumes office.

 

SECTION 5.  Qualifications of President.   The President must be a resident of the United States, and must at the time of election and throughout the tenure of office be a Regular member of ISMGB, and must have been for at least five (5) years; the termination of such membership shall disqualify the candidate or incumbent. The President must also qualify to be bonded.

 

SECTION 6.  Alternate to the President.   In the event of the temporary inability of the President to perform duties of office, resulting from illness or any other cause, the Board of Directors shall promptly elect an alternate from its own number to serve until the President shall be able to resume the duties of office. The Managing Director of ISMGB shall act as election commissioner and balloting shall be conducted in accordance with Section 5 of Article VII. The election may be held at a regular or special meeting of the Board of Directors.

 

SECTION 7. Vacancy in the Office of President.   In the event of a vacancy in the office of President resulting from death, resignation, disqualification, or permanent inability to serve, the Board of Directors shall promptly elect a successor from its own number for the unexpired term. The Managing Director of ISMGB shall act as election commissioner and balloting shall be conducted in accordance with Section 5 of Article VII. The election may be held at a regular or special meeting of the Board of Directors.

 

SECTION 8.  Immediate Past President.   The President of ISMGB at the conclusion of his or her term of office, shall immediately succeed to the office of Immediate Past President, which office shall have the powers and duties set forth in Section 9 of this Article.

 

SECTION 9. Duties of Immediate Past President.   It shall be the duty of the Immediate Past President to serve as a Director, as a member of the Finance Committee, and to provide counsel and advice to the President and the Board of Directors as they may request.

 

SECTION 10. Term of Office for Immediate Past President.  The term of office for the Immediate Past President shall commence at the close of his or her term as President and shall terminate at the close of the Annual Meeting next following and upon qualification of his or her successor. In the event of a vacancy in the office of Immediate Past President resulting from death, resignation, disqualification, or permanent inability to serve, the office shall remain vacant for the unexpired term and until the then President of ISMGB concludes his or her term of office and succeeds to the office of Immediate Past President in accordance with Section 8 of this Article.

 

SECTION 11. Duties and Qualifications of Vice Presidents.  In the absence or disability of the President, the Vice President - Professional Development shall act in the President’s place. In the event of such absence, disability or succession, the Vice President - Membership shall act in the place of the Vice President - Professional Development and shall stand ready to assume the office of the President in the event that both the President and Vice President - Professional Development should no longer be able to act in that capacity.

 The Vice President - Professional Development, Vice President - Membership, and Vice President – Finance and Treasurer shall be the Chairpersons of the Committee Groups and shall be responsible, with the approval of the President, for the appointment of Chairpersons for each Committee within their assigned organizations and the discharge of the duties and functions of each committee within their assigned Committee Groups.

 The Vice President – Finance and Treasurer shall have the authority to sign drafts upon the treasury of ISMGB. The Vice President – Finance and Treasurer may be required to give bond for the proper performance of this duty in such amount and with such surety as the Board of Directors may require. The premium of such bond is to be paid by ISMGB.

 The Vice President - Membership shall have authority to sign drafts upon the treasury of ISMGB in the absence of the Vice President – Finance and Treasurer. The Vice President - Membership may be required to give bond for the proper performance of this duty in such amount and with such surety as the Board of Directors may require. The premium on such bond is to be paid by ISMGB.

 The qualifications of the Vice Presidents shall be the same as the qualifications of President as set forth in Section 5 of this Article, except they are required to have three (3) years of Regular membership in the Association immediately prior to their election.

 

SECTION 12.  Vice President – Finance and Treasurer.  In addition to the duties described in Section 11 of this Article, and as outlined below, the Vice President – Finance and Treasurer shall perform such other duties which may be assigned by the ISMGB Board of Directors.

 1.  To arrange for the annual audit of the books of ISMGB and to report the same to the Board of Directors.

 2.  To be responsible for directing investment recommendations and for the purchase and sale of investments as determined by the Board of Directors in accordance with Section 4 of Article IX.

 3.  To review and recommend to the Board of Directors the annual budget for ISMGB with responsibility to maintain expenses of ISMGB within the limits of the approved budget.

4.  The President shall approve all disbursements, except that in his or her absence, such disbursements may be approved by the Vice President - Professional Development.  In the event of a vacancy in the office of Vice President – Finance and Treasurer resulting from death, resignation, disqualification or permanent inability to serve, the President shall be authorized to appoint a successor to perform any of the duties of the respective office until an appointment is approved by the Board of Directors in accordance with Article VII, Section 5.

 

SECTION 13.  Managing Director.   The Managing Director shares with the Board of Directors the responsibility to coordinate the activities of ISMGB, providing the needed leadership and stimulation to assure the vision of maximum possible service to its members. Within any limitations set by the Board of Directors, the Managing Director has overall profit and loss responsibility for the management of ISMGB’s business and that of its publications, trade shows, etc., maintaining adequate business records in accordance with accepted accounting procedures and the needs of the Association. The Managing Director shall be appointed by and hold office at the will of the Board of Directors or under contract with the Association through the Board of Directors. The Board of Directors shall determine the compensation of the Managing Director and specify the term of appointment, and shall have authority to terminate such appointment at any time for causes which the Board of Directors may deem sufficient subject to the terms of any contract with the Managing Director then in force.

 (a) Qualifications of the Managing Director. The Managing Director shall be sufficiently well qualified in the areas of experience, education, judgment, and human relations to perform the duties of his or her office efficiently and proficiently.

 

SECTION 14.   Duties of the Managing Director.   The Managing Director shall manage ISMGB’s office and publications, establishing annually for the Board’s approval and in cooperation with the Finance Committee, a budget of income, costs and expenses. Within the budget limits, the Managing Director is responsible to operate the business of ISMGB; hire, compensate and terminate employees; commit ISMGB for purchases and services within limits of ISMGB purchase order policy; and take actions he or she feels necessary to assure its effective and profitable operation. The Managing Director shall:

 

  1. Attend and suitably record in permanent form the proceedings of all meetings of ISMGB, and of the Board of Directors, and shall perform such other duties as may be assigned by the Board of Directors

     

  2. Have custody of the seal and keep a proper record of the membership, and such other records and books of accounts as may be necessary to record suitably the business of ISMGB.

     

  3. Subject to such delegation by the Vice President – Finance and Treasurer, collect all monies due ISMGB, keep a correct account thereof, and acting for the Vice President – Finance and Treasurer, shall deposit said monies in the name of ISMGB at least weekly, in such banks and types of deposits as may be approved by the Board of Directors.

     

  4. Render a true and complete signed report relative to the affairs of this office, if acting under a delegation by the Vice President – Finance and Treasurer, including a statement of all monies received, and its source, also the amount of money due ISMGB, but not collected, at the Annual Meeting, and to the Board of Directors whenever requested.

     

  5. Make available records and books of account at all times open to inspection by any member of the Board of Directors and to the Auditors appointed by the Board of Directors.

     

  6. Give bond, if required, for the proper performance of his or her duties in such amount and with such surety as the Board of Directors may require, the premium on such bond to be paid by ISMGB.

     

  7. Deliver over to a successor in office all monies, books, documents, seal, and any other property belonging to ISMGB in his or her possession or for which he or she may be accountable.

     

  8. Edit and cause to be published all magazines, periodicals, publications, communications, notices, meeting calls and transact all business incidental thereto or to the conduct of product shows and exhibits, including any sales and solicitations therefor.

     

  9. Maintain job listings of available openings that come to ISMGB’s attention for the convenience and career and promotional opportunities of interested personnel.

     

  10. Handle official correspondence as directed by the Officers of the Board of Directors.

     

  11. Recommend to the Board of Directors for their approval, adequate insurance for ISMGB and its Board of Directors against property to public and employee liability loss.

  12. Administer and execute other business as needed and directed by ISMGB’s Officers and Board of Directors.

 

ARTICLE VIII

COMMITTEES

 

SECTION 1. Standing Committees.  The following standing committees or committee groups shall be established within ISMGB.

 

  1. Membership Committee

     

  2. Professional Development Committee

     

  3. Finance Committee

     

  4. Nominating Committee: A committee of at least five (5) members shall be appointed by the President no later than ninety (90) days prior to the Election Meeting. Not more than one (1) member of this Committee shall be a member of the Board of Directors. The Nominating Committee shall select from the Regular membership the names of individuals with appropriate qualifications for the various offices and Board of Directors vacancies for the coming year. After examination of the credentials of the selected members and obtaining of the consent, the names of such consenting nominees for the various offices, and Directors for the ensuing year, shall be sent by the Nominating Committee to the Managing Director, by whom such list of nominees shall be announced at the regular meeting immediately preceding the Annual Meeting.

 

SECTION 2. Special Committees.  The President with the approval of the Board of Directors, shall appoint other special committees, subcommittees or task forces as may be deemed necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such special committee shall be prescribed by the President and Board of Directors upon their appointment.

 

 

ARTICLE IX

FINANCES

 

SECTION 1. Fiscal Year and Association Year.  The fiscal year and Association year shall begin on May 1st of each year and terminate onApril 30th of the following year.

 

SECTION 2. Appropriations.   Appropriation of funds from ISMGB will be made only by the Board of Directors in the annual budget and shall be appropriated to such funded accounts where the Board reasonably believes there will be need to be expenditures. It shall not contract indebtedness in excess of available funds in the treasury not otherwise required or previously appropriated except for payment of dues to ISM.During theappropriation year, itshall be necessaryfor eachfunded accountto receive Board of Director's approval if it should become necessary to exceed its allocated amount in the annual budget.

 

SECTION 3.  Audit.   All records related to the finances of ISMGB shall be audited annually by a certified public accountant within five (5) months after the close of each fiscal year. A report of this audit shall be mailed to each member of the Board of Directors. The auditor or firm of auditors, shall be selected by the Board of Directors.

 

SECTION 4. Investments.   Investments shall be made as follows:

 

  1. Investment of other ISMGB Funds. The funds of ISMGB in excess of current liabilities may be invested as determined and directed by the Board of Directors.

 

  1. Exemption. Members of the Board of Directors determining and directing investments as provided in this Section shall be exempt from all personal liability for the results of investment decisions made in good faith.

     

  2. Powers Regarding Voting Shares and Disbursements. The Board of Directors shall have full power and authority to vote in its discretion any and all voting shares of any investment owned by ISMGB. Disbursements from temporary reserve funds shall be made as directed by the Board of Directors.

 

 

ARTICLE X

                 MEETING OF ISMGB MEMBERS

 

SECTION 1. ANNUAL MEETING.  The annual meeting of ISMGB membership, for the purpose of the installation of Officers and Directors, and for such other business as shall have been specified in these Bylaws, shall be held in May or June of each year at such place and on such date as may be determined by the Board of Directors. Written notice thereof shall be given to all members at least thirty (30) days prior thereto. The Board of Directors may by two-thirds vote, cancel or postpone the Annual Meeting of the ISMGB membership if any emergency arises which in its judgment makes the holding thereof inadvisable or not in the best interest of ISMGB.

 

SECTION 2. ElectionMeeting.   The Election Meeting of ISMGB shall be held no later than the meeting immediately preceding the Annual Meeting. At this meeting, the membership will vote to approve nominations for Officers and Directors as proposed in accordance with Article VIII, Section 1 (d).

 

SECTION 3. SpecialMeetings.  Special meetings of ISMGB membership may be called by the Board of Directors provided, however, all membership shall be given at least thirty (30) days written notice of such proposed meeting.

 

SECTION 4. Regular Meetings.  For purposes of determining a regular and legal meeting, there shall be present at any meeting of ISMGB at least fifteen (15) percent of the Regular Membership of that date.

 

SECTION 5. Board of Director Meetings.  A legal meeting of the Board shall constitute a majority of said body.

 

SECTION 6. Order of Business.  The order of business at any business meeting of ISMGB or its Board of Directors shall normally include, but not be limited to, the following:

 

  1. Approval of minutes of previous meeting

     

  2. Report of Officers

     

  3. Report of Committees

     

  4. Reading of communications from ISM

     

  5. Election of Officers

     

  6. Review of new members

     

  7. Old business

     

  8. New business

     

  9. Adjournment

 

At any meeting of ISMGB membership, the order of business shall be as stated on the agenda for such meeting furnished with the notice of such meeting required by this Article. It shall be up to the discretion of the President or other Chairperson of the meeting concerned to eliminate any of the above items of business which he or she does not consider applicable or necessary; provided that such action is not challenged from the floor, on a point of order with the vote which results therefrom demanding the inclusion of such item or items.

 

SECTION 7. Parliamentary Rules.  At all meetings of ISMGB, including the Board of Directors and the ISMGB membership, all questions of procedure shall be determined under Roberts’ Rules of Order when not in conflict with these Bylaws.

 

SECTION 8. Voting.  On all questions or issues presented for a vote at the annual meeting or any regular or special meeting of the Association membership, each eligible member whose dues are paid shall be entitled to cast one vote. Except as otherwise required bythese Bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the votes cast at an annual, regular or special meeting of the Association membership entitled to vote there on (provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum required bySection 3 of this Article).

 

SECTION 9. Action by Association Membership Without a Meeting.  Except for the election of the Board, whenever anyquestion or issue is presented to a vote of the members, such vote maybe taken without a meeting by written consents (either by written or electronic transmission) setting forth the action so taken and signed by a majority of members casting a vote, provided the number of consents is equal to or greater than the quorum requirement under Section 3 of this Article for a meeting of the members.

 

 

ARTICLE XI

DISSOLUTION

 

SECTION 1.  Dissolution.  ISMGB maybe dissolved upon adoption of a plan of dissolution and distribution of assets adopted bythe Board of Directors and approved by the eligible members of ISMGB in accordance with the Not-For-Profit Corporationlaws of the Commonwealth of Massachusetts, as amended from time to time.

 

SECTION 2. Dedication of Funds.  ISMGB shall useits funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed,to the members of ISMGB. On dissolution of ISMGB, any funds remaining shall be distributed to one or more regularly organized and qualified organizations engaged in the promotion or education of the purchasing and supply management profession to be selected bythe Board of Directors.

ARTICLE XII

CHAPTERS

 

SECTION 1.  Location.  ISMGB may establish chapters for members who are located in geographical areas distant from the designated meeting place for regular meetings.

 

SECTION 2.  Member Groups.  ISMGB may establish chapters for members who have special affinities (e.g., students, industries).

 

SECTION 3.  Approval.  The ISMGB Board of Directors determines the need, the organizational structure and approves the operating procedures for chapters within the guidelines of these Bylaws.

 

ARTICLE XIII

INDEMNIFICATION

 

SECTION 1.  Litigation.  This Association shall indemnify any directoror officer, made or threatened to be made, a partyto an action or proceeding, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind,domestic or foreign or any partnership,joint venture,trust, employee benefit plan or other enterprise,which any directoror officer of this Association served in any capacity at the request of this Association, by reason of the fact that he or she,his or her testator or intestate,was a director or officer of this Associationor servedsuchother corporation,partnership,jointventure,trust, employee benefit plan or other enterprise in any capacity,against judgments,fines,amounts paid in settlement and reasonable expenses,including attorneys' fees,actually and necessarily incurred as a result of such action or proceeding or an yappeal therein;provided,however, that no indemnification shall be made to or on behalf of any director or officer if a judgment or adjudication adverse to the director or officer establishes that his or her act was committed in bad faith or the result of active and deliberated is honesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage in which he or she is not legally entitled.

 

SECTION 2.  Authorization.  Any indemnification made pursuant to Section 1 of Article XIII hereof,shall be made by this Association if authorized in one of the following ways:

 

(a)        By the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has not violated the standard of conduct as set forth in Section 1 ofArticle XIII hereof; or

 

(b)        If a quorum under subparagraph(a) above is not obtainable or even if obtainable,a quorum of disinterested directors so directs:

 

(1)        By the Board upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the standard of conduct setforth in Section 1 of Article XIII has not been violated by such director or officer or

 

 

(2)        By the members upon a finding that the director or officer has not violated the standard of conduct setforth in Section 1 of Article XIV.

 

SECTION 3.  Expenses Incurred.  The Association shall pay expenses incurred in defending a civil or criminal action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such directoror officer to repay such amounts as and to the extent,the person receiving such advancement or allowance is ultimately found, not to be entitled to indemnification or, where indemnification is granted,to the extent the expenses so advanced by this Association exceed the indemnification to which he or she is entitled.  If any action with respect to indemnification of directors and officers is taken,then this Association shall, no tlater than the next Annual Meeting,unless such meeting is held within three (3) months from the date of such action and, in any event within fifteen (15) months from the date of such action, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the action taken.

 

SECTION 4.  PersonalLiability.  The directors of this incorporated Association shall not be personally liable to theAssociation or its members for damages for anybreach of duty in his or her capacity as such:provided,however,that this provision shall not limit or eliminate the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconductor a knowingviolation or law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated Section 719 of the Not-For-Profit Corporation Law (or appropriate section of applicable law of Massachusetts) or for any act or omission which occurred prior to the adoption of this provision.

 

ARTICLE XIV

AMENDMENTS

 

SECTION 1.  Board Approval.   These Bylaws or the Certificate of Incorporation of ISMGB may be amended only by a vote of the ISMGB membership cast by electronic means, mail, or at any regular or special meeting of the ISMGB membership, or by action without a meeting in accordance with Section 3 of this Article. An affirmative vote of two-thirds (2/3) of the membership present at such a meeting at which a quorum is present, or by two-thirds (2/3) of those casting a ballot by hard copy or electronic mail, of which sufficient quantity must be cast to meet requirements for a quorum (15% of membership), is required to approve any amendments. Before any amendment may be submitted for a vote at any meeting or for action without a meeting it must have received the approval of the ISMGB Board of Directors. All changes will be submitted to ISM, for the record, after final membership approval.

 

SECTION 2.   Notice of Proposed Amendment.  The written notice of a meeting of ISMGB membership required by Sections 1 and 3 of Article X, shall include a copy of the proposed amendment authorized by Section 1 of this Article and shall be mailed, either electronically or by hard copy, not less than thirty (30) days before the date on which the membership meeting is scheduled or the return date of the requested action, whichever is applicable.

 

SECTION 3.   Authorization of Amendments by the Board of Directors.   Notwithstanding any other provisions of this Article to the contrary, any one or more of the following changes to the Certificate of Incorporation may be authorized by action of the Board of Directors without a vote of the ISMGB membership:

 

  1. To specify or change the location of the office of ISMGB.

 

  1. To specify or change the post office address to which the Secretary of State shall mail a copy of any notice required by law.

     

  2. To make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent.

     

End of Document  

ISM Bylaws copy