ATLANTIC OFFICE
PRODUCTS ASSOCIATIONS
CONSTITUTION
ARTICLE # 1 Name
The name of the organization shall be the Atlantic Office Products Association. The Association will also be known as A.O.P.A.
ARTICLE #2
The association shall fulfill a leadership role in providing member firms with the information, tools and knowledge they need to help them be successful.
Section 3.1 – Definitions
3.1.1 Manufacturer (Supplier) members shall be private sector firms, or divisions, a substantial portion of the business of which is the manufacture or distribution of office products.
3.1.2 Independent Manufacturers Representative members shall be private sector firms whose primary business is selling office products, on behalf of manufacturers, to dealers and others for resale purposes.
3.1.3 Wholesaler members shall be private sector firms, or divisions, the primary business of which is buying office products, on their own account, for resale to dealers, and others, and in the course of which, they service the dealer and advise them of their merchandising program.
3.1.4 Dealer members shall be private sector firms, or divisions, a substantial portion of the business of which is selling office products to the end user.
3.1.5 Honorary Members are those who have been recognized by the Board as having provided distinguished services to the association and/or industry.
3.1.6 Associate Members are those private sector individuals, firms or organization which are not engaged in the manufacturing, wholesaling, retailing or sales and marketing of office products, but have an interest in or provide a service to the industry.’
3.1.7 Board shall refer to the Board of Directors of the association.
Section 3.2 – Interpretation
Unless the context otherwise requires, words importing the singular number or the masculine gender, as the case may be, and vice versa, any references to persons shall include firms, associations and corporations, in addition to individuals. Any conflict arising due to interpretations shall be resolved by a two-thirds majority vote of the Board.
Section 3.3 – Non-Discrimination
The qualification for membership, and for holding office, will be defined without regard to sex, race, religion, national origin or other factors prohibited by law.
ARTICLE #4 Deleted
It should be the aim of every member to secure the support for the association of every supplier, dealer and wholesaler engaged in the Office Products Industry, so as to further the principles for which the association is founded, and the general well being of the industry.
The dealer member shall fairly support the manufacturer in the normal course of business.
A manufacturer (supplier), in the normal course of business, should not sell directly to the consumer.
A manufacturer of wholesaler, in fairness to the dealer, should wherever practical, divert orders and inquires from consumers through dealer trade, and in this way, merit the support of the dealer.
Section 6.1 Membership Rights and Obligations
All members shall have equal rights, privileges and obligations, subject to the following exceptions:
6.1.1 In the event a company ceases to be a member of the association, or has not yet paid its dues, all rights, title and interests, of said member, in and to the assets of the association, shall revert to the association.
6.1.2 No members shall use their office or title in the association on personal or business stationery or in advertising of any type, other than approved by the Board.
Section 6.2 Criteria, Approval and Period
6.2.1
Criteria
Membership in the association shall be open to all manufacturers (suppliers), wholesalers, manufacturers’ agents and dealers, engaged in the office products industry who agrees to abide by the by-laws and code of conduct of the association. Manufacturers’ agents must become members on their own merit, and may not assume membership by virtue of any manufacturers he/she may represent who may be a member.
6.2.2
Approval
Applications for membership in the association shall be made in writing to the Executive, in such form as the Board may from time to time prescribe.
6.2.3 Period
The membership year shall coincide with the calendar year.
Section 6.3 Honorary Membership
Such membership may be granted by the Board at any time. Such members shall have the full privileges of a member, with the exception that they may not vote.
Section 6.4 Resignation
A member may at any time, resign its membership in the association by serving written notice to that effect to the Executive. Having resigned its membership, the said company must discharge any, and all, lawful liability, which is outstanding in the books of the association at the time of such notice. A member so resigning shall not be entitled to any refund of membership paid during that year. In the event the company wishes to renew their membership at a later date they must do so as a new member.
Section 6.5 Dues
6.5.1.1.Amount
Membership dues shall be fixed by the Board, and shall consist of such dues or fees as shall be sufficient to bear the necessary expenses of the association.
6.5.2.1
Payment
All membership fees are due and payable 30 days from receipt of invoice.
6.5.2.2
Delinquency & Cancellation
Membership in the association is automatically cancelled or suspended when a member’s annual fee remains unpaid for a period of three months.
ARTICLE #7 Board of Directors
Section 7.1 Duties
The affairs of the association shall be governed by a Board which shall supervise, control and direct all activities of the association, its’ committees and publications, the disbursements of it’s’ funds and determination of it’s’ policies. The Board shall actively pursue the mission of the association and may adopt such rules and regulations for the conduct of it’s’ business as may be deemed advisable. The Board may delegate to any committee or officer, any power, duty and authority of the Board which may be lawfully granted.
Section 7.2 Composition
The Board shall consist of a maximum of ten (10) members + Past President, Secretary and Treasurer. There will be a minimum of four (4) Suppliers and four (4) Dealers elected as Directors. The remainder will be elected at large. The past President shall remain on the Board as a non-elected voting member.
Section 7.3 Eligibility
7.3.1.1 Only individuals employed by a member in good standing, residing in Atlantic Canada, shall be eligible to hold office.
7.3.1.2 Deleted
7.3.1.3 Only one member from a company, its’ branches or divisions, may sit on the Board at a time.
Section 7.4 Terms of Office
The term of office shall be for two years. It shall commence at the conclusion of the Annual General Meeting, at which they are elected, and shall continue for two years to the conclusion of the Annual General Meeting that year.
Section 7.5 Nominations and Elections
The Past President shall ensure that there are sufficient candidates to run for the available seats.
Section 7.6 Board Vacancy
Should a vacancy be created, the Board, may by resolution, appoint a new director from amongst the membership, as per section 7.3, to complete the balance of the term. Should the office of President become vacant, it shall be filled by the Vice-president for the balance of the term.
Section 7.7 Removal of Directors
A director may, by resolution of the Board, be removed before the expiration of their term, for cause. Attendance at Board meetings shall be mandatory, and if a member is absent from three consecutive meetings, the Board may, at its’ discretion, remove the director from the Board.
Section 7.8 Remuneration
No officer or director shall receive any remuneration for duties performed on behalf of the association with the exception of the Secretary/Treasurer whose remuneration is at the discretion of the Board. Board members may submit reasonable expenses incurred while performing said duties, in such forms as determined by the Board, from time to time. These expenses must be approved by the Executive prior to payment being made to the director.
Section 7.9 Indemnification
All directors and officers, and their heirs, executors and administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless out of the funds of the association from and against:
7.9.1 All costs, charges and expenses whatsoever, which directors or officers sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted again them for, or in respect of any act, deed, matter or thing howsoever made, done or permitted by them, in or about the execution of the duties of their office.
7.9.2 All other costs, charges and expenses that they may sustain or incur in or about, or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
Section 8.1 Composition
The officers of the association shall be the President, Vice-president, Secretary & Treasurer, Past-president and other such officer or officers the Board may appoint. Excluding the Past-President, the officers of the association shall be elected by the Board from amongst those elected directors on the Board.
Section 8.2 Eligibility
Only those who have previously served a minimum of one term are eligible to be elected as an officer of the Board. To ensure the position of President alternates between a supplier and a dealer, the succession plan shall ensure, whenever possible, that the president and Vice-president positions are not held by representatives who are from the same membership classification (e.g. two suppliers or two dealers.) The Past-president, prior to sitting on the Board again, must step down from the Board for a minimum of one year.
Section 8.3 Ascendancy
The offices of President and Vice-president shall be filled on the basis of automatic ascendancy, subject to the right and power of the Board to elect officers. That is to say that the Vice-president shall become President and that the new Vice-president shall be elected from among the remaining Directors on the Board.
Section 8.4 Role
The executive shall exercise the powers of the Board, while the Board is not in session. All actions taken by the Executive are subject to ratification by the Board.
Section 8.5 President
The President shall be the chief elected officer of the association. He/she shall preside at all meetings of the members and directors; shall sign all instruments which require his/her signature and shall perform all duties incumbent to his/her office and shall have such powers and duties as may from time to time be assigned to him/her by the Board. The President may invite any person or persons to attend any meeting of the Board.
Section 8.6 Vice-president
In the absence, disability or refusal to act, of the President, then the Vice-President or the next person in the line of authority, or an individual as determined by a resolution by the Board, shall possess all the powers and perform the duties of the President.
Section 8.7 Duties – Vice President, Secretary & Treasurer
The duties of the positions shall be such as their titles by general usage would indicate, or as may be required by law, or as specified or assigned to them, from time to time, by the Board. The secretary & treasurer need not be a director; however, if such is the case, they shall perform their roles without a vote on the Board.
Section
9.1 Board of Directors
9.1.1.1 Frequency
There shall be a minimum of three (3) meetings of the Board annually, at such time and location as prescribed by the President. Notice of such meetings shall give a minimum of seven (7) days prior to the meeting.
9.1.1.2 A special meeting may be called by the President and/or at the written request of four directors. The business to be transacted at such special meeting shall be stated in the notice thereof, and no other business may be considered at the meeting unless there is full attendance, and those attending approve of the additions to the agenda.
9.1.1.3 Voting Rights and Procedures
Only directors in attendance, at
any meeting of the Board may vote. A
provision has been made to allow the representative from
9.1.1.4 Quorum
At any meeting of the Board, or Executive, a quorum shall consist of a simple majority (50% +1) of those eligible to be present and vote. Provided a quorum is present at the beginning of the meeting, the meeting may continue even though members leaving reduce the number to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
Section 9.2 Members Meetings
9.2.1
Location
Meetings of the members of the association, either annual or special, may be held in the Provinces of Nova Scotia, New Brunswick, P.E.I., or Newfoundland, as the Board may from, time to time, determine.
9.2.2 Notice
Written notice of any regular meeting of the members shall be delivered by mail or fax or e-mail, not less than twenty-one (21) days not more than sixty (60) days prior to the date fixed for the meeting. A special meeting may be called if a written petition by 10 members is made requesting said meeting. Notice of such a meeting shall be provided to the members thirty (30) days prior to the meeting.
9.2.3 Order of Business
The usual order of business, determined by parliamentary procedure, shall govern the conduct of meetings. In a matters not governed by the by-laws, the procedure to be followed shall be in accordance with Robert’s Rules of Order
Section 10.1 Financial Year
Until otherwise so determined, the year end shall end on the 31st day of December in each year.
Section 10.2 Signing Authority
All cheques, withdrawals and contractual obligations, issued or endorsed, in the name of the association, shall be made on the authority of the Board and signed by the Treasurer and one of either the President, or the Vice-president.
Section 10.3 Bank
The association’s bank account(s) shall be kept in such federally regulated institutions as the Board may by resolution from time to time, determine.
Section 10.4 Banking
10.4.1 All funds paid to the association shall be deposited to the credit of the association in such a manner as the Board may determine.
10.4.2 Any one of such officers so appointed, by resolution of the Board, may endorse cheques “for deposit only” with the associations bankers for the credit of the association.
10.4.3 All disbursements must be approved by the Board and recorded.
Section 10.5 Auditors
Accounts shall be reviewed by a qualified auditor approved at the annual meeting. An annual financial statement shall be presented to the membership at the annual general meeting.
In the event that the association is dissolved, and after payment of all indebitness of the association, the remaining funds, investments, and other assets could be used for the purpose of providing services for social, welfare, health, civic improvements, education or transferred to another organization with a similar mission and goals of the association.
ARTICLE #12 Amendments
The by-laws of the association may be repealed or amended by a majority vote of the Board and sanctioned by an affirmative vote of at least two thirds of the voting members present at the next AGM or special general meeting called for the purpose of considering the repeal or amendment of the by-laws. Any amendments, from the membership, must be submitted in writing to the Secretary, and endorsed by two other members of the association, prior to it being forwarded to the membership for consideration. Such amendments must be received not less than twenty-one (21) days prior to the Annual General Meeting. All proposed amendments to the constitution shall not come into force until approved by the membership.
Last updated: June 27th, 2005.