Association Bylaws
NORTH AMERICAN HORTICULTURAL SUPPLY ASSOCIATION
General Offices:
100 N. 20th Street, 4th Floor
Philadelphia, PA 19103-1443
CONSTITUTION AND BYLAWS
As Amended:
September 11, 1989
June 5, 1990
June 19, 1996
June 14, 1999
June 6, 2006
ARTICLE I
The name of the organization shall be the North American Horticultural Supply Association. The Association shall be incorporated in the state of Pennsylvania.
ARTICLE II
The purposes of the Association shall be, in all ways which are lawful and consistent with the public interest, as follows:
1. To promote a better understanding of the functions of distributors and manufacturers.
2. To explore approaches to developing more efficient and economical distribution and manufacturing.
3. To advise members of legislation and regulations affecting their businesses and to encourage active involvement regarding them.
4. To actively promote our Industry by cooperating with growers, retailers, manufacturers, and all others associated with the Horticultural Industry.
5. To apprise the public of the Industry's scope and character.
ARTICLE III
Section 1. Distributor Membership in this Association shall be available to any firm or corporation that is a Wholesaler of hard goods who performs all of the essential functions of distribution selling primarily to commercial greenhouses and nurseries. The applicant, upon meeting additional eligibility requirements set forth by the Board of Directors from time to time, may be enrolled by the Board of Directors.
Upon subscribing to the Constitution and Bylaws and the payment of a membership fee and the annual dues, both of which shall be established by the Board of Directors, an enrolled applicant shall become entitled to all the rights, privileges and obligations pertaining to a Distributor Member.
Subsidiaries, Divisions and/or Distribution Centers of any member may receive all mailings of the Association for an additional fee established by the Board of Directors per additional mailing location.
Section 2. Manufacturer Membership in this Association shall be available to any corporation, partnership, or proprietorship engaged in the manufacture of lines of goods commonly distributed by Distributor members of the Association. The application, upon meeting additional eligibility requirements as set forth by the Board of Directors, may be enrolled by the Board of Directors. Upon subscribing to the Constitution and Bylaws and the payment of a membership fee and the annual dues, both of which shall be established by the Board of Directors, an enrolled applicant shall become entitled to all rights, privileges, and obligations pertaining to a manufacturer member.
Section 3. Manufacturer Members shall have the privilege of the floor at the open sessions of the Association. They shall be extended the facilities of the Headquarters office in the promotion of matters of mutual interest of the Association. Manufacturer Members shall also have the privilege of membership in the Manufacturer Advisors, three representatives of which shall be full voting members of the Board of Directors. All other Manufacturer Members shall be without privilege to hold office or vote in general association matters.
Section 4. Affiliate Membership in the Association shall be available to any corporation, proprietorship, or partnership engaged in the publication of technical journals, textbooks, or trade publications pertaining to the horticultural hard good supply industry. The applicant, upon meeting additional eligibility requirements as set forth by the Board of Directors, may be enrolled by the Board of Directors.
Upon subscribing to the Constitution and Bylaws and the payment of a membership fee and the annual dues, both of which shall be established by the Board of Directors, the enrolled applicant shall be entitled to all of the rights, privileges and obligations pertaining to an Affiliate Member. Affiliate Members may serve on committees, but may not hold office or vote.
Section 5. Honorary Membership in the Association shall be conferred at such time and under such terms as may be established by the Board of Directors. Honorary Members shall be without privilege to hold office or vote in general association matters.
ARTICLE IV
Section 1. The Officers of the Association shall consist of a President, one or more Vice Presidents, the Treasurer, and the Executive Director. All Officers shall serve without compensation except the Executive Director, the amount of whose compensation and bond shall be fixed by the Board of Directors.
Section 2. The Board of Directors also has the power to authorize the appointment of additional Officers if necessary.
Section 3. The President and Vice Presidents shall be elected by a plurality vote of the Board of Directors at each Annual Meeting of the Association, and shall hold office for the term of two years, or until their successors are elected and qualified.
Section 4. The Executive Director and Headquarters Office shall be appointed by the Board of Directors, and need not be a Member of the Association, and shall hold office at the pleasure of the Board of Directors.
Section 5. The Executive Committee shall consist of the President, the Vice President(s), the Treasurer, the Senior Manufacturer Advisor and the Advisory Board. The Executive Committee is primarily responsible for providing the highest level of strategic analysis and direction for the Association and, except to the extent expressly prohibited by statute, shall have and may exercise all of the powers of and authority of the
Board of Directors.
ARTICLE V
Section 1. The Board of Directors shall consist of the Executive Committee and the Advisory Board as well as six additional Distributor Members and three Manufacturer Members elected at-large by the Distributor Members. The Executive Director shall be a non-voting member of the Board, entitled to all rights and privileges as other members of the Board, except the right to vote. The Executive Director shall not be counted for quorum purposes or for transacting business.
Section 2. The Distributor at-large members of the Board of Directors shall be elected by a plurality vote of the Distributor Members as follows:
Two for a term of one year;
Two for a term of two years;
Two for a term of three years.
And successors to them shall be elected at the close of their respective terms of office for a term of three years.
No at-large Distributor member of the Board of Directors, after having served a three-year term, shall be eligible for re-election to the Board of Directors for another consecutive term.
Section 2a. The first Manufacturer Advisor shall be elected by the Board of Directors for a two-year term. The following year, a second Manufacturer Advisor shall be elected by a plurality vote of the Distributor Members for a two-year term. Their successors plus one more Manufacturer Advisor for a total of three (3) shall be elected by a plurality vote of the Distributor Members of the Association at the close of their respective term of office, for a term of three years and must have served as a Segment Chair of the Manufacturer Board of Advisors.
No at-large Manufacturer Member, after having served a three-year term, shall be eligible for re-election to the Board of Directors for another consecutive term.
Section 2b. The Manufacturer Board of Advisors (MBOA) shall consist of Segment Chairs of the product segments of the Manufacturer membership as recommended by the Manufacturer Advisors and approved by the Board of Directors. Segment Chairs will serve two (2)-year terms in accordance with Officer elections and shall be elected by their respective Segment members. The MBOA and the Segment Groups shall meet at least once per year. The MBOA will be responsible for representing the interests of the Manufacturer membership and presenting nominations to the Nominating Committee for Manufacturer Advisor candidates.
Section 3. The Board of Directors shall manage the business of the Association and may exercise all such powers of the Association and do all such lawful acts as are not by statute, the Articles of
Incorporation or this Constitution and Bylaws directed or required to be exercised and done by the Members. The Board of Directors shall have the power to fill vacancies in the Board by a majority vote of the remaining directors, though less than a quorum. The Board of Directors shall also have the right to remove and replace any at-large member of the Board who misses any two consecutive meetings.
Section 4. An Advisory Board shall be composed of the most recent two Past Presidents who are employed full-time by their respective member companies. Each member of the Advisory Board shall have full voice and vote at meetings of the Board of Directors.
Section 5. The Board of Directors shall meet at least twice each year – once in the Winter and at the Annual Meeting. Special meetings of the Board may be called by a majority of the Board of Directors or by the President and shall be held at such place as a majority of the Board may decide.
Section 6. A majority of the directors in office shall constitute a quorum for the transaction of business at Board of Directors meetings, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may otherwise be specifically provided by statute, the Articles of Incorporation or this Constitution and Bylaws.
Section 7. One or more directors may participate in any meeting of the Board or of any committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear and speak to each other.
Section 8. If all the directors or members of any committee shall severally or collectively consent in writing to any action to be taken by the Board or such committee, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors or such committee.
ARTICLE VI
Section 1. The President shall appoint a Nominating Committee, consisting of the Advisory Board and additional members at the President’s discretion for a total of five. The Second Past President will serve as Chair of the Nominating Committee or the Immediate Past President in his absence. It shall be the duty of such Committee to report names for the at-large members of the Board of Directors.
Section 2. The election of the at-large members of the Board shall be held at the Annual Meeting of the Members. Each Distributor Member of this Association shall be entitled to one vote only.
ARTICLE VII
It shall be the duty of the President to preside at all meetings of the Association and of the Board of Directors and to perform such other duties as are usually performed by such officer.
ARTICLE VIII
It shall be the duty of the Vice Presidents to act in the absence of the President in the order of their election.
ARTICLE IX
It shall be the duty of the Executive Director to keep a record of all Meetings, to attend to and keep all correspondence of the Association, to collect all monies due the Association, and disburse the same and to perform such other work as may be directed by the President, Board of Directors, or Executive Committee.
ARTICLE X
Any member may delegate, in case of unavoidable absence, a representative who shall be a member or employee of said firm or corporation, to represent such member at any meeting, who shall present written credentials of the firm or corporation he represents. His vote shall be binding. Voting by proxy shall not be allowed.
ARTICLE XI
An Annual Meeting of the Association shall be held at such time and place as shall be selected by the Board of Directors. At the Annual Meeting, the Distributor Members shall elect by a plurality vote, at-large members of the Board of Directors and transact such other business as may properly be brought before the meeting. Notice of such meeting shall be sent to each member at least thirty days prior to meeting. Special meetings of the members shall be called by the President upon the written request of not less than such number representing twenty-five percent (25%) of the distributor membership or upon request by the Board of Directors. Notice of same shall be sent to each member at least fifteen days prior to the meeting. Twenty-five percent (25%) of the Distributor Members shall constitute a quorum for the transaction of business, and the vote of a majority of Distributor Members at a meeting in which the quorum is present shall decide any questions brought before such meeting, unless the law, the Articles of
Incorporation or this Constitution and Bylaws directs or requires a different vote.
ARTICLE XII
Section 1. The Board of Directors shall have the power to create Committees and Task Forces as may be necessary and to determine how their members are appointed.
Section 2. Each Committee shall have at least a Chair, appointed by the President, who shall be responsible for nominating the Committee’s members and a member of the Board of Directors who shall act as the Board Liaison. Committee Chairs and Liaisons will serve two-year terms in accordance with the Officer elections. The President must ratify all committee rosters.
Section 3. There shall be a Industry Advocacy Committee, consisting of up to twelve (12) members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chair’s discretion. The President must ratify the Chair’s selected Committee members. The Chair of the Industry Advocacy Committee must be a member of the Board of Directors and will serve as the committee’s Board Liaison as well.
Section 4. There shall be a Program Committee, consisting of up to nine (9) members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chair’s discretion. The President must ratify the Chair’s selected Committee members. The Chair of the Program Committee must be the current senior Vice President who will also serve as the committee’s Board Liaison.
Section 5. There shall be a Membership Committee, Co-Chaired by one Distributor Member and one Manufacturer Member as appointed by the President, consisting of up to nine (9) members, of whom at least one-third (1/3) are Manufacturer Members, at least one-third (1/3) are Distributor Members and the remaining members would be selected at the Chairs’ discretion. The President must ratify the Chairs’ selected Committee members.
ARTICLE XIII
Section 1. Resignations from Membership shall be presented in writing to the Executive Director at least thirty days prior to the expiration of the current Membership term, and shall not be accepted until all dues and other obligations to the Association have been paid in full.
Section 2. Membership may be terminated for one or more of the following reasons:
a. Discontinuance of or retirement from the distribution of hard goods and kindred lines.
b. Making or having made a materially false statement in the Application for Membership or Membership Information Form.
c. Failure to pay dues or assessments due to the Association.
d. Liquidation or failure of Member's business.
e. Failure to continue to meet the minimum qualifications for Membership.
f. Where the ownership, management or operation changes, the Board of Directors may cancel or suspend the Membership and require the filing of an application if the suspended firm or corporation desires to be affiliated with the Association.
Section 3. Termination of Membership may be affected only by an affirmative vote of at least two-thirds (2/3) of the Board of Directors provided, however, the Member concerned has received written notice at least ten (10) days prior to the action, which notice shall state the reasons upon which Membership termination is being considered and the Member has been afforded an opportunity to be heard by the Board of Directors before any action is taken.
ARTICLE XIV
Any amendment or alteration of this Constitution and Bylaws may be made at any Annual or Special Meeting by a vote of two-thirds (2/3) of Members present, if notice is sent to the Membership 30 days prior to the meeting specifying the proposed change and the original document.
ARTICLE XV
Section 1. The Association shall indemnify any person who has or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the facto that he is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Notwithstanding any contrary provision of the Articles of Incorporation or this Constitution and By-Laws, to the extent that a representative of the Association has been successful on the merits of otherwise in defense of any action, suit or proceeding referred to in Section 1 above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
Section 3. Unless ordered by a court, any indemnification under Section 1 above shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in such Section. Such determination shall be made:
a. By the Board of directors by majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding;
b. By independent legal counsel in a written opinion by a majority vote of a quorum consisting of directors who are not such action, suit or proceeding;
c. If such quorum is not obtainable, a majority vote of all of the directors so directs, by independent counsel in a written opinion;
or
d. By the members.
Section 4. Expenses incurred in defending a civil or criminal action, suit or proceeding, may be paid by the Association in advance of the final disposition of such action, suit or proceeding in the discretion of the Board of Directors in any specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association.
Section 5. The Association shall also indemnify any person against any expenses, including attorneys' fees, actually and reasonably incurred by him in enforcing successfully any right to indemnification under this
Article.
Any person who shall serve as a director, officer, employee or agent of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be deemed to do so with knowledge of and in reliance upon the rights of indemnification provided in the Article.
Section 6. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of members or disinterested directors or otherwise, both as to action in his official capacity and as in another capacity while holding such office, and shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs and personal representative of such person.
Section 7. Any indemnification under this Article by the Association of a representative of the Association shall not apply to expenses or liability incurred by such individuals which are covered by insurance.
Section 8. Notwithstanding any provision to the contrary under this Article, the obligation of the Association to indemnify its representatives under this Article shall be limited to the assets of the
Association and shall not be an obligation of the members.
Section 9. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Association would have the power to indemnify him against such liability.
ARTICLE XVI
Section 1. The Association shall use its funds only to accomplish the objectives and purposes specified by this Constitution and Bylaws, and no part of said funds shall inure, or be distributed to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed, as determined by the Board of Directors, to one or more trade associations or business leagues as defined in Section 501
(c) (6) of the Internal Revenue code of 1954, as amended, or to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization to be selected by the Board of Directors.
ARTICLE XVII
Section 1. A director of the Corporation shall stand in a fiduciary relationship to the Corporation and shall perform his/her duties as a director, including his/her duties as a director, including his/her duties as a member of any committee of the Board upon which he/she may serve, in good faith, in a manner he/she reasonably believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
a. One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented.
b. Counsel, public accountants or other persons as to matters, which the director reasonably believes to be within the professional or expert competence of such person.
c. A committee of the Board, which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
Section 2. In discharging the duties of their respective positions, the Board of Directors, committees of the board and individuals may, in considering the best interest of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon committees in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 1 above.
Section 3. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any actions shall be presumed to be in the best interests of the Corporation.
Section 4. A director of the Corporation shall not be personally liable for monetary damages as such for any action take, or any failure to take any action, unless:
a. The director has breached or failed to perform the duties of his/her office as set forth under Sections 1 through 3 above; and
b. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 5. The provisions of Section 4 above shall not apply to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or federal law.
Ratified June 28, 1988
NAHSA is managed by the offices of Fernley & Fernley, Inc., an innovative, privately held, full service association management firm dedicated to consistently providing the highest industry standards of meeting, marketing, membership, consulting, financial and administration services for its clients and their member