An association of Amtelco users dedicated to education, networking, and development of best practices among members.
To be an indispensable resource to all Amtelco users.
Article I - Organization, Name and Definition
This corporation is a non-stock, non-profit corporation existing under the provisions of the laws of the State of Michigan. The name of this corporation is "National Amtelco Equipment Owners, Inc." (hereinafter referred to as the "Association" or "NAEO").
Section 2 - Definition
(a) Association Member and Association Membership refer to, respectively, a member of and the collective membership of the Association.
(b) Committees are organized groups of Association Members established by the Board of Directors or the President to promote specific goals of the Association.
(c) Policies mean the policies of the Association as established from time to time by the Board of Directors.
(d) Year shall mean the fiscal year of the corporation ending on the last day of the month, as determined by the Board of Directors.
Article II - Purposes
(a) The purposes of the Association are:
(1) To serve as a clearinghouse of information, ideas, and jointly developed materials for the common good of the members.
(2) To collect information and ideas in order to provide a unified voice and direction to AMTELCO and other vendors to facilitate better products and systems, and report information back to the Association members.
(3) To share experiences, problems and solutions that are common to AMTELCO users.
(4) To use the group's collective buying power for cooperative ventures.
(5) To coordinate ideas that expands existing markets and creates new markets for the membership.
Article III - Membership
Section 1 - General
Membership of the Association shall be those organizations or persons duly admitted to one membership class in accordance with these Bylaws. Each member of the Association shall have rights and obligations equal to those granted to or imposed upon all members of each class in which membership is held.
Section 2 - Membership Classes
(a) Regular Members shall mean organizations or individuals who:
(1) Own, lease or use AMTELCO equipment or software as a significant component of their telemessaging business and who are the principal operators.
(2) Are interested in advancing the purposes of the Association.
(3) Are willing and qualified to subscribe to the Bylaws and Policies of the Association, and
(4) Agree that membership is by invitation only.
(b) Other Members:
(1) The Board may create and define other membership classes as needed.
Section 3 - Suspension, Cancellation and Resignation of Membership
(a) Suspension or Cancellation: The membership may, at any meeting, by a two-thirds vote of the quorum, or the Board, by unanimous vote, suspend the membership of any member who has violated the Bylaws or policies or whose conduct the membership deems detrimental to the best interests of the Association, such suspension to be effective immediately. The member will be granted an opportunity to be heard prior to the action of termination.
(b) Resignation: A member may resign at any time from membership upon written notice to the Association office.
(c) Non-payment of Dues: The nonpayment of, when due, any membership dues or assessment levied by the Corporation on any member shall constitute cause for termination of such individual’s membership in the corporation. The Board of Directors of the corporation, at any regular or special meeting may terminate the membership of any member in this corporation for such failure by a majority vote of the quorum of the directors at any such meeting.
Section 4 - Membership Privileges and Voting Rights
(a) Elective Office: Only those regular members having voting rights pursuant to subsection b of this section 4 shall be eligible to hold elective office in this Association.
(b) Voting Rights: Regular members of this Association shall be entitled to one vote per membership held with respect to each matter submitted to a vote of the members of this Association. A vote may be cast orally or in writing, including by electronic means, unless otherwise provided in these Bylaws, by an officer or agent, or by proxy appointed by an officer or agent or by some other person who, by action of the Board of Directors or other governing body shall be appointed to cast such vote.
(c) Membership: Shall be limited to one representation per organization or individual regardless of the number of AMTELCO systems or business sites owned or leased.
Section 5 - Regular Membership Action
(a) Meeting Schedule: There will be an Annual Meeting of the Membership. Special Meetings may be called by the Board or by ten (10) percent of the Membership.
(b) Notice of Meetings: Notice must be provided to all Members in good standing by mail or electronically no less than fifteen (15) days prior to the Meeting. The notice must state the purpose for which the meeting is called; date, time and venue of the meeting; and by whom it is called.
(c) Quorum: Fifteen percent of the Members of Record, represented in person or by proxy, will constitute a quorum at the Annual Meeting and at any Special Meeting. Any corporate action, other than the election of Directors, the amendment of Bylaws, or as required by law or these Bylaws, may be authorized by a majority of the votes cast at a meeting of Members where a quorum is present.
(d) Procedures: All meetings of the Association will be conducted according to Robert’s Rules of Order where not inconsistent with these Bylaws.
Article IV - Board of Directors
Section 1 - General Powers
The management of the business of the Association shall be vested in the Directors. It shall be the duty of the Board to carry out the purpose of the Association, and to this end it may exercise all powers of the Association.
Section 2 - Composition and Terms
The Board of Directors shall consist of nine voting directors who shall be elected by the membership. All Directors shall serve 3-year terms. Three Directors shall be elected each year to facilitate transition and continuity on the Board, and may serve no more than 2 successive terms. There may be no more than one director from each member company on the Board at any time.
Section 3 - Nomination and Election
Nomination and election of the members of the Board of Directors shall be conducted in accordance with the following procedures:
(a) Prior to the Annual Meeting, the President shall appoint a Nominating Committee of at least three active members. The Nominating Committee will review the current Association roster and contact potential candidates. Ninety (90) days prior to the Annual Meeting the Committee will present a slate of at least one nominee for each Board position being vacated. All board nominees must be members in good standing with at least one year of membership in the organization.
(b) The slate of nominees along with biographical information on each candidate and voting instructions shall be sent electronically to the designated contact at each member firm no less than Ninety (90) days prior to the Annual Meeting.
(c) Provision shall be made on the ballot form to accommodate write-in candidates.
(d) The designated contact for each voting member shall have 30 days to cast their vote.
(e) Directors shall be elected by a plurality of votes received. In the case of a tie vote a run-off election will be initiated within a week of the close of the general election and members will have two weeks to cast their vote electronically.
Section 4 - Duties and Responsibilities of the Board
Duties of the Board of Directors shall be: to establish policy for the operation of the Association; to develop and implement the strategic plan including the action plans; to manage the fiscal operations of the Association; to represent the Association in its dealing with other associations; to review and approve proposals, reports and recommendations; and to perform other functions as appropriate to the Board of Directors.
Section 5 - Assumption of Duties
Elected Directors shall assume their duties co-incident with the conclusion of the annual meeting and shall serve unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.
Section 6 - Board of Directors Meetings
(a) Board of Directors Meetings: Meetings of the Board of Directors will be held at least four times a year, including one meeting in conjunction with the Annual Meeting. Meetings may be called by a majority of the Board of Directors.
(b) Notice of Meetings: Notice of a meeting of the Board, specifying the business to be conducted, shall be provided to Directors at least two (2) business days in advance of the meeting.
(c) Quorum: A majority of the voting members of the Board of Directors shall constitute a quorum at any meeting of the Board.
(d) Voting: A majority of votes carries any action, except where provided otherwise by law or by these Bylaws. Each Director shall have one vote. Voting by proxies shall be permitted.
(e) Meeting Format: At its discretion, the Board or any Committee of the Board may conduct meetings by conference telephone or other communications means that allows all persons participating in the meeting to communicate with each other at the same time.
(f) Actions of the Board: If taken outside of a regularly scheduled meeting, Board actions need to be in writing (may be electronic) signed by all Directors.
Section 7 - Resignation, Removal, and Vacancies
- Any member of the Board of Directors may resign by giving written notice to the President.
- A board member will immediately resign if they leave the company for which they were working at the time of their election.
- Should there be an instance where there are two directors on the Board from the same member company, due to a merger or acquisition, one of the directors will resign within 7 business days.
- The decision of which director will resign will be made by the principal owner of the member company, or by majority vote of the Board if there is no response from the principal owner within the 7 days.
(b) Removal: Any Director may be removed from the Board by the unanimous vote of the remaining voting Directors at any meeting called for that purpose for malfeasance, misfeasance or conduct in violation of the Bylaws or Policies including unexcused absences from Board meetings. Any Director proposed to be removed shall be entitled to at least five days notice in writing of the Board of Directors meeting at which such removal is to be voted upon and shall be entitled to appear before and participate with the Board or Directors at such meeting. Should the vote be a simple majority and not unanimous then it shall be deferred to a general membership vote with majority ruling.
(c) Vacancies: When a vacancy occurs on the Board of Directors, the President shall, in consultation with the remaining officers and with the approval of the majority of the remaining Directors, appoint a replacement for the balance of the term. The appointed Director's term of office shall begin upon approval by the Board of Directors. If the remaining term is longer than eighteen months, it counts as a term for that Director.
Article V - Officers
Section 1 - The Officers and Their Duties
(a) Officers: The Officers of the Association shall be President, Vice President/President-elect and Treasurer/Secretary, all of whom shall be elected by the Board of Directors as soon as possible following completion of the general Board election. An officer must be a director except that a director in the final year of his/her term may be elected president-elect. In this case he/she would serve the third year of the term as president-elect, then the next year as president he/she would be a member of the board but not a director.
(b) Duties: The elected Officers perform those duties that are usual to their position and described in the NAEO Board Policy Document. The President is the Chief Executive Officer of the Association and presides over meetings of the Board. The Vice President/President-elect will assist the President in managing the affairs of the Association. The Treasurer/Secretary is the Chief Financial Officer with responsibility for oversight of revenues and expenditures and reporting on the financial affairs of the Association to the Board. Additionally, he/she is the Recording Officer of the Association with responsibility for minutes, records and notices.
Section 2- Terms
A President-elect shall be elected each year to serve two successive one-year terms, the first year as Vice President/ President-elect, and the second one-year term as President. The immediate Past President shall serve one additional year on the Board as a non-voting Director unless concurrent with the third year of his/her directorship. The Treasurer/Secretary position is a one year term.
Section 3 – Removal from Office
Officers may be removed from office with or without cause, if a minimum of two-thirds of all Directors vote in favor of removal. Removing an Officer from office will not affect his/her status as a Director.
Section 4 – Resignations
Any officer may resign at any time by giving written notice to the Association. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice.
Section 5 – Vacancies
The Board of Directors fills any vacancies among the Officers. Each Officer so elected shall hold office for the unexpired portion of the term of the Officer whose position becomes vacant, and until his or her successor shall have been duly elected and qualified.
Article VI - Committees
Section 1 - General
The Association's Board of Directors shall establish standing and ad hoc committees for the Association as needed. The chairpersons and members shall be appointed by the President.
Section 2 – Executive Committee
The Executive Committee shall be responsible for the management of the Association when the Board is not in session. The Executive Committee shall consist of the elected officers of the Association.
Section 3 - Compensation & Expenses
The members of any committee created by the Board of Directors shall receive no compensation for their services as such, but may, by resolution of the Board, be reimbursed in whole or in part for their travel or other expenses reasonably incurred in attending authorized committee meetings in accordance with such reimbursement methodologies as the Board of Directors from time to time may establish.
Article VII - Dues
Section 1 Dues
The Board of Directors will fix the annual dues and payment schedule for all members, and may establish late fees or discounts as it deems appropriate.
Article VIII- Miscellaneous
Section 1 Employees
The Board may engage employees or outside consultants as necessary. The Board shall have the power to hire and remove the Executive Director.
Section 2 - Indemnification
To the maximum extent permitted by the Michigan Nonprofit Corporation Act as from time to time amended, the Association shall indemnify its currently acting and its former directors, officers, agents and employees.
Section 3 - Bylaw Amendments
(a) Initiation of Amendments: The Board of Directors may propose an amendment to the Bylaws by a two-thirds (2/3's) vote of the Board of Directors. Association members may propose an amendment by submitting a petition signed by ten percent (10%) of the current Association membership. Such petition will be delivered to the President of the Board of Directors. Within sixty (60) days of receipt by the Board, the signatures will be validated and the amendment placed on the agenda at the next general meeting.
(b) Adoption of Amendments: Ballots for the proposed change(s) shall be distributed to all active members at least thirty (30) days prior to the next scheduled general meeting. Only ballots received by the date of the meeting will be counted. Amendments will be approved when passed by a two-thirds (2/3's) affirmative vote of those voting.
(c) Emergency Amendments by the Board: In an emergency, the Board may, by vote of eight/ninths (8/9's) of the voting directors then in office, amend these Bylaws effective immediately, subject to the Association membership's ratification pursuant to the procedures provided in this article, provided that the Board shall distribute ballots to the Association membership within ten (10) days of the Board's votes adopting the amendment.
(d) Effective Date: Amendments shall be effective on the date ratified or on the date specified in the amendment.
(e) Publication: Notice of adopted changes in the Bylaws shall be published in an Association publication distributed to all Association members as soon as practical but no later than one hundred and eighty (180) days after the effective date.
Section 4 - Non-Disclosure
(a) The ideas and/or products developed or discussed by the Association may be proprietary and confidential in nature and may only be disseminated to or used by members of the Association.
(b) Any information generated by the Association is for the exclusive use of its regular members and others designated from time to time by the Board of Directors.
Article IX - Conflict of Interest
To foster the highest ethical standards of honesty, fairness, and candor, no member, officer, or director shall use their position for purposes that are or appear to be motivated by desire for private financial gain for themselves, their families, their businesses, or others with whom they have relationships. The Board of Directors shall institute guidelines and procedures to monitor and resolve existing or potential conflicts of interest of members, officers and/or directors regarding the performance of their official duties and their personal interests.
Amended by the members in Tempe, AZ, April 1993
Amended by the members by ballot, July 15, 1995
Amended by the members by ballot, April 1998
Amended by the members by ballot, February 23, 2001
Amended by the members in Carefree, AZ, February 26, 2003
Amended by the members in Savannah, GA, February 5, 2008
Amended by the members in San Diego, CA, March 1, 2016