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CONSTITUTION & BYLAWS Revised May 2007(Article I) Name of the Association The name of the association
shall be "The National Association of Trade Exchanges" (NATE) - a
nonprofit, non-stock corporation organized under the laws of the state of
Missouri. (Article II) Location The principal offices of the
association shall be established by the Board of Directors. (Article III) Purpose of the
Association The association is organized
for the purposes of furthering the sound financial, fiscal and ethical
practices of independent, commercial bartering enterprises worldwide, along
with enhancing the financial position of industry and association members and
their clients. Specifically, the
association will strive to: ·
Improve the knowledge
and management ability of association members through meetings, conferences,
seminars, publications and other correspondence. ·
Promote goodwill, cooperation,
and reciprocal trading among members of the association. ·
Represent the industry
and association members before federal and state legislative bodies, government
bureaus, and in other matters affecting the trade and barter industry. ·
Represent the industry
and association members in the enactment of, or opposition to the enactment of,
laws, regulations, rules or ordinances affecting the trade and barter industry.
·
Establish a NATE
accreditation program that will conform to accepted national standards and will
provide for the certification of association members and their employees. ·
Issue press releases
and obtain and distribute relative information to the trade and barter
industry, association members, and the business community. ·
Do any and all things
possible, which are allowed by law, for the advancement and improvement of the
trade and barter industry and the members of the association and their clients.
(Article IV) Membership of the
Association The association shall be
comprised of sole proprietors, partnerships and corporations, hereinafter
referred to as businesses, engaged in the trade and barter industry, either
directly or indirectly, worldwide. Classifications of Membership Voting Members: Voting members shall be limited to those businesses
which are directly involved in the day-to-day running or operating of an
independent trade or barter exchange. (An independent trade exchange is defined
as a barter network that may have one or more company-operated offices, but has
not sold franchises, dealerships, broker licenses, or any other similar
instrument; does not claim to have its own national currency; or does not have
its own accreditation program or host its own national conventions or
seminars.) or: A national barter network that has sold franchises, dealerships,
broker licenses, and/or does have its own national currency, accreditation
program or conventions may become a voting member provided that 100 percent of
the company's licensed offices also join the association as non-voting members
as outlined in point 2 below. Any company-owned and operated exchange with
multiple locations is entitled to only one (1) vote. Non-voting Members: Non-voting memberships will be available to all
franchisees, licensees or broker offices of national barter networks. Each such
individual office will be required to pay the full association annual dues. (As
described in point 1b above, 100 percent of a company's branch offices must
join the association in order to allow participation by the parent company or
any other branch office.) Non-voting memberships are available to those members
who otherwise qualify, but have not yet attained the one-year requirement to
vote.
Associate Non-voting
Members: Associate Non-voting
memberships are available to those individuals or businesses interested or
involved in trade or barter other than the day-to-day operation of a trade or
barter exchange.
Qualifications for Voting Members’ votes may be cast
only by an owner, partner or officer of a qualified voting member. ·
A voting member must
have a physical business location, which shall be open during established
business hours. ·
A voting member shall
employ at least one full-time employee, or the equivalent thereof, in addition
to him or herself. ·
A voting member must
have a listed business telephone number for his or her trade or barter
exchange. ·
A voting member may not
have been convicted of a felony involving fraud or securities violations. ·
A voting member agrees
to abide by the code of ethics and bylaws of the National Association of Trade
Exchanges. ·
A voting member agrees
to comply with all 1099B reporting requirements. ·
A voting member agrees
to comply with any and all laws, both state and federal, that govern the
operations of a trade or barter exchange. ·
A voting member may not
have gone out of the trade exchange business or filed bankruptcy where members
have lost money or have been defrauded by said trade exchange's
owners/operators. ·
A voting member must
have been a member of the association for at least the twelve consecutive
months preceding the vote. ·
A voting member must be
current on all monies owed to the association. Renewal of dues and other
assessments must be paid and cleared at least (30) days prior to any business
meeting of the association. Voting Rights of Members All voting members shall be
entitled to one (1) vote on each matter submitted to the membership for a vote.
Those members who have more than one office, are using a common name, and are
doing 1099B reporting through a common federal ID number, shall be entitled to
only one vote per name and/or federal ID number. No member shall be entitled
to more than one (1) vote on any matter. Voting procedures for the election of
the board of directors shall be by secret ballot. Voting procedures for all
other matters shall be by voice or hand vote, unless requested otherwise by a
voting member of the general membership. Proxy votes are not accepted by the
association, and no member may transfer his or her vote to any other party,
including employees of the member's trade exchange. No member shall be entitled
to more than one (1) vote on any matter. Voting procedures for the election of
the board of directors shall be by secret ballot. Voting procedures for all
other matters shall be by voice or hand vote, unless requested otherwise by a
voting member of the general membership. Proxy votes are not accepted by the
association, and no member may transfer his or her vote to any other party,
including employees of the member's trade exchange. Admission to the Association
Admission to the association for Voting Members Applicants shall submit a
complete NATE membership application, along with the first year's membership
dues. Applicants must receive approval by a majority vote of the board of
directors. Admission to the association for Non-Voting and Associate Members
Application for associate membership shall be submitted to the association. Upon receipt of a completed
membership application, a check for the first year's associate membership dues,
and approval by a majority vote of the board of directors, the Associate Member
shall be admitted to the association. Those businesses eligible
for voting membership may not apply for associate membership. Termination from
the Association for just cause, a member may be terminated by a two-thirds
majority vote of either the board of directors or the general membership of the
association. A member may be terminated for committing an act or acts
prejudicial or detrimental to the purposes of the association or the barter
industry. Such acts shall include, but
are not limited to: ·
Fraud Conversion of
members' or clients' products to cash, over and above those products which were
purchased with the trade exchange's earned income. ·
Failure to engage in
reciprocal trades with another association member who has previously shipped or
delivered a product or service. (Such failure will be determined by virtue of a
decision of the ethics committee.) ·
Any member whose annual
dues or other financial obligations to the association are in arrears more than
ninety (90) days, after proper notification, shall be terminated from the
association. A terminated member shall be accorded the right to due process,
including appeal to the board of directors and the general membership. ·
Resignation from the
Association A member may resign from the association by sending a written
letter to the board of directors. However, such resignation does not relieve
the member of any obligations due the association or other members of the
association. Transfer of Membership Membership in the National
Association of Trade Exchanges is not transferable or assignable, unless
approved by the board of directors. (Article V) Board of Directors The board of directors of
the association shall control, supervise and direct the affairs of the
association. The board of directors, in order to conduct its business, may
adopt such rules and regulations for itself, as it deems necessary. Mission Statement of the Board of
Directors The Mission of the NATE
board of directors is to service the association's members by maintaining its
legal entity, acting as trustee of member interests, and planning and
implementing measures and controls to create a financially solid representative
body of Independent Trade Exchanges. In order to conduct its business, the
board may adopt such rules and regulations as it deems necessary. Composition of the Board of
Directors The board of directors shall
consist of nine (9) voting members. Each director shall be elected for a term
of three years. All voting members of the board of directors shall be from
independent trade or barter exchanges. There shall be not more than one (1)
member on the board from any one system or network having multiple offices. A
member of the board of directors may not be a director of any other national
organization in the trade or barter industry. The intent of this bylaw is to
preclude directorship in another association, not only by NATE members who are
individual owners of their trade exchanges, but also by spouses, partners,
employees, or anyone else who has a vested interest in said exchange. The number of board members
for the National Association of Trade Exchanges shall be determined by the
total number of "voting" members: Less than 60 voting members:
Five (5) Board Members Election of the Board of Directors There shall be a minimum of
three (3) directors elected to the board of directors at the annual meeting of
the association. Directors must have been members of the association for a
minimum of two consecutive years immediately preceding their terms, and shall
meet all other qualifications set forth by the bylaws. Qualification for the Board of
Directors To be nominated and to serve
on the board of directors of the association, a member must meet the following
qualifications: ·
A director must have
been an owner, officer or managing partner of a trade or barter exchange for at
least three (3) years. ·
A director must have
been a member of the association for a minimum of two consecutive years. ·
A director must be
current with all monies owed to the association. Neither a director, nor any
other member of his or her family or barter exchange, may be a director of any
other national organization for the trade or barter industry. Meetings of the Board of Directors The board of directors of
the association shall meet at least twice a year - once at the association's
annual meeting, and once at a time and place agreed upon by the majority of
board members. The board of directors, by resolution, may provide for the
holding of additional meetings. A special meeting of the board may be called by
a majority of the board. Notice of any meeting must be provided to all
directors by phone, fax, email, mail or such other communication as is agreed
upon by a majority of the board. Except for emergencies or
extraordinary circumstances, such notice shall be given seven days prior to the
meeting. All NATE board meetings may have both open and closed sessions to
members. The board shall decide by majority vote, or by precedent, which
sessions will be open or closed to members. Voting at Board Meetings The voting rights of a
director may not, and shall not, be delegated to another person or director,
nor shall they be exercised by proxy. Any issue or matter voted on by phone,
email, mail or fax can be passed only if all directors have been notified of
the vote, and a majority of directors are in agreement and have voted for such
passage. Only board members and officers elected by the general membership may
vote on matters arising before the board. Quorum at Board Meetings At any and all meetings of
the board of directors, a simple majority of the board members and officers
must be present to constitute a quorum necessary for the transaction of
business. Vacancies and Removal from the
Board In the event of a vacancy
occurring on the board of directors through resignation, termination, or other
cause, the remaining members of the board shall fill the vacancy by majority
vote. The term of any director elected to fill a vacancy shall be only until
the next annual meeting. The board of directors, by two-thirds (2/3) majority
vote, may remove any director for just cause including, but not limited to,
failure to attend meetings. The director who is the subject of such removal
action may not participate in the vote on that issue. Any director missing two
(2) consecutive meetings within one year - barring extremely unusual
circumstances - may be terminated from the board. (Article VI) Officers of the
Association The officers of the
association shall be nominated and elected by the board of directors, and must
be qualified, voting members of the association. Officers of the association
shall consist of president, vice-president, secretary, treasurer,
president-elect and chairman of the board. The president, vice-president and
president-elect must be elected by the board from the current board members.
The secretary and treasurer may be elected by the board from the general voting
membership of the association. President The president shall preside
at all meetings of the board and of the Association. The president shall be
authorized to speak on behalf of the Association. The president shall appoint
all committee chairmen. The president shall be a member of all standing
committees, but shall only vote on those committees in the case of a tie. The
president shall perform such other duties as prescribed by the board of
directors. Vice-president The responsibilities of the
vice-president shall be to perform the duties of the president in the event of
the president being unable to serve. The vice-president shall perform such
other duties as prescribed by the board of directors. Secretary The secretary shall be responsible
for keeping the minutes of all association and board meetings. The secretary
shall appoint someone on each committee to keep minutes of that committee's
meetings. The secretary shall keep accurate records on all members of the
association. The secretary shall be responsible for the mailing of all notices
to members of the association. The secretary shall record all meetings and make
a copy of the tapes for the president. The secretary shall have the minutes
transcribed and submitted to the officers and directors within 30 days
following each meeting. The secretary shall perform such other duties as
prescribed by the board of directors. In the event the secretary is unable to
fulfill the duties as prescribed, the president-elect shall fulfill the duties
of the secretary. Treasurer The treasurer shall be
responsible for maintaining the records of the accounting for the association's
funds. The treasurer shall be responsible for the collection of members' dues
and other monies owed to the association. The treasurer shall be responsible
for keeping the association's funds in banks, other institutions, or such
investments as are prescribed by the board of directors. The treasurer shall be
responsible for reporting the association's financial condition to the
membership or the board, when called upon to do so. Within ninety (90) days of
the end of the fiscal year, the treasurer, shall prepare an annual report that
will be based upon accepted accounting procedures and, at the board's
discretion, may be reviewed by an independent certified public accountant. The
treasurer shall perform other such duties as may be prescribed by the board of
directors. Chairman of the Board The chairman of the board
shall be the immediate past president of the association. In the event that the
immediate past president would be unable to serve for any reason, succession
shall revert to the first available past president. The chairman shall preside
over and chair the board of directors meetings, if requested to do so by the
president. The chairman shall represent the president of the association, in
the event that both the president and the vice-president are unavailable. President-Elect The president-elect shall be
the immediate successor to the president. The president-elect shall assist the
president in all capacities and train under the president's leadership to fill
that position in the coming year. The president-elect shall fill-in and perform
the duties of all other officers in the event those officers are unable or
unwilling to perform their duties. (Article VII) Management of the
Association The association may be
managed by an executive director. The executive director shall be retained by
the board of directors and will be responsible for those duties assigned to
him/her by the board. The executive director shall be required to attend all
meetings and events sponsored by the association. The executive director shall
represent the association in dealing with the media. The executive director
shall assist all of the officers with various parts of their responsibilities,
as prescribed by the board of directors. The executive director shall
work under a contract with the board of directors. The terms and length of the
contract are to be spelled out at the beginning or renewal of the contract. The
executive director shall be directed by the president and board of directors as
to any and all other responsibilities to be performed. (Article VIII) Committees of the
Association The association may have
permanent committees as described herein, and may appoint other committees,
when and as needed. The permanent committees may be: Ethics Committee -
Consists of all past presidents; Membership Committee; Finance Committee;
Educational and Training Committee (Accreditation Program Committee Nominating
Committee - Consists of outgoing directors); Legislative Committee - Government
Affairs; Newsletter Committee; History and Library Committee; and the
Technology Committee. The board of directors may
establish other committees as it deems necessary. The duties and
responsibilities of each committee shall be established by the board of
directors. (Article IX) Indemnification of
Officers and Directors All officers and directors
of the association, whether or not then in office, shall be indemnified by the
association against all costs, liabilities, judgments, and expenses actually
and reasonably incurred by, or imposed upon them in connection with or arising
out of any action, suit, or proceeding in which they may be involved, directly
or indirectly, or to which they may be made a party by reason of being or
having been an officer or director of this association, or by reason of any
action heretofore or hereafter at any time taken as an officer of director of
this association (such expenses to include the cost of reasonable settlements
made with a view to curtailment or avoidance of costs of litigation, or where a
settlement is deemed for the best interest of the association under its
obligation or indemnity), except in relation to matters as to which they shall
be finally adjudged in such action, suit or proceeding to have been guilty of
bad faith or fraud in the performance of their duty as such officer or
director, and the foregoing right of indemnification shall not be exclusive of
other rights to which they may be entitled by agreement, by vote of the
members, or otherwise. To support this article, the
association will purchase and keep in force a "wrongful acts association
liability policy" that will cover all officers and directors. (Article X) Finances of the
Association The association shall
operate on the approved annual budget for the fiscal year. The board of
directors shall approve a budget for the association prior to the start of each
fiscal year. Neither the entire budget, nor any item of the budget, may be
exceeded unless the board votes to amend the budget. The board of directors may
authorize the executive director, or any officer, director, or member of the
association to enter into contracts on behalf of, and in the name of, the association.
The association's accounts may periodically be reviewed by a certified public
accountant appointed by the board of directors. The reports containing the
results of such a review shall be made available to all members of the
association. The association may not deficit spend. (Article XI) Regulations of the
Association The board of directors and
members of the association may adopt any such regulations as are needed to give
effect to the code of ethics and policies of the association. All changes in
the constitution, bylaws and code of ethics of the association must be approved
by a two-thirds majority of the membership present at the annual meeting. All
changes and /or additions to the regulation, bylaws or code of ethics shall
become effective within sixty (60) days of approval by the membership. Changes
may be recommended by any voting member of the association, provided they are
submitted in proper written text, at least (30) days prior to the annual
business meeting. All such proposed changes must be submitted to the
association's principal offices. (Article XII) Dissolution of the
Association The association is
incorporated as a perpetual entity. However, in the event of dissolution, all
of the association's remaining assets shall be distributed back to the members
on a pro-rata basis, based upon each member's consecutive years of membership
in the association. Only those members who have been members of record and in
good standing for two or more consecutive years will qualify for this distribution.
The association may not be dissolved or merged with any other entity, based
upon a motion and simple majority vote from the floor at a business meeting.
Any proposal for dissolution or merger must be submitted to the board of
directors at least sixty (60) days prior to an annual meeting. Then, only if
passed by a two-thirds (2/3) majority vote of the board, will the proposal be
submitted to the membership where it can be passed only with a two-thirds (2/3)
majority vote of the general membership. (Article XIII) Amendments to the
Bylaws The bylaws to the
association may be suspended, amended, or repealed, and new bylaws adopted by a
two-thirds (2/3) majority vote of the members present at the annual meeting of
the association. However, any such proposed revisions must be submitted to the
association's principal offices at least sixty (60) days prior to an annual
business meeting. |