NAPM-OC Bylaws
Affiliated With ISM
ARTICLE I
Section 1. Name. The name of this Association shall be NATIONAL ASSOCIATION OF PURCHASING MANAGEMENT-Orange County, Affiliated with ISM (Institute for Supply Management™, (ISM)), hereinafter referred to as the Association, a nonprofit corporation organized and existing by virtue of the laws of the State of California 501(c)3.
Section 2. Location. The principal office of the Association shall be located in the County of Orange, State of California.
ARTICLE II
Section 1. The purposes of the Association shall be:
(a) To promote the study, development and application of supply management, including improved procurement or purchasing methods and practices and all matters related to the foregoing (hereinafter referred to as "the supply management profession".)
(b) To foster and promote interchange of ideas; cooperation among its members.
(c) To collect and disseminate by all lawful means information of interest and benefit to its members, including surveys and reports of interest to the supply management profession.
(d) To develop and encourage by all lawful means the practice of high standards of personal and ethical conduct among persons engaged in the supply management profession.
(e) To develop, sponsor, promote and encourage a professional certification program approved by ISM for persons engaged in the supply management profession.
(f) To encourage and cooperate in the institution and development of education courses, seminars, programs and materials on the subject of supply management
(g) To strive by all lawful means to promote and enhance the supply management profession.
(h) To be affiliated with the Institute for Supply Management™, Inc., (hereinafter referred to as ISM) and cooperate with other associations or organizations or persons engaged in the supply management profession throughout the United States and all countries.
(i) To co-operate, collaborate, and exchange information by lawful means with professional, trade and other associations and organizations of persons engaged in the supply management profession, and to advance public relations with governmental agencies and the public in general concerning the supply management profession.
(j) In the accomplishment of these purposes, it shall be the policy of the Association 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 by or within the Association which in any manner whatsoever shall represent or be deemed a violation of any existing or future law, including the antitrust laws, all in accordance with the ISM Statement of Antitrust Policy and Guide for Antitrust Compliance, as amended from time to time by the Board of Directors of ISM.
ARTICLE III
AFFILIATION WITH ISM
Section 1. General. The Association shall be affiliated with ISM in accordance with the procedures set forth in the ISM Bylaws, and the Association shall comply at all times with the ISM policy as it may be adopted from time to time by the ISM Board of Directors and the provisions of this Article III.
Section 2. Conditions of Affiliation. The Association shall be obligated as a condition of affiliation with ISM to comply with the following:
(a) To be incorporated as a nonprofit corporation in accordance with the laws of the State of California and in good standing during the period of its affiliation with ISM.
(b) To cause these Bylaws to conform at all times with the ISM Bylaws and ISM policy.
(c) To perform all necessary procedures concerning the review and approval of all applications for membership in the Association and ISM.
(d) To resolve all questions covering eligibility for membership in the Association and ISM.
(e) To collect all dues from members of the Association 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 the ISM Board of Directors, including without limitation, the ISM Statement of Antitrust Policy and Guide for Antitrust Compliance, may adopt from time to time.
(g) To obtain the written approval of ISM with respect to any proposed amendments to these Bylaws.
Section 3. Suspension or Termination of Affiliation. The affiliation with ISM of the Association may be suspended or terminated by a two-thirds vote of the ISM Board for violation of or failure to comply with the ISM Bylaws, including specifically, but without limitation, provisions regarding payment of dues, eligibility of members and observance of ISM policies as may be adopted by the ISM Board of Directors from time to time. Any charge of violation or failure to comply, under this Section shall be first presented to ISM. If ISM shall determine by two-thirds vote that the charges are well founded, after the Association 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 together with the recommendations from ISM, if any, through the Director from Region 2. Before action may be taken by ISM Board of Directors, the ISM Executive Committee shall review the charges and make a recommendation to the ISM Board of Directors upon the basis of a hearing conducted by the ISM Executive Committee at the principal office of ISM at which time the Association shall have the right to be heard to defend against such charges. If the Association is suspended or terminated it may be reinstated by a two-thirds vote of 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. Regular Members. A person shall be eligible to be a regular member of this Association who satisfies the eligibility requirements of a regular member of an Affiliated Association as defined in the bylaws of the Institute for Supply Management, Inc. (ISM), as amended from time to time. Regular members of this Association shall have the right to cast one (1) 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. (As defined in Article 3, Section 4 of the ISM Bylaws. For ISM Bylaws click on the following link http://www.ism.ws/about/content.cfm?ItemNumber=4735&navItemNumber=5465)
Section 2. Associate Membership Class. A person who satisfies the eligibility requirements of Article III, Section 4 of the ISM™ By-Laws. The Associate member cannot hold an elected office or serve as chair of a standing committee. Associate members may vote on NAPM-OC local issues only. Local NAPM-OC issues are those issues dealing only with the Association and not ISM™ national issues.
Section 3. Honorary Membership. A person not qualified for voting membership, but who has rendered distinguished or unusual services to the supply management profession, and who has been elected to the class of Honorary Member by vote of the Board of Directors of the Association. Election to Honorary Membership shall be for such period as the Association may designate. The Board of Directors of the Association shall have the authority and duty to revoke the Honorary Membership of any individual whenever the Board of Directors of shall determine that continuation of the Honorary Membership would be inconsistent with the policies and objectives of ISM or the Association. An Honorary Member pays no dues and receives no ISM services.
Section 4. Denial of Membership. The Association shall have the right to deny membership to any applicant who fails to satisfy the eligibility requirements for any class of membership provided; however, denial of membership shall occur only after the applicant has been advised of the proposed denial of membership and has been given the opportunity to submit proof in support of his or her eligibility for membership in the Association. An applicant denied membership in the Association shall be given written notice of such denial and shall be advised in writing that he or she may appeal the action taken by the Association to ISM by filing a notice of intent to appeal to at least thirty (30) days prior to the next regularly scheduled meeting of ISM. Upon receipt of a timely filed notice of appeal, ISM shall consider the appeal and shall allow the applicant the opportunity to submit proof in support of the applicant's eligibility for membership in the Association. Except for rare and extraordinary circumstances, the decision of ISM concerning denial of membership shall be final and binding and the denial will not be considered by the Board of Directors of ISM.
Section 5. Admission of Members. Admission of all persons for membership in the Association shall be in accordance with the following procedures:
(a) Applicants may be sponsored by a voting member of the Association and/or sanctioned by the Membership Committee.
(b) The Membership Committee of the Association shall review all applications for membership in the Association.
Section 6. Expulsion of Members. The Association shall have the right to expel a member of any classification from membership in the Association for nonpayment of dues or for violation of the provisions of these Bylaws, the ISM Bylaws, the ISM Policies, the ISM Policy Manual for Special Interest Groups and Forums, the ISM Standards of Conduct or such other statements of policy as may be adopted by the Association or the ISM Board of Directors from time to time. Expulsion for any reason other than nonpayment 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 in the Association. A member expelled from membership in the Association shall be given written notice of such expulsion and shall be advised in writing that he or she may appeal the action taken by the Association to the ISM by filing a notice of intent to appeal to ISM at least thirty (30) days prior to the next regularly scheduled meeting of ISM.
Section 7. Reinstatement. A former member of the Association, whether a resigned or expelled member desiring reinstatement of membership, may be reinstated as a member of the Association upon showing proof of eligibility and paying all current year's dues [and an administration fee or similar charge which may be imposed by the Association 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 6 of this Article, provided, however, an appeal to reinstate membership may not be taken in the same calendar year in which an appeal has been decided by ISM concerning the expulsion of the same member seeking reinstatement.
Section 8. Resignation. Any member of the Association may resign by filing a written resignation with the Association, but such resignation shall not release the member so resigning of the obligation to pay any dues or other charges theretofore accrued but unpaid.
ARTICLE V
GROUPS
Section 1. Purposes and Organization. Members of the Association having common interests as supply management professionals in a particular industry or commercial activity, or common interests in a certain classification of commodities or materials, may organize a Group to promote the interchange of ideas and discussion of mutual problems. The Board of Directors of the Association may provide reasonable procedures and requirements for the formation, recognition, encouragement and operation of Groups, which shall be organized and operated within the Association as a Committee of the Association.
Section 2. Membership. The membership of any group within the Association can consist of all members as defined in Article IV, Section 1. The exception; an associate may vote but may not hold office in that group.
ARTICLE VI
DUES
Section 1. Amount. The Board of Directors of the Association shall review the amount of annual dues for each class of voting members and each class of nonvoting members of the Association annually. If a change is recommended, this amount shall be presented to the members of the association and shall be voted upon by the members of the association. Each voting member whose dues are paid shall be entitled to cast one (1) vote. Except as otherwise required by these bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the members present and voting. Annual dues for voting members, except for Regular Retired member category, of the Association shall include an amount equal to the annual dues in effect at the time for membership in ISM.
Section 2. Payment. Dues in the Association shall be assessed on the Fiscal Year basis and shall be due and payable in advance of June 30. The Fiscal Year is July 1 through June 30.
Section 3. Nonpayment Of Dues. The Association may expel a member of the Association whose dues are in arrears from membership in the Association and ISM upon notice to such member, such expulsion to be effective upon the date of such notice. A member expelled from membership for nonpayment of dues may be reinstated upon full payment of all delinquent dues and related fees.
Section 4. Schedule Of Dues. The Board of Directors shall determine the amount of assessment.
Section 5. Exemption Of Dues. The following categories of membership are exempt from payment of any dues:
(a) Voting members whose qualifications for membership are as a Regular Retired member, teacher, research specialist, department head, director or dean of a college, university or other academic institution, which person is concerned with purchasing, procurement or other related fields, or subjects as a part of his regular assignment but who is not regularly employed as a consultant.
(b) Honorary Members (Article IV Section 3 (b))
ARTICLE VII
BOARD OF DIRECTORS
Section 1. Authority And Responsibility. The governing body of the Association shall be the Board of Directors. The Board of Directors shall have general charge, management and control of the affairs, funds and properties of the Association and, subject to the provisions of these Bylaws and any contrary statement of policy enacted by vote of the members of the Association, 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 Association policy as they may exist from time to time.
Section 2. Membership. The Board of Directors shall consist of ten (10) eligible voting members, five (5) of which are elected officers within the Board.
Section 3. Election. The voting members of the Association at their April meeting in accordance with Article IX, Section 5 hereof, shall elect the Directors. When vacancies in the Board of Directors occur, the President shall, with the approval of the Board of Directors, appoint a consenting eligible voting member to fill the un-expired term.
Section 4. Term of Office. Directors shall be elected for three (3) year terms. If the Director is in the final year of their term, such term shall be extend and be conterminous with the term of President, including President Elect or Past President.
Section 5. Meetings. The Board of Directors shall meet at least once each month. Special meetings may be convened upon the call of the President or any six (6) Directors.
Section 6. Quorum And Voting. A quorum of the Board of Directors meeting shall be a simple majority of the Board Members.
ARTICLE VIII
OFFICERS
Section 1. Officers. The Officers of the Association shall be the President, President Elect, Secretary, Treasurer and Past President.
Section 2. Election. The election of officers shall take place at the May Board of Directors meeting, including the newly elected Directors not yet installed. Both newly elected and outgoing Directors and Officers have voting rights.
Section 3. Duties Of President. The President shall be Chief Executive Officer and Chair of the Board of Directors, and shall exercise general supervision over the executive affairs of the Association. He or she shall preside at all meetings of the Association membership and of the Board of Directors and shall be a member, ex officio, of all Association committees. The President shall appoint an auditor who shall meet with the Treasurer to annually audit the books. A complete report by said auditor shall be given to the Association. The President shall have, in addition, the duties made incumbent upon the office by any other provision of these Bylaws and which the Board of Directors may assign. In the event of a vacancy in the office of President, the President Elect shall assume the office of the President and shall perform all duties of such office for the un-expired term. In the event of inability of both President and President Elect to serve, the Secretary would assume the un-expired term.
Section 4. Duties Of President Elect. The President Elect shall perform such duties as may be assigned from time to time by the President and Board of Directors of the Association, and chair the Finance Committee. In the event of the temporary inability of the President to perform the duties of the office, the President Elect shall perform all duties of the office of President until such time as the incumbent is able to resume the duties of the Office. The President Elect accepts the commitment to be nominated for President in the following year.
Section 5. Duties Of Secretary. The Secretary shall be responsible for the preparation of all minutes of meetings of the Board of Directors and members of the Association. Oversees the maintenance and safekeeping of all corporate and membership records of the Association. Oversees the serving or publication of all notices required by law or by these Bylaws concerning any meeting or any other matter applicable to the Association. Shall perform such other duties as may be assigned from time to time by the President and Board of Directors of the Association or which may be required by law.
Section 6. Duties Of Treasurer. The Treasurer, along with the Finance Committee, shall be responsible for all Association funds, securities, and investment decisions. The Treasurer shall oversee the maintenance of a full and accurate account of all receipts and disbursements in books belonging to the Association; shall cause to be deposited, weekly, all Association funds in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors of the Association; shall cause to be disbursed the funds of the Association by check, countersigned by one (1) other designated officer. The Treasurer shall render to the Board of Directors and members of the Association upon request, but at least annually, an account of all transactions and the financial condition of the Association; and shall perform other such duties as may be assigned from time to time by the President and Board of Directors of the Association or which may be required by law.
Section 7. Duties of Past President. The Past President will act as liaison between the Association and the Affiliate Support Council in the absence of the President or President Elect, and shall serve as a member of the Finance Committee. He or she shall review the Board minutes of the previous year to assure that all Action items that may affect the Bylaws have been forwarded to the Administrative Support Committee, summarize end of year committee reports into a final abstract for the Board of Directors and the Membership, provide guidance and leadership to all committees on an as needed basis; and shall perform such other duties as may be assigned by the President and Board of Directors.
ARTICLE IX
MEETINGS OF THE ASSOCIATION MEMBERS
Section 1. Annual Meeting. Annual meeting of the Association membership shall be held each year at such a place and on such a date as may be determined by the Board of Directors of the Association. Written notice thereof shall be given to all members at least thirty (30) days prior thereto.
Section 2. Regular Meetings. A minimum of ten (10) regular meetings shall be held during the fiscal year. A change of date for the regular meeting for any one-month may be made by action of the Board of Directors.
Section 3. Special Meetings. Special meetings of the Association may be called by the Board of Directors, due notice of which shall be sent to all members. Upon request of one-third of the Voting members, given to the Board of Directors in writing, special meetings shall be called.
Section 4. Quorum. At all annual, regular or special meetings of the Association membership, a quorum shall be the presence at such meeting of at least five percent (5%) of the total voting membership of the Association.
Section 5. Voting. On all questions or issues presented for a vote at any meeting of the Association membership, each voting member whose dues are paid shall be entitled to cast one (1) vote, per Article IV, Section 1. Except as otherwise required by these Bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the members present and voting, including absentee ballots (Article VII, Section 3).
Section 6. Voting by Mail, E-Mail or Fax. By direction of the Board, the Association may send ballots to each fully paid voting member of the Association. Those in charge of the tally must certify and match a list of voting members qualified to vote. Votes received must be a quorum of 5% of voting membership.
Section 7. Absentee Voting. Absentee ballots may be found on the Web Site, or may be requested from the Executive Secretary of the Association. Completed ballots must be in the office of the Executive Secretary not less than 24 hours prior to the scheduled vote. Absentee ballots shall be included in the quorum count.
Section 8. Order Of Business. At any meeting of the Association membership, the order of business shall be at the discretion of the President.
Section 9. Parliamentary Rules. At the meetings of the Association, including the Board of Directors, all questions of procedure shall be determined under Roberts' Rules of Order, Revised, when not in conflict with these Bylaws. The President shall appoint a Parliamentarian. A Parliamentarian shall be a member of the Administrative Support Committee.
ARTICLE X
COMMITTEES
Section 1. Standing Committees. The following standing Committees shall be established with the Association, with chairpersons appointed by the President.
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(a) Administrative Support
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(e) Marketing
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(b) Certification
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(f) Membership
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(c) Finance/Budget
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(g) Educational Resources
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(d) House
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(h) Communications
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The President of the Association shall be authorized from time to time to designate additional committees as a Standing Committee whenever such action is deemed necessary. All Standing Committees shall be approved by the Board of Directors and governed by procedures outlined in the Association's Organization & Procedures Manual. This manual will be reviewed and updated from time to time and submitted to the Board of Directors for approval.
Section 2. Special Committees. The President, with the approval of the Board of Directors of the Association, shall appoint such other Special Committees, subcommittees or task forces as deemed necessary and which are not in conflict with other provisions of these Bylaws. The Board of Directors shall prescribe the duties of any such Special Committee upon their appointment.
ARTICLE XI
FINANCES
Section 1. Fiscal Year. The fiscal year of the Association shall begin on July 1 of each year and terminate on June 30 of the following year.
(a) All expenses must be paid within current fiscal year. Reserves to be set up for these bills and expenses on an accrual basis.
Section 2. Permanent Reserve Fund. The Board of Directors shall maintain a permanent reserve fund, which shall be equivalent to twenty-five percent (25%) of gross income received by the Association during the preceding fiscal year. No disbursements from the permanent reserve fund shall be made except in cases of emergency, and then only upon approval by two-thirds of the entire Board of Directors of the Association.
Whenever the permanent reserve fund shall become less than the stipulated percentage of income by reason of emergency appropriations, the Board of Directors of the Association shall annually set aside not less than three percent (3) of grow income until the required reserve has been restored.
Section 3. Appropriations. Only the Board of Directors of the Association shall make appropriations from the funds of the Association. It shall not contract indebtedness in excess of cash on hand as defined in the fiscal year budget unless defined as an emergency.
Section 4. Investments. All funds of the Association shall be invested or reinvested in such assets as the Board of Directors may determine from time to time in accordance with the following procedures:
The Board of Directors shall be authorized in their sole discretion to retain the services of a qualified investment advisor and to pay compensation to such adviser for investment advisory services with respect to the investment of the Association funds within the limitations imposed by this Section. In the event the Board of Directors authorizes and retains an investment adviser as permitted by this paragraph, all investment decisions described in Section of this Article shall be delegated to such investment adviser and all investments and reinvestments shall be based upon the recommendation of such adviser.
Investment guidelines issued by the Board of Directors shall govern all investment decisions and actions performed by the investment adviser.
ARTICLE XII
DISSOLUTION
Section 1. Dissolution. The Association may be dissolved upon adoption of a plan of dissolution and distribution of assets adopted by the Board of Directors of the Association and approved by the Voting members of the Association in accordance with the Corporation Code of the State of California, as amended from time to time.
Section 2. Dedication Of Funds. The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, nor be distributed to the members of the Association. (On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified organizations engaged in the promotion or education of the supply management profession to be selected by the Board of Directors and Voting members of the Association.)
ARTICLE XIII
AMENDMENTS
These Bylaws may be amended by an affirmative vote of two-thirds of the Voting members present at any regular meeting, or by mail if so directed, providing that such voting members constitute a quorum. A quorum for this purpose is to be not less than five percent (5%) of the total-voting members of this Association present and voting. Proposed changes shall be announced at the regular monthly meeting immediately preceding the meeting at which the vote is to be taken. Such proposed changes shall also be circulated to all members in writing not less than thirty (30) days before the date of the vote to make such changes.
ARTICLE XIV
GRIEVANCESThe Administrative Support Committee shall hear all grievances as to serious violations of the Bylaws and shall recommend final action to the Board of Directors of the Association. The Board of Directors of the Association shall take action as deemed necessary.
Updated 4/15/10
