CONSTITUTION
ARTICLE
I
Name
The name of this
organization is ASOCIACIÓN DE INDUSTRIALES DE PUERTO RICO, or
PUERTO RICO MANUFACTURERS ASSOCIATION.
ARTICLE
II
Objectives
Objectives and
Purposes
The objectives and
purposes of this Association are:
a. To establish and
maintain an open forum through which manufacturers and service companies
unite in a strong and effective organization for their continuous
improvement.
b. To foster the
full integration of the economy of Puerto Rico through activities that
support the development of the manufacturing, service and commerce
sectors that expand business opportunities at every level of Puerto
Rican society.
c. To participate with
the Government of the Commonwealth of Puerto Rico, the United States and
the municipalities in the development and advancement of programs
designed to improve our economy, particularly those that contribute to
the betterment of the climate for industrial growth.
d. To stimulate
harmonious relations between employers and employees and to work towards
the furtherance of individual rights and liberties.
e. To conduct the
affairs of the Association considering the general interest and the
quality of life of the community through Corporate Social
Responsibility.
ARTICLE
III
Legal Domicile and
Official Languages
Section 1 -
Domicile
The legal domicile of the
Association is the municipality where its principal office is
located.
Section 2 -
Languages
Both Spanish and English
shall be the official languages of the Association.
ARTICLE
IV
Official
Seal
Description
The official seal of the
Association shall consist of 2 concentric circles between which shall be
the name of the Association, and in the center shall be inscribed its
emblem of identification, which is the figure of
Mercury.
ARTICLE
V
Duration
The duration of the
Association shall be for an indefinite period.
ARTICLE
VI
Membership
Section 1 -
Requirements
Membership may be granted
to entities established or to be established in Puerto Rico, as
prescribed in the By-Laws.
Section 2 - Voting
Rights
All members in good
standing shall be entitled to vote, except as provided in Article VII
for the approval of amendments to the Constitution and
By-Laws.
ARTICLE
VII
Amendments to the
Constitution and By-Laws
Approval and
Amendments
The By-Laws of the
Association shall be approved by the manufacturing members and the
service members elected to the Board of Directors in either a regular or
special meeting.
The Constitution and
By-Laws can only be amended in a regular or special meeting called for
that purpose, taking into consideration in the decision-making process,
the objectives and purposes of the Association contained in this
Constitution. Members shall be notified of proposed amendments at
least 30 days before the regular or special meeting is held. Such
amendments must be approved by 2/3 of the total manufacturing members of
the Association and the service members elected to the Board of
Directors duly certified and present. Voting may be done by proxy except
by the members of the Board of Directors, whose votes may be cast only
if they are present in the meeting. Voting by means of electronic
methods may be allowed according to the rules approved by the Board of
Directors for that purpose.
BY-LAWS
Section 1 - Manufacturing
Members
Manufacturing members
shall be partnerships, companies, firms, or corporations or separate
operating units thereof, engaged in, or to be engaged in the
manufacturing of goods in the Commonwealth of Puerto Rico. A product is
the result of the transformation of raw material, goods or concepts of
commercial value through which value is added and a change from its
original condition takes place.
Section 2 - Service
Members
Service members shall be
partnerships, companies, firms, or corporations or separate operating
units thereof, and individuals which have some important relationship or
essential interest in the improvement of the economic development
environment, manufacturing and the export of services in Puerto
Rico.
Section 3 - Acceptance of
New Members
The Board of Directors
shall have the right to approve or disapprove applications for admission
taking into consideration among other factors, the reputation of the
applicant or its representatives in the business world and in the
community where it is located, as well as in the island and its
relationship with the manufacturing industry in Puerto Rico. The Board
of Directors may delegate this function to the Executive
Vice-President.
Section 4 - Honorary
Members
Any person who has
rendered outstanding services to the Association, to the Commonwealth of
Puerto Rico or to the United States in the field of industrial
development, may become an Honorary Member of this Association on the
recommendation of the Board of Directors and of a motion duly approved
at the Annual Meeting. Such Honorary Members shall be exempt from
payment of annual dues, shall enjoy all the privilege accorded to
regular members, may be nominated to the Board of Directors and shall
have the right to vote.
All members shall comply
with the aforementioned reputation criteria, in order to continue as
such.
Section 1 - Dues
The Board of Directors
will determine the annual dues of all members taking into consideration
the annual sales volume.
In any case where a
partnership, company, firm or corporation has more than one separate
operating unit and applies for more than one separate membership, the
dues will be assessed on the basis of its total annual sales plus an
amount equal to the minimum annual dues for each additional member
unit.
Section 2 - Time between
the increase of dues
The Board of Directors
shall not increase the dues for members before at least three years have
passed since the last increase.
Section 3 - Time of
Payment
Dues shall be paid
annually in advance and become due and payable on April 1 of each year
and are not refundable. Members whose dues have not been paid will
not be considered members in good standing.
Section 4 - Distribution
of Payment
Members joining the
Association after April 1 and until November 30 of each calendar year
shall pay the full annual dues applicable to their membership category.
Those joining after October 1 until March 31 of the following year shall
pay only half.
ARTICLE
III
Board of
Directors
Section 1 -
Composition
The Board of Directors
will consist of not less than 19 nor more than 25 members: the officers
of the Association – President, four Vice-Presidents, Secretary
and Treasurer - elected every two (2) years in annual elections as
provided in Article VII, plus a director for each of the geographical
regions as determined in Article V, Section 1, plus the Representatives
of the Industrial Sectors recommended by the Board as provided in
Article VI, Section 1. The term of election of the members of the Board
shall be for two years. Every member of the Board of Directors shall be
an executive of a company that is an Association member, or an
individual member of the Association. In the case of a change of work or
employment, a member of the Board of Directors may retain the position
held on the Board as long as the new work or employment is not
inconsistent with the position represented in the Board of
Directores.
Section 2 -
Responsibilities
The Board of Directors
will responsible for the control and administration of the business and
affairs of this Association, and to that effect will take legal or other
similar action that it deems convenient. The public positions that any
Board member may take on behalf of the Association shall be previously
approved by the majority of the Board of Directors or by a resolution of
the Annual Assembly of the Association.
Section 3 - Meetings;
Quorum
A regular meeting of the
Board of Directors shall be held at least on 6 occasions in different
months during the year. The dates shall be determined by the
President. At least 10 days prior to any regular meeting, the
Secretary of the Association shall cause to be sent to each member of
the Board a written or email notice thereof. Special meetings may be
called by the President of the Association as conditions warrant. The
President must call a special meeting upon the request of at least 5
members of the Board. Such meeting must be held within the next 5
days following the request. Board members shall be notified of such
special meeting not less than 24 hours prior thereto. The
President of the Association shall serve as Chairperson of the Board of
Directors and in his/her temporary absence, any of the Vice-Presidents
as determined by the President may act as Chairperson. In the
event of a permanent vacancy in the office of the President, the Board
of Directors shall appoint his/her successor from amongst any of the
manufacturing Vice-Presidents, to fulfill the unexpired term of office
of the Presidency. The Secretary of the Board of Directors, with the
assistance of the Executive Vice-President, will call a meeting for such
purpose within 30 days of the occurrence of the vacancy. Majority of the
members of the Board of Directors shall constitute a quorum. If
there is no majority at the meeting, a second meeting shall be called
within 10 days and at this second meeting 25 percent of the members of
the Board of Directors shall constitute quorum. There shall be no
voting by proxy.
Vacancies on the Board of
Directors occurring at least 90 days prior to the next Annual Meeting
shall be filled for the unexpired terms by majority vote of the
remaining members of the Board. When a vacancy occurs in the Board
of Directors, the President, with the advice and consent of the Board,
shall appoint an Ad Hoc Work Team for the purpose of recommending to the
Board a candidate or candidates to fill such vacancy. The Secretary of
the Board of Directors, with the assistance of the Executive
Vice-President, shall be responsible of calling the meeting for this
purpose within 30 days of the vacancy. Quorum of this meeting shall
consist of the majority of the members of the Board of Directors present
or by proxy. If there is no majority in this meeting, a second meeting
shall be called within the next 10 days, in which case the majority of
the elected members of the Board of Directors present or by proxy shall
constitute quorum.
Vacancies which occur
less than 90 days of the Annual Meeting will be filled in the
nominations and elections which take place in said Meting. In this case,
the Nominations Work Team shall act according to the provisions of
Article VIII of this Constitution.
The Board of Directors
shall keep a record of the proceedings of all the regular and special
meetings.
Section 6 –
Council of Past Presidents
All past presidents of
the Association shall be members of the Council of Past Presidents. The
Council shall assess the President on all matters on which it is
consulted. The consultation process shall take place at least twice a
year, with the presence of the immediate Past President. The immediate
Past President shall be an ex officio member of the Board and
shall have the right to presence and voice in all Board meetings.
The Board of Directors
may remove any of its Directors by a 2/3 vote of its members, if he/she
does not comply with his/her duties and obligations as such or with the
reputation criteria established in Section 3, Article I of these
By-Laws, or if he/she has been absent to three meetings of the Board of
Directors within a twelve (12) month term, regardless of
reasons.
ARTICLE
IV
There shall be an
Executive Work Team, which shall be composed of all the officers of the
Association – President, Vice-Presidents, Secretary and
Treasurer - as described in Article VI, Section 1, and the Executive
Vice-President.
Section 2 -
Responsibilities
The Executive Work Team
shall be in charge of the administration of the affairs of the
Association, and shall have all the power of the Board of Directors in
connection with any matters that the President of the Association may
regard as requiring attention and action before the next regular meeting
of the Board of Directors.
Section 3 - Delegation of
Responsibilities
The Board of Directors
may delegate to the Executive Work Team or any of the
Association’s elected officials such duties and authority as it
may deem convenient to promote the activities and objectives of the
Association.
A majority of the members
of the Executive Work Team shall constitute quorum for transacting
business at any meeting.
Section 5 -
Reports
The Executive Work Team
shall keep records of all its regular and special meetings. Actions
taken by the Executive Work Team shall be reported in full at the next
meeting of the Board of Directors and minutes of such Executive Work
Team meetings must be approved by the Board of Directors before becoming
permanent Association policy.
ARTICLE
V
Regional
Directors
Section 1 - Procedure;
Composition
There shall be elected at
the Association’s Annual Meeting one Director from each of the
following geographical regions, which shall be known as Regional
Directors. The elections shall be for two-year terms and staggered so
that, generally, every year half of the Regional Directors are elected.
The Board of Directors shall determine the towns included in each
region.
Section
2– Requirements
The Director to be
elected from each geographical region shall be a member or an employee
or officer of a member whose principal place of business is located
within the geographical demarcation of the region for which he/she is to
be elected, as established by the Board of Directors.
Section 3 - Geographical
Demarcation
The geographical
demarcation of the several regions of the Association shall periodically
be reviewed by the Board of Directors to assure their convergence with
the consortiums established in Puerto Rico.
Section 4 -
Responsibilities
The Regional Directors
shall be the representatives of the Board in their respective
areas. As such they shall promote the interests of the Association
and shall enforce the policy and programs established by the Board and
shall develop a work plan that agrees with the priorities of the
President and the Board of Directors.
ARTICLE
VI
Sector
Representatives
Section 1 – Industrial Sectors
Representatives
There shall be elected at the
Association’s Annual Meeting the Representatives of the Industrial
Sectors recommended by the Board of Directors before each election, and
informed to the Nominations Work Team not more than 90 days before the
Annual Meeting. The elections shall be for two-year terms and staggered
so that, generally, every year half of the Sector Representatives are
elected.
Section 2
– Requirements
The Director to be elected as
representative of each industrial sector shall be a member or an
employee or officer of a member whose principal commercial activity
corresponds to said sector, as recommended by the Board of
Directors.
Section 3
– Responsibilities
The Industrial Sectors Representatives
shall be the representatives of the Board before the industrial sectors
recommended by it and shall be the facilitators to advance the
objectives of said sectors, in agreement with the policies and programs
established by the Board of Directors.
Officers
Section 1 -
Composition
The officers of the
Association shall be the President, 4 Vice-Presidents, at least one of
which will come from the Puerto Rican Industry sector and will be in
charge of overseeing the compliance of programs developed by the
Association for the benefit of the Puerto Rican Industry, at least one
other that shall come from the external industries sector that will
assure that the interests of this sector are represented within the
Association and in all forums in which the Association is represented,
and at least one other that shall come from the Service Members, the
Secretary and the Treasurer. The officers shall be elected by the
membership at the Annual Meeting for a period of two years and shall
hold office until their successors have been duly elected and take
possession of their office. Elections shall be for two-year terms so
that, generally, each year are elected alternatively three (3) or four
(4) of the seven (7) officers to the Board of Directors. The election to
the position of Vice-President of the service members, Secretary and
Treasurer shall be alternated with the election to the positions of
President, Vice-President, Vice-President of external industries and
Vice-President of Puerto Rican industries.
The officers of the
Association shall be manufacturing members as defined in Article I,
Section 1, or employees or officers of the latter, with the exception of
the Vice-President of the service members, who shall be a service
member. The Vice-President, the Secretary and the Treasurer may be
indistinctively manufacturing or service members.
Section 2 - The
President
The President shall act
as the presiding officer at all meetings of the Association, shall
appoint Work Team chairpersons and members, and additionally shall
discharge the duties and obligations normally entrusted to the presiding
officer of all duly organized institutions.
Section 3 -
Vice-Presidents
The Vice-Presidents, at
least one who will be from the Puerto Rican industries sector and shall
be in charge of overseeing the compliance of the programs that the
Association develops for the benefit of Puerto Rican industries, at
least another who will be from the external industries sector and will
oversee that the interests of this sector are represented in the
Association and in all forums in which the Association is represented,
and at least another who will be from the service members, will be in
charge of developing the strategies that the Board determines in
accordance with the President's work plan. In addition, the
Vice-Presidents shall discharge all such other duties or obligations as,
from time to time, may be entrusted to them by the Board of Directors
and the President.
Section 4 -
Secretary
The Secretary shall keep
or cause to be kept minutes of the meetings of the Executive Work Team
and of the Board of Directors and provide copies thereof to any or all
of the members of the Association when so requested or instructed by the
Board or the President. He/she shall be responsible for the prompt
mailing of notices or calls of meetings and for all correspondence
relative hereto. He/she shall carry into execution all orders,
votes and resolutions, not otherwise committed. He/she shall see
that accurate records are kept of all members. He/she shall keep
the seal of the Association. He/she shall also discharge all other
duties or obligations of a related nature as, from time to time, may be
entrusted to him/her by the Board of Directors.
Section 5 -
Treasurer
The Treasurer shall be
the custodian of the funds and property of the Association. He/she
shall arrange for the collection of all member dues and/or assessments,
and shall have established proper accounting procedures for the handling
of the Association’s funds in such banks, trust companies and/or
investments as are approved by the Board of Directors or the Executive
Work Team. He/she shall report on the financial condition of the
Association at all meetings of the Board of Directors and at other times
when called upon by the President. He/she shall act as financial
advisor to the Board of Directors, and shall preside the Finance Work
Team of the Association. He/she shall also perform such other
duties as may be normally assigned to his/her office by the Board of
Directors. At the end of each fiscal year, he/she shall prepare an
annual report, which shall reflect an audit of a certified public
accountant, which shall be presented to the membership. At the
expiration of his/her term of office, he/she shall deliver over to
his/her successor all books, monies and other property in his/her
charge. In the absence of a successor, he/she shall deliver such
properties to the President.
ARTICLE
VIII
Election of Officers
and Directors
Section 1 -
When
The election of officers,
Industrial Sector Representatives and Regional Directors of the
Association shall be held at the Annual Meeting of the
Association.
Section 2 - Nominations
Work Team
At least 60 days before
the date of the Annual Meeting, the Nominations Work Team shall request
the members of the Association to submit names of candidates for the
elective positions on the Board of Directors whose incumbents are near
the completion of their terms. The members shall submit the names of
their candidates within the deadline established by the Nominations Work
Team in said request. In the case of the directors representing
the industrial sectors, the Work Team will request nominations from the
members of each sector as recommended by the Board; for the Regional
Directors they will be requested from the members of each region.
The Nominations Work Team shall nominate candidates for the elective
positions of the Association as provided in these By-Laws, and report
such nominations to the Board of Directors at least 30 days before the
annual meeting.
The Nominations Work Team
will assure that all candidates for the position of President are the
highest ranking officers, or the principal executives, officers or
directors of a manufacturing member in Puerto Rico, and shall be persons
with a clear history, development and tract of engagement with the
manufacturing industry in Puerto Rico, of unquestionable moral and
personal credentials, good communicators and with a history of
successful performance. It will equally assure that the other members of
the Board of Directors are persons of capacity and engagement with the
manufacturing industry in Puerto Rico and have similar personal
credentials.
The Nominations Work Team
will assure that the manufacturing member of the Board of Directors
constitute at least simple majority.
Section 3 - Additional
Nominations
Additional nominations
for the elective offices of the Association can only be made through the
Nominations Work Team at least 15 days before the Annual Meeting, as
indicated below:
In the case of the
candidates for the offices of President, Vice-Presidents, Secretary and
Treasurer, the signature of at least 50 members of the Association in
good standing shall be required, of which at least 25 shall be
manufacturing members.
For the rest of the
positions, a minimum of 25 signatures of members in good standing
belonging to the corresponding region or industrial sector shall be
required.
In the case of the Sector
Representatives, additional nominations will only be allowed in the same
member category, manufacturing or service, as nominated by the
Nominations Work Group, in order to maintain the representativeness
previously determined by the Board.
The additional
nominations shall be submitted to a vote at the Annual
Meeting.
Section 4 - Board
Consultation
The Nominations Work Team
will obtain the advice of the Board of Directors before initiating the
nominations process to receive information regarding the industrial
sectors identified and the priorities and programs of the Board, so
candidates for Board positions may possess the necessary qualifications
to achieve their objectives.
Section 5 - Elections
Work Team
The President of the
Association shall appoint an Elections Work Team of 3 members, none of
whom shall be an officer, director, candidate to any office, or employee
of the Association, to supervise the election procedure. The
Elections Work Team shall take full charge of the election procedures,
inspect and approve credentials, count the ballots, pass upon their
validity and report to the Annual Meeting on the results of the
election.
Section 6 - Right to
Vote
Each member of the
Association who is in good standing or his/her duly authorized
representative, as defined in Article I, Section 1 of these By-Laws,
shall have the right to cast one vote for each of the members of the
Board of Directores of the Association subject to election.
Section 7 - Procedure to
Vote
Voting shall be carried
out, by motions duly seconded, on special ballots prepared for said
purpose and deposited in a closed ballot box under the direct
supervision of the Elections Work Team or by means of any other
electronic method approved by the Board of Directors for this purpose.
Nominees obtaining the largest number of votes for each position shall
be elected.
Section 8 - Term of
Offices
The candidates elected
shall take possession of their offices from the date of their election,
acceptance and oath in the Annual Meeting and shall hold office for two
years or until their successors are elected, but no officer or director
may be elected to the same position for more than 2 consecutive terms,
except the members of the Executive Work Team, who will hold the office
to which they have been elected in the Executive Work Team for only one
term.
Section 9 - Procedure in
case of a tie vote or in case a nominee is not elected
Should a tie vote result
between 2 or more candidates, the President shall instruct the Elections
Work Team to invite the members to decide the tie at a new balloting or
ballotings until it is demonstrated that further voting is futile,
whereupon the election shall be decided by drawing lots in the form and
manner adopted by the Elections Work Team.
In the case where no
nominee is elected, or if the position remains vacant, the incumbent
will remain in office until a substitute is elected. In such case the
Nominations Work Group will consider the nomination submitted within
thirty days after the Annual Meeting. The Nominations Work Group will
have fifteen additional days to present its candidates to the Board. The
Board, in a meeting convoked for this purpose, will select the members
who will fill the vacant positions in the Board.
The Secretary of the
Board of Directors, with the assistance of thee Executive
Vice-President, will be responsible of convoking a meeting for this
purpose within 30 days after receiving the recommendations of the
Nominations Work Team.
ARTICLE
IX
Work
Teams
Section 1
Creation
The Work Teams of the
Association shall be created by Resolutions of the Annual Meeting or the
Board of Directors and likewise they may be abolished. The President
shall appoint special work teams as needed.
Section 2 -
Composition
The Work Teams shall be
made up of a president and not less than a total of 7 members. They
shall meet regularly upon notice from their president to develop and
implement a work plan which responds to the needs of industry and to
advise the Board of Directors on actions recommended regarding any
matter of interest under its jurisdiction. The work teams shall
also perform any other task related to their functions which the
President of the Association may assign to them. The public positions
that any Work Team president may take on behalf of the Association must
have been previously approved by the majority of the members of the
Board, or by a resolution of the Annual Meeting.
Section 3
– Finance Work Team
The Finance Work Team
shall be presided by the Treasurer of the Association. This Work
Team shall be responsible for preparing and submitting a proposal for
the Association’s annual budget to the Board of Directors not
later than 30 days after the commencement of the Association’s
fiscal year. In the event the Board for any reason disapproves the
budget submitted, the budget for the previous year shall continue in
force until a new one is approved. The Finance Work Team shall also
advise the Board of Directors in all matters pertaining to the
Association’s economic situation.
Section 4 –
Nominations Work Group
The Nominations Work
Group shall consist of the 5 most recent available Past Presidents of
the Association nominated by the Board of Directors. The Board shall
cover any vacancy by naming another Past President to complete the
unexpired term.
ARTICLE
X
Executive
Vice-President
Section 1 -
Designation
Subject to the advice and
approval of the Board of Directors of the Association, the President
shall appoint an Executive Vice-President. He/she shall receive
such remuneration and other benefits as the Board of Directors may
determine. His/her tenure of office shall be indefinite.
He/she may be removed for due cause by majority vote of the total number
of members of the Board of Directors.
Section 2 -
Responsibilities
The Executive
Vice-President shall be the executive of the Association responsible for
all management functions. He/she shall manage and direct all
activities of the Association as prescribed by the President with the
consent and advice of the Board of Directors and shall be responsible to
the President. As Executive Vice-President, he/she shall determine
staff needs within the approved budget and shall fix its compensation,
evaluate and define the duties of the staff, supervise their
performance, establish their titles and delegate those responsibilities
of management as shall, in his/her judgment, be in the best interests of
the Association. The public positions that the Executive Vice-President
may take on behalf of the Association shall be previously approved by
the President, by the Board of Directors or by a resolution approved by
the Annual Meeting of the Association.
ARTICLE
XI
Annual
Meeting
Section
1– Authority and Purpose
The Annual Meeting of the
Association shall be the supreme authority of the Association, and its
purpose shall be to bring the membership together for review and
evaluation of the various activities of the Association, to elect the
members of the Board of Directors for the ensuing year, and report the
achievements of the Association in the fulfillment of its purposes as
stated in Article II of the Constitution.
Section 2 -
When
The Annual Meeting shall
be held between the first week of May and the first week of June, the
date and place to be determined by the Board of Directors. The Board is
hereby authorized to determine the dates and places of future annual
meetings for as many as 3 years in advance.
Section 3 -
Notification
At least 10 days prior to
the Annual Meeting the Secretary of the Association shall cause to be
sent to each member a notice thereof and shall have such notice
published in one general circulation newspaper at least 5 days before
the Annual Meeting.
Section 4 -
Quorum
At any Annual Meeting any
number of regular accredited members present shall constitute
quorum.
Section 5 - Resolutions
Work Team
Within 60 days after the
Annual Meeting, the President shall appoint a Resolutions Work Team
consisting of at least 5 members, and shall report the appointment of
this Work Team to the members. This notice shall contain the
request that the members of the Association submit in writing to the
Chairperson of the Resolutions Work Team, at least 45 days before the
Annual Meeting, all matters that are appropriate for consideration by
the Resolutions Work Team for reporting to the Work Session of the
Annual Meeting. This Resolutions Work Team shall hold meetings as
necessary and, in addition, shall hold at least one meeting open to the
membership of the Association before the last Board of Directors meeting
held before the Annual Meeting. Notice of this meeting of the
Resolutions Work Team shall be sent for the convenience of members of
the Association desiring to present matters for the consideration of the
Resolutions Work Team. In the last meeting of the Board of
Directors before the Annual Meeting, the Resolutions Work Team will
distribute copies of the resolutions in its possession to be submitted
to the Annual Meeting. No resolutions shall be considered at the
Annual Meeting without the prior approval of the Resolutions Work
Team.
Section 6 - Credentials
Work Team
The President shall
appoint a Credentials Work Team for each regular or special meeting of
the members of the Association. It shall be the duty of the
Credentials Work Team to issue to each member in good standing attending
such meeting, credentials in the form of cards 3" x 5" or larger, which
in addition to the accrediting wording shall bear in large, visible type
the date of the meeting. Each regular member shall have the right
to one accredited representative who must be a bona-fide officer or
employee of the member.
Other employees and
officials of the member firms may attend the meetings and may be given
the right to speak by the President, but shall not have the right to
vote. Except for the election of officers and directors, the
President shall indicate the manner in which voting takes
place.
ARTICLE
XII
Special
Meetings
Section
1– When
Special meetings of the
Association shall be held as deemed advisable by the President or the
Board of Directors for the proper transactions of the business of the
Association and at such times and places as may be designated by the
President or the Board of Directors. Written notice of such special
meetings shall be sent to all members at least 15 days prior to the date
of said special meetings stating the purpose of same.
Section 2 -
Quorum
At any special meeting,
any number of accredited members present shall constitute
quorum.
ARTICLE
XIII
Amendments
Procedure
These By-Laws shall be
amended only in accordance with the provisions of Article VII of the
Constitution of this Association.
(Rev. Feb.
2009)
