By Laws Most Current

By Laws

By Laws Most Current

Postby LMCCA » Tue Jul 05, 2011 8:37 am

LOW MOISTURE CARPET CLEANER’S ASSOCIATION

By-Laws 2009 Version

ARTICLE I

Section 1 Name.

The name of the corporation is the Low Moisture Carpet Cleaners Association

Section 2 Purpose:

The purposes of the Low Moisture Carpet Cleaners Association shall be:

a. To: Provide technical support to its membership and to dispel inaccuracies in current cleaning definitions and protocols.

b. The purposes for which the Low Moisture Carpet Cleaners Association is organized are exclusively as a business league/trade association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

c. Notwithstanding any other provision of these Articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

d. No part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

e. Membership Criteria:
Membership is open to all entities within the cleaning and restoration industries and those industries aligned directly or indirectly.



Section 3 Limitations.

The corporation is a nonprofit corporation and no part of the net earnings of the corporation shall go to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article I; notwithstanding any purposes set forth in this Article I, and notwithstanding any other provisions of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, or a corresponding provision of any future United States Internal Revenue Law.

ARTICLE II
Offices and elections

The principal office of the corporation shall be located at 7809 East 134th Terrace, Grandview Missouri 64030. The Board of Directors may establish additional offices, and the location of the principal office and the number and location of any additional offices may, from time to time, be otherwise designated and changed by the Board of Directors.

Election Procedure

The Election of Board Members and Officers starts August 1st of Odd years or 45 days prior to the Fall Board of Directors Meeting. Example: August 2009. The election is completed before the Fall Board of Directors and Members Meeting so that installation of the incoming Board of Directors and Officers may be completed at the Fall meeting.

This installation is a formal installation and the new Officers and Board Members officially take over their positions January 1st of the following year. This overlap is designed to allow the incoming Board Members and Officers to be brought up to speed on the operations of the LMCCA.




Nomination Procedure:
Mass email is sent to LMCCA Email list of members requesting nominations to be returned within a 15 day period.

Nominations are accepted and vetted against current member list to see if the member is current, willing and are able to meet the involvement requirements.

This vetting also asks the potential Executive Officer or Director which what position/ capacity/office they are interested in serving in. A list of positions/offices is included such as President, VP International, VP Marketing, Treasurer, Secretary or a non executive position such as Board of Director…etc..

A list is then compiled of the nominations and the positions the nominees are willing to serve in. The list of BOD nominees is mass emailed to the LMCCA membership with a return vote request of 15 days. Those with the most votes obtain the available BOD seats. Upon the completion of this vote an email is sent to the new Board of Directors for Officers from the vetted list with a requested vote return date of 15 days.

If two or more members are running for the same executive office then the person with the most votes obtains the position and the person with the lower amount of votes remains a Director on the Board.

ARTICLE III

Directors

Section 1: General Powers.

The property and affairs of the corporation shall be managed and controlled by the Board of Directors.

Section 2: Directors.

The Board of Directors shall consist of at least three (3) but not more than (36) members. This may be expanded for International Directorships. With the exception of the 3 Founding Board Members who shall retain life time seats on the Board of Directors ( Lonnie McDonald, Mark Stanley, & Rick Gelinas),
The Directors shall be elected and installed by the election procedure in Section 2. Each member of the Board of Directors shall be entitled to one vote.

Directors shall hold office for a term of (2) years or until their respective successors have been duly elected and qualified. All vacancies on the Board of Directors shall be filled by appointment of the current President, upon unanimous consent of the Executive Director and Executive Vice President.

There are no set Term limits for Board Members or Officers.

Section 3: Quorum.

A quorum shall be comprised of not less than one (1/2) of the members/ respondents of inquiries of the current Board of Directors or their assigned proxies.

Section 4: Regular Meetings.

The Board of Directors shall hold regular meetings; said meetings shall be scheduled at least semi-annually at a place and time to be provided by the Board of Directors. All Directors shall be given notice of such regular meetings upon determination of the schedule. No additional notice of regular meetings shall be required.

Section 5: Special Meetings: Call and Notice.

Special meetings of the Board of Directors shall be held whenever called by direction of the President or of (5) Directors, upon at least 30 days prior notice in writing, given personally, or by mail, email or telegraph, which notice shall state the time, place and purpose of the meeting.

Section 6: Annual Meetings.

The Board of Directors shall hold an annual meeting in conformance with the Missouri Statutes. Said annual meeting may be held at the time of a regularly scheduled semi-annual meeting. At every other annual meeting, the Board of Directors shall install a President, one or more Vice Presidents, a Secretary and a Treasurer as Executive Officers to manage the affairs of the corporation. The Board of Directors may, from time to time, appoint such other officers as are necessary or proper to carry out the business of the Low Moisture Carpet Cleaners Association. An Officer may or may not be a Director. Any one person, except as forbidden by law, may be elected to more than one Executive position.

Section 7: Meetings Held by Consent.

A meeting of the Board of Directors may be held at any time and place and without notice by unanimous written consent of the Directors, or with the presence and participation of all of the Directors. This may include via email.

Section 8: Committees.

The Board of Directors may provide for an executive committee and for such other committees as may be necessary for the effective management of the business and affairs of the corporation and give such powers and duties as may seem proper (except those specifically prohibited by law). The Board of Directors may provide a meeting and reporting schedule for such committees, establish how committee meetings shall be called, and designate at what times those meetings may be held.


ARTICLE IV
Officers

Section 1: Executive Officers.

The Executive Officers shall be installed by the Board of Directors at its annual meeting and shall comprise the offices of President, Vice Presidents, Secretary and Treasurer. Any officer duly elected shall hold office until a successor is elected and has accepted office.

Section 2: Vacancies.

Any vacancy in any office shall be filled by the Board of Directors at the next regular meeting following notice of said vacancy or may be filled by appointment by the current President.

Section 3: Terms of Office, Removal.

All officers shall be subject to removal at the pleasure of the Board of Directors by affirmative vote of a majority of the Directors in office.
Section 4: Powers and Duties of the President.

The President shall be the chief executive officer of the corporation, subject to the control of the Board of Directors, and shall have general charge of its business and supervision of its affairs. The President shall keep the Board of Directors fully informed and freely consult with them in regard to the business of the corporation and make due reports to them. In addition to the powers and duties elsewhere provided in these Bylaws, the President shall sign, when duly authorized to do so, all contracts, orders, deeds, liens, guarantees, licenses and other instruments of a special nature. Subject to the Board of Directors, the President shall have such other powers and duties as are incident to said office and not inconsistent with this Bylaws, or as may at any time be assigned by the Board of Directors.

Section 4A: Powers and Duties of the Executive Vice President:

The Executive Vice President is an appointed, voluntary position. This position will be considered to be an Executive Officer of the Corporation, having general charge and authority of its business and supervision of its affairs, subject to the control of the Board of Directors. The primary duties are to serve and consult with the current President and Executive Director, as well as represent the intent of the Board of Directors when Association attendance is limited, but mandated. The Executive Vice President may have any/ all of the duties of the President assigned or delegated, by the current President and Executive Director, to assure efficient operations of the Association, while in conformance to the By-Laws. The Executive Vice President has the authority to delegate or share responsibilities, upon discretion and consent of the President and Executive Director.
If the President is incapacitated, removed or resigns from office, the Executive Vice President assumes the position and duties of President until an upcoming term election or special election can be held.



Section 5: Powers and Duties of Vice Presidents

The Vice President(s), if any, shall familiarize themselves with the affairs of the Association and, in the event of the disability or absence of the President from any place in which the business in hand is to be done, the Vice President(s) in the order designated by the Board shall have all the powers and perform all the duties of the President. The Vice President shall have such other powers and duties as may at any time be assigned to them by the Board of Directors.

Section 6: Powers and Duties of the Treasurer.

The Treasurer, subject to the control of the Board of Directors and together with the President, shall have the general supervision of the finances of the corporation. Duties of the Treasurer include the care of, and responsibility for, all moneys, securities, evidences of value and corporate instruments of the corporation, and supervision of the officers and any other persons authorized to deposit, handle and disburse any funds, ensuring retention of information as to whether all deposited have been duly made and all expenditures duly authorized and evidenced by proper receipts and vouchers. The Treasurer shall cause full and accurate books to be kept, showing the transactions of the corporation, its accounts, assets, liabilities and financial condition, which shall at all times be open to the inspection of the Directors, and such statements and reports as are required of him by law. Subject to the Board of Directors, the Treasurer shall have such other powers and duties as are incident to the office and not inconsistent with these Bylaws, or as may at any time be assigned to the Treasurer by the Board. The Board of Directors may require the Treasurer to give a bond in such amount and with such sureties as they shall determine.


Section 7: Powers and Duties of the Secretary.

The Secretary shall cause to be entered in the minute books the minutes of all meetings of all committees and of the Board of Directors; shall have charge of all books and papers pertaining to said office; and shall be responsible for the giving of all notices and for the making of all statements and reports required of the corporation or of the Secretary by law. The Secretary shall attest by signature to all instruments duly authorized and requiring the same. The Secretary shall perform such other duties as are incident to the office, and shall have such other powers and duties, in addition to those elsewhere provided in these Bylaws, as may be at any time assigned by the Board of Directors.

Section 8: Duties of Treasurer and Secretary May Be Combined.

The duties of the Treasurer and Secretary may be combined by the Board of Directors.

Section 9: Other Officers.

The Board of Directors may establish and elect other officers as it may deem necessary and appropriate and shall prescribe the powers and duties of any other officer of the corporation.



ARTICLE V
Finance

Section 1: Banking.

All funds and money of the corporation shall be deposited, handled and disbursed, and all bills, notes, checks and like obligations and endorsements, for deposit or collection, shall be signed by the Treasurer or such officers as the Board of Directors shall from time to time designate. Any officer or person performing said functions shall account therefore to the Treasurer as and when the Treasurer may require. All money, funds, bills, notes, checks and other negotiable instrument coming to the corporation shall be collected and promptly deposited in the name of the corporation in such depositories as the Board shall select.

Section 2: Fiscal Year.

The fiscal year of the corporation shall be the calendar year unless otherwise provided by the Board of Directors.

ARTICLE VI
Miscellaneous

Section 1: Amendments

The Board of Directors may adopt and amend the Bylaws of the corporation from time to time at any meeting properly convened in accordance with these Bylaws.



ARTICLE VII
Dissolution of Corporation

Section 1: Dissolution of Corporation

If the Low Moisture Carpet Cleaners Association chooses to dissolve, the assets may be distributed to the membership or purchased by one or more of the Board of Directors.
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