BY-LAWS OF THE MOUNTAIN EMPIRE CHAPTER OF EASA
ARTICLE I - NAME
Section 1. NAME
The name of this association shall be the Mountain Empire Chapter of the Electrical Apparatus Service Association, Inc. (EASA). It's geographic area shall include the state of Utah, Idaho, Montana, Washington, and Alaska, the following counties in the state of Wyoming; National Park, Teton, and Sweetwater, and the following counties in the state of Nevada; all counties east, and Elko, Lander, and Nye.
The location of the Administrative office shall be designated by the Chapter Officers.
ARTICLE II - OBJECTS
Section 1. OBJECTS
The objects of this Chapter shall be:
A. To foster the trade, commerce and interest of those engaged in the business of servicing and marketing electrical, electronic, and mechanical apparatus.
B. To correct trade abuses relative thereto.
C. To secure freedom from unjust or unlawful exaction.
D. To collect and disseminate information of value to members of the public.
E. To promote uniformity and certainty in the trade customs of those having a common interest in the industry.
F. To arbitrate differences between members.
G. To encourage a more enlarged and friendly communication between members.
H. To support and promote the activities of the Electrical Apparatus Service Association, Inc., to promote voluntary standards and cooperation in order to avoid undue government intervention.
ARTICLE III -MEMBERSHIP
Section 1. DEFINITION OFMEMBER
Active members of this Chapter shall be firms located in the Chapter's area, who are members in good standing of the Electrical Apparatus Service Association, Inc., and are actively engaged in the business of servicing and marketing electrical and electronic apparatus. Members must meet the qualifications as set forth in Article III, Section 1. (a) 1, A-F and 2, in the EASA, Inc. By-laws.
A. Where an Active or Affiliated member's firm has branches in different locations within the Chapter area, each facility shall be eligible to apply for its own membership in the Association and the benefits of membership shall not be made available to, nor be used by, any such separate facility which does not hold its own membership in the Association.
B. Affiliate members of this Chapter shall be firms who are not eligible as Active members, but who are engaged in a business whose interest are closely identified with those of "EASA" and this Chapter. Eligibility to membership under this classification shall be determined by the Chapter members by a majority vote. Affiliate members, who are not also Associate members of the International shall not use the International emblem or any advertisement which would indicate International membership. If a Chapter Affiliated member is also an Associate member, they are entitled to use the International emblem in their advertising, but must make note that they are Associate members.
C. Privileged members shall be persons who have rendered services to the Mountain Empire Chapter of EASA and who wish to remain involved with this Chapter.
D. Where member is referred to in these By-laws, it is intended to mean either Active member, Affiliate, or Privileged member, unless otherwise stated.
Section 2.MEMBER REPRESENTATIVE
A. Each member firm in good standing shall designate in writing a principal or full-time employee of the firm who shall have full authority to act for the Chapter member firm.
B. Each Active member firm shall be entitled to one vote.
C. Affiliate members shall not be entitled to vote, but shall be allowed other privileges subject to such restrictions
as may be determined by the Chapter members by a majority vote. Privileged members shall not be entitled to
vote or hold office.
Section 3. DUES AND PRIVILEGES
Each member shall pay such dues and assessments as shall be set forth by the Chapter members by a majority vote, and International dues as set by EASA, and shall exercise and enjoy such rights and privileges as these By-laws and Amendments thereto shall provide.
Section 4.MEMBERSHIP APPLICATION
A. Application for Active membership shall be made upon forms provided by EASA, Inc. for such purpose and sponsored by an Active Chapter member. The applicant, if eligible as per EASA By-laws, Article III, Section 1, (a) 1, A-F, and approved by the Chapter members majority vote, the Regional director and EASA, shall upon payment of Chapter and International dues and fees, become an Active member of the Chapter.
B. Application for Affiliate membership shall be made in writing to the Chapter Secretary-Treasurer. Applicants who are Associate member of EASA Inc. and who are located in the area covered by the Mountain Empire Chapter shall, upon payment of dues, be accepted as Affiliate members. Applicants who are not Associate members of EASA Inc., if eligible and approved by the Chapter Members by a majority vote, shall upon payment of any required Chapter dues or fees, become an Affiliate member of this Chapter.
C. Application for Privilege membership shall be made in writing to the Chapter Secretary-Treasurer. The applicant, if eligible and approved by the Chapter members by a majority vote, shall upon payment of any required Chapter dues or fees, become a Privileged member of this Chapter.
Section 5. MEMBERSHIP TERMINATION
A. Membership in the Chapter may be terminated by a member at any time with written notice to the Chapter Secretary-Treasurer, with such termination being effective upon receipt. All Chapter and Association property in a member's possession must be returned at that time and all privileges as a member of the Chapter relinquished.
B. Should any member or firm cease to be actively engaged in the business described in Article III, Section 1(a) of International By-laws, said Active membership in this Chapter shall thereupon be automatically terminated and all rights, title and interests in the property of the Chapter shall terminate.
C. Members may be censured, suspended or expelled by the Active membership of the Chapter for violation of the By- laws of the Chapter Governing Policies or the Code of Business Practice of EASA or for conduct prejudicial to the best interests of this Chapter. Expulsion shall be by the majority vote of the Active membership as provided for in Article XI of these By-laws provided that a statement of the charges shall have been mailed by registered mail to the member under charge at his or its last recorded address at least 30 days before final action is taken, such statement shall be accompanied by a notice of when and where the Active membership is to take action. The member shall have an opportunity to be heard. Individuals or firms, by virtue of becoming members of the Chapter, shall be deemed to have consented to the right of the Chapter to impose such disciplinary action.
D. Any action taken by a Chapter shall be subject to review by the Board of Directors of EASA, Inc., which may, by two-thirds (2/3) vote; declare such action by a Chapter null and void.
Section 6.MEMBERSHIP YEAR
The Membership year for all Chapter members shall be from April 1 throughMarch 31.
Section 7. CHANGE OF NAME OR OWNERSHIP
A. If any Active member or Firm changes its name without any change in controlling ownership interest, said firm must notify EASA headquarters within sixty (60) days of the official name change.
B. Any sale or transfer of the controlling ownership in any firm holding Active membership herein, shall forthwith automatically terminate said membership, unless the member shall notify EASA headquarters within sixty (60) days of such event and an application for continuation of membership is made within that time. If continuation is approved in accordance with the procedures set forth in Article III, Section 3, of EASA Inc., By-laws no entrance fee or dues are required if the dues are already paid for the current membership year. If continuation is not approved, EASAmembership shall terminate.
C. No membership can be transferred.
ARTICLE IV - ACTIVITIES
Section 1. REGULATIONS
A. The activities of this Chapter shall be subject to such limitations and regulations as may be specified by EASA Inc.
B. The International Association shall not be responsible for any obligations, financial or otherwise, of this Chapter.
ARTICLE V -MANAGEMENT
Section 1.MANAGEMENT
The Active management of this Chapter shall be vested in its Executive Officers as provided in Article vii of these By-laws.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 1. COMPOSITION
The Executive Committee shall consist of the President, who shall be Chairman, Vice-president, and Secretary- Treasurer as voting members and shall serve for one Administrative year, or until their successors are elected.
Section 2. AUTHORITY
A. The Executive Committee may act for and in behalf of the Active membership in the interim between meetings of the Active members of the Chapter.
B. All the acts of the Executive Committee shall be subject to substitution, alteration, amendment, or repeal by a majority vote of the Active membership provided there is ten percent (10%) of the Active Membership present for voting.
C. The Executive Committee may not authorize any non-budgeted expenditure exceeding an amount determined by the Active membership of said Chapter, as designated in the Governing Policies.
Section 3.MEETINGS
A. Semiannual Executive Committee meetings will be held at the Spring and Fall Conventions. If the majority of the
Executive Committee are not planning to be in attendance at these conventions, then a telephone meeting will be
held within 15 days prior to said Conventions. Minutes of this meeting shall be kept.
B. The Executive Committee Special meetings will be held, when called for by any two (2) members of the Executive
Committee, upon five (5) days notice by the Chairman.Minutes of this meeting shall be kept.
C. The Executive Committee may conduct a meeting by telephone conference call. All action taken at such telephonic
meeting shall be subject to the same voting, notice, and other requirements as any other meeting of the
Executive Committee and any action taken at such telephonic meeting shall have the same force and effect as a meeting of the Executive Committee in person. Minutes of this meeting shall be kept.
Section 4. VOTING
Decisions of the Executive Committee require the approval of two (2) of its voting members, which constitutes a majority.
Section 5. EXPENDITURES
One meal for each of the Executive Committee members incurred when attending Special Committee meetings shall be paid by the Chapter.
ARTICLE VII - OFFICERS AND THEIR DUTIES
Section 1. OFFICERS
The elected officers of the Chapter shall be the President, Vice-president and Secretary-Treasurer, all of whom shall be elected by and from the Chapter's Active membership, excluding the Secretary-Treasurer, whom may be elected from either the Active members or the Affiliate members, at the annual Fall Chapter meeting to serve beginning the Spring meeting of the following year.
Section 2. PRESIDENT
The President shall be the Chief Executive Officer of the Chapter and shall preside at all Chapter meetings. He shall perform all duties as are provided for in these By-laws and such other duties as usually are incidental to this office.
A. Coordinate all activities of the Chapter, which will include attendance at the Chapter's Spring & Fall meetings.
B. Work in close cooperation with International Headquarters at all times.
C. Keep abreast of all Chapter functions and activities by receiving copies of all correspondence between Officers and Regional director.
D. Give his full assistance to all Officers of the Chapter in performing their own duties.
E. Assist in the recruiting of new members and welcome each new member in the Chapter, either by mail, telephone or personal visit.
F. Make certain that provisions are made for the Chapter meetings immediately following his term of office. He should work closely with the Vice-president in making the above referenced tentative plans since those meetings will be held in the Vice-president's term of office as President, assuming he will go through the chairs.
G. Assume responsibility for the formation of a Nominating Committee, consisting of the three (3) most recent Past Presidents, with the most recent Past President as the Chairman, for the purpose of selecting nominees for new officers each year.
H. Attend the Chapter Officer's meeting in St. Louis.
Section 3. VICE-PRESIDENT
The Vice-president shall, during the absence of disability of the President, exercise all the powers and discharge all the duties of the President until the President shall return or his successor be chosen.
A. Keep abreast of all Chapter activities so he will have full knowledge of all Chapter functions in the event he should have to substitute for the President.
B. Be placed in charge of all Memberships either: pending, new, old, or terminated. He shall present a Membership report to the Members of the Chapter at each Semiannual meeting of the Chapter which shall be prepared by the Secretary-Treasurer. Be a member of theMembership Committee.
C. Stand ready to assist any of the Officers in the performance of their own duties.
D. Actively participate in the planning of the next year's Chapter meeting.
Section 4. SECRETARY-TREASURER
The Secretary-Treasurer shall be a combined office in this Chapter.
A. Prepare a yearly Budget to be presented to and approved by the Chapter members at the annual Spring meeting.
B. Prepare for the Vice-president, a Membership report for both the Spring and Fall Chapter meetings.
C. Work in close cooperation with the other Chapter Officers and render assistance whenever necessary.
D. Prepare and present a Financial report at each meeting of the Active members.
E. Be responsible for the supervision and administration of all funds belonging to the Chapter in accordance with the adopted Budget.
F. Be responsible for recording the proceedings of all meetings of the Chapter Members, Officers, and/or Committees.
G. Attend the Chapter Officer's meeting in St. Louis.
Section 5. COMPENSATION
The President, Vice-president, and Secretary-Treasurer shall serve without pay unless provisions have been made by the Active membership of the Chapter.
Section 6. RESIGNATION AND REMOVAL
A. An Officer may terminate his office at any time by written notice to the Chapter membership, via the Vice- president, with such termination being effective upon receipt.
B. If an Officer fails to perform the duties of the office entrusted to his or is guilty of misconduct involving moral turpitude, he may be removed for such due cause by a majority vote of the Chapter member and after notification and approval from EASA, Inc.. Notice to an Officer whose removal is to be considered shall be provided at least thirty (30) days before said meeting, at which the Officer shall have the opportunity to be heard.
C. All Chapter and Association property given him in his capacity as an Officer shall be returned upon termination.
Section 7. ADDITIONAL DUTIES & CHAPTER BUSINESS
Additional duties and Chapter business to be performed by Chapter Officers shall be:
A. Assist all Officers in the performance of their duties and keep them informed of Chapter activities.
B. Be responsible for maintaining all permanent files of the Chapter, including filed minutes of meetings, financial statements, budgets, membership reports, tax records, and all other pertinent data.
C. Be responsible for handling all Chapter money..
D. Pay all Chapter bills and invoice any payments owed to the Chapter.
E. Have the financial books and records audited as requested.
F. If and when requested to do so, be bonded in the amount set forth by the Chapter members by a majority vote.
G. Prepare all necessary tax forms and payments when due.
H. Keep in supply, and in good condition, name tags to be used at each Chapter meeting.
I. Publish the biyearly Chapter newsletter.
J. Make him/herself known to other Chapters, in order to exchange ideas and keep the Chapter posted on events throughout the EASA organization which may be of interest to the Chapter. During the four (4) month collection period, keep abreast of the dues that are late, and assess the 15% penalty. Assist in implementing the annual Fall and Spring meetings along with the appointed committees.
K. Prepare the following forms or reports for each Chapter meeting:
1 Certificates as requested by Chapter Officers.
2 Dues report (Spring meeting only)
3 Financial Report, Secretary-Treasurer to present.
4 Membership report, Vice-president to present.
5 Have a copy of the minutes of the last Chapter meeting on hand.
6 Budget, Secretary-Treasurer to present.
7 Process all New membership applications promptly.
Section 8. VACANCIES
A vacancy in any office shall be filled within ninety (90) days in the same manner as said office was originally filled. Any Officer elected to fill such vacancy shall serve until the expiration of the term of the Officer being replaced. If the President resigns, the Vice-president shall assume the responsibilities of the President until the vacancy is filled.
During this time, the Vice-president shall appoint another Active member to serve on the Executive Board for voting purposes.
Section 9. REPRESENTATIVE CHANGE
All officers must remain the Official representative of the same Member firm during their term of office. If such employment changes, then the Officer shall automatically be disqualified from his position. Upon such a change in employ-met, if ex-officer becomes a representative for another Member firm, he is immediately eligible for reelection.
ARTICLE VIII - COMMITTEES
Section 1. STANDING COMMITTEES
Standing committees of the Chapter shall be; the Executive Committee (Article VI, Section 1), the Nominating Committee (Article IX, Section 1), and the Membership Committee. Chairman of the Membership Committee shall be voted on by the membership, who shall appoint other members to this committee.
Section 2. SPECIAL COMMITTEES
Special committees may be appointed by the President for his Administrative Year. Such as meeting committees, etc.
Section 3. REPORTING OF COMMITTEES
All committees shall report to the President of the Chapter, and when called upon to do so, the Membership at meetings.Minutes of any Committee meetings shall be taken by the Secretary-Treasurer when feasible for this Officer to attend, otherwise by a committee member.
Section 4. EX-OFFICIOMEMBER
The Secretary-Treasurer shall serve as a non-voting member of the Executive Committee, and unless specifically excluded from other committees by the Chapter Officers. If the Secretary-Treasurer is from an Affiliate member firm, then another Chapter member will be added to the Executive Committee as a voting member. The specific duty of the Secretary-Treasurer
ARTICLE IX - NOMINATION OF OFFICERS
Section 1. NOMINATING COMMITTEE
A. The Nominating Committee shall consist of the three (3) most recent Past Presidents who are available and willing to serve. The most recent Past President shall serve as Chairman. If the three (3) most recent Past Presidents are not available, or willing to serve, the President may appoint the members of the Nominating committee as he sees fit.
B. The President, thirty (30) days prior to the annual Fall meeting of the Chapter, shall notify the members of the Nominating Committee to provide a slate of no less than three (3) nominees for consideration by the Chapter's Active membership for Officers at the annual Fall meeting.
Section 2. CONSENT OF NOMINEE
Each nominee for Officer must have consented to serve if elected and abide by the responsibilities as set forth in these By-laws and Governing Policies.
ARTICLE X - OFFICER ELECTION
At least thirty (30) days prior to the annual Fall meeting, the President will notify the Nominating Committee to provide at lease three (3) nominees for election for Officers, which shall take place at the annual Fall meeting of the Chapter membership.
A. Upon request of any three (3) members of the Chapter Active members, secret ballots will be used in voting.
ARTICLE XI -MEETINGS
Section 1. BUSINESSMEETINGS
Business meetings of the Chapter shall be held as a part of the Spring and Fall meetings of the Chapter. Ten percent (10%) of the Active membership must be present for a meeting to occur.
Section 2. SPECIALMEETINGS
Special meetings of the Chapter shall be called by the President or by a simple majority of the Active membership of the Chapter on twenty (20) days written notice by mail, with such notice stating the purpose of the meeting. At any Special meeting, the material covered shall only be those matters stated in the notice. A summary of the minutes of all meetings shall be available to the Chapter membership upon written request. Ten percent (10%) of the Active membership must be in attendance to vote on any issues.
Section 3. TELEPHONEMEETINGS
Where the President, or any two (2) members of the Executive Committee or a majority of the Chapter members are of the view that a matter affecting the Chapter is of an emergent nature requiring the prompt attention of the entire Executive Committee, then, under such circumstances, the Executive Committee may conduct a Special meeting by telephone conference call. All action taken at such telephonic meetings shall be subject to the approval or repeal by a majority vote of the Chapter membership. Minutes of all such telephonic meetings shall be taken and made available to the members upon written request. At any such meeting, the first order of business shall be the consideration of whether there is an emergency. A majority of the Executive Committee must find that an actual emergency exists before the Executive Committee can consider the stated purpose of the meeting.
Section 4. CHAPTERMEETINGS
Semiannual meetings of the Chapter shall be held each year in the Spring and Fall. If at either of these meetings ten percent (10%) of the members are not in attendance for voting, then a Special meeting of the Chapter membership shall be called by the President.
Section 5. ORDER OF BUSINESS
The order of business at the Business meeting shall be as follows:
A. Roll Call
B. Reading of the Minutes of previous meeting
C. Reading of communications
D. Reports of Officers
E. Reports of Committees
F. Unfinished Business
G. New Business
H. Nomination of Officers (Fall meeting only) or Introduction of New Officers (Spring meeting only)
I. Adjournment
ARTICLE XII - VOTE AND QUORUM
Section 1. ACTIONS AND VOTING
Except as otherwise provided herein, action of the Chapter shall be taken as follows:
A. By the majority vote of the Active members of the Chapter, present or represented by proxy at the meeting, provided ten percent (10%) are present.
B. The Officers of the Chapter shall have the power to call for voting by mail from the Active members of the Chapter and such mail ballot shall be of the same effect as a vote of any meeting.
C. Mail ballots not answered in twenty (20) days from the date of mailing shall be counted in the affirmative and this condition shall be so stated on each ballot or proposal to be voted on. A total of at least ten percent (10%) of the total Chapter members must answer any mail voting.
Section 2. PROXIES
Voting representatives of Active members absent from any meeting of the Chapter or its division may be
represented by proxy, which shall be in writing.
Section 3. QUORUM
A. Ten percent (10%) of the total Active members in good standing present in person or by proxy, shall constitute a quorum at the Regular or Special meetings of the Chapter.
B. A majority of the members of a committee shall constitute a quorum at its meetings.
C. In a mail ballot, at least ten percent (10%) of the total Active membership must answer the ballot for it to be considered as a quorum.
ARTICLE XIII - FINANCES
Section 1. DUES
Each member shall pay such fee, dues, and/or assessments in whatever amount and manner as may be deemed appropriate by the Chapter, and adopted by a vote of the members in good standing present or proxy at any annual meeting or Special meeting called for this purpose, provided there is ten percent (10%) present.
Section 2. DELINQUENCY
Dues and/or assessments become delinquent sixty (60) days after date of invoice mailing. If not paid within ninety
(90) days of said invoice mailing date, said membership shall automatically terminate, unless otherwise ordered by special action of the Chapter’s Officers, and approved by EASA Headquarters. Dues will not be refunded for the current membership year for any reason.
Section 3. CHAPTER FUNDS
All funds shall be kept in depositories approved by the Chapter Officers, and shall be paid our for such purposes as have been approved by the Chapter Officers, in accordance with these Bylaws. All moneys from the Chapter funds shall be signed by any one (1) of the Chapter Officers, or other as specified in the Chapter Governing Policies.
Section 4. ACCOUNTING, FINANCIAL STATEMENTS
Proper books of Chapter Accounts shall be kept and a Financial report and/or Audit, if requested, submitted at the close of the fiscal year. Interim financial reports without audit shall be provided at all meetings of the Chapter members and Officers meetings, and as requested in writing by any Chapter member.
Section 5. BUDGET
The Chapter shall adopt a Budget prior to the beginning of each Fiscal Year, and may make adjustments to said Budget as may be deemed necessary and approved by the Chapter Officers in accordance with these Bylaws. The Budget shall be presented for approval at the annual Spring meeting.
Section 6. EXPENDITURE LIMITATIONS
No one shall incur any obligation on behalf of or in the name of the Chapter in excess of the budgeted amount without the prior approval of the Executive Committee, subject to the limitations of Article VI, 2, ( C ) of these Bylaws.
Section 7. REIMBURSEMENT OF EXPENSES
A. Claims for reimbursement must be submitted within sixty (60) days of the date incurred.
B. Not withstanding any language to the contrary in these Bylaws, claims for reimbursement after sixty (60) days forbudgeted expenses may be approved by the Executive Committee. Claims in excess of the budgeted amount may be approved by the Executive Committee as allowed by these Bylaws.
ARTICLE XIV - PROCEDURES
Section 1. NOTICES
The Secretary-Treasurer shall notify all members of meetings of the Executive Committee. These meetings are open for any Chapter member to attend.
Section 2. PROPOSALS
Each Chapter member may submit questions, proposals or resolutions to the Executive Committee for its consideration. These items shall be submitted days in advance of an Executive Committee meeting.
Section 3. EXECUTIVE COMMITTEE RECOMMENDATIONS
If the Executive Committee finds that any matter before it affects the fundamental policies of the Chapter, and require immediate action by the members, the Committee shall prepare its recommendations in the form of a mail ballot favorite by the members in accordance with these By-laws.
Section 4. PARLIAMENTARY PROCEDURE
Except as otherwise provided herein, Roberts Rules of Order, as amended from time to time, shall govern any question of parliamentary procedure.
ARTICLE XV - DISSOLUTION
Section 1. VOTE
The Chapter may be dissolved by a majority vote of the membership at a Special meeting called for that purpose. Such dissolution to be effective ninety (90) days after such a vote is taken and provided all outstanding obligations of the Chapter have been paid.
Section 2. ASSET DISTRIBUTION
In the event of dissolution of the Chapter, its surplus funds and other assets shall be divided among the members in good standing at the time, in proportion to the amount of dues paid by each member during the preceding Fiscal Year.
ARTICLE XVI - BY-LAWAMENDMENTS
Section 1. AMENDMENTS
Proposed amendments to these By-laws shall be referred to the Chapter for adoption by a majority vote of the members of the Chapter, present or proxy in good standing at any Regular meeting or Special meeting called for that purpose, or by mail ballot as provided for in Article XII, Section 1, B and C.
Section 2. NOTICE
Notice of proposed amendments to the By-laws must be given to the voting membership not less than thirty (30) days prior to the:
(a) Meeting at which such amendments will be considered,
(b) Date when mail balloting is closed. ARTICLE XVII - CALENDAR Section 1. FISCAL YEAR
The Fiscal Year of the Chapter shall be from April 1 through March 31 of the following year.
Section 2. ADMINISTRATIVE YEAR
The Administrative Year of the Chapter shall be from the close of the annual Spring meeting, to the close of the annual Spring meeting of the following year.
GOVERNING POLICIES
Resolved, that the governing policies serve to further clarify the Bylaws as well as to cover subject matter not defined by the Bylaws that need some type of control. Further, these resolutions on policy may be changed or amended from time to time as the occasion may demand, and that they will automatically be reviewed after five
(5) years have elapsed since their adoption or last date of review; and be it further
Resolved, that the policies shall be arranged under the headings of:
(a) Membership, 10 - 19
(b) Chapter, 20 - 29
(c) Officers, 30 - 39
(d) Meetings, 40 - 49
(e) Dues and Collections, 50 - 59
(f) Misc. General Policies, 60 - 69
MEMBERSHIP
ProspectiveMembers
10. Resolved, that in response to a request from EASA Headquarters, a representative of the Chapter shall visit, inquire, or telephone a prospective member firm and report his findings to the Chapter President, who in turn will forward these findings to EASA Headquarters. If the Applicant is eligible for membership, after receiving the application from EASA Headquarters, the Chapter will then vote on the Prospective member firm. If an application for Active membership is made between semiannual Chapter meetings, directly to the Chapter, the application will be sent to EASA Headquarters along with the application fee and dues. An Active member or Affiliate member in the vicinity of the applicant will then visit the applicants place of business for the purpose of gathering information and filling out a questionnaire that will be given to the Chapter Executive Committee. The Chapter Executive Committee will then use this report and the questionnaire to determine whether the applicant is eligible to become an Active member of EASA. If the Executive Committee determines that the applicant is qualified to become an Active member, it will
notify the Chapter membership accordingly by letter, which is the responsibility of the Secretary-Treasurer. The Chapter members will then have fifteen (15) days to respond in the affirmative or otherwise. No response is assumed to be a Yes vote in favor of admitting the applicant, however fifteen (15%) percent of the members must respond for a mail ballot to be valid as per the Bylaws. A majority in the affirmative at the end of fifteen (15) days will approve the application which will then be forwarded to EASA Headquarters who will notify the applicant that his membership application has been accepted. Likewise, a majority of negative votes will reject the application which will then be forwarded to EASA Headquarters who will notify the applicant that they were not approved for membership and will return the applicant’s dues and/or fees.
ProspectiveMembers Sponsors
11. Resolved, that a Prospective member applying for EASA membership should get one of the three (3) Active Chapter members closest to his place of business to sponsor him. If these three (3) members are not willing to be the sponsor, the Executive Committee will have the responsibility to find a sponsor within the Chapter, if it is determined that the prospective member is eligible for membership.
Prospective Member Meeting Attendance
12. Resolved, that a Prospective member or his representative need not be present at the Chapter meeting when said Prospective member’s application for membership is voted on.
EASA Emblem
13. Resolved, that Affiliate members of the Chapter may not use the EASA emblem or publicize their affiliation with EASA unless they are also an Associate member of EASA, and then, upon displaying the EASA emblem, they must indicate that they are Associate members of EASA.
Code of Business Practice, Violation
14. Resolved, that a member who has a complaint against another member for violation of the EASA Code of Business Practice must send a written letter, stating such complaint, to the Chairman of EASA’s Trade Relations Committee, who will then follow the member complaint procedure set up by EASA. A copy of said letter should also be sent to the Chapter Executive Committee Chairman.
Member Reinstatement
15. Resolved, that there shall be no Active membership reinstatement, if requested for delinquent dues. Any application for reinstatement for late payment of dues shall be treated as a New member application subject to the rules and fees as set forth in Article III, Section 3, and Governing Policy 10 of the EASA, Inc. Bylaws.
CHAPTER
Chapter Meeting Minutes
20. Resolved, that the Secretary-Treasurer shall send a copy of the minutes of annual Spring and Fall meetings to the Executive Vice President of EASA within ten (10) days after the date of the meeting. Minutes of all other meetings involving the Chapter shall be sent to the Executive Committee Chairman within thirty (30) days after the date of the meeting. All minutes, of any meeting, shall be upon written request forwarded to any Chapter member by the Secretary- Treasurer.
EASA Official at Chapter Meetings
21. Resolved, that the Chapter may request the attendance of the EASA President at one Chapter meeting each year, or a Staff Engineer or the Executive Vice President, for the purpose of presenting a program. The Chapter will pay the President's (including spouse) or staff member’s hotel and meeting registration expense. EASA will pay their reasonable transportation and meal expenses.
EASA Officers Training, ST. Louis
22. Resolved, that each year, the incoming President, plus one other incoming Chapter Officer, usually the incoming Secretary/Treasurer, shall attend the Chapter Officers meeting held in St. Louis. If the incoming Secretary/Treasurer cannot attend, then the incoming Vice-president may attend. The Chapter shall pay the transportation to and from the Officers Meeting at the lowest obtainable price. If only one Officer is able to attend, then the Chapter will pay the airfare of the attending Officers’ spouse. EASA, Inc. will pay a per diem for local expenses at this meeting for the Officers only. (Incoming defined as: the officers elected at the Fall Chapter Meeting)
Executive Committee, Length of Term
23. Resolved, that the Executive Committee members shall hold office from the end of the SpringMeeting to the end of the following years Spring Meeting. It is further resolved, that the Executive Committee members, President, Vice President, and the Secretary-Treasurer shall be moved up in office each year and voted on to accept by acclimation, upon acceptance by said individuals, thereby only having to nominate for a Secretary-Treasurer, unless the Secretary- Treasurer office is held by an Affiliate member, who can hold only this specific office in the Executive Committee. If this is the case, election for more than one Officer will have to be held.
OFFICERS
MEETINGS
Spring Meeting
40. Resolved, that the Spring meeting shall be for one full day only, preferably on a Saturday, with an early bird party the night prior. The date and place of this meeting shall be voted on by the Chapter membership and a date and place for the subsequent years Spring meeting, to facilitate advance planning by a Planning committee and Host member, for accommodations, program and finances. A Planning Committee along with the Executive Committee and a Host member shall plan the events of said meeting. All bills, for said meeting shall be paid immediately after said meeting where feasible, or sent directly to the Executive Committee for their approval and immediate payment thereof by the Secretary/Treasurer. Moneys for said meeting should be kept within the approved budget for said year. If expenditures exceed the budget, the Executive Committee must approve said over budget expenditure prior to said meeting as per these Bylaws.
Fall Meeting
41. Resolved, that the Fall Meeting place and Hosts shall be elected and voted on by the Chapter members. The Fall meeting date and place for the subsequent year shall also be voted upon to facilitate advance planning by a Planning committee and Host member, for accommodations, program and finances. The Executive Committee in cooperation with the Host members and a Planning Committee shall be responsible for planning said meeting. All bills, for said meeting shall be paid immediately after said meeting where feasible, or sent directly to the Executive Committee for their approval and immediate payment thereof by the Secretary/ Treasurer. Moneys for said meeting should be kept within the approved budget for said year. If expenditures exceed the budget, the Executive Committee must approve said over budget expenditure prior to said meeting as per these Bylaws.
Early Meeting Registration
42. Resolved, that for each meeting/convention, early registration is requested. If you register, and do not give 3 days notice of cancellation to the meeting Chairman, you will be required to pay the registration fee anyway, and if you have prepaid, there will be no refund. If you do not pre- register ten (10) days prior to the convention day, the registration fee will have twenty (20%) percent or Twenty-five dollars ($25.00), whichever is more added to it.
DUES AND COLLECTIONS
Dues
1 Resolved, that the annual dues for all Active and Affiliate members of the Chapter shall be; One hundred twenty-five dollars ($125.00). Collection of said dues is made directly by EASA Headquarters. Dues deadline shall correspond with EASA International.
2 Resolved, that all dues, both International and Chapter, are due by February 10th. Any dues received after this time will be considered delinquent. The Chapter receives a fifteen (15) percent discount for dues paid by March 1. Should the Chapter loose the fifteen (15) percent discount, this amount will be added to the Chapter dues for that year, a statement being sent out by the Secretary-Treasurer to said delinquent Chapter members.
3 Resolved, that dues for all Active, Affiliate and Privileged members are the same, and may be increased from time to time upon a majority vote of the Active Chapter members.
4 Resolved, that all Active, Affiliate, or Privileged members, joining the Chapter after April 1st, are to pay three quarters (3/4) of a years dues, and after June 30th, to pay one half (1/2) of a year’s dues and after September 30th, to pay one quarter (1/4) of a year’s dues and after December 31st, are to pay a full years dues. The membership year shall remain April 1st throughMarch 31st in all instances.
Dues Refund
54. Resolved, that no refund shall be made by the Chapter for overpayment for goods, services, or dues, unless the amount is five dollars ($5.00) or more, unless, a specific request is made in writing to the Chapter Secretary-Treasurer for refund with thirty (30) days.
Chapter Check Signatures
55. Resolved, that all Chapter Checks shall require the signature of any one (1) of the members of the Executive Committee /Chapter Officers for that given year. Each year, a new signature card must be filled out for the Bank that holds the Chapter fund. It is not necessary to change Banks each year as new officers come in or a designated Member, as per the Executive Committee for that given year.
MISC. GENERAL POLICIES
“EASA” Name or Title
60. Resolved, that no member firm or individual shall use the word “EASA” in its Company name or title. There are no exceptions to this policy.
EASA Training films, VHS, Training Materials
61. Resolved, that the Chapter’s EASA Training films or VHS or any acquired learning material, shall be made available to Active and Affiliate members of the EASA Association for a period of not more than three (3) weeks. At which time, all material must be returned to the Chapter Secretary-Treasurer with a letter, stating what you are returning, item by item, the date you received and returned all material and whether or not it was upon receiving and returning, in good working order. A fine of ten dollars ($10.00) will be charged for the keeping of the material longer than the three (3) week period.
Bylaws Changes
62. Resolved, that the membership of the Chapter shall be given a minimum of thirty (30) days prior written notice of any proposed changes to the Bylaws before a ratification vote of the membership can be taken. In addition to providing the precise wording of changes proposed, said notice shall also provide the intent in proposing such change.
Executive Committee Meetings
63. Resolved, that Executive CommitteeMeetings shall be open to all Chapter members.
Audit Committee
64. Resolved, that the Audit Committee shall consist of the President as Chair, the Secretary- Treasurer, and a member elected by the membership, from the Active Members in good standing.
Budget and Finance Committee
65. Resolved, that the Budget and Finance Committee shall consist of the Immediate Past President as Chair, the President as chair, Vice President, Secretary-
Executive Committee for that year.
ARTICLE I - NAME
Section 1. NAME
The name of this association shall be the Mountain Empire Chapter of the Electrical Apparatus Service Association, Inc. (EASA). It's geographic area shall include the state of Utah, Idaho, Montana, Washington, and Alaska, the following counties in the state of Wyoming; National Park, Teton, and Sweetwater, and the following counties in the state of Nevada; all counties east, and Elko, Lander, and Nye.
The location of the Administrative office shall be designated by the Chapter Officers.
ARTICLE II - OBJECTS
Section 1. OBJECTS
The objects of this Chapter shall be:
A. To foster the trade, commerce and interest of those engaged in the business of servicing and marketing electrical, electronic, and mechanical apparatus.
B. To correct trade abuses relative thereto.
C. To secure freedom from unjust or unlawful exaction.
D. To collect and disseminate information of value to members of the public.
E. To promote uniformity and certainty in the trade customs of those having a common interest in the industry.
F. To arbitrate differences between members.
G. To encourage a more enlarged and friendly communication between members.
H. To support and promote the activities of the Electrical Apparatus Service Association, Inc., to promote voluntary standards and cooperation in order to avoid undue government intervention.
ARTICLE III -MEMBERSHIP
Section 1. DEFINITION OFMEMBER
Active members of this Chapter shall be firms located in the Chapter's area, who are members in good standing of the Electrical Apparatus Service Association, Inc., and are actively engaged in the business of servicing and marketing electrical and electronic apparatus. Members must meet the qualifications as set forth in Article III, Section 1. (a) 1, A-F and 2, in the EASA, Inc. By-laws.
A. Where an Active or Affiliated member's firm has branches in different locations within the Chapter area, each facility shall be eligible to apply for its own membership in the Association and the benefits of membership shall not be made available to, nor be used by, any such separate facility which does not hold its own membership in the Association.
B. Affiliate members of this Chapter shall be firms who are not eligible as Active members, but who are engaged in a business whose interest are closely identified with those of "EASA" and this Chapter. Eligibility to membership under this classification shall be determined by the Chapter members by a majority vote. Affiliate members, who are not also Associate members of the International shall not use the International emblem or any advertisement which would indicate International membership. If a Chapter Affiliated member is also an Associate member, they are entitled to use the International emblem in their advertising, but must make note that they are Associate members.
C. Privileged members shall be persons who have rendered services to the Mountain Empire Chapter of EASA and who wish to remain involved with this Chapter.
D. Where member is referred to in these By-laws, it is intended to mean either Active member, Affiliate, or Privileged member, unless otherwise stated.
Section 2.MEMBER REPRESENTATIVE
A. Each member firm in good standing shall designate in writing a principal or full-time employee of the firm who shall have full authority to act for the Chapter member firm.
B. Each Active member firm shall be entitled to one vote.
C. Affiliate members shall not be entitled to vote, but shall be allowed other privileges subject to such restrictions
as may be determined by the Chapter members by a majority vote. Privileged members shall not be entitled to
vote or hold office.
Section 3. DUES AND PRIVILEGES
Each member shall pay such dues and assessments as shall be set forth by the Chapter members by a majority vote, and International dues as set by EASA, and shall exercise and enjoy such rights and privileges as these By-laws and Amendments thereto shall provide.
Section 4.MEMBERSHIP APPLICATION
A. Application for Active membership shall be made upon forms provided by EASA, Inc. for such purpose and sponsored by an Active Chapter member. The applicant, if eligible as per EASA By-laws, Article III, Section 1, (a) 1, A-F, and approved by the Chapter members majority vote, the Regional director and EASA, shall upon payment of Chapter and International dues and fees, become an Active member of the Chapter.
B. Application for Affiliate membership shall be made in writing to the Chapter Secretary-Treasurer. Applicants who are Associate member of EASA Inc. and who are located in the area covered by the Mountain Empire Chapter shall, upon payment of dues, be accepted as Affiliate members. Applicants who are not Associate members of EASA Inc., if eligible and approved by the Chapter Members by a majority vote, shall upon payment of any required Chapter dues or fees, become an Affiliate member of this Chapter.
C. Application for Privilege membership shall be made in writing to the Chapter Secretary-Treasurer. The applicant, if eligible and approved by the Chapter members by a majority vote, shall upon payment of any required Chapter dues or fees, become a Privileged member of this Chapter.
Section 5. MEMBERSHIP TERMINATION
A. Membership in the Chapter may be terminated by a member at any time with written notice to the Chapter Secretary-Treasurer, with such termination being effective upon receipt. All Chapter and Association property in a member's possession must be returned at that time and all privileges as a member of the Chapter relinquished.
B. Should any member or firm cease to be actively engaged in the business described in Article III, Section 1(a) of International By-laws, said Active membership in this Chapter shall thereupon be automatically terminated and all rights, title and interests in the property of the Chapter shall terminate.
C. Members may be censured, suspended or expelled by the Active membership of the Chapter for violation of the By- laws of the Chapter Governing Policies or the Code of Business Practice of EASA or for conduct prejudicial to the best interests of this Chapter. Expulsion shall be by the majority vote of the Active membership as provided for in Article XI of these By-laws provided that a statement of the charges shall have been mailed by registered mail to the member under charge at his or its last recorded address at least 30 days before final action is taken, such statement shall be accompanied by a notice of when and where the Active membership is to take action. The member shall have an opportunity to be heard. Individuals or firms, by virtue of becoming members of the Chapter, shall be deemed to have consented to the right of the Chapter to impose such disciplinary action.
D. Any action taken by a Chapter shall be subject to review by the Board of Directors of EASA, Inc., which may, by two-thirds (2/3) vote; declare such action by a Chapter null and void.
Section 6.MEMBERSHIP YEAR
The Membership year for all Chapter members shall be from April 1 throughMarch 31.
Section 7. CHANGE OF NAME OR OWNERSHIP
A. If any Active member or Firm changes its name without any change in controlling ownership interest, said firm must notify EASA headquarters within sixty (60) days of the official name change.
B. Any sale or transfer of the controlling ownership in any firm holding Active membership herein, shall forthwith automatically terminate said membership, unless the member shall notify EASA headquarters within sixty (60) days of such event and an application for continuation of membership is made within that time. If continuation is approved in accordance with the procedures set forth in Article III, Section 3, of EASA Inc., By-laws no entrance fee or dues are required if the dues are already paid for the current membership year. If continuation is not approved, EASAmembership shall terminate.
C. No membership can be transferred.
ARTICLE IV - ACTIVITIES
Section 1. REGULATIONS
A. The activities of this Chapter shall be subject to such limitations and regulations as may be specified by EASA Inc.
B. The International Association shall not be responsible for any obligations, financial or otherwise, of this Chapter.
ARTICLE V -MANAGEMENT
Section 1.MANAGEMENT
The Active management of this Chapter shall be vested in its Executive Officers as provided in Article vii of these By-laws.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 1. COMPOSITION
The Executive Committee shall consist of the President, who shall be Chairman, Vice-president, and Secretary- Treasurer as voting members and shall serve for one Administrative year, or until their successors are elected.
Section 2. AUTHORITY
A. The Executive Committee may act for and in behalf of the Active membership in the interim between meetings of the Active members of the Chapter.
B. All the acts of the Executive Committee shall be subject to substitution, alteration, amendment, or repeal by a majority vote of the Active membership provided there is ten percent (10%) of the Active Membership present for voting.
C. The Executive Committee may not authorize any non-budgeted expenditure exceeding an amount determined by the Active membership of said Chapter, as designated in the Governing Policies.
Section 3.MEETINGS
A. Semiannual Executive Committee meetings will be held at the Spring and Fall Conventions. If the majority of the
Executive Committee are not planning to be in attendance at these conventions, then a telephone meeting will be
held within 15 days prior to said Conventions. Minutes of this meeting shall be kept.
B. The Executive Committee Special meetings will be held, when called for by any two (2) members of the Executive
Committee, upon five (5) days notice by the Chairman.Minutes of this meeting shall be kept.
C. The Executive Committee may conduct a meeting by telephone conference call. All action taken at such telephonic
meeting shall be subject to the same voting, notice, and other requirements as any other meeting of the
Executive Committee and any action taken at such telephonic meeting shall have the same force and effect as a meeting of the Executive Committee in person. Minutes of this meeting shall be kept.
Section 4. VOTING
Decisions of the Executive Committee require the approval of two (2) of its voting members, which constitutes a majority.
Section 5. EXPENDITURES
One meal for each of the Executive Committee members incurred when attending Special Committee meetings shall be paid by the Chapter.
ARTICLE VII - OFFICERS AND THEIR DUTIES
Section 1. OFFICERS
The elected officers of the Chapter shall be the President, Vice-president and Secretary-Treasurer, all of whom shall be elected by and from the Chapter's Active membership, excluding the Secretary-Treasurer, whom may be elected from either the Active members or the Affiliate members, at the annual Fall Chapter meeting to serve beginning the Spring meeting of the following year.
Section 2. PRESIDENT
The President shall be the Chief Executive Officer of the Chapter and shall preside at all Chapter meetings. He shall perform all duties as are provided for in these By-laws and such other duties as usually are incidental to this office.
A. Coordinate all activities of the Chapter, which will include attendance at the Chapter's Spring & Fall meetings.
B. Work in close cooperation with International Headquarters at all times.
C. Keep abreast of all Chapter functions and activities by receiving copies of all correspondence between Officers and Regional director.
D. Give his full assistance to all Officers of the Chapter in performing their own duties.
E. Assist in the recruiting of new members and welcome each new member in the Chapter, either by mail, telephone or personal visit.
F. Make certain that provisions are made for the Chapter meetings immediately following his term of office. He should work closely with the Vice-president in making the above referenced tentative plans since those meetings will be held in the Vice-president's term of office as President, assuming he will go through the chairs.
G. Assume responsibility for the formation of a Nominating Committee, consisting of the three (3) most recent Past Presidents, with the most recent Past President as the Chairman, for the purpose of selecting nominees for new officers each year.
H. Attend the Chapter Officer's meeting in St. Louis.
Section 3. VICE-PRESIDENT
The Vice-president shall, during the absence of disability of the President, exercise all the powers and discharge all the duties of the President until the President shall return or his successor be chosen.
A. Keep abreast of all Chapter activities so he will have full knowledge of all Chapter functions in the event he should have to substitute for the President.
B. Be placed in charge of all Memberships either: pending, new, old, or terminated. He shall present a Membership report to the Members of the Chapter at each Semiannual meeting of the Chapter which shall be prepared by the Secretary-Treasurer. Be a member of theMembership Committee.
C. Stand ready to assist any of the Officers in the performance of their own duties.
D. Actively participate in the planning of the next year's Chapter meeting.
Section 4. SECRETARY-TREASURER
The Secretary-Treasurer shall be a combined office in this Chapter.
A. Prepare a yearly Budget to be presented to and approved by the Chapter members at the annual Spring meeting.
B. Prepare for the Vice-president, a Membership report for both the Spring and Fall Chapter meetings.
C. Work in close cooperation with the other Chapter Officers and render assistance whenever necessary.
D. Prepare and present a Financial report at each meeting of the Active members.
E. Be responsible for the supervision and administration of all funds belonging to the Chapter in accordance with the adopted Budget.
F. Be responsible for recording the proceedings of all meetings of the Chapter Members, Officers, and/or Committees.
G. Attend the Chapter Officer's meeting in St. Louis.
Section 5. COMPENSATION
The President, Vice-president, and Secretary-Treasurer shall serve without pay unless provisions have been made by the Active membership of the Chapter.
Section 6. RESIGNATION AND REMOVAL
A. An Officer may terminate his office at any time by written notice to the Chapter membership, via the Vice- president, with such termination being effective upon receipt.
B. If an Officer fails to perform the duties of the office entrusted to his or is guilty of misconduct involving moral turpitude, he may be removed for such due cause by a majority vote of the Chapter member and after notification and approval from EASA, Inc.. Notice to an Officer whose removal is to be considered shall be provided at least thirty (30) days before said meeting, at which the Officer shall have the opportunity to be heard.
C. All Chapter and Association property given him in his capacity as an Officer shall be returned upon termination.
Section 7. ADDITIONAL DUTIES & CHAPTER BUSINESS
Additional duties and Chapter business to be performed by Chapter Officers shall be:
A. Assist all Officers in the performance of their duties and keep them informed of Chapter activities.
B. Be responsible for maintaining all permanent files of the Chapter, including filed minutes of meetings, financial statements, budgets, membership reports, tax records, and all other pertinent data.
C. Be responsible for handling all Chapter money..
D. Pay all Chapter bills and invoice any payments owed to the Chapter.
E. Have the financial books and records audited as requested.
F. If and when requested to do so, be bonded in the amount set forth by the Chapter members by a majority vote.
G. Prepare all necessary tax forms and payments when due.
H. Keep in supply, and in good condition, name tags to be used at each Chapter meeting.
I. Publish the biyearly Chapter newsletter.
J. Make him/herself known to other Chapters, in order to exchange ideas and keep the Chapter posted on events throughout the EASA organization which may be of interest to the Chapter. During the four (4) month collection period, keep abreast of the dues that are late, and assess the 15% penalty. Assist in implementing the annual Fall and Spring meetings along with the appointed committees.
K. Prepare the following forms or reports for each Chapter meeting:
1 Certificates as requested by Chapter Officers.
2 Dues report (Spring meeting only)
3 Financial Report, Secretary-Treasurer to present.
4 Membership report, Vice-president to present.
5 Have a copy of the minutes of the last Chapter meeting on hand.
6 Budget, Secretary-Treasurer to present.
7 Process all New membership applications promptly.
Section 8. VACANCIES
A vacancy in any office shall be filled within ninety (90) days in the same manner as said office was originally filled. Any Officer elected to fill such vacancy shall serve until the expiration of the term of the Officer being replaced. If the President resigns, the Vice-president shall assume the responsibilities of the President until the vacancy is filled.
During this time, the Vice-president shall appoint another Active member to serve on the Executive Board for voting purposes.
Section 9. REPRESENTATIVE CHANGE
All officers must remain the Official representative of the same Member firm during their term of office. If such employment changes, then the Officer shall automatically be disqualified from his position. Upon such a change in employ-met, if ex-officer becomes a representative for another Member firm, he is immediately eligible for reelection.
ARTICLE VIII - COMMITTEES
Section 1. STANDING COMMITTEES
Standing committees of the Chapter shall be; the Executive Committee (Article VI, Section 1), the Nominating Committee (Article IX, Section 1), and the Membership Committee. Chairman of the Membership Committee shall be voted on by the membership, who shall appoint other members to this committee.
Section 2. SPECIAL COMMITTEES
Special committees may be appointed by the President for his Administrative Year. Such as meeting committees, etc.
Section 3. REPORTING OF COMMITTEES
All committees shall report to the President of the Chapter, and when called upon to do so, the Membership at meetings.Minutes of any Committee meetings shall be taken by the Secretary-Treasurer when feasible for this Officer to attend, otherwise by a committee member.
Section 4. EX-OFFICIOMEMBER
The Secretary-Treasurer shall serve as a non-voting member of the Executive Committee, and unless specifically excluded from other committees by the Chapter Officers. If the Secretary-Treasurer is from an Affiliate member firm, then another Chapter member will be added to the Executive Committee as a voting member. The specific duty of the Secretary-Treasurer
ARTICLE IX - NOMINATION OF OFFICERS
Section 1. NOMINATING COMMITTEE
A. The Nominating Committee shall consist of the three (3) most recent Past Presidents who are available and willing to serve. The most recent Past President shall serve as Chairman. If the three (3) most recent Past Presidents are not available, or willing to serve, the President may appoint the members of the Nominating committee as he sees fit.
B. The President, thirty (30) days prior to the annual Fall meeting of the Chapter, shall notify the members of the Nominating Committee to provide a slate of no less than three (3) nominees for consideration by the Chapter's Active membership for Officers at the annual Fall meeting.
Section 2. CONSENT OF NOMINEE
Each nominee for Officer must have consented to serve if elected and abide by the responsibilities as set forth in these By-laws and Governing Policies.
ARTICLE X - OFFICER ELECTION
At least thirty (30) days prior to the annual Fall meeting, the President will notify the Nominating Committee to provide at lease three (3) nominees for election for Officers, which shall take place at the annual Fall meeting of the Chapter membership.
A. Upon request of any three (3) members of the Chapter Active members, secret ballots will be used in voting.
ARTICLE XI -MEETINGS
Section 1. BUSINESSMEETINGS
Business meetings of the Chapter shall be held as a part of the Spring and Fall meetings of the Chapter. Ten percent (10%) of the Active membership must be present for a meeting to occur.
Section 2. SPECIALMEETINGS
Special meetings of the Chapter shall be called by the President or by a simple majority of the Active membership of the Chapter on twenty (20) days written notice by mail, with such notice stating the purpose of the meeting. At any Special meeting, the material covered shall only be those matters stated in the notice. A summary of the minutes of all meetings shall be available to the Chapter membership upon written request. Ten percent (10%) of the Active membership must be in attendance to vote on any issues.
Section 3. TELEPHONEMEETINGS
Where the President, or any two (2) members of the Executive Committee or a majority of the Chapter members are of the view that a matter affecting the Chapter is of an emergent nature requiring the prompt attention of the entire Executive Committee, then, under such circumstances, the Executive Committee may conduct a Special meeting by telephone conference call. All action taken at such telephonic meetings shall be subject to the approval or repeal by a majority vote of the Chapter membership. Minutes of all such telephonic meetings shall be taken and made available to the members upon written request. At any such meeting, the first order of business shall be the consideration of whether there is an emergency. A majority of the Executive Committee must find that an actual emergency exists before the Executive Committee can consider the stated purpose of the meeting.
Section 4. CHAPTERMEETINGS
Semiannual meetings of the Chapter shall be held each year in the Spring and Fall. If at either of these meetings ten percent (10%) of the members are not in attendance for voting, then a Special meeting of the Chapter membership shall be called by the President.
Section 5. ORDER OF BUSINESS
The order of business at the Business meeting shall be as follows:
A. Roll Call
B. Reading of the Minutes of previous meeting
C. Reading of communications
D. Reports of Officers
E. Reports of Committees
F. Unfinished Business
G. New Business
H. Nomination of Officers (Fall meeting only) or Introduction of New Officers (Spring meeting only)
I. Adjournment
ARTICLE XII - VOTE AND QUORUM
Section 1. ACTIONS AND VOTING
Except as otherwise provided herein, action of the Chapter shall be taken as follows:
A. By the majority vote of the Active members of the Chapter, present or represented by proxy at the meeting, provided ten percent (10%) are present.
B. The Officers of the Chapter shall have the power to call for voting by mail from the Active members of the Chapter and such mail ballot shall be of the same effect as a vote of any meeting.
C. Mail ballots not answered in twenty (20) days from the date of mailing shall be counted in the affirmative and this condition shall be so stated on each ballot or proposal to be voted on. A total of at least ten percent (10%) of the total Chapter members must answer any mail voting.
Section 2. PROXIES
Voting representatives of Active members absent from any meeting of the Chapter or its division may be
represented by proxy, which shall be in writing.
Section 3. QUORUM
A. Ten percent (10%) of the total Active members in good standing present in person or by proxy, shall constitute a quorum at the Regular or Special meetings of the Chapter.
B. A majority of the members of a committee shall constitute a quorum at its meetings.
C. In a mail ballot, at least ten percent (10%) of the total Active membership must answer the ballot for it to be considered as a quorum.
ARTICLE XIII - FINANCES
Section 1. DUES
Each member shall pay such fee, dues, and/or assessments in whatever amount and manner as may be deemed appropriate by the Chapter, and adopted by a vote of the members in good standing present or proxy at any annual meeting or Special meeting called for this purpose, provided there is ten percent (10%) present.
Section 2. DELINQUENCY
Dues and/or assessments become delinquent sixty (60) days after date of invoice mailing. If not paid within ninety
(90) days of said invoice mailing date, said membership shall automatically terminate, unless otherwise ordered by special action of the Chapter’s Officers, and approved by EASA Headquarters. Dues will not be refunded for the current membership year for any reason.
Section 3. CHAPTER FUNDS
All funds shall be kept in depositories approved by the Chapter Officers, and shall be paid our for such purposes as have been approved by the Chapter Officers, in accordance with these Bylaws. All moneys from the Chapter funds shall be signed by any one (1) of the Chapter Officers, or other as specified in the Chapter Governing Policies.
Section 4. ACCOUNTING, FINANCIAL STATEMENTS
Proper books of Chapter Accounts shall be kept and a Financial report and/or Audit, if requested, submitted at the close of the fiscal year. Interim financial reports without audit shall be provided at all meetings of the Chapter members and Officers meetings, and as requested in writing by any Chapter member.
Section 5. BUDGET
The Chapter shall adopt a Budget prior to the beginning of each Fiscal Year, and may make adjustments to said Budget as may be deemed necessary and approved by the Chapter Officers in accordance with these Bylaws. The Budget shall be presented for approval at the annual Spring meeting.
Section 6. EXPENDITURE LIMITATIONS
No one shall incur any obligation on behalf of or in the name of the Chapter in excess of the budgeted amount without the prior approval of the Executive Committee, subject to the limitations of Article VI, 2, ( C ) of these Bylaws.
Section 7. REIMBURSEMENT OF EXPENSES
A. Claims for reimbursement must be submitted within sixty (60) days of the date incurred.
B. Not withstanding any language to the contrary in these Bylaws, claims for reimbursement after sixty (60) days forbudgeted expenses may be approved by the Executive Committee. Claims in excess of the budgeted amount may be approved by the Executive Committee as allowed by these Bylaws.
ARTICLE XIV - PROCEDURES
Section 1. NOTICES
The Secretary-Treasurer shall notify all members of meetings of the Executive Committee. These meetings are open for any Chapter member to attend.
Section 2. PROPOSALS
Each Chapter member may submit questions, proposals or resolutions to the Executive Committee for its consideration. These items shall be submitted days in advance of an Executive Committee meeting.
Section 3. EXECUTIVE COMMITTEE RECOMMENDATIONS
If the Executive Committee finds that any matter before it affects the fundamental policies of the Chapter, and require immediate action by the members, the Committee shall prepare its recommendations in the form of a mail ballot favorite by the members in accordance with these By-laws.
Section 4. PARLIAMENTARY PROCEDURE
Except as otherwise provided herein, Roberts Rules of Order, as amended from time to time, shall govern any question of parliamentary procedure.
ARTICLE XV - DISSOLUTION
Section 1. VOTE
The Chapter may be dissolved by a majority vote of the membership at a Special meeting called for that purpose. Such dissolution to be effective ninety (90) days after such a vote is taken and provided all outstanding obligations of the Chapter have been paid.
Section 2. ASSET DISTRIBUTION
In the event of dissolution of the Chapter, its surplus funds and other assets shall be divided among the members in good standing at the time, in proportion to the amount of dues paid by each member during the preceding Fiscal Year.
ARTICLE XVI - BY-LAWAMENDMENTS
Section 1. AMENDMENTS
Proposed amendments to these By-laws shall be referred to the Chapter for adoption by a majority vote of the members of the Chapter, present or proxy in good standing at any Regular meeting or Special meeting called for that purpose, or by mail ballot as provided for in Article XII, Section 1, B and C.
Section 2. NOTICE
Notice of proposed amendments to the By-laws must be given to the voting membership not less than thirty (30) days prior to the:
(a) Meeting at which such amendments will be considered,
(b) Date when mail balloting is closed. ARTICLE XVII - CALENDAR Section 1. FISCAL YEAR
The Fiscal Year of the Chapter shall be from April 1 through March 31 of the following year.
Section 2. ADMINISTRATIVE YEAR
The Administrative Year of the Chapter shall be from the close of the annual Spring meeting, to the close of the annual Spring meeting of the following year.
GOVERNING POLICIES
Resolved, that the governing policies serve to further clarify the Bylaws as well as to cover subject matter not defined by the Bylaws that need some type of control. Further, these resolutions on policy may be changed or amended from time to time as the occasion may demand, and that they will automatically be reviewed after five
(5) years have elapsed since their adoption or last date of review; and be it further
Resolved, that the policies shall be arranged under the headings of:
(a) Membership, 10 - 19
(b) Chapter, 20 - 29
(c) Officers, 30 - 39
(d) Meetings, 40 - 49
(e) Dues and Collections, 50 - 59
(f) Misc. General Policies, 60 - 69
MEMBERSHIP
ProspectiveMembers
10. Resolved, that in response to a request from EASA Headquarters, a representative of the Chapter shall visit, inquire, or telephone a prospective member firm and report his findings to the Chapter President, who in turn will forward these findings to EASA Headquarters. If the Applicant is eligible for membership, after receiving the application from EASA Headquarters, the Chapter will then vote on the Prospective member firm. If an application for Active membership is made between semiannual Chapter meetings, directly to the Chapter, the application will be sent to EASA Headquarters along with the application fee and dues. An Active member or Affiliate member in the vicinity of the applicant will then visit the applicants place of business for the purpose of gathering information and filling out a questionnaire that will be given to the Chapter Executive Committee. The Chapter Executive Committee will then use this report and the questionnaire to determine whether the applicant is eligible to become an Active member of EASA. If the Executive Committee determines that the applicant is qualified to become an Active member, it will
notify the Chapter membership accordingly by letter, which is the responsibility of the Secretary-Treasurer. The Chapter members will then have fifteen (15) days to respond in the affirmative or otherwise. No response is assumed to be a Yes vote in favor of admitting the applicant, however fifteen (15%) percent of the members must respond for a mail ballot to be valid as per the Bylaws. A majority in the affirmative at the end of fifteen (15) days will approve the application which will then be forwarded to EASA Headquarters who will notify the applicant that his membership application has been accepted. Likewise, a majority of negative votes will reject the application which will then be forwarded to EASA Headquarters who will notify the applicant that they were not approved for membership and will return the applicant’s dues and/or fees.
ProspectiveMembers Sponsors
11. Resolved, that a Prospective member applying for EASA membership should get one of the three (3) Active Chapter members closest to his place of business to sponsor him. If these three (3) members are not willing to be the sponsor, the Executive Committee will have the responsibility to find a sponsor within the Chapter, if it is determined that the prospective member is eligible for membership.
Prospective Member Meeting Attendance
12. Resolved, that a Prospective member or his representative need not be present at the Chapter meeting when said Prospective member’s application for membership is voted on.
EASA Emblem
13. Resolved, that Affiliate members of the Chapter may not use the EASA emblem or publicize their affiliation with EASA unless they are also an Associate member of EASA, and then, upon displaying the EASA emblem, they must indicate that they are Associate members of EASA.
Code of Business Practice, Violation
14. Resolved, that a member who has a complaint against another member for violation of the EASA Code of Business Practice must send a written letter, stating such complaint, to the Chairman of EASA’s Trade Relations Committee, who will then follow the member complaint procedure set up by EASA. A copy of said letter should also be sent to the Chapter Executive Committee Chairman.
Member Reinstatement
15. Resolved, that there shall be no Active membership reinstatement, if requested for delinquent dues. Any application for reinstatement for late payment of dues shall be treated as a New member application subject to the rules and fees as set forth in Article III, Section 3, and Governing Policy 10 of the EASA, Inc. Bylaws.
CHAPTER
Chapter Meeting Minutes
20. Resolved, that the Secretary-Treasurer shall send a copy of the minutes of annual Spring and Fall meetings to the Executive Vice President of EASA within ten (10) days after the date of the meeting. Minutes of all other meetings involving the Chapter shall be sent to the Executive Committee Chairman within thirty (30) days after the date of the meeting. All minutes, of any meeting, shall be upon written request forwarded to any Chapter member by the Secretary- Treasurer.
EASA Official at Chapter Meetings
21. Resolved, that the Chapter may request the attendance of the EASA President at one Chapter meeting each year, or a Staff Engineer or the Executive Vice President, for the purpose of presenting a program. The Chapter will pay the President's (including spouse) or staff member’s hotel and meeting registration expense. EASA will pay their reasonable transportation and meal expenses.
EASA Officers Training, ST. Louis
22. Resolved, that each year, the incoming President, plus one other incoming Chapter Officer, usually the incoming Secretary/Treasurer, shall attend the Chapter Officers meeting held in St. Louis. If the incoming Secretary/Treasurer cannot attend, then the incoming Vice-president may attend. The Chapter shall pay the transportation to and from the Officers Meeting at the lowest obtainable price. If only one Officer is able to attend, then the Chapter will pay the airfare of the attending Officers’ spouse. EASA, Inc. will pay a per diem for local expenses at this meeting for the Officers only. (Incoming defined as: the officers elected at the Fall Chapter Meeting)
Executive Committee, Length of Term
23. Resolved, that the Executive Committee members shall hold office from the end of the SpringMeeting to the end of the following years Spring Meeting. It is further resolved, that the Executive Committee members, President, Vice President, and the Secretary-Treasurer shall be moved up in office each year and voted on to accept by acclimation, upon acceptance by said individuals, thereby only having to nominate for a Secretary-Treasurer, unless the Secretary- Treasurer office is held by an Affiliate member, who can hold only this specific office in the Executive Committee. If this is the case, election for more than one Officer will have to be held.
OFFICERS
MEETINGS
Spring Meeting
40. Resolved, that the Spring meeting shall be for one full day only, preferably on a Saturday, with an early bird party the night prior. The date and place of this meeting shall be voted on by the Chapter membership and a date and place for the subsequent years Spring meeting, to facilitate advance planning by a Planning committee and Host member, for accommodations, program and finances. A Planning Committee along with the Executive Committee and a Host member shall plan the events of said meeting. All bills, for said meeting shall be paid immediately after said meeting where feasible, or sent directly to the Executive Committee for their approval and immediate payment thereof by the Secretary/Treasurer. Moneys for said meeting should be kept within the approved budget for said year. If expenditures exceed the budget, the Executive Committee must approve said over budget expenditure prior to said meeting as per these Bylaws.
Fall Meeting
41. Resolved, that the Fall Meeting place and Hosts shall be elected and voted on by the Chapter members. The Fall meeting date and place for the subsequent year shall also be voted upon to facilitate advance planning by a Planning committee and Host member, for accommodations, program and finances. The Executive Committee in cooperation with the Host members and a Planning Committee shall be responsible for planning said meeting. All bills, for said meeting shall be paid immediately after said meeting where feasible, or sent directly to the Executive Committee for their approval and immediate payment thereof by the Secretary/ Treasurer. Moneys for said meeting should be kept within the approved budget for said year. If expenditures exceed the budget, the Executive Committee must approve said over budget expenditure prior to said meeting as per these Bylaws.
Early Meeting Registration
42. Resolved, that for each meeting/convention, early registration is requested. If you register, and do not give 3 days notice of cancellation to the meeting Chairman, you will be required to pay the registration fee anyway, and if you have prepaid, there will be no refund. If you do not pre- register ten (10) days prior to the convention day, the registration fee will have twenty (20%) percent or Twenty-five dollars ($25.00), whichever is more added to it.
DUES AND COLLECTIONS
Dues
1 Resolved, that the annual dues for all Active and Affiliate members of the Chapter shall be; One hundred twenty-five dollars ($125.00). Collection of said dues is made directly by EASA Headquarters. Dues deadline shall correspond with EASA International.
2 Resolved, that all dues, both International and Chapter, are due by February 10th. Any dues received after this time will be considered delinquent. The Chapter receives a fifteen (15) percent discount for dues paid by March 1. Should the Chapter loose the fifteen (15) percent discount, this amount will be added to the Chapter dues for that year, a statement being sent out by the Secretary-Treasurer to said delinquent Chapter members.
3 Resolved, that dues for all Active, Affiliate and Privileged members are the same, and may be increased from time to time upon a majority vote of the Active Chapter members.
4 Resolved, that all Active, Affiliate, or Privileged members, joining the Chapter after April 1st, are to pay three quarters (3/4) of a years dues, and after June 30th, to pay one half (1/2) of a year’s dues and after September 30th, to pay one quarter (1/4) of a year’s dues and after December 31st, are to pay a full years dues. The membership year shall remain April 1st throughMarch 31st in all instances.
Dues Refund
54. Resolved, that no refund shall be made by the Chapter for overpayment for goods, services, or dues, unless the amount is five dollars ($5.00) or more, unless, a specific request is made in writing to the Chapter Secretary-Treasurer for refund with thirty (30) days.
Chapter Check Signatures
55. Resolved, that all Chapter Checks shall require the signature of any one (1) of the members of the Executive Committee /Chapter Officers for that given year. Each year, a new signature card must be filled out for the Bank that holds the Chapter fund. It is not necessary to change Banks each year as new officers come in or a designated Member, as per the Executive Committee for that given year.
MISC. GENERAL POLICIES
“EASA” Name or Title
60. Resolved, that no member firm or individual shall use the word “EASA” in its Company name or title. There are no exceptions to this policy.
EASA Training films, VHS, Training Materials
61. Resolved, that the Chapter’s EASA Training films or VHS or any acquired learning material, shall be made available to Active and Affiliate members of the EASA Association for a period of not more than three (3) weeks. At which time, all material must be returned to the Chapter Secretary-Treasurer with a letter, stating what you are returning, item by item, the date you received and returned all material and whether or not it was upon receiving and returning, in good working order. A fine of ten dollars ($10.00) will be charged for the keeping of the material longer than the three (3) week period.
Bylaws Changes
62. Resolved, that the membership of the Chapter shall be given a minimum of thirty (30) days prior written notice of any proposed changes to the Bylaws before a ratification vote of the membership can be taken. In addition to providing the precise wording of changes proposed, said notice shall also provide the intent in proposing such change.
Executive Committee Meetings
63. Resolved, that Executive CommitteeMeetings shall be open to all Chapter members.
Audit Committee
64. Resolved, that the Audit Committee shall consist of the President as Chair, the Secretary- Treasurer, and a member elected by the membership, from the Active Members in good standing.
Budget and Finance Committee
65. Resolved, that the Budget and Finance Committee shall consist of the Immediate Past President as Chair, the President as chair, Vice President, Secretary-
Executive Committee for that year.
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