Constitution and By-Laws

SECTION 1 -

THE NAME OF THE ORGANIZATION SHALL BE "MANUFACTURING EXECUTIVES ASSOCIATION INC."

SECTION 1 -

THE PURPOSE OF THE ORGANIZATION IS TO PROVIDE A SOCIAL AND PROFESSIONAL ALLIANCE OF MANUFACTURING EXECUTIVES AT THE POLICY MAKING LEVEL.

SECTION 2 -

THE OBJECTIVES OF THIS ALLIANCE ARE:
A)

TO PROMOTE A FREE AND CONFIDENTIAL EXCHANGE OF IDEAS AND INFORMATION RELATED TO THE PROFESSIONAL AND COMMUNITY RESPONSIBILITIES OF THE MEMBERS, AND

B)

TO PROVIDE A VEHICLE FOR THE DISSEMINATION OF THE IDEAS AND OPINIONS OF THIS GROUP AS VALUABLE INPUT IN THE COMMUNITY AND GOVERNMENT AFFAIRS.

SECTION 1 -

REGULAR MEMBERSHIP IN THE ORGANIZATION IS LIMITED TO THE TOP RESIDENT OFFICIAL AND/OR HIS DESIGNEE OF MANUFACTURING FIRMS IN THE FORT SMITH, ARKANSAS, AREA.

SECTION 2 -

MEMBERSHIP SHALL BE TRANSFERABLE IN THE EVENT A MEMBER BECOMES INELIGIBLE, SUBJECT TO THE APPROVAL OF THE BOARD OF DIRECTORS.

SECTION 3 -

MEMBERSHIP SHALL BE LIMITED TO MANUFACTURING FIRMS WITH OPERATING PLANTS IN THE FORT SMITH AREA. 'MANUFACTURING' IS DEFINED AS "TO MAKE OR PROCESS A PRODUCT SUITABLE FOR USE; TO MAKE MATERIALS BY HAND OR BY MACHINE."

SECTION 1 -

GOVERNMENT OF THE ORGANIZATION SHALL BE VESTED IN THE BOARD OF DIRECTORS, CONSISTING OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY/TREASURER, AND NINE MEMBERS.

SECTION 2 -

MEMBERS OF THE BOARD OF DIRECTORS SHALL BE ELECTED BY THE GENERAL MEMBERSHIP FOR A TERM OF THREE YEARS.

SECTION 3 -

STANDING COMMITTEES OR SPECIAL COMMITTEES MAY BE DESIGNATED BY THE BOARD OF DIRECTORS WITH MEMBERS APPOINTED BY THE PRESIDENT.

SECTION 4 -

VACANCIES SHALL BE FILLED BY A VOTE OF THE BOARD OF DIRECTORS FOR THE REMAINDER OF THE UNEXPIRED TERM OF OFFICE.

SECTION 1 -

THE PRESIDENT SHALL PRESIDE OVER ALL MEETINGS OF THE BOARD OF DIRECTORS AND OF THE GENERAL MEMBERSHIP, AND SHALL PERFORM ALL OTHER DUTIES INCIDENT TO HIS OFFICE.

SECTION 2 -

THE VICE-PRESIDENT SHALL PERFORM THE DUTIES OF THE PRESIDENT IN HIS ABSENCE AND SERVE AS PROGRAM CHAIRMAN.

SECTION 3 -

THE SECRETARY/TREASURER SHALL RECORD THE PROCEEDINGS OF ALL MEETINGS, SHALL HAVE CUSTODY OF ALL RECORDS AND PAPERS, SHALL RECEIVE AND DISBURSE ALL MONIES, KEEPING AN ACCURATE RECORD THEREOF, AND SHALL PERFORM ALL OTHER DUTIES INCIDENT TO HIS OFFICE.

SECTION 4 -

THE PAST PRESIDENT SHALL REPRESENT THIS ORGANIZATION AS AN ARKANSAS MANUFACTURING ASSOCIATION BOARD MEMBER FOR AS LONG AS MEMBERSHIP IN THE AMA IS RETAINED.

SECTION 1 -

MEMBERSHIP MEETINGS OF THIS ORGANIZATION SHALL BE HELD EACH MONTH AT A TIME AND PLACE DESIGNATED BY THE PRESIDENT.

SECTION 2 -

SPECIAL MEETINGS OF THIS ORGANIZATION MAY BE CALLED BY THE PRESIDENT OR A MAJORITY OF THE BOARD OF DIRECTORS ACTING ON THEIR OWN INITIATIVE, OR AT THE WRITTEN REQUEST OF AT LEAST TEN MEMBERS.

SECTION 3 -

NOTICE OF ALL MEETINGS WILL BE GIVEN PRIOR TO THE MEETING DATE.

SECTION 1 -

A QUORUM FOR THE CONDUCT OF THE BUSINESS OF THIS ORGANIZATION SHALL CONSIST OF 25 PERCENT OF THE MEMBERS, BUT NOT LESS THAN TEN MEMBERS.

SECTION 1 -

EACH MEMBER FIRM REPRESENTED WILL BE ENTITLED TO ONE VOTE ON ALL ISSUES.

SECTION 2 -

VOTING BY PROXY WILL BE PERMISSIBLE, PROVIDED THE PROXY IS REGISTERED WITH THE SECRETARY/TREASURER PRIOR TO THE MEETING AT WHICH IT IS TO BE EXERCISED.

SECTION 1 -

A MEMBER MAY BE DECLARED INELIGIBLE FOR CONTINUED MEMBERSHIP PRIVILEGES BY A TWO-THIRDS MAJORITY VOTE OF THE MEMBERSHIP AFTER A HEARING BEFORE THE BOARD OF DIRECTORS.

SECTION 1 -

AMENDMENTS TO THE CONSTITUTION AND BY-LAWS MAY BE MADE BY A TWO-THIRDS MAJORITY VOTE OF THE MEMBERS PRESENT AT ANY REGULAR MEETING, PROVIDED A QUORUM IS PRESENT.