| A.R.E. Constitution
ARTICLE I: Name
The name of the Association shall be the National Association of Store Fixture Manufacturers.
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ARTICLE II: Objective
The Association’s purpose is to advance the retail interiors and environments industry and the success of its member companies. The Association shall be incorporated as a not-for-profit corporation under the laws of the State of Illinois and shall not be conducted for profit.
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ARTICLE III: Offices
The office of the Association shall be located in such state, city, and street address as may be determined from time to time by the Board of Directors.
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ARTICLE IV: Membership
Section 1. Regular Members: Any sole proprietorship, partnership, company, or corporation that manufactures or supplies store fixtures, who has been in business for at least two years, and who complies with the Constitution and Bylaws of the Association, shall be eligible for Regular Membership in the Association.
Section 2. Associate Members: Any sole proprietorship, partnership, company, or corporation that markets products or services to store fixture companies, and in some cases directly to end-users, and has been in business for at least six months shall be eligible for Associate Membership in the Association.
Section 3. Designer Members: Any sole proprietorship, partnership, company, or corporation engaged in contract store design, interior design, or architecture that markets its services to retailers, service companies, or other retail institutions and has been in business for at least six months shall be eligible for Designer Membership in the Association.
Section 4. Visual Merchandising Members: Any sole proprietorship, partnership, company, or corporation involved in the visual merchandising industry. Companies must have provided visual presentation products and services for retail environments for a minimum of six months to be eligible for membership.
Section 5. Such additional forms of membership may be established at the discretion of the Board of Directors which are in keeping with the best interests of the Association.
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ARTICLE V: Management
Section 1. The management of the Association shall be under the control of the Board of Directors and such officers, committees, and agencies as may be appointed pursuant to the Bylaws.
Section 2. There shall be a Board of Directors consisting of not more than 13 elected members, including at least one, but not more than two, associate or designer members, or any combination thereof, and up to two (2) visual merchandising members. They shall be elected in the manner and for the terms designated in the Bylaws. In addition to the elected directors, the Immediate Past President of the Association shall serve as a voting Member of the Board of Directors for a term of two years starting at the end of his term as President of the Association.
Section 3. The officers of the Association shall be a President, Vice President, and Treasurer, all of whom must be elected members of the Board of Directors; the Immediate Past President; and an Executive Director-Secretary. The President, Vice President, and Treasurer shall be elected or appointed in the manner and for the terms specified in the Bylaws. The outgoing President shall automatically succeed to the office of Immediate Past President for a period of two years starting at the end of his term as President of the Association. The Executive Director-Secretary must not be a member of the Association nor connected in business with any member.
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ARTICLE VI: Meetings
The time and place of holding meetings of the Association and the method of voting at such meetings shall be determined by the Bylaws.
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ARTICLE VII: Amendments
The Constitution may be amended by any of the following three methods: [1] By a simple majority of the votes by the members cast in a mail ballot at least one week after written notice of the proposed change shall have been given to all members; [2] By a two-thirds vote of the members present at an Annual Meeting after at least two weeks’ notice shall have been given to all members stating the proposed change; or [3] By a two-thirds vote of the Board of Directors.
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Bylaws
ARTICLE I: Membership
Section 1. Classes of Membership
There shall be four classes of membership in the Association: (a) Regular Members, (b) Associate Members, (c) Designer Members, and (d) Visual Merchandising Members.
Section 2. Eligibility of Membership
(a) Regular Members: Any sole proprietorship, partnership, company, or corporation that manufactures or supplies fixtures, who has been in business for at least two years and who complies with the Constitution and Bylaws of the Association, shall be eligible for regular membership.
(b) Associate Members: Any sole proprietorship, partnership, company, or corporation that markets products or services to store fixture companies and in some cases directly to end-users, that has been in business for at least six months and who complies with the Constitution and Bylaws of the Association, shall be eligible for associate membership.
(c) Designer Members: Any sole proprietorship, partnership, company, or corporation engaged in contract store design, interior design, or architecture that markets its services to retailers, service companies, or other retail institutions, is not a division of or otherwise affiliated with a retail company, has been in business for at least six months, and who complies with the Constitution and Bylaws of the Association, shall be eligible for designer membership.
(d) Visual Members: Any sole proprietorship, partnership, company, or corporation involved in the visual merchandising industry, that has been in business for at least six months and who complies with the Constitution and Bylaws of the Association, shall be eligible for visual membership.
Section 3. Application and Election to Membership
Any eligible sole proprietorship, partnership, company, or corporation desiring to become a Regular, Associate, Designer, or Visual Merchandising Member of the Association may qualify to do so by signing and filing a written membership application in such form as shall be prescribed by the Board of Directors, and submitting payment for dues.
Section 4. Right to Vote and Hold Office
Each member shall be entitled to one vote. Each regular member shall have the right to hold office. Associate, Designer, and Visual Members shall not be eligible to hold office other than as Associate, Designer, or Visual Member directors.
Section 5. Executive Representative
Each member firm shall appoint an “executive representative” of the member who shall represent, vote, and act for the member on all affairs of the Association. Other executives of a member may hold office in the Association, serve on the Board, on committees, or take part in discussions. A member may change its executive representative at will upon giving notice to the Executive Director-Secretary.
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ARTICLE II: Meetings
Section 1. There shall be an annual meeting of the Association for the purpose of electing a Board of Directors to hold office for three years or until their successors shall be elected. The time and place of the annual meeting shall be determined by the Board, and at least three weeks’ notice of such meeting shall be given to all members of the Association. Only members who have paid all dues obligations to the Association shall be entitled to attend and vote at the Annual Meeting.
Section 2. Regular meetings of the members of the Association shall be held on such dates and in such places as the Board of Directors may determine. Notice of the date and place of each regular meeting shall be given to all members at least two weeks in advance of the date thereof.
Section 3. Meetings of the Association may be called by the President, the Board of Directors, or the Executive Committee at any time other than the time of the annual meeting upon at least two weeks’ notice being given to all members of the time and place of the meeting.
Section 4. All meetings of the members shall be conducted in accordance with “Roberts’ Rules of Order” and shall be strictly confined to matters affecting the industry.
Section 5. Each member in good standing shall be entitled to cast one vote at any meeting of the members. Any member who shall be in arrears in any monies due the Association for a period of sixty (60) days shall not be eligible to vote, although he may attend the meetings with the exception of the Annual Meeting, as prescribed in Section I of Article II of the Bylaws.
Section 6. Fifteen (15) members of the Association, including a majority of the Board of Directors, shall constitute a quorum for the transaction of business at all meetings of the Association.
Section 7. Whenever it is deemed to be necessary to obtain a vote of the entire membership between meetings, or whenever incomplete attendance at a meeting prevents obtaining the vote required for a particular action, the members may, at the direction of the Board of Directors, be polled, and the results of such vote will be binding on the Association and its members.
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Article III: Board of Directors
Section 1. The members of the Board of Directors shall be elected at the annual meeting of the Association and shall hold office for three years or until their successors shall be elected. There shall be a Board of Directors consisting of not more than 13 elected members, including at least one, but not more than two, associate or designer member directors or any combination thereof, and up to two (2) visual merchandising members holding three (3) year terms. It is further provided that whenever a President completes his term of office, he will continue as “Immediate Past President” and as a Director for a term of two (2) years. All elected directors serving a three-year term cannot succeed themselves except as provided in Article III, Section 2.
Section 2. When a vacancy on the Board of Directors occurs, the President, with the approval of the Executive Committee, may appoint a current director whose term is scheduled to expire within one year to fill the entire unexpired term created by the vacancy. If the President does not make such an appointment, the vacancy shall be filled by the due election of a member at the next annual meeting after the vacancy occurs. No member shall have more than one representative on the Board of Directors at any one time. It is further provided that the Board of Directors, upon majority vote, shall have the authority to appoint a Director to replace a Director who has been absent from any two consecutive meetings of the Board of Directors. The new Director appointed in this manner shall complete the term of the Director being replaced.
Section 3. The Officers shall be elected at the association’s annual meeting in even-numbered years. The president shall serve a two-year term and shall automatically succeed to the office of Immediate Past President at the expiration of his term of office. The vice president shall serve a two year term and shall automatically succeed to the presidency and become president at the expiration of the incumbent president’s second year in office. The vice president, upon succeeding the incumbent president, shall serve as president for a term of two years. The treasurer shall serve for a term of two years. The treasurer may be reelected to succeeding two year terms and shall have the same duties and responsibilities in succeeding terms as he did in his first term. No retiring officer other than the treasurer shall be eligible for reelection to the same office that he previously held for a period of four years after the expiration of his term of office.
Section 4. The Board of Directors shall appoint and employ at a salary fixed by them an Executive Director-Secretary who shall be the only paid officer of the Association. He must not be a member of the Association nor associated in any way with any member.
Section 5. At the discretion of the Board of Directors, the office of Treasurer may be combined with that of the Executive Director-Secretary.
Section 6. The Executive Committee shall consist of the President, the Vice President, the Treasurer, the Immediate Past President, and the Executive Director.
Section 7. The Board of Directors may be called together at any time by the President, Executive Director-Secretary, or by the Executive Committee. A majority of the Directors shall constitute a quorum for the transaction of business. The Board shall determine its own rules of procedure.
Section 8. The President, with approval of the Board of Directors shall have the power to authorize appointment of such committees, other than the Executive Committee, as may be desirable to conduct the business of the Association.
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Article IV: Executive Committee
Section 1. The Executive Committee shall exercise all of the powers of the Board of Directors at all times between meetings of the Board.
Section 2. The Executive Director shall appoint employees, consultants, or agents of the Association, as may be desirable and fix salaries or fees of such employees, agents, and consultants. The Executive Committee will hold responsibility for retaining legal counsel and auditors as need may arise.
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Article V: Nominating Committee
Section 1. At the first meeting of the year of the Board of Directors, the Directors shall designate a Nominating Committee of at least three members. The Immediate Past President shall serve as Chairman of the Committee for two (2) years. The other committee members shall be appointed by the president and approved by the Board of Directors. It shall be the duty of this committee to nominate in even-numbered years a least one candidate for Vice-President and for Treasurer, each for a two-year term concurrent with the term of the President. It shall also be the duty of the Committee to nominate one Director to fill each open office. The nominee(s) for the visual merchandising members shall be selected by the NADI Board of Governors.
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Article VI: Officers
Section 1. The President shall preside at all meetings of the Association, of the Board of Directors, and the Executive Committee.
The President shall appoint such committees other than the Executive Committee, as may be approved by the Board of Directors.
The President shall have the power to make leases, or authorize the making of leases for offices of the Association, employ or authorize employment of such personnel as may be needed to carry on the work of the Association and purchase or authorize the purchase of supplies and equipment.
The President shall plan and direct the activities of the Association with the cooperation of the Board of Directors.
Section 2. The Vice President shall perform all acts delegated to the President, should the latter, through absence or inability, at any time be unable to perform such acts.
Section 3. The Treasurer, or if so designated the Executive Director-Secretary, shall receive and receipt for all monies collected by the Association from any source and shall disburse the same upon proper presentation of vouchers countersigned by the President or Executive Director Secretary of the Association. He shall have the authority himself, or designate the Executive Director to keep records of all receipts and disbursements and shall make reports thereof to the Association, the Board of Directors, and the Executive Committee as required. The Treasurer or designated Executive Director shall deposit the funds of the Association in a national or state bank or trust company subject to the approval of the Board of Directors or the Executive Committee.
Section 4. The Immediate Past President shall serve as Chairman of the Nominating Committee and serve as a member of the Executive Committee. He shall serve as an Advisor to the President and perform all tasks delegated to him by the President or the Board of Directors.
Section 5. The Executive Director-Secretary shall keep the minutes of all meetings of the members of the Association, of the Board of Directors, and the Executive Committee. He shall keep all records of the Association and be responsible for the issuance of proper notices of all meetings and perform such other duties as may be assigned to him by the Board of Directors and Executive Committee. He shall have the power, with the approval of the President and within the budget appropriations then in effect, to make leases for offices of the Association, purchase equipment and supplies, and employ such personnel as may be needed to carry out the work of the Association. Under the direction of the President, the Board of Directors, and the Executive Committee, he shall carry on the activities of the Association appropriate to its purposes as set forth in Article II of the Constitution. He shall make such reports as may be required by the President, Executive Committee, or the Board of Directors, and perform such other duties as they may determine.
The Executive Director-Secretary shall be eligible to attend all meetings of the Association, the Board of Directors, the Executive Committee, and any other committees appointed by the President, but shall not be entitled to vote thereat.
Section 6. Any officer or employee shall, if required by the Board of Directors, furnish satisfactory bond and the expense of the same shall be borne by the Association.
Section 7. When a vacancy in any officer position occurs, the board of directors will elect a member of the board of directors to complete the unexpired term.
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Article VII: Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31 in each year.
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Article VIII: Budget and Dues
Section 1. The Treasurer and Executive Director-Secretary shall prepare an annual budget covering the estimated receipts and expenditures. The Treasurer shall present such budget to the Board of Directors or the Executive Committee of the Board of Director or the Executive Committee of the Board of Directors for its consideration and approval.
Section 2. A member shall be defined as an entity which operates and promotes its name and products to the public as any individual company even though it may be controlled by a parent corporation or by a group of investors.
Section 3. Each Association member shall pay within thirty (30) days after notice of the amount thereof, the amount of dues owed the Association, as established by the Board of Directors.
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Article IX: Termination of Membership
Section 1. Any regular member in good standing who shall cease to be eligible for membership by reason of his ceasing involvement with the industry, shall resign from the Association as of the day he shall so cease to be eligible for membership, with no further payment of dues, but without refund of dues already paid.
Section 2. Any associate member in good standing who shall cease to be eligible for membership by reason of ceasing involvement with the industry, shall resign from the Association as of the day he shall so cease to be eligible for membership, with no further payment of dues, but without refund of dues already paid.
Section 3. Any designer member in good standing who shall cease to be eligible for membership by reason of withdrawal from being involved in contract store design, interior design, or architecture that markets its services to retailers, service companies, or other retail institutions, shall resign from the Association as of the day he shall so cease to be eligible for membership, with no further payment of dues, but without refund of dues already paid.
Section 4. Any visual member in good standing who shall cease to be eligible for membership by reason of ceasing involvement with the visual merchandising industry, shall resign from the Association as of the day he shall so cease to be eligible for membership, with no further payment of dues, but without refund of dues already paid.
Section 5. Any regular, associate, visual, or designer member in the Association may be terminated upon failure of the member to pay any installment of dues within three months after the time designated for such payment.
Section 6. As of the date of the submission of resignation, the member shall cease to have any interest in or claim upon any fund or funds or other property of the Association then existing or subsequently acquired. The resignation shall also carry by virtue of such act, the resignation of the executive representative and of any substitute, and of any other person connected with the member in whatever capacity he may then be acting for the Association.
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Article X: Dissolution
In the case of dissolution of the Association, the funds, property, and other assets shall, after all debts shall have been fully paid, be distributed to one or more not-for-profit educational organizations or agencies, as determined by the Board of Directors.
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Article XI: Amendments
The Bylaws may be amended in the same manner as prescribed in Article VII of the Constitution for amendment of the Constitution.
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