Grocery Manufacturers' Representatives of Grand Rapids
CONSTITUTION AND BY-LAWS
Revised October 1, 1966
The name of the Association shall be GROCERY MANUFACTURERS' REPRESENTATIVES OF GRAND RAPIDS.
Section 1. The purposes of this Association are:
(a) To foster and promote a feeling of goodwill and fellowship among its members and between its members and all factors of the food industry of Greater Grand Rapids and Western Michigan.
(b) To encourage and preserve sound, legitimate, fair and ethical business conduct and practices.
(c) To eliminate or minimize abuses, methods and practices inimical to the proper distribution of the products of manufacturers represented by its members.
(d) To encourage interchange of ideas among the members and to inspire a feeling of confidence in them for each other.
Section 2. It is not the object of this Association to effect any contract, combination in the form of trust or commerce, or to monopolize trade or commerce, or to influence any members as to whom he shall sell his products or at what price.
Section 1. The membership of this Association shall consist of Active and Honorary Life Memberships.
Section 2. The Active Membership of this Association shall be limited to Sales Managers, Sales Representatives, Brokers who represent Grocery Manufacturers to the grocery trade, and other closely related lines such as press, radio, television, warehouse and transportation when they pertain to the grocery trade.
Section 3. The Honorary Life Memberships of this Association shall consist of those members who have attained the age of sixty-five (65) years, or who have retired from active business and who, in the opinion of the membership, have rendered outstanding service to the Association. Honorary Life Members shall have the same full rights and privileges as Active Members.
Section 4. Charter Membership shall be available to all members who shall attend the first regular meeting of the Association on Friday, February 13, 1942 at the Rowe Hotel, Grand Rapids.
Section 5. Memberships in the name of a firm may be transferred from one member of that firm to another, passed on a vote of the Board of Directors without an additional initiation fee being paid. Memberships held in the name of an individual are not transferable.
Section 6. Every member of the Association in good standing shall be entitled to one (1) vote at annual regular or special meetings of the members of the Association, which vote may be cast in person only.
Section 1. The officers of this Association shall consist of the President, Vice-President, Secretary and Treasurer.
Section 2. The Board of Directors of this Association shall consist of the officers, the immediate past president, and five (5) other members elected at large from and by the active members of the Association, as hereinafter provided.
Section 3. No officer shall be elected to serve for more than one (1) consecutive term of office.
Section 4. Any officer, or member of the Board of Directors may be removed from office for the neglect of or refusal to perform his duties, or for misconduct, by a majority vote of the members present and voting at a regular meeting. Due notice of such proposed action should be given in writing by registered mail to the alleged delinquent officer at least ten (10) days prior to such meeting, and an opportunity so afforded for a fair hearing.
Section 5. In the event of any vacancy occurring in any office or in the Board of Directors, such vacancy shall be filled by a majority vote of the Board of Directors for the one expired term.
Section 6. No officer, director, or other member of this Association shall use the Association's name to legally involve the Association without the expressed opinion of the Board of Directors.
Section 1. The Association shall hold its annual election and meeting on the first Friday in each November to elect officers, necessary members of the Board of Directors, by issuing written notice to the membership at least two (2) weeks prior to the first Friday in November, can change the date of election, but such election must be held in November. The President shall preside at this meeting.
Section 2. At the annual election, the President, Vice-President, Secretary Treasurer, and five (5) members of the Board of Directors shall be elected by secret ballot of eligible members from the list of nominations submitted by the nominating committee, and from nominations of eligible members made from the floor.
Section 3. At the next election (which was first held November, 1948) the two (2) members, of the five (5) members elected at large to the Board of Directors, who polled the greatest number of votes at the annual election meeting shall be elected for a three (3) year term. The next two (2) members who polled the greatest number of votes at the annual election meeting shall be elected for a two (2) year term. The one (1) remaining member elected shall be elected for a one (1) year term. At the following annual election, one (1) member shall be elected to the Board of Directors for a three (3) year term. At each of the next two election, two members shall be elected to the Board of Directors for three-year terms. Thereafter in each year and in like sequence, board members shall be elected for like terms.
Section 4. The Chairman of the Board of Directors shall be the retired president of the Association for the year following his term of office.
Section 1. Regular meetings of the Association shall be held preferably, on the first Friday of each month, with the exception of July and August. Special meetings may be called by the Board of Directors or the president.
Section 2. At the regular meetings of the Association a majority of votes of the membership in attendance shall decide issues of the Association's business referred to the general membership by the Board of Directors for decision.
Section 1. The annual dues shall be fixed by the Board of Directors.
Section 2. Each applicant for membership in the Association shall accompany his membership application with dues as referred to in Article VII, Section 1.
Section 3. An application for membership shall be in writing and endorsed by two members in good standing who know the applicant and believe him to be eligible for membership. Such application shall be handled in accordance with the following procedure:
(a) It shall be filed with the secretary who shall read it at the next regular meeting of the Board of Directors who shall act as a membership committee.
(b) If approved by a majority of the Board of Directors, the application shall then be returned to the secretary for notification by the secretary to the prospective new member that he has been accepted for membership.
Section 4. Upon the failure of any member to pay his dues on or before January 1 of each year, such member shall stand suspended and will not be listed in Buyers Guide. In which case said member may be reinstated only by a two-thirds vote of the Board of Directors.
Section 5. Any person who has been a member in good standing and loses membership because of transfer to other territories, illness, or change of classification of business, or having withdrawn his membership may be reinstated by paying one year's dues, providing he can qualify under Section 2 of Article III of the Constitution within one year from date of loss of membership. Provided, however, if his application is submitted for additional months by a two-thirds vote of said board. Such application for membership will be submitted as outlined in Article VII, Section 3.
Section 6. Honorary Life Membership may be bestowed on members as specified in Section 3 of Article III by unanimous vote of the members in attendance, at a regular business meeting: after due notice having been given ten (10) days before such meeting. Members so elected shall pay no further dues.
Special assessments upon the members of the Association for any purpose whatsoever are hereby prohibited, except for the purchase of a ticket to the Annual Trade Dinner.
Section 1. Any member accused of committing an offence, such as abusing fellow members, misconduct, or any other action that may be used to injure the Association or one of its members shall be requested to appear before the Board of Directors for a hearing and the Board of Directors will have full power of the charge.
Section 2. Any member accused of conduct unbecoming a member of the Association is subject to dismissal from active membership in the Association upon recommendation of the Board of Directors by a vote of the membership at a regular meeting. The Board of Directors can recommend the reinstatement of such a membership after a lapse of a period of not less than six (6) month at which time the membership shall vote upon the reinstatement by secret ballot. A two-thirds majority of the votes cast by the membership shall decide the issue.
Advertising, Campaigns, Food Shows, Etc., Prohibited
Section 1. This Association shall not participate in nor directly or indirectly be responsible for advertising campaigns, food shows, or promotional features of any kind or description.
The only exception to this article would be brought about by a request for some form of joint Food Industry cooperation which benefits all participants equally, however this must be passed by a two-thirds vote majority of the membership present at time of request.
Section 2. This Association may, if solicited to do so, create a committee to secure information on any food show, advertising campaign, or promotion feature for the use of the individual members, but the committee shall not in any way commit or involve the Association in such activities.
The Constitution may be altered or amended by a vote of two-thirds of the members present and voting at any meeting.
Duties of the President
Section 1. The President shall be the Chief Executive Officer and the head of the Association. It shall be his duty to supervise general the work of the Association, to execute the will of the Association, and of the Board of Directors, and to enforce the Constitution and By-Laws.
He shall notify all members in writing, 10 days prior to a general membership writing of the Association.
Section 2. The President shall preside at all meetings of the Association, including the annual election meeting.
Section 3. The President shall appoint chairmen of all standing committees, subject to the approval of the Board of Directors. The Chairmen of all standing committees shall have the power to appoint the members of their respective committees with the approval of the President.
Duties of the Vice- President
In the absence or inability to serve of the President, the Vice-President shall perform all the duties of the President and shall be clothed with all the power of the President.
Duties of the Secretary
The secretary shall attend all meetings of the Association and its Board of Directors, and keep a record of these meetings and of the membership. He shall conduct all correspondence referred to him by the Board of Directors.
Duties of the Treasurer
The Treasurer, under the direction of the Board of Directors, shall have charge of all monies belonging to the Association. He shall keep a record of all receipts and disbursements, and render a report in writing monthly. His records shall be audited each year by the Board of Directors.
Duties of the Board of Directors
Section 1. The Board of Directors shall meet upon the call of the chairman, President, or three members of the board at such time and place as may be selected, and five member shall constitute a quorum and conduct business.
Section 2. The Board of Directors shall be responsible for the general policies of the Association.
Section 3. The Board of Directors shall have the power to fill all official vacancies that may occur during the Association year, except that the Vice-President shall succeed the President.
Section 4. The financial affairs of the Association shall be under the direction and approval of the Board of Directors.
Order of Business
The order of business at all closed meetings of the Association shall be as follows, except at the discretion of the President:
1. Roll call
2. Reading of minutes
3. Treasurer's report
4. Reports of committees
5. Old business
6. New business
7. Open for discussion for the good of the Association and membership.
Committees and Duties
Trade Relations Committee: A committee to investigate and report on matters pertaining to general trade practices that may be brought to their attention, such as complaints, information, food shows, or any other information that my be pertinent to the grocery trade.
Publicity Committee: This committee shall prepare and release all news or other publicity which the Association wishes to make known to the public, and to further this purpose shall further cultivate the best possible relations with the press and grocery trade journals; and shall report to the membership matters pertaining to the publicity of the Association and the doings of importance of other like associations, as made known through their publicity.
Nominating Committee: The President will select a committee comprised of two (2) members from ex-Presidents of the Association and two (2) active members to be selected from the membership. The office of Secretary, Vice-President and President shall be in line of succession. It shall be the duty of this committee, together with the President, to nominate in writing at lest 15 days before the Annual Election Meeting, the names of at least two candidates for each office to be filled, except the office of Secretary, Vice-President and President, and at least twice as many candidates for the Board of Directors as there are Directors then to be elected. In no event are members of the Nominating Committee to be excluded in having their names selected as candidates for Officers or Directors. At the annual election meeting, the opportunity for nominations from the floor may be given any member desiring to make same. From the names so placed in nomination by said Committee and from the floor, the members shall proceed to elect Officers and Directors by secret ballot.
Rules of Order
All business meetings of this Association shall follow the usual legislative procedure using "Robert's Rules of Order" as an authority.
All monies received from dues and other sources shall be and remain the property of the Association to be disposed of by it under the Constitution and By-Laws.
Duties of Members
It shall be the duty of members regularly to attend the meetings of the Association and the meeting of their respective committee so far as possible, and to assume, actively, faithfully and earnestly, their several and particular responsibilities of membership.
The Annual Trade Dinner
Once each year, or as the membership decides, the Grocery Manufacturers' Representatives of Grand Rapids will invite as guest, such members of the trade as pleases the membership, to a cocktail party, or dinner and entertainment, or such an affair as the membership may decide upon, which shall be known as the Annual Trade Dinner. To defray the cost of the guests, each member of the Association must purchase one master ticket for the Trade Dinner and to be paid as follows:
(a) Ticket of superior, in market, to be paid with his dues.
(b) Ticket or tickets of additional members or home office employees to be paid at a date designated by Board of Directors.
The By-Laws may be revised or amended by the same procedure as specified for revising or amending the Constitution.