• ISM Atlanta Bylaws

    ARTICLE 1
    NAME

    SECTION 1. The name of this Organization shall be National Association of Purchasing Management-Georgia, Inc., (hereafter referred to as The Association), affiliated with the Institute for Supply Management (hereafter referred to as ISM).

    SECTION 2. This Association shall be incorporated under the laws of the State of Georgia as a corporation not for profit within the meaning of Section 501 (c)(3) of the Internal Revenue Code. The corporation shall have the power to purchase and acquire in the State of Georgia and/or elsewhere, real estate and/or personal property and generally to do any or all things which may be necessary or proper in connection with its business and purposes which may not be contrary to law. Its duration shall be perpetual.

    ARTICLE 2
    PURPOSE

    SECTION 1. The purposes of this Association are:

    1. To foster and promote interchange of ideas and cooperation among its members.
    2. To promote the study, development, and application of purchasing management, materials management, improved procurement and purchasing methods and practices, and all matters related to the foregoing, hereinafter referred to as “the Supply Management Profession”.
    3. To collect and disseminate by all lawful means, information of interest and benefit to its members, including surveys and reports of current business trends and other information of interest to the Supply Management Profession.
    4. To correct trade abuses and encourage maintenance of personal and ethical conduct among persons in the Supply Management Profession.
    5. To encourage and cooperate in the institution and development of educational courses, seminars, and programs for supply management and matters related thereto.
    6. To strive by all lawful means to promote and enhance the supply management profession.

    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 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 3
    MEMBERSHIP

    SECTION 1. Membership in the Association shall consist of the following classes:
    Paragraph 1. Regular Members. Regular Members of an Affiliated Association shall be limited to the following:

    Any person interested in the supply management field shall be eligible to be a Regular Member of an Affiliated Association provided that such person (i) is not primarily engaged in sales activity; or (ii) does not solicit business on behalf of such person or his or her employer during meetings of any ISM activity, including without limitation, meetings of Affiliated Associations (including chapters), ISM Committees, and ISM Groups and Forums. For the purposes of this section, "primarily" shall mean a majority of a person's time. However, no person shall be ineligible by reason of incidentally disposing of scrap, surplus stock, or equipment of the concern by which he or she is employed. The eligibility of an editor, secretary or business manager employed by an Affiliated Association shall not be affected by reason of sales activity directly related to any magazine, bulletin or other publication, or exhibit, product, show or similar activity sponsored by such association.

    It shall be the duty of the Board of Directors to apply these rules of such eligibility in a fair and impartial manner to the end that membership shall consist of their knowledge and skill in the field of purchasing and not for making of sales contacts. All Regular Members shall be members of the ISM.

    Paragraph 2. Dues-free members include:
    (a) Life Members. The Association may elect Life Members. A Life Member shall be a person who has been a member of the ISM for a period of ten years or more, has retired from all regular employment, and who may be elected to this class of membership by majority vote at a meeting of The Association of which such person has been a member. Life Members are considered regular voting members of ISM. Such members shall not be required to pay dues.

    (b) Honorary Members. A person not qualified for regular membership but who has rendered distinguished or unusual services to the purchasing and materials management profession, and who has been elected to the class of membership by vote of the Board of Directors of the Association and by a vote of the regular members of the Association. Election to honorary membership shall be for such a period as the Association may designate, but the Board of Directors of the Association shall have the authority and duty to revoke the honorary membership of any individual whenever they shall determine that continuation of the honorary membership would be inconsistent with the policies and objectives of ISM, or the Association.

    (c) Student Members. An undergraduate or graduate student enrolled full-time in an accredited community college or four-year college or university may receive all the benefits of membership in ISM and this Association, and be exempted from payments of all dues and fees. Student members are Regular non-voting members.

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

    Paragraph 3. Nonvoting Membership. The Association shall have the following nonvoting membership classes which shall not represent Regular membership in ISM nor entitle any member of such class to hold office in the Association, nor to serve as Chair of the Association's Committees:
    (a) Associate Members. A person who satisfies the eligibility standards of Article 3, Section 1.
    (b) Student Members as described in Paragraph 2(c) of this article.
    (c) Honorary Members as described in Paragraph 2 (b) of this article.

    SECTION 2. Admission of Members. Admission of all applicants for membership in the Association shall be in accordance with the following procedures:
    (a) Application for membership shall be submitted upon the application form, endorsed by two regular members in good standing and approved by the Membership Committee.
    (b) Application shall then be submitted to the Board of Directors of this Association.
    (c) Upon approval by the Board of Directors, applicant shall become a regular member of the Association subject to ratification by a vote of the regular members of the Association.
    (d) The application shall be sent to ISM, accompanied by the payment of such fees and dues as may be required.
    (e) Membership is vested in the individual and is not transferable.

    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 the Affiliate Support Council by filing a notice of intent to appeal to the Affiliate Support Council at least thirty (30) days prior to the next regularly scheduled meeting of the Affiliate Support Council. Upon receipt of a timely filed notice of appeal, the Affiliate Support Council 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 the Affiliate Support Council concerning denial of membership shall be final and binding and the denial will not be considered by the Board of Directors of ISM.

    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 National 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 Affiliate Support Council by filing a notice of intent to appeal to the Affiliate Support Council at least thirty (30) days prior to the next regularly scheduled meeting of the Affiliate Support Council.

    Upon receipt of a timely filed notice of appeal, the Affiliate Support Council shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in the Association. The decision of the Affiliate Support Council concerning expulsion of a non-voting member shall be final and binding and the expulsion will not be considered by the ISM Board of Directors. Except for rare and extraordinary circumstances, the decision of the Affiliate Support Council concerning expulsion of a regular member will likewise be final and binding and the expulsion will not be considered by the ISM Board of Directors.

    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 the Affiliate Support Council concerning the expulsion of the same member seeking reinstatement.

    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.

    Transfer of Membership. Membership in the Association shall be vested in the individual member of the Association, however, regular membership may be transferred pursuant to the ISM Policy Manual.

    ARTICLE 4
    GOVERNMENT

    SECTION 1. Board of Directors: The Association shall be governed by a Board of Directors consisting of:

    1. Immediate Past President
    2. President
    3. First Vice-President
    4. Second Vice-President
    5. Treasurer
    6. Secretary
    7. Chair Public Relations
    8. Chair-ISM-Atlanta Employment Development Services (NEDS)
    9. Chair-Membership
    10. Webmaster/Newsletter Editor
    11. Librarian
    12. Chair – Professional Development - Programs
    13. Chair-Professional Development - Educational
    14. (4 directors at large)

    SECTION 2. Officers: The Officers of The Association shall consist of The President, First Vice-President, Second Vice-President, Treasurer, and Secretary.

    SECTION 3. Term of Office: The term of office of the Officers and the Immediate Past President shall be up to two (2) years or until their successors are duly elected and installed. The term of office of the Directors at Large shall be two (2) years with terms expiring alternately. The Chairpersons of Professional Development, Membership, and Public Relations shall serve a term of three (3) years and are appointed by the President with appointments approved by a majority vote of the Board of Directors present at the meeting at which the vote is taken. All other board positions serve at the t pleasure of the President and are appointed by the President with appointments approved by a majority vote of the board of directors.

    SECTION 4. Immediate Past President: The Association shall annually elect or appoint a Immediate Past President, who shall be a member of the Board of Directors, and/or executive committee, or other governing body of The Association and, at the option of The Association, the President may be designated to serve as the Immediate Past President as well as President of The Association, and shall have the powers set forth in this Article.

    Qualification: To be eligible for election or appointment to the office of Immediate Past President, a candidate must have been a member of ISM for not less than three (3) years and have served least one term as President of The Association; provided, however, that the foregoing requirements shall not apply to Immediate Past Presidents representing associations affiliated with ISM for less than four (4) years. In addition, a Immediate Past President must be, at the time of election or appointment and throughout the term of such office, a regular member of The Association and termination of such membership shall immediately disqualify the candidate or incumbent.

    Election or Appointment. The Immediate Past President shall be elected or appointed in accordance with the organizational documents of The Association. Upon election or appointment, of its Immediate Past President, Alternate. In the event of the temporary inability of an Immediate Past President to perform the duties of office, resulting from illness or any other cause, The Association shall immediately elect or appoint an alternate to perform the duties of the office until such time as the Immediate Past President shall be able to resume these duties and The Association revokes the authority of the alternate. The member elected or appointed as an alternate shall possess the qualifications set forth in the Paragraph titled “Qualifications” of Section 4 of Article 4. Upon election or appointment of an alternate, or upon revocation of the alternate’s authority.

    Vacancy. In the event of a vacancy in the office of the Immediate Past President resulting from death, resignation, disqualification or permanent inability to serve, The Association shall, within thirty (30) days after the date the office is vacated, elect or appoint a successor for the unexpired term. The successor shall possess the qualification set forth in the Paragraph titled “Qualifications” of Section 4 of Article 4.

    SECTION 5. President. The President shall be the Chief Executive Officer and shall preside at all meetings . The President shall be an ex-officio member of all committees and Chairperson of the Board of Directors.

    The President shall, with the Secretary, sign all contracts and agreements authorized by the Board of Directors. The President shall appoint and discharge committees. In addition, the President shall perform such other duties as are incidental to the office. All of the foregoing are subject to instructions as may be given by the Board of Directors.

    Qualifications: To be eligible for election or appointment to the office of President, a candidate must have been a member of ISM for not less than three (3) years and have served in at least one (1) appointed or elective office. In addition, a candidate must be, at the time of election or appointment, and throughout his/her tenure of office, a regular member of The Association which that person represents , and termination of such membership shall immediately disqualify the candidate or incumbent.

    SECTION 6. First Vice President: In the absence or incapacity of the President, the First Vice President shall perform the duties of the President.

    Qualifications: To Be eligible for election or appointment to the office of First Vice-President, a candidate must have been a member of ISM for not less than three (3) years and must be, at the time of election or appointment, and throughout his/her tenure of office, a regular member of The Association.

    SECTION 7. Second Vice President: In the absence or incapacity of both the President and First Vice President, the Second Vice President shall perform the duties of the President and First Vice President. In the absence or incapacity of the First Vice President, the Second Vice President shall perform the duties of the First Vice President.

    Qualifications: To be eligible for election or appointment to the office of Second Vice President a candidate must have been a member of ISM for not less than two (2) years , and must be, at the time of election or appointment, and throughout his/her tenure of office, a regular member of The Association.

    SECTION 8. Secretary: The secretary shall attend and suitably record in permanent for, the proceedings of all meetings of The Association and of the Board of Directors and shall perform such other duties as may be assigned to that office.

    The Secretary shall render a true and complete signed report relative to the affairs of this office at the Annual Meeting and to the Board of Directors whenever requested.

    The Secretary’s records and books of account shall be at all times open to inspection by any member of the Board of Directors.

    The Secretary shall deliver over to a successor in office all moneys, books, documents, and any other property belonging to The Association in the Secretary’s possession or for which the Secretary may be accountable.

    The Secretary may be reimbursed for supported and authorized expenses, the amount and payment of which shall be approved by the Board of Directors.

    SECTION 9. Treasurer: The Treasurer shall be the custodian of all moneys belonging to The Association. The Treasurer shall keep correct account of all moneys received and of all bills, orders, claims, and demands and make all disbursements authorized and approved by the Board of Directors and shall give an itemized report at each regular meeting of the Board of Directors of all disbursements made since the preceding meeting and shall sign all drafts upon the Treasury of The Association.

    The Treasurer shall render a true and complete signed report of the financial condition of The Association at the Annual Meeting and a written financial report to the Board of Directors at their monthly meeting. Association books and accounts shall, at all times, be open to inspection by any member of the Board of Directors and to the Budget and Auditing Committee. The Treasurer shall have custody of The Association Seal.

    Audit. The Treasurer shall be required to have the books of The Association audited by an independent auditor (Certified Public Accountant) at the end of each fiscal year and present the audit to the Board of Directors. The Treasurer shall deliver to his/her successor in office, all moneys, books, documents, vouchers, and all other property belonging to The Association in the Treasurer’s possession for which this office may be accountable, immediately upon the election, or appointment, of such successor and after the approval of the Auditing Committee.

    The Treasurer may be reimbursed for supported and authorized expenses, the amount and payment of which shall be approved by the Board of Directors.

    SECTION 10. Directors. First year directors shall, in addition to their regular duties, be assistants to the First and Second Vice Presidents. As such, they shall have the responsibility for a minimum of two committees, working directly with these committees and reporting to the Vice President on their activities and accomplishments. The Senior Directors shall, in addition to their regular duties, assist the President. One shall be an advisor on policy and decorum, the other on long range planning.

    SECTION 11. Board of Directors. The Board of Directors shall manage, control, and conduct the business of The Association. At the beginning of each Association year, the Board of Directors shall submit to the membership, for their consideration and approval, a general budget of expenditures for the various activities to be carried on within the year. The Board of Directors shall make all appropriations from association funds but shall have no power without the approval of the membership, to make any appropriations when the funds on hand are less than Five Thousand Dollars ($5000.00). In no case shall the Board of Directors have the power to make the Association liable for any debt, or debts, to an amount which shall exceed the sum of cash in the hands of the Treasurer, and not otherwise appropriated.

    The Board of Directors shall approve all expenditures not directly related to the operation of The Association. All unbudgeted funds appropriated by the President or Board of Directors for the direct operation of The Association in the amount of two hundred dollars ($200.00) or less shall not require a vote by The Board of Directors, however, all such appropriations shall be accounted for, in writing, at the next monthly Board of Directors meeting.

    SECTION 12. Regular Meetings. The Board of Directors shall meet as required. Special Meetings. Special meetings may be called by the President or by a majority of the members of the Board of Directors who may send out such call, in writing, direct to all other members of the Board of Directors not less than seven (7) days prior to such special meeting.

    SECTION 13. Vacancies. Vacancies on the Board of Directors, including officers, shall be filled for the unexpired terms by a current member of The Board of Directors or by appointment by the Board of Directors in the case of a Director at Large until the next Annual Meeting of the Association.

    ARTICLE 5
    AMENDMENTS

    The by-laws of this association may be amended at any regular board meeting of The Association by a two-thirds majority vote of the board members in attendance at said meeting.

    ARTICLE 6
    MEETINGS

    SECTION 1. Annual Meeting. The Annual Meeting at which the election of officers shall take place shall be held in May in each year.

    SECTION 2. Regular Monthly Meetings. The regular monthly meeting of The Association shall be held on the second Thursday of each month.

    SECTION 3. Special Meetings. Special meetings may be called by the Board of Directors or the President, written notice of which shall be sent to the members not less than seven (7) days prior to such meeting.

    SECTION 4. Called Meeting. Special meetings may be called by petition of one-third of the regular members in good standing.

    ARTICLE 7
    QUORUM

    SECTION 1. Member Requirements. A quorum for the transaction of business at any meeting of The Association will be completed by calling a “call to quorum” which will be announced in the newsletter prior to the next regularly scheduled meeting. If, at said meeting, a quorum is still not met, then those present shall represent The Association and vote on the matter at hand.

    SECTION 2. Board of Directors. A quorum of the Board of Directors shall consist of a majority of its members.

    SECTION 3. Committee. A quorum of any committee shall consist of a majority of its members.

    ARTICLE 8
    ELECTION

    SECTION 1. Nominating Committee. Prior to the Annual Meeting and Election, the President shall announce the naming of a Nominating Committee of The Association members.

    The Nominating Committee shall meet and select at least one (1) nominee for each elective office to be filled, and shall at least thirty (30) days prior to the election, submit their report and names of consenting and qualified nominees to the President and the membership. The President shall announce in a suitable manner that members are privileged to suggest to the Nominating Committee names of persons qualified to fill the vacancies. Acceptance of nomination confers an obligation upon the nominee to be available for succeeding nominations.

    SECTION 1a. Qualifications. See requirements under ARTICLE 4.

    SECTION 2. Announcement of Nominees. The names of the nominees shall be announced at the regular monthly meeting preceding the Annual Meeting at which election is to take place.

    SECTION 3. Nominations from the floor. Any two (2) or more regular members may, at the Annual Meeting, nominate other candidates for any one or more office to be filled. No name shall be presented without the consent of the nominee and the nominee meets all qualification criteria.

    SECTION 4. Nominating Committee Eligibility. Members of the Nominating Committee shall be eligible for nomination as long as they meet qualification criteria.

    SECTION 5. Terms of Office. See requirements under ARTICLE 4; SECTION 3

    SECTION 6. Ballot. Election to any office shall be by secret ballot and require a majority of the votes cast. In the case of a tie vote for any office, the presiding officer shall cast the deciding vote.

    SECTION 7. Rotation of Office. While it is desirable that all offices be filled by the most experienced members, it does not necessarily follow that a member filling all offices up to the President is to be automatically nominated for that office. A candidate must qualify for the position in each instance.

    ARTICLE 9
    DUES

    SECTION 1. Annual Dues. The annual dues of regular members shall be set be the Board of Directors in an amount sufficient for the continuous operation of The Association.

    SECTION 2. Administrative Fees. New members are required to pay a “one time” administrative fee to ISM-Atlanta.

    Any regular member who has let their membership lapse more than six (6) months shall be required to pay the administrative fee to ISM-Atlanta for reinstatement.

    SECTION 3. Payment. Dues of each regular member shall be payable in advance. Payment is due by December 31st of the prior year.

    SECTION 4. Dues Changes. The Board of Directors shall have the authority to increase dues as is necessary to maintain sufficient funds to operate The Association. Any increase in dues made by ISM shall be automatically added to the next dues billing. Notification of such increase shall be made in writing to the membership by ISM.

    ARTICLE 10
    DECORUM

    The rules contained in Roberts Rules of Order shall govern The Association in all cases to which they are applicable and in which they are not inconsistent with the by-laws or special rules of order of The Association.

    ARTICLE 11
    COMMITTEES

    SECTION 1. After being sworn into office, the President shall call a meeting of the Board of Directors and shall appoint committees which are appropriate and necessary for the successful operation of The Association.

    SECTION 2. Standing Committees. The following committees shall be considered “Standing Committees” and as such, each chairperson is a member of the Board of Directors:

    1. Membership Committee
    2. Professional Development Committee
    3. Public Relations Committee

    Each chairperson shall serve for three (3) years. Each chairperson may select a vice chairperson who shall succeed the chairperson at the end of their three (3) year term unless that chairperson elects to continue in that capacity In such event, the chairperson will continue on a year by year basis .

    Each chairperson shall determine the complement of their committee.

     

    Revised October 1, 2004