CONSTITUTION AND BY-LAWS
SOUTHWEST INDUSTRIAL FABRICS ASSOCIATION
(Revised April 9, 2005)
The name of this organization shall be Southwest Industrial Fabrics Association
Mission Statement and Objectives
Section 1. The mission of the Southwest Industrial Fabrics Association is to improve the knowledge, skill level and profitability of its member companies by providing education, resources, information and professionalism made possible through group membership.
Section 2. The objectives of the Association are:
•1. To increase awareness and use of the industry’s products and services.
•2. To disseminate information on industry, market, government, and technical issues.
•3. To build and strengthen relationships with all organizations whose activities affect the industry.
•4. To advance the professional competence of members.
•5. To monitor and influence governmental policies affecting the industry.
•6. To foster ethical business practices throughout the industry.
•7. To participate in the development and promotion of industry technology, test methods, procedures, product standards and technology. •8. To promote and retain membership from all segments of the industry. •9. To develop and maintain an organizational structure which represents and serves its members. •10. To utilize Association resources for the continuing development of programs which address the expectations of all members.
Section 1. The membership of this Association shall consist of Fabricator, Supplier, Honorary, and Honored Life members. Membership dues and benefits for each classification are determined by the Board of Directors unless otherwise specified in the by-laws.
Section 2. The Fabricator membership of this Association consists of individuals, firms and corporations engaged in the manufacture, sales and rentals of industrial fabric products. Each Fabricator member shall be entitled to ONE VOTE in all meetings of the Association which said vote may be cast by any principal or employee of said member when properly accredited and whose annual dues are current. Fabricator members are entitled to be elected or appointed to office within the Association Membership in the name of the company or organization.
Section 3. Supplier members shall consist of all firms, sales agents, or individuals who are suppliers of materials, equipment or services used in this industry. Each Supplier member shall be entitled to one vote in all meetings of the Association which said vote may be cast by any principal or employee of said member when properly accredited and whose annual dues are current. Supplier members are entitled to be elected or appointed to office within the Association Membership in the name of the company or organization.
Section 4. Honorary members shall be any individual who has rendered some distinguished service in public life or in business affairs and shall be elected by the unanimous recommendation of the Board of Directors or unanimous vote of the members of the Association present at any regular meeting. Honorary members shall not be required to pay dues, nor shall they be entitled to vote or hold office. They shall have access to all meetings and may be granted the floor for the purpose of speech at the discretion of the Chairperson.
Section 5. Honored Life Member shall be any individual, by approval of the Board of Directors, can be granted the designation of “Honored Life Member” in the Association. The honor is bestowed on the individual for meeting one or more of the following qualifications:
•a) For meritorious or outstanding work accomplished for the industry as a member of the Association. •b) For exceptional accomplishments or extraordinary achievement while serving on the Board of Directors of this Association. •c) For having been actively engaged in the canvas and industrial fabrics manufacturing industry for at least ten (10) years. An “Honored Life
Member” shall no longer be required to pay dues and shall be awarded all the rights and benefits of any Member. At all meetings of the Association, every possible courtesy and honor shall be extended to such “Honored Life Members”.
Section 6. To be a member of this Association, the firm or individual DOES NOT have to be a member of INDUSTRIAL FABRICS ASSOCIATION INTERNATIONAL (IFAI).
Section 7. There shall be no limit on the number of members of any classification the Association may admit.
Section 8. A member of the Association shall not, solely because of such membership, be personally liable for debts, obligations or liabilities of the Association.
The annual dues for Fabricator and Supplier members shall be set by the Board of Directors.
Section 1. The officers of this Association shall consist of the president, president elect, vice president, secretary, treasurer, and four directors. The officers together with the directors shall constitute the Board of Directors. To qualify as an officer or director of the Association, a member must be a principal or duly authorized employee of the firm he/she represents.
Section 2. The officers shall perform the duties normally performed by such officers with the following specific duties: President
•1. Co-ordinate all committees.
•2. Conduct meetings. •3. Be sure all officers are doing their jobs. •4. Attend National IFAI Convention as our representative.
•1. Chairperson for all Association meetings. •2. President’s right hand man. •3. Know what president is doing and step in if president is unavailable. •4. Appoint committee chairpersons for convention, such as golf, tennis, recreation and spouse events.
•1. Ways and Means Chairperson. •2. Assist President Elect. •3. Co-ordinate program advertising. •4. Chairman of membership.
First Director - Communications Director
•1. Maintain & improve SWIFA Website.
•2. Edit, publish Swifa newsletters.
•3. Liaison with IFAI for SWIFA dates, events.
•4. Archive SWIFA photos.
Second Director - Suppliers Liaison Director
•1. Set up “Market Day”. •2. Assist 2nd Vice President with program advertising.
•3. Assist 4th Director with hospitality.
Third Director - Photo Contest Director
•1. In charge of Photo Contest. •2. Co-ordinate “Fickle Finger of Fate” Award. •3. Assist 1st Vice President with membership functions.
Fourth Director - Hospitality Director
•1. Hospitality Functions.
•2. Assist 2nd Director with Market Day.
•3. Assist 3rd Director with Photo Contest.
Secretary •1. Welcome Committee. •2. Registration, badges – In charge of registration at convention. •3. Responsible for physical property of Association.
Treasurer •1. Financial Records. •2. Assist with Welcome Committee. •3. Assist with Registration, badges. •4. Assist with physical property of Association.
Immediate Past President •1. Chairperson of the Board. •2. Consultant..
President & President Elect meet with treasurer to approve report before submitting to membership.
Section 3. Vacancies occurring in any seat on the Board shall be filled by vote of the Board of Directors until the next meeting of the Association, when, if necessary to fill an unexpired term, such office shall be filled by an election by the general membership at the Annual Business meeting of the Association.
Section 4. The Board of Directors shall be elected at the Annual meeting of the Association except the President. Upon the expiration of the President Elects term he will automatically move up to be President. A new President Elect will be elected, who must have served a minimum of one year as active director to be eligible to hold this office, except where vacancies occur and must be filled per section 3. Officers and Directors shall serve a term of two years or until their successors are elected and qualified.
Section 5. The Immediate Past President, upon completion of office, shall serve as a member ex-officer of the Board of Directors and shall serve until his/her successor has been retired from office.
Section 6. Should any member of the Board of Directors be absent from two (2) consecutive meetings of the board without sending a communication, to the President or Secretary, the reason for the absence and if the reason is not acceptable to the Board of Directors, his/her seat on the Board maybe declared vacant and the Board of Directors may proceed to fill the vacancy.
Section 7. The President shall preside at all meetings of the Association and shall be a member ex-officer of all committees. In the event the President is absent or incapacitated, the President Elect shall act in his/her stead.
Section 8. The President shall be entitled to vote only in case of a tie vote.
ARTICLE VI Board of Directors
Section 1. The government, management and control of the Association and its affairs shall be vested in the Board of Directors.
Section 2. Five (5) Board members shall constitute a quorum at all meetings of the Board of Directors, of which at least three shall be regularly elected members.
ARTICLE VII Committees
Section 1. There shall be a membership committee, appointed by the President, with the Vice President as Chairperson, whose duty shall be to disseminate knowledge and obtain new members.
Section 2. There shall be a nominating committee, chaired by the Immediate Past President, and with at least two other members appointed by the President. This committee shall be responsible for the timely choice of good candidates from the membership to fill any necessary openings.
Section 3. There shall be appointed from time to time, such other committees as shall be deemed necessary by the President.
ARTICLE VIII Suspension & Expulsion
For cause, any membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the by-laws or any agreement, rule or practice properly adopted by the Association or any such conduct prejudicial to the interest of the Association. Such suspension or expulsion shall be by two thirds vote of the membership of the Association; PROVIDED that a statement of the charges shall have been mailed by registered post to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting at which the charges shall be considered and the member shall have the opportunity of appeal and present any defense to such charges before action is taken thereon
ARTICLE IX Meetings
Section 1. There shall be at least one annual business meeting of the Association to be held between February and April of each year as determined by the Board of Directors. All members shall have at least thirty (30) days written notice.
Section 2. Nine (9) members of the Association shall constitute a quorum for the transaction of business and Five (5) must be Board members.
Section 3. The Board of Directors may be called together by seven (7) days notice by mail.
Section 4. Proxies SHALL NOT be recognized at meetings of the Association or meetings of the Board of Directors.
ARTICLE X Rules
In the absence of rules in the by-laws of this Association, the proceedings of the Association shall be conducted in accordance with Robert’s rules of Order.
ARTICLE XI Amendments
These by-laws may be amended at any business meeting by two thirds vote of all members present and voting, provided that any proposed amendment shall first have been submitted by mail to each member at least ten (10) days before the date of such meeting. / End