Name and Object
Section 1 This Association shall be known as the Missouri Valley Ice Manufacturer’s Association.
Section 2 The object of this Association is: First, to bring about a closer relationship between vital forces of the Industry –the public, the employee, and the employer –and to coordinate them for affecting a higher state of efficiency in all branches of the Industry.Second,isto strive constantly toward a higher standard of ethics in the conduct of the ice business.
Section 1 The membership of the Association shall be classified as follows: Active and Associates.
Section 2 The Active membership shall consist of all manufacturers and/or distributors of ice and they shall be eligible to vote and hold office. Only one voteallowedper paid membership.
Section 3 (Amended and approved 10/14/2008) The Associate membership shall consist of all manufacturersand/or distributors of accessories of ice commodities. They shall have all privileges of Activemembers, including the privilege of voting. The Associate membership will nominate and electfrom their membership one person to serve on the Board of Directors of the Association. The term of the Associate board memberrepresenting the Associate membershipshall be two (2) years. In the event of a vacancy, the Associate members may hold a special election for the purpose of nominating and electing one of their members to serve the remaining unexpired term. The election of the Associate member to the Board of Directors of the Association shall take place at the annual meeting of the Association.
Board of Directors
The business of the Association shall be managed by its Board of Directors. The Association shall have eleven (11) directors, ten (10) which serve 5 year terms with at least seven (7) of those ten (10) being Active Members. The eleventh shall be the Associate Director representing the Associate membership.
Amended at annual meeting 10/11/16 in Wisconsin Dells, WI to read:The business of the Association shall be managed by its Board of Directors. The Association shall have nine (9) directors, eight (8) which serve 4 year terms with at least six(6) of those eight (8) being Active Members. The ninth shall be the Associate Director representing the Associate membership.The associate Director shall be elected by the Associate membership and shall serve a 2 year term.
Section 3 Thedirectors shall be elected for a term of five (5) years. Also, the directors’ term shall be staggered so that two (2) newdirectors are elected each year at the annual meeting. The directors shall serve without pay. The annual meeting at which the election shall take place shall be the Fall meeting.
Amended at annual meeting 10/11/16 in Wisconsin Dells WI to read:The directors shall be elected for a term of four (4) years. Also, the directors’ term shall be staggered so that two (2) new directors are elected each year at the annual meeting. The directors shall serve without pay. The annual meeting at which the election shall take place shall be the Fall meeting.
Section 3 The President may fill any vacancyon the Board of Directors by appointing an Active member to serve the unexpired term.
Section 4 Directors may not servefor more than two (2) consecutive complete terms. Appointments to fill the vacancy shall not constitute a full term.
Section 5 Six (6) members of the Board at a Board meeting shall constitute a quorum. Each member of the Boardshall have one (1) vote.
Section 1 The officers of this Association shall consist of a President, one or more Vice Presidents, and a Treasurer, to be elected at the annual meetingby the Association Membership.The Board of Directors shall appoint a Secretary, who shall not have terms but shall serve at the pleasure of the Board of Directors. In the event of a vacancy in the position of Secretary, the Board of Directors, at the annual meeting, shall appoint a successor.
Section 2 The term of each elected officer shall be one (1) year commencing immediately upon election at the annual meeting or convention, and shall serve until the next election. In the event of a vacancy, the Board of Directors may elect a person to complete the unexpired term, or the Board may authorize the President to fill such a vacancy.
Section 3 The President shall preside at all meetings of the Board, and if absent, the Vice President shall preside. In the absence of both Presidentand Vice President,the Treasurer will preside over the meeting. If the President, Vice President, and Treasurer are unable to preside at the meeting of the Board, then the Board shall select a member of the Board of Directors to act as Chairperson over the meeting.
Section 4 The Secretary shall have asalary fixed annually by the Board of Directors.
The Secretary shall direct the preparation and custody of the records, membership rolls, reports of conventions and meetings of the Association and of the Board of Directors. The Secretary shall supervise all official correspondence and the execution of all printing. Also,the Secretary shall have custody of all property and funds not especiallyentrusted to other officers, and the Secretary shall perform such other functions as may be required by the Board of Directors.
Section 5 The Secretary of the Association shall have charge of all collections and disbursements of all monies, and shall be custodian of all securities and issue all receipts, preserve vouchers for all payments, and keep full account of all transactions of the Association, and present a written report to the Treasurer. At the annual meeting the Treasurer will present the report to the membership for review and approval.
Section 6 3/3/88. The outgoing President is to serve as an ex-officio member of the Boardfor one (1) year, if his term on the Board has expired. (Clarified 10/9/16 that this IS a voting position.)
Section 7 10/07/90. A Directorupon electionto an Officerposition on the Boardshall relinquish his/her Directorship, which will be filled by a new member for the remainder of the term.
Section 8 10/14/92. A Board member missing three (3) consecutive meetings shall be replaced, the new Board member will be appointedby the President to serve the unexpired term.
Section 1 The annual meeting of the members of the Association shall be held in the Fall, at such time and place as the Board of Directors may elect.
Section 2 At the annual meeting of the Association, each Active and Associate member companyshall have one (1) vote. A manufacturer or distributor shall have only one (1) membership. If the manufacturer or distributor has more than one individual attending any meeting of the Association, it shall designate its spokesperson that is to be considered the member entitled to vote at any such meeting. Such designation shall be made by the manufacturer or the distributor to the Secretary of the Association prior to the commencement of any such meeting.
Section 3 Special meetings may be called by order of the Board of Directors at any time. The call for such special meeting shall be sent to all Activeand Associate members by mail ten (10) days prior to the date fixed for the special meeting. The purpose of such special meeting shall be stated in the call.
Section 4 Twenty-five percent (25%) of the Activeand/or Associatemembers at a meeting shall constitute a quorum.
Section 5 The recognized rules of parliamentary procedure shall be observed and enforced by the presiding officer whose decision shall be subject to appeal to the meeting by any two (2) members.
Section 6 10/12/2010. The passing of the gavel shall take place at the end of the meeting. (That being either at the end of the annual meeting if the meeting ends at noon on Tuesday or at the conclusion of the evening if the meeting ends on Tuesday night.)
The President may at any time appoint committees to accomplish the work of the Association, at the President’s own discretion or as directed by vote of the Board of Directors.
Rules and Regulations
Section 1 The government ofthe Association shall be conducted in accordance with the By-Laws approved by the Association.
Section 2 On written application of three (3) members of the Board of Directors addressedto the Secretary, the President may cause the Secretary to submit any questions to all members of the Board for letter vote. The copy of the questions submitted shall be identical in form to all members. The vote of a majority of all members of the Board shall be of the same binding effect as the vote of a majority of the quorum at a meeting of the Board of Directors.
This Constitution may be amended by a two-thirds (2/3) vote of the members of the Association present and entitled to vote at any regular annual meeting or at any special meeting, provided that the proposed amendment was stated in the call for the special meeting.
The Association shall use its funds only to accomplish the objectives and purposes specified in these By-Laws and no part ofsaid funds shall inure, or be distributed, tothe members of the Association. On the dissolution of the Association,any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.
Section 1 The annual dues of each Active member of this Association shall be established each year by the meetings’ acceptance of the Budget Committee’s proposeddues. Said dues to become effective and payable on the anniversary of membership. The annual dues for Associate members shall be determinedby the Budget Committee.
Section 1 No expenditures may be made by this association in excess of the sum of $300.00 without consent of a majority of the Board of Directors, with the exception of the Secretary’s salary.
Section 2 All written contracts and obligations of this Association shall be signed by the Secretary, subject to the written approval of the President.
Section 3 Assessments for funds may be made upon the members of this Association at such times and in such amounts as the Board of Directors may determine.
Qualifications for Voting
Section 1 Only members in good standing and not indebted to the Association shall be qualified to vote at any meeting. Ballots by proxy of absent members shall not be recognized.
Order of Business
The order of business for meetings for this Association shall be determined by the officers as may best be adapted to the needs of the occasion.
In all questions of parliamentary procedure, “Roberts Rules of Order” shall be the governing authority.
These By-Laws may be amended by any regular or special meeting of the Association by a vote of (2/3) of the members present.