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Bylaws
BYLAWS OF
Gravure Association of America, Inc.
Revised and approved
by the Board of Directors
May 2006
GAA Mission and Vision
Mission Statement
The mission of the Gravure Association of America, Inc. is to promote the use of the gravure printing process for publication printing, package printing and product (specialty) printing. GAA resources are dedicated to the collection and dissemination of state-of-the-art, as well as historic, information pertaining to gravure technology, marketing, environmental issues, government regulations, education and training.
Our Vision
The vision of Gravure Association of America is to be the Gravure Technology and Marketing Resource Center for all the market segments we serve, i.e. Packaging, Product, Publishing, Catalog and Retail.
Article I
NAME AND OFFICES
Sec. 1. The name of this Association shall be the Gravure Association of America, Inc.
Sec. 2. The principal office of this Association shall be located in a City, County, and State designated by the Board of Directors of the Association. In addition to the principal office, the Association may have another office, or offices, at any location as may be designated by the Board of Directors.
Article II
PURPOSES AND OBJECTIVES
Sec. 1. This Association shall not be conducted for financial profit, but shall be conducted for the mutual benefit of its members and improvement in the business conditions of the Gravure Printing and Converting Industries.
Sec. 2. The purposes and objectives of this Association shall be:
(a) To establish a strong industry organization and a spirit of cooperation and good relations between the members of this Association and all individuals, firms and organizations that are part of the Gravure Printing and Converting Industries.
(b) To accomplish in all ways possible, and where a mutual industry-wide effort is both appropriate and lawful, the general interests, needs and well being of the members of the Association and the firms, customers, and ultimate users of the products and services of the Gravure Printing and Converting Industries.
(c) To promote to customers, ultimate users, those throughout the publishing, catalog and retail, advertising, printing, packaging, specialty product and graphic communication industries, and the general public, the quality and the advantages of the products and services of the Gravure Printing and Converting Industries.
(d) To collect and disseminate marketing, technical, research, economic, educational and government information and data which may be useful to members of the Association in maintaining the quality of their products and services, improving the efficiency of their operations, and achieving greater growth for their businesses and the Gravure Printing and Converting Industries.
(e) To develop production and technical standards and promote their use and observance throughout the Gravure Printing and Converting Industries.
(f) To encourage and facilitate the advancement of the Gravure process in printing, converting and specialty processing through publication of technical information, reports, bulletins and guides; through presentation of technical and educational programs; through development of technical tools and materials; through research efforts; and, through cooperation between Gravure printing, converting, and specialty processing firms and the developers and manufacturers of equipment, systems and materials for the Gravure Printing and Converting Industries.
(g) To promote, assist, support, carry on and conduct research and other scientific and experimental work in connection with Gravure Printing and Converting Industries and other trades and industries allied therewith or accessory thereto, and also in connection with any trade or industry producing substances, accessories, articles, machinery or appliances to be employed or used in connection with the Gravure Printing and Converting Industries; and to encourage the discovery of inventions, improvements, processes, materials and designs which are being used or may seem capable of being used by members of the Gravure printing trades or industries; to distribute periodicals among its membership or persons interested in the Gravure printing industry; to disseminate matters of interest to the trade; to distribute technical and scientific articles relating to the industry or allied industries.
(h) To develop a well educated, highly skilled, and capable employee force for the Gravure Printing and Converting Industries by support of, cooperation with, and participation in, the programs of designated universities, schools and/or other educational institutions and through scholarship and fellowship programs.
(i) To present the views, interests and positions of members of the Association and the Gravure Printing and Converting Industries before, and to cooperate with, all appropriate organizations of government, industry, education, and research.
(j) To pursue the foregoing purposes and objectives on behalf of the Gravure Printing and Converting Industries nationally and internationally.
(k) To do any and all other things appropriate, necessary and useful in the accomplishment of the foregoing purposes and objectives.
Sec. 3. It shall not be the purpose or objective of the Association to undertake or condone any activities which may result in a restraint of trade or in any way alter or obstruct the free, open and competitive marketing and pricing of the services and products of its members and the Industry.
Article III
MEMBERSHIP
Sec. 1. Membership Classifications. There shall be three general classifications of membership in the Association: Basic Membership, Associate Membership, and International Membership.
A. Basic Membership. Any person, including any individual, sole proprietorship, firm, partnership, corporation or other legal entity, located in the United States, Canada, or Mexico engaged in the business of Gravure printing, converting, or processing shall be eligible for membership in the Association as a Basic Member. Basic Members shall be further classified as follows:
1. Publication Members. Basic Members primarily engaged in Gravure printing of publications, catalogs, and other advertising materials shall be classified as Publication Members.
2. Packaging Members. Basic Members primarily engaged in Gravure printing or converting for labels, wrappers, cartons, packages and similar products shall be classified as Packaging Members.
3. Product Members. Basic Members primarily engaged in Gravure printing or processing for wall and floor coverings, greeting cards, stamps, textiles, tissues and towels, surface designs or finishes, and /or other products for households and/or industry shall be classified as Product Members.
B. Associate Members. Any person, including any individual, sole proprietorship, firm, partnership, corporation or other legal entity, located in the United States, Canada, or Mexico that has an interest in the advancement of the Gravure Printing and Converting Industries and the purposes and objectives of the Association but that does not qualify as a Basic Member shall be eligible for membership as an Associate Member.
C. International Members. Any person, including any individual, sole proprietorship, firm, partnership, corporation or other legal entity, located outside the United States, Canada, or Mexico that otherwise would qualify for a Basic or Associate Membership shall be eligible for membership as an International Member. Such International Members shall be entitled to receive all benefits of membership in the Association, but shall not be entitled to have a representative hold office as an Officer or Member of the Board of Directors of the Association.
Sec. 2. Subscription to Bylaws. Each member shall agree to be bound by these Bylaws and all amendments thereof before the member shall be admitted to the rights of membership.
Sec. 3. Definition of Member. Wherever in these bylaws the term "member" is used, if the context so requires, such term shall mean the Official Representative of a member company, or employees of a member company designated by that member's Official Representative. See Article IV, Sec. 6.
Sec. 4. Dues Determination and Assessment. The annual dues for membership in the Association, and any assessments, shall be determined and assessed by the Board of Directors. Dues of current members shall be payable in advance on the first day of January of each year. New members joining throughout the year will pay on their anniversary date.
Sec. 5. Certificate of Membership. Each member of this Association in good standing shall be entitled to a Certificate of Membership in such form as shall be approved by the Board of Directors. A Certificate of Membership shall be issued to a new member within sixty (60) days after election to membership, and shall be surrendered by said member immediately upon termination of membership. The Certificate of Membership shall be non assignable and non transferable.
Sec. 6. Resignation. Any member of the Association may withdraw from membership by tendering a written resignation to the Board of Directors and a sum of money equal to all arrears in dues and/or other amounts due and payable to the Association.
Sec. 7. Expulsion for Cause. Any member of the Association who, by personal or business conduct, violates any of the Bylaws, rules or resolutions of this Association may be expelled in accordance with procedures established by the Board of Directors.
Sec. 8. Failure to Pay Dues. Any member failing to pay its dues or any other proper assessment within an appropriate time determined by the President after the due date of the invoice shall be notified of such failure. Failure to pay within thirty (30) days of the date of such notice shall result in immediate suspension, without further notice, of said member's membership status. Suspended members shall be able to participate in activities of the Association but shall be required to pay applicable non member fees. Suspended members shall not be eligible to vote. If outstanding amounts remain unsatisfied for a period of one hundred eighty (180) days in total after the due date of the original invoice, the suspended member shall be terminated as a member of the Association without further notice. No terminated member will be readmitted as full member until all dues and other obligations to the Association are fully paid.
Sec. 9. Forfeiture of Property Rights. Any member whose membership in this Association shall have terminated by resignation, cessation of business, expulsion or other cause shall forfeit thereby all interest in any and all funds, property, rights and interests belonging to this Association.
Sec. 10. Dissolution or Liquidation. In the event of the dissolution or liquidation of the Association, after all debts, charges and expenses of dissolution or liquidation are paid, each member, regardless of class or voting rights, shall share in the distribution of the assets of the Association, in the proportion to which the total amount of dues and assessments paid by such member to the Association bears to the total amount of dues and assessments paid by all members to the Association.
Article IV
MEETINGS OF MEMBERSHIP
Sec. 1. Annual Meeting. The regular annual meeting of the Association shall be held at a time and place designated by the Board of Directors.
At the Annual Meeting the members shall nominate and elect a sufficient number of directors to replace all directors and officers whose terms are expiring and shall transact such other business as may properly come before the meeting.
Sec. 2. Special Meetings. Special Meetings of the Association may be held upon approval by a majority of the members of the Board of Directors or upon demand in writing or email stating the purpose of the proposed meeting and signed by not less than one third (1/3) of the members of the Association.
Sec. 3. Notice. Written or electronic notice of the time and place of holding any meeting, and in the case of Special meetings, the purpose thereof, shall be given to each individual member entitled to vote in this Association, either personally, by email, or by letter mailed to his last known address, at least thirty (30) days in advance of the date fixed for such meeting. Electronic or e-mail notice of meetings shall be used only as permitted by State law.
Sec. 4. Quorum. A majority of the members in good standing, present in person or represented by proxy, shall constitute a quorum. If such majority of the members are not present or represented at any meeting, the members present in person or by proxy shall have power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until the requisite number of members shall be present. At such adjourned meeting at which the requisite number of members shall be represented, any action may be taken which might have been transacted at the meeting as originally notified.
Sec. 5. Voting. Each member shall be entitled to one vote in the election of each member of the Board of Directors and each elected officer of the Association. Each member shall be entitled to one vote upon any question coming before any meeting of the members, providing that such question has been considered by the Board of Directors and is submitted to the meeting with a recommendation from such Board. The act of a majority of members, present in person or represented by proxy, at a meeting at which a quorum is present, shall constitute the act of the members and shall bind the Association unless herein or by federal, state or local laws otherwise required.
Sec. 6. Official Representatives. Each member shall designate one representative who shall be its official representative in all relations between the Association and the member. The official representative or their proxy is the only person entitled to vote at Annual or Special Meetings of the Association or whenever business of the Association is conducted by mail or electronic ballot. The vote and act of any such representative shall be binding on the member he/ she represents, and after such representative has been designated by a member, the Association shall be under no duty to inquire into the authority of such representative for any act or commitment made or performed by him/her.
Sec. 7. Nominating Committee. The Chairman of the Board shall appoint, subject to review and approval by the Board of Directors, a Nominating Committee. The Nominating Committee shall consist of three (3) individuals, chosen from among the Basic and Associate Members of the Association. Prior to any election of officers or members of the Board of Directors, the Nominating Committee shall meet and select a nominee, or nominees. The nominations shall be reported to the membership with the notice of Annual Meeting. Any member may submit additional nominations for an elective office by submitting a petition signed by Official Representatives of at least twenty-five (25) Basic or Associate Members not less than ten (10) days in advance of the Annual Meeting. At the time of the election, the presiding officer shall call upon the Chairman of the Nominating Committee to present the nominations of the Committee. Thereafter, the presiding officer shall announce any other nominees from other members of the Association. When all nominations have been completed, all member firms shall cast their votes. The nominees receiving the greatest number of votes shall be declared elected to office.
Sec. 8. List of Members. A complete list of all of the members entitled to vote at an election, arranged in alphabetical order, with the principal place of business of each, and with the designated Official Representative of each, shall be prepared by the Secretary and shall be present at the place where the election is to be held, at least forty eight (48) hours before every election, and shall at all times thereafter and until the election is completed be open to the examination of any member.
Sec. 9. Order of Business. At meetings of the members, where procedure is not otherwise provided, Roberts' Rules of Order shall prevail.
Article V
DIRECTORS
Sec. 1. Governing Body. The Board of Directors shall constitute the governing body of the Association and shall have the control and management of the policy, funds and property of the Association, subject only to the action of the members in meeting assembled. It shall be vested with full power and authority to put into effect actions, resolutions, and decisions of the Association.
Sec. 2. Composition of Board. The Board of Directors shall consist of the elected officers of the Association, the immediate Past Chairman, and elected directors as follows: four (4) Basic Publication Members, five (5) Basic Packaging Members, four (4) Basic Product Members, and eight (8) Associate Members, as each of these classifications is defined in Article III, Sec. 1. If there are an insufficient number of members in any membership classification to elect the full complement of elected directors from such classification, an elected director shall represent each member within such classification.
Sec. 3. Term and Succession. Except in instances where a director is elected to fill an unexpired term, all elected directors shall be elected for a term of three (3) years. Election of directors shall be conducted in a fashion accomplishing the election or reelection of one-third (1/3) of the elected directors every year.
Sec. 4. Vacancies. If a vacancy occurs in an elected director position on the Board of Directors, the Chairman shall appoint a representative from among members of the same membership classification as the elected director whose position is being filled to serve until the next Annual Meeting of the membership. At such Annual Meeting, the members of the Association shall elect an individual from among members of the same membership classification as the elected director whose position became vacant to serve the remainder of such elected directors un expired term.
Sec. 5. Responsibilities and Powers. It shall be the responsibility of the Board of Directors to carry out the purposes and objectives of the Association and in every way reasonable and appropriate to this end, the Board may exercise the following specific powers, together with those granted elsewhere and otherwise under these Bylaws and the Articles of Incorporation:
(a) Appoint all agents of the Association and prescribe their duties and fix their compensation, except as otherwise provided by these Bylaws.
(b) Appoint such standing or special committees as may be deemed necessary or desirable to carry out the objectives and purposes of this Association, and to fix their powers and prescribe their duties.
(c) Establish, or support the establishment and operation, of organizations, including, but not limited to, the Gravure Education Foundation, the Research Advisory Board, and the Cylinder Society, whose existence shall further the purposes of the Association in the areas of education and research, and in any other area or areas deemed by the Directors to be in furtherance of the goals of the Association.
(d) Determine and assess member dues in accordance with Sections 4 and 5 of Article III of these Bylaws.
(e) Levy an assessment or assessments against the members for the support of the activities of the Association, provided, however, that the total amount of such assessment or assessments shall not exceed thirty percent (30%) of the basic annual dues rate in any one calendar year.
(f) Bond such officers, agents, and employees of the Association as may be necessary in such amounts and with such sureties as may be reasonable and appropriate.
(g) Designate depositories for the Association, rent safety deposit vaults, and provide the manner of signing checks, notes, bills and other evidences of indebtedness of the Association.
(h) Invest and reinvest the funds of the Association and change such investments from time to time.
(i) Appoint a qualified Certified Public Accountant to annually audit the Association books in accordance with Article VI.
(j) Between Annual or Special Meetings of the Association, do all lawful things and exercise all such lawful powers which are vested in the members of the Association and which will promote the objectives and purposes of this Association and its members.
Sec. 6. Meetings. Regular meetings of the Board shall be held at such intervals as shall be determined from time to time by resolution of the Board of Directors. Special Meetings of the Board of Directors may be called by the Chairman on twenty (20) days notice of the time and place and purpose. Special Meetings shall be called by the Chairman or Secretary on like notice upon the written request of a majority of the directors.
Sec. 7. Quorum. In order to constitute a quorum for the transaction of business by the Board of Directors, it shall be necessary that a majority of the members of such Board be present, and where a quorum is present, the act of the majority of the directors present at that meeting shall be the act of the Board of Directors.
Sec. 8. Action by the Board Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing or electronically to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Electronic adoption of a consent resolution shall be used only as permitted by State Law.
Sec. 9. Compensation. Directors shall receive no compensation for their services as directors.
Article VI
OFFICERS
Sec. 1. The Officers. The elected officers of the Association shall be a Chairman, a First Vice Chairman, a Second Vice Chairman, a Treasurer, and a Secretary.
There shall be a President and Chief Operating Officer who shall be appointed by the Board of Directors of the Association. The Board of Directors or President may designate other staff officer positions and titles, with appropriate duties and responsibilities.
Sec. 2. Officer Terms and Rotations. The term of office of the elected officers shall be two (2) years. They shall serve from the time of the Annual Meeting at which they are elected until the conclusion of elections at the Annual Meeting two (2) years hence.
The Chairman, First Vice Chairman and Second Vice Chairman may not succeed themselves in the same office after the completion of one full term. A Chairman, First Vice Chairman or Second Vice Chairman who has been elected or appointed to serve less than a full term may be reelected to the same position for a full subsequent term. The Treasurer and the Secretary may be elected to succeed themselves in office for two (2) additional two (2)-year terms.
The elected officers of the Association may be nominated and elected from among all Basic and Associate Members of the Association. It is the policy of the Association and these Bylaws, and incumbent upon the membership when electing officers, that the office of Chairman be rotated on an equitable basis.
Sec. 3. Election of Officers. At each regular Annual Meeting of the members held in an even numbered year, nominations of the Nominating Committee and thereafter nominations of all members shall be called for by the Chairman, immediately after the election of directors. At the close of nominations, ballots shall be taken, and the candidates receiving the highest number of votes cast by the members of the Association for each respective office shall be declared elected.
Sec. 4. Vacancy In Office. A vacancy in any office may be filled for the remainder of the unexpired term by a majority vote of the Board of Directors at their next meeting. In case of emergency, the Chairman, or, if the office of Chairman be vacant, the First Vice Chairman may fill the vacancy by appointment, such appointee to hold office only until the vacancy is filled by the Board of Directors.
Sec. 5. Chairman. The Chairman shall be the chief elected officer of the Association. The Chairman shall preside at all meetings of the members of the Association, the Board of Directors and the Executive Committee. The Chairman shall be a member ex officio of the Board of Directors and of all regular and special committees. The Chairman shall execute all instruments requiring a seal in the name of the Association under the seal of the Association. The Chairman or President of the Association shall appoint the chairman and members of all standing and special committees of the Association subject to review and approval by the Board of Directors. The Chairman shall perform all such other duties as pertain to the office of Chairman and shall see that all resolutions of the members and of the Board of Directors be carried into effect.
Sec. 6. Vice Chairmen. The Vice Chairmen shall assist the Chairman and perform such duties as the Board of Directors may prescribe. Each Vice Chairman shall represent the general interest of all members. The First Vice Chairman shall, in the temporary absence or disability of the Chairman, perform the duties of the Chairman and exercise such powers as the Board of Directors may prescribe. If the First Vice Chairman is unable to perform the duties and exercise the powers of the Chairman, these duties and powers shall be performed and exercised by the Second Vice Chairman.
Sec. 7. Secretary. The Secretary shall see that a correct list of the names and addresses of all members of the Association is properly maintained. The Secretary shall attend all meetings of the members and of the Board of Directors, and shall see that a correct record of all the business at such meetings is properly maintained in a minute book belonging to the Association. The Secretary shall see that the corporate records, except those pertaining to the office of Treasurer, and the corporate seal are properly maintained. The Secretary shall see that notices of meetings of the members and of the Board of Directors are mailed in accordance with these Bylaws and directions of the Board of Directors. The Secretary shall perform such other duties as pertain to the office of Secretary and shall do all such things and carry out all such orders as are required by the members of the Association or the Board of Directors.
Sec. 8. Treasurer. The Treasurer shall see that all monies due and belonging to the Association are invoiced, collected and received, and that they are expeditiously deposited to the account of the Association in such depositories as have been authorized by the Board of Directors. The Treasurer or appointee(s) of the Board shall direct investment of all funds not needed for current disbursements, as may be directed by the Board of Directors. The Treasurer shall see that all proper and approved invoices and all disbursements authorized by the Board of Directors are made. The Treasurer shall see that full and accurate accounts of receipts and disbursements and a record of all financial transactions of the Association are maintained. The Treasurer shall see that the Secretary is notified of all delinquencies in the payment of dues and assessments by members. The Treasurer shall render a full and complete report of the financial condition of the Association to the members of the Association at the Annual Meeting. The Treasurer shall verify that the auditor appointed by the Board of Directors is performing his function as contracted. The Treasurer shall perform all other duties required of the Treasurer by resolution of the members of the Association and the Board of Directors and shall perform all duties as pertain to the office of Treasurer. If required by the Board of Directors, the Treasurer shall give bond in such amount and with such surety or sureties as may be designated by the Board of Directors, the cost of such bond to be paid by the Association. The Treasurer shall appoint, with the approval of the Board of Directors, an Assistant Treasurer to act in his behalf under circumstances that render the Treasurer incapacitated or otherwise unable to perform duties as Treasurer.
Sec. 9. The President and Chief Executive Officer shall function as the Chief Executive Officer of the Association and shall have the powers and duties ordinarily possessed by the President and Chief Executive Officer of corporations. The President shall perform such duties as may be properly delegated to him/her by the Chairman or assigned to him/her by resolution the Board of Directors, provided such duties are consistent with the position of President and Chief Executive Officer.
Article VII
COMMITTEES
Sec. 1. Executive Committee. There shall be an Executive Committee of the Association, which shall consist of the five (5) elected officers, the immediate Past Chairman, and four (4) other members of the Board of Directors who shall be appointed by the Chairman, subject to the approval of the Board of Directors. One of the appointed members shall be chosen from among the Publication Members, one from the Packaging Members, one from the Product Members, and one from the Associate Members.
The Executive Committee shall be empowered to perform all duties and responsibilities of the Association between meetings of the Board of Directors, except those reserved to the Board of Directors or the membership by these Bylaws or the Articles of Incorporation. All actions taken by the Executive Committee must be reviewed by the Board of Directors at its next regular or special meeting be it in person or via conference call.
Sec. 2. Other Committees. The Board of Directors shall establish such other Committees, as it deems necessary and appropriate for the conduct of the business of the Association.
Article VIII
CORPORATE SEAL
The Association shall have a corporate seal, which shall be circular in form and shall bear the name of the Association and the year of its organization and the name of the state under the laws of which it was organized.
Article IX
FISCAL YEAR
The fiscal year of the Association shall end on the 31st day of December in each year.
Article X
AMENDMENTS
These Bylaws, and any amendments or alterations thereto, may be altered, amended or repealed at any regular or special meeting of the members of the Association by an affirmative vote of three fourths (3/4) of such members present in person or by proxy, provided notice of such proposed alteration, amendment or repeal shall have been mailed or sent electronically to each active member at his last known address or email at least thirty (30) days before the date of such meeting. Electronic notice of proposed amendments shall be used only as permitted by State law.
Article XI
INDEMNIFICATION
Every director, officer and employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed in connection with any proceeding to which such person may be made a party, or in which such person may become involved, by reason of being or having been a director, officer, or employee of the Association, or any settlement thereof, whether or not such person is a director, officer or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of such person ’s duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled.
