Bylaws

ARTICLE I — Name and Location

Section 2.   Status. The ICPA shall operate as a division of ACMA. Once adopted and approved by both ICPA and ACMA, these Bylaws shall govern the operations of the ICPA unless a change is approved by the Division and the Association.

Section 3.   Office.The principle office of the ICPA shall be located in conjunction with the primary office of ACMA.

ARTICLE II — Purposes

• to promote the merits of quality cast polymer products; to promote and foster the interest of the cast polymer industry and members of the industry in improving cast polymer products;

• to promote adherence to the highest ethical and legal standards of conduct among industry participants;

• to act for and represent the industry in matters of local, state, national and international importance;

• to conduct studies, research and educational programs for the purpose of improving the cast polymer industry;

• to collect and disseminate statistical and other information pertinent to the industry;

• to develop and promote voluntary standards of product quality for the benefit of purchasers of cast polymer products; and

• to provide activities, programs and services to enable the industry to perform with the greatest economy and efficiency all in accordance with applicable laws, rules, and regulations.

Cast polymer products include, but are not limited to, cultured marble, cultured granite, cultured onyx and solid surface products.

ARTICLE III — Interpretation

Section 2. Governing Law. These Bylaws are subject to the District of Columbia Nonprofit Corporation Law and must be interpreted so as to conform with that Law, as it is interpreted and amended from time to time.

ARTICLE IV — Membership

a. Regular (Manufacturer) Members

b. Associate (Supplier/Distributor) Members

c. Affiliate Members

1. Manufacturer membership is available to individuals, firms and corporations (1) actively engaged in the business of manufacturing, fabricating or installing cast polymer products; and (2) which, at a minimum, endeavor to understand and comply with all appropriate laws and regulations relevant to their operations.

2. Supplier membership is limited to individuals, firms and corporations actively engaged in the distribution or manufacture of equipment or materials used in the production and fabrication of cast polymer products.

3. Affiliate membership in the Division shall be available to individuals, firms and corporations (1) not eligible for any other class of membership; and (2) actively engaged in providing services associated with the production or distribution of cast polymer products. Affiliate members may include consultants, publications, trade associations, professional membership societies, and other non-profit organizations that service the industry. Affiliate members shall not be eligible for service on standing or special committees and shall have no voting rights or rights to hold office.

Section 2.   Admission of Members.

1. In order for an applicant to join the ICPA division of ACMA, the applicant must be a member of ACMA; members may not belong just to the ICPA. Applications for membership in the Division and the Association may be submitted simultaneously.

2. Applicants eligible for membership in the Alliance shall become members of the Alliance and ACMA upon submission to the Association of written applications for membership on such forms as shall be approved by the Board of Directors of the Association, payment of such fees and dues as may be prescribed by the Board of Directors and Board of Advisors and compliance with other uniform application requirements as may be established by the Board of Directors and/or Board of Advisors

Section 3.   ACMA Bylaws. Those seeking admission into membership in ICPA must abide by all relevant aspects of membership provisions as outlined in the ACMA governing bylaws as well as the ICPA.

Section 4.   Voting Rights. All Regular and Associate members in good standing of both the Division and the Association shall have the right to vote in all affairs of ICPA requiring such votes. Each Regular and Associate member shall be entitled to one vote on each matter submitted to a vote of the members. Affiliate members shall have no vote at the national or regional levels. Each Regular, Associate, and Affiliate Member shall appoint and certify to the headquarters office a person to be the respective member's representative and who shall represent, vote and act for the member in activities of the Association.

[Members of ICPA do not have two rights to vote in activities of ACMA. They shall have one such vote under their ACMA membership, and not a second granted by ICPA membership.]

Section 5.   Suspension or Termination of Membership. Any Alliance member, by affirmative vote of a majority of the Board of Advisors and affirmative vote by a majority of the ACMA Board of Directors, may be suspended or expelled for a violation of the bylaws, or any rule or practice of the Division or Association; provided that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time, date and place of the Board meeting at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel and to present any defense to such charges before final action is to be taken. In addition, the membership of any member who becomes ineligible for membership or who shall be forty-five (45) days in default of the payment of any dues or charges shall be terminated automatically. In special circumstances, such termination may be delayed by the Board of Advisors.

Section 6.   Resignation. Any member may resign from the Division by filing a written resignation with the Executive Director of ACMA. Any member who resigns shall continue to be obligated for all dues and/or assessments owed by the member as of the date of resignation.

Section 7.   Reinstatement. Upon written request by a former member filed with the Executive Director, the said party may be reinstated by full payment of all outstanding obligations remaining from the prior membership.

ARTICLE V — Investment

Section 2.   Fees Invoicing and Collecting. All fees shall be invoiced and collected by the ACMA/ICPA national office and shall be identified by region. The national office of the Association shall dispense regional funds to regions in good standing. Where there is no active ICPA affiliated region, those funds shall be used for region and membership development.

Section 3.   Payment of Dues/Fees. Payment of dues by any member of the Division, includes membership in the ACMA, fees for participation in the ICPA at the international level and one (1) region. Members may elect to become members of more than one region by paying a specified additional amount if required.

Section 4.   Failure to Pay. Members who fail to pay their fees or assessments within ninety (90) days from the time they become due shall be notified by the ICPA office and if payment is not made within the next succeeding fifteen (15) days shall, without further notice and without hearing, be dropped from membership and thereupon forfeit all rights and privileges of membership; provided, that the Board of Advisors may, by rule, prescribe procedures for extending the time for payment of dues and assessments and continuation of membership privileges upon request of a member and for good cause shown.

Section 5.   Refunds. There shall be no refund of ICPA fees paid.

Article VI — Meetings of Members

Section 2.   Special Meeting. Special Meetings of the members may be called by the majority of the members of the Board of Advisors.

Section 3.   Notice of Meetings. Written or printed notice stating the place, day and hour of any meeting of members of the ICPA shall be delivered, either personally or by mail, to each member not less than twenty days before the date of such meeting, by or at the direction of the President or the Secretary or the persons calling the meeting. The purposes for which the meeting is called shall be stated in each notice. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid. Any member may waive notice of any meeting.

Section 4.  Quorum and Vote Required.

1. Thirty-three and one-third percent of the voting members represented in person or by proxy at a meeting shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

2. Proxy voting is permitted provided that the proxy is executed in writing by a member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided by the proxy. Mail (postal, electronic or facsimile) voting is permitted.

3. The vote of the majority of the votes entitled to be cast by the members at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon the members.

ARTICLE VII — Board of Advisors

1. The affairs of the Alliance shall be managed by its Board of Advisors in coordination with the rules and regulations of the ACMA. Subject to the oversight of the Association's Board of Directors, the Board of Advisors of the Division shall have supervision, control and direction of the affairs of activities unique to the Alliance, shall determine its policies or changes therein within the limits of these Bylaws, shall actively prosecute its purposes and have discretion in the disbursement of its funds.

2. The Board of Advisors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary provided that such rules and regulations are not inconsistent with the policies of the Association or otherwise contrary to the directions of ACMA's Board of Directors.

Section 2.   Number Tenure and Qualifications

Section 2.1   The number of advisors shall be sixteen.

Section 2.2   Advisors must be representatives of Regular Members or Associate Members of the Alliance. No member company may have more than one representative on the Board of Advisors.

Section 2.3   There shall be four Associate members on the Board of Advisors, two of whom shall be elected to serve as members of the Executive Committee.

Section 2.4   Each Board-approved Region shall have the opportunity to be represented with a seat on the Board by a region member to serve a minimum three-year term on the Board of Advisors. This representative must be a manufacturing member in good standing.

Section 3.   Annual Meetings. An annual meeting of the Board of Advisors shall be held at the same place as the Annual Meeting of Division members, and at times convenient to but not in conflict with the respective Annual Meeting of members, the precise time and place to be selected by the Board of Advisors.

Section 4.   Special Meetings. Special meetings of the Board of Advisors may be called by a majority of the members of the Board of Advisors.

Section 5.   Notice. Notice of any special meeting of the Board of Advisors shall be given at least ten days prior thereto by written notice delivered personally or sent by mail or electronic media to each director at his address as shown on the records of the ICPA. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by electronic media, such notice shall be deemed to be delivered when the electronic media is delivered to the telegraph company. Any advisor may waive notice of any meeting. The attendance of an advisor at any meeting shall constitute a waiver of notice of such meeting, except where an advisor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The purpose of any meeting of the Board of Advisors shall be specified in the notice of such meeting.

Section 6.   Quorum. A majority of the Board of Advisors shall constitute a quorum for the transaction of business at any meeting of the Board; provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 7.   Manner of Acting. The act of a majority of the Advisors present at a meeting at which a quorum is present shall be the act of the Board of Advisors, except where otherwise provided by law or by these Bylaws.

Section 8.   Vacancies. Any vacancy occurring in the Board of Advisors positions, or any directorship to be filled by reason of an increase in the number of directors, shall be filled by appointment by the Board of Advisors

Section 9.   Resignation or Removal. Any advisor may resign at any time by giving written notice to the President and Secretary. Such resignation shall take effect at the time specified therein, or if not specified, at the time of acceptance thereof as determined by the President or the Board. Any advisor may be removed at any annual or special meeting of members at which a quorum is present by the vote of a majority of the votes entitled to be cast by all the members having voting rights. Any ICPA Advisor who misses more than two unexcused meetings in any given fiscal year will automatically be removed from the Board of Advisors.

ARTICLE VIII — Officers

Section 2.   Term of Elected Offices. Each elected officer shall take office on July 1st of each year and shall serve for a term of one year and until his successor is duly elected and qualified except the ICPA Liaison to the ACMA Board of Directors who shall serve for three years, consistent with the ACMA term of service.

Section 3.   Removal. Any officer or agent elected or appointed by the members or by the Board of Advisors may be removed by the Board of Advisors whenever in their judgment the best interests of the Alliance will be served thereby.

Section 4.   Vacancies. Except as otherwise stated in these bylaws, vacancies in any elected office may be filled for the balance of the term thereof by the Board of Advisors or Executive Committee at any regular or special meeting.

Section 5.   President. The President shall be the chief executive officer of the Alliance, shall preside at meetings of the members and of the Board of Alliance and of the Executive Committee, and shall be a member ex officio, with right to vote, on all Alliance committees except the Nominating Committee. He shall also, at the Annual Meeting of the Alliance and at such other times as he shall deem proper, communicate to the Alliance or to the Board of Advisors such matters and make such suggestions as may in his opinion tend to perform such other duties as are necessarily incident to the office of President or as may be specified by the Board of Advisors. The President shall be responsible for the implementation of the policies and goals of the Alliance as determined by the Board of Advisors but the President is not charged with executive or administrative responsibilities in the management and continuing conduct of the organization's affairs. The President will sit on the ACMA Finance Committee.

Section 6.   President-Elect/Treasurer. The President-Elect shall assume the duties of the President in his absence; assist the President in execution of his duties; in the event the President dies, resigns or is removed from office, shall perform all the duties of the office of the President until the voting membership elects a new President to fill any unexpired term; shall perform such other duties as may be specified by the President or the Board of Advisors and shall be automatically nominated for the position of President at a subsequent annual election of officers. In addition, he shall prepare the budget for the ICPA to be presented to the ACMA Finance Committee. Further, he will sit on the ACMA Finance Committee.

Section 7.   Secretary. The Secretary shall be responsible for assuring that notice is given of all meetings of the Alliance and records are kept of all proceedings. He shall attend all meetings of the Alliance or assure representation thereof. In addition, he shall attest documents and perform or assign such other duties as are usual for such official or as may be duly assigned to him.

Section 8.   Supplier-at-Large. The Supplier- at- Large shall be responsible for providing input and carrying out tasks assigned him as a member of the Executive Committee. He shall have no other specific responsibilities.

Section 9.   ICPA Liaison to the ACMA Board of Directors. The ICPA Liaison to the ACMA Board of Directors shall ensure that ACMA's Board considers issues and events important to the cast polymer community in making policy decisions and when taking important action for the industry. He shall carry messages from the cast polymer community and ICPA to the ACMA when necessary and appropriate. Additionally, he will report to the ICPA's leadership on actions within the ACMA Board.

Section 10.   Immediate Past President. The Immediate Past President shall be a voting member of the Board of Advisors and the Executive Committee with full membership rights thereto.

Section 11.   Staff Liaison. ACMA's Executive Director will assign a primary point of contact to ICPA to manage and monitor activities unique to the Alliance. That person will work with others in the ACMA organization to ensure that reasonable needs and expectations of ICPA are fulfilled.

ARTICLE IX — Regions

Section 2.   Good Standing. In order to be in good standing with the Alliance, each Region must provide the national office with proof of current Directors and Officers and General Liability insurance policies and a copy of their Articles of Incorporation. Regions in good standing will be sent timely rebates from the national office for new and renewing members.

Section 3.   Revocation. Charters for the operation of Regions may be revoked at any time and in such manner and after such investigation as the Board of Advisors may deem necessary. Upon revocation of a Region's charter, all funds and records of the Region shall be returned to the Alliance.

Section 4.   Trademarks. No Region shall use the name or other trademarks or the Alliance or ACMA in any manner whatsoever unless duly authorized to do so by the Alliance's Board of Advisors.

ARTICLE X — Committees

Section 2.   Executive Committee. The President, President-Elect,/Treasurer, Immediate Past President Secretary, Supplier- at- Large, and the ICPA Liaison to the ACMA Board of Directors shall constitute an Executive Committee and each such person shall be entitled to vote. The Executive Committee members may exercise the powers of the Board of Advisors when the Board of Advisors is not in session, reporting to the Board at its next meeting any action taken. A majority of the voting members of the Executive Committee shall constitute a quorum for the transaction of business, and except as otherwise provided by these bylaws, the act of a majority of the Executive Committee members at a meeting at which a quorum is present shall be the act of the Executive Committee. Meetings may be called by the majority of the voting members of the Executive Committee or the President.

Section 3.   Nominating Committee. The nominating committee shall consist of the Immediate Past President, Chairman, President-Elect and every Region President or his appointee.

The slate of nominees must be presented to the Board of Advisors for ratification prior to the actual vote by the general membership. The list of nominees must be submitted for review to the general membership no later than 105 days prior to the start of the fiscal year of July 1st. Nominations can be submitted by the general membership providing that the nomination is supported by signed petitions of at least 10% of the members in good standing. Nominations from the membership must be received at the headquarters office no later than 60 days prior to the start of the fiscal year.

All final nominees will be submitted for vote to the general membership by mail ballot no later than 45 days prior to the start of the fiscal year. A mail ballot will be based on the majority of votes cast if at least 33 1/3 of the members in good standing cast a ballot. The results of the elections will be announced to the membership.

ARTICLE XI — Miscellaneous

Section 2.   Fiscal Year. The fiscal year shall commence on the first day of July of each year and end on the last day of June in the same year.

Section 3.   Seal. The Alliance shall have a seal of such design as the Board of Advisors may adopt.

Section 4.   Dissolution. The Alliance shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of its funds shall inure, or be distributed, to the members of the Alliance or the ACMA organization. On dissolution of the Alliance, any funds remaining shall be distributed to ACMA. Should the ICPA elect to continue operations outside of ACMA, the ICPA will retain total and full rights to all monies in its reserve accounts provided that the Division files for tax exempt status under Section 501(c) of the Internal Revenue Code.

ARTICLE XII — Amendments to Bylaws

Amended — October, 1976
Amended — April, 1978
Amended — February, 1980
Amended — February, 1982
Amended — February, 1985
Amended — February, 1986
Amended — February, 1987
Amended — February, 1990
Amended — March, 1992
Amended — February, 1993
Amended — February, 1994
Amended — January, l995
Amended — January, 1997
Amended — February, 2001
Amended — January, 2003
Amended — May, 2006

ICPA Copyright 2012