CONSTITUTION
& BYLAWS OF BEMA
The baking industry suppliers association
ARTICLE I
Name & Location
Section
1. Name: The name of this Association shall be BEMA,
the baking industry suppliers association.
Section
2. Location: The principal office of the Association
shall be located at No. 100 West Tenth Street in the
City of Wilmington, County of New Castle, State of
Delaware and place of business shall be located in
Wilmette, Illinois. It may have other offices in such
other places as may be determined by the Board of
Directors, or as required by law.
Section
3. Status: This Association shall be organized as
a not for profit corporation under the laws of the
State of Delaware.
ARTICLE II
Purposes & Objectives
Section
1. Purpose: The purpose of the Association shall be
to serve and benefit its members who are engaged in
the business of manufacturing, marketing, or selling
products and/or services to the baking or related
food industries.
The objects of the Association are as follows:
1.1 To promote and enhance positive relations among
those engaged in the baking and food related industries;
1.2 To promote and defend, in all lawful ways, the
interest, and welfare of the baking and related food
industries;
1.3 To collect, assemble, and disseminate statistical,
trade, management and other valuable business information;
1.4 To promote development of appropriate national
and international standards affecting the baking and
related food industries in participation with other
interested organizations;
1.5 To cooperate with government officials, regulatory
agencies and other related
industry associations on matters affecting the baking
and related food industries and
in furtherance of the national welfare;
1.6 To provide forums to discuss subjects pertaining
to the improvement,
standardizations, methods of manufacturing, marketing
and management of member
companies;
1.7 To promote the general welfare and progress of
the baking and related food industries, including
studies, programs and projects deemed appropriate
and useful;
1.8 To provide an organizational structure within
which groups of members may work to address specific
programs of special interest to segments of the baking
and related food industries;
1.9 To sponsor annual meetings, trade shows, conferences
and seminars to benefit members and the baking and
related food industries.
ARTICLE III
Membership
Section
1. Eligibility: Membership in BEMA shall be open to
any person, firm, partnership, company or corporation,
which produces and/or markets equipment, machinery,
ingredients, related components or provides services
for use in or by the baking and related food industries.
Section
2. Class: There shall be two classes of membership,
regular and honorary
members.
Section
3. Regular Members: Regular membership shall be granted
upon written application and approval by a majority
vote of the Board of Directors to all persons, firms,
partnerships, and corporations which:
3.1 Are engaged in the business of manufacturing,
marketing and selling machinery, equipment or components
for the baking or related food industries;
3.2 Are engaged in the business of furnishing materials,
equipment, supplies or services and/or produce ingredients
or other products or services marketed and sold to
the baking and food industries;
3.3 Agree to fulfill the purposes of the Association;
3.4 Have a reputation for integrity and sound character;
and
3.5 Meet such other requirements as may be established
by the Board of Directors.
Section
4. Application for Regular Membership: Application
for regular membership shall be made according to
procedures and policies, which may be adopted from
time-to-time by the Board of Directors. During the
years in which BEMA sponsors a trade show, established
policies will apply to show discount rate eligibility.
Section
5. Voting: Regular members shall be entitled to one
(1) vote per member on all matters
coming before the membership.
Section
6. Affiliated Companies: Autonomous divisions or subsidiary
companies otherwise eligible for regular membership
may apply separately even though such membership might
result in more than one membership being granted to
a corporation and its wholly owned or autonomous divisions.
If members are merged, acquired or otherwise consolidated
with another member, and continue to operate under
separate business names and retain their public identities
through advertising and marketing, they must hold
separate memberships.
Section
7. Representation: Each member shall designate one
person to act as its representative in the Association.
Such representative shall be a senior official of
the member company, who is qualified for the category
of membership granted and authorized to make operating
commitments. Regular members may from time-to-time
designate other persons to take
part in discussions and meetings of the Association,
but in no event shall any regular member be entitled
to more than one (1) vote.
Section
8. Termination of Membership: Regular membership in
the Association may be suspended or terminated for
cause. Sufficient cause for such suspension or termination
of membership shall be a violation of the bylaws or
any rule or practice duly adopted by the Association,
or any other conduct prejudicial to the interests
of the Association. Suspension or expulsion shall
be by two-thirds vote of the entire Board of Directors;
provided that a statement of the charges shall have
been sent by certified mail to the last recorded address
of the member at least fifteen (15) days before final
action be taken. This statement shall be accompanied
by a notice of the time and place of the Board hearing
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 action
is taken by the Board of Directors. The terminated
members shall be responsible for the dues payment
covering the year in which the resignation occurs.
Section
9. Dissolution: In the event of the dissolution of
the Association, the board of directors
shall disburse the funds, property and other assets
of the Association remaining after the payment of
all debts and liabilities in such a manner as said
board shall determine to be in the best interest of
the members of the Association and in accordance with
the laws of the State of Delaware.
Section
10. Honorary Member: At the discretion of the board
of directors, honorary membership
in BEMA may be conferred on an individual who has
been affiliated with a member company or individually
been a member, but is no longer actively involved
in the baking industry. Honorary members may participate
in the BEMA meetings but may not vote nor hold an
elected office in the Association.
ARTICLE IV
Dues & Fees
Section
1. Amount: The initial and annual dues for members
of the Association, and the time for paying such dues
shall be determined from time-to-time by the Board
of Directors.
ARTICLE V
Meetings of Members
Section
1. Annual Meeting: The annual meeting of the Association
shall be held at the time and place to be fixed each
year by the Board of Directors. The annual meeting
shall be held for the purpose of the election of officers
and directors, for receiving the annual committee
reports, and for such other business as may properly
come before such meeting.
Section 2. Member Meetings: In addition to the Annual
Meeting, there shall be at least one other meeting
of the members of the Association each year at a time
and place to be determined by the Board of Directors.
Special meetings of the members may be called by the
Chairman of the Board or a majority of the Board of
Directors.
Section
3. Notice of the Time & Place of Annual or Special
Meetings: Notice shall be mailed
to the last recorded address of each member not less
than ten (10) or more than forty (40) days prior to
the meeting.
Section
4. Quorum: A quorum for any meeting of the Association
shall be twenty (20)
members or twenty-five percent (25%) of the membership,
whichever is the lesser.
Should a quorum not be 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 required number of members to constitute
a quorum 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 called.
Section
5. Order of Business: Where procedure is not otherwise
provided, Robert's Rules of
Order, latest version, shall control.
ARTICLE VI
Board of Directors
Section
1. General Powers: The affairs of the Association
shall be managed by the Board of
Directors which shall have supervision, control and
direction of the affairs of the Association and shall
determine its policies or changes therein within the
limits of the bylaws, shall actively pursue its purposes
and shall have discretion in the disbursement of its
funds. It 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.
Section
2. Composition: The Board of Directors shall be composed
of eleven (11) directors, plus
the Chairman of the Board, 1st Vice Chairman, 2nd
Vice Chairman and 3rd Vice Chairman. The immediate
Past Chairman of the Board shall serve as an ex-officio
member of the Board of Directors with voting power.
The BEMA/IBIE Committee Chairman, the BEMA/ABA Board
of Directors Representative and President and Chief
Executive Officer shall be ex-officio members of the
Board without vote.
Section
3. Term of Office: Each Director shall be elected
to serve for a term of three (3) years. One-third
of the Board of Directors shall be elected each year.
Section
4. Successive Terms: No member of the Board of Directors
may serve for more than
two (2) full successive terms, without at least a
one-year period wherein such person is
not a member of the Board of Directors. If a member
is elected to fill an incomplete term
of office, he shall be eligible to serve additionally
for two (2) consecutive 3-year terms if
elected.
Section 5. Election: The directors with voting authority
are elected by the members at the Annual
Meeting of the Association, and at the conclusion
of that meeting immediately, enter upon the performance
of their duties, and shall continue in office for
their designated term and until their successors shall
be duly elected and qualified, unless they resign,
are removed or
otherwise are unable to fulfill an unexpired term.
The immediate Past Chairman of the Board, BEMA/IBIE
Chairman and BEMA/ABA Board Representative and President
& Chief Executive Officer shall be appointed by
the Board of Directors.
Section
6. Resignation or Removal: Any Director may resign
at any time by giving written
notice to the Chairman of the Board, President and
Chief Executive Officer, or Board of Directors. Such
resignation shall take effect at the time specified
therein, or if no time is specified, at the time of
acceptance thereof as determined by the Chairman of
the Board or the Board. Any Director, who shall be
absent from three (3) consecutive meetings of the
Board without valid excuse, shall be deemed to have
automatically resigned from the Board of Directors.
After a Board member has missed two (2) consecutive
Board meetings, that Director shall be notified in
writing that the failure to attend the next Board
meeting shall automatically terminate that Director's
membership on the Board.
Section
7. Vacancies: Any vacancy occurring on the Board of
Directors by reason of death, resignation or otherwise,
may be filled by the Board of Directors for the unexpired
term based on the Nominating Committee's recommendations.
Section
8. Regular Board Meetings: The Board of Directors
may provide by resolution the time, date, and place
for the holding of a regular Annual Meeting and additional
regular Board meetings without other notice than such
resolution.
Section
9. Special Meetings: Special Meetings of the Board
may be called by or at the request of the Chairman
of the Board or a majority of Directors. Telephone
or other electronic conferences shall be considered
special meetings.
Section
10. Notice of any Special Meeting of the Board: Written
notice shall state the time, date and place of the
meeting and shall be given at least seven (7) days
prior to the date of such meeting by first class mail
or facsimile.
Section
11. Quorum: A majority of the Directors shall constitute
a quorum for the transaction of business at any meeting
of the Board.
Section
12. Mail, E-mail or Conference Vote by Board of Directors:
In lieu of a formal meeting, the Board of Directors
may transact business by either mail vote, or electronic
mail (e-mail), or telephone conference call, provided
that in the event of a mail vote or e-mail, the matter
has been discussed previously and there is a unanimous
affirmative vote of the Directors and provided, further,
that in the event of a telephone conference vote,
at least 75 percent of the Directors participate in
the conference and that at least a majority of votes
cast are in the affirmative. Actions taken pursuant
to such procedures in each case shall bind the Association,
provided that each of the Directors has been duly
notified of the mail, facsimile or telephone conference
vote in advance.
Section
13. Compensation: Directors shall not receive any
stated compensation for their
services as directors, but the Board of Directors
may, by resolution, authorize reimbursement of expenses
incurred in the performance of their duties.
ARTICLE VII
Officers
Section
1. Elected Officers: The officers of the Association
shall be a Chairman of the Board, First Vice Chairman,
Second Vice Chairman and Third Vice Chairman, all
of whom shall be elected from among and by the members
in good standing. The Board of Directors may elect
or appoint such other officers as it shall deem desirable,
such officers to have the authority and perform the
duties prescribed, from time-to-time, by the Board
of Directors.
Section
2. Chairman of the Board: The Chairman of the Board
shall be the Chief Elective Officer of the Association
with overall operating responsibility, shall preside
at the meetings of the Association, Board of Directors
and the Executive Committee, and shall be an ex officio
member, with right to vote, on all committees except
the Nominating Committee. The Chairman of the Board
shall also, at the Annual Meeting of the Association
and at such other times as the Chairman of the Board
shall deem proper, communicate to the Association,
the Executive Committee and the Board of Directors
such matters and make such suggestions as may tend
to encourage and advance the welfare and increase
the usefulness of the Association, shall appoint committees
and shall perform such other duties as are necessarily
of consequence to the office of the Chairman of the
Board or as may be specified by the Board of Directors.
The Chairman of the Board shall be responsible for
the implementation of the programs and the policies
of the Association as determined by the Board of Directors,
but the Chairman of the Board is not charged with
administrative responsibilities in the continuing
conduct of the Association's affair.
Section
3. First Vice Chairman - Communication & Committees
-- The First Vice
Chairman shall serve as Vice Chairman Communications
& Committees and with Board approval shall assume
the responsibility of overseeing Committee functions
and communicating Committee minutes and actions to
the membership via Association publications on a timely
basis; and shall perform such other duties as may
be assigned from time-to-time by the Chairman of the
Board. The First Vice Chairman with approval of the
Board of Directors, may delegate to the President
and Chief Executive Officer duties, all or in part,
incident to this office. In the absence of the Chairman
of the Board, or in case of the Chairman's of the
Board inability to act, the First Vice Chairman shall
perform the Chairman's duties. The First Vice Chairman
shall succeed to the office of Chairman of the Board
upon duly being nominated and elected.
Section
4. Second Vice Chairman - Finance - The Second Vice
Chairman shall serve as Vice
Chairman - Finance, and with Board approval shall
oversee the financial management aspects of the Association
and shall perform such other duties as may be assigned
to the Second Vice Chairman from time-to-time by the
Chairman of the Board. The Second Vice Chairman shall
keep an account of all monies received and expended
for the use of the Association and shall make disbursements
authorized by the Board of Directors and by such officers
as the Board may prescribe. All sums received shall
be deposited by this officer in the bank or banks,
or other depositories approved by the Board of Directors.
The Second Vice Chairman shall report on the financial
condition of the Association at the Association's
annual meetings and at the annual meetings of the
Board of Directors. The Second Vice Chairman shall
succeed to the office of First Vice Chairman -Communication
& Committees upon duly being nominated and elected.
Section
5. Third Vice Chairman - Policy & Long Range Planning-The
Third Vice
Chairman shall serve as Vice Chairman - Policy and
Long Range
Planning, and with board approval shall oversee and
develop strategic plans for the Association. The Third
Vice Chairman - Policy & Long Range Planning shall
be elected from among and by the members in good standing.
Section
6. President & Chief Executive Officer: The administration
and management of the
Association shall be vested in a salaried President
and Chief Executive Officer or firm, retained or employed
and appointed by, and directly responsible to, the
Board of Directors. The President and Chief Executive
Officer may serve as the Secretary and/or Treasurer
if so directed by the Board of Directors and shall
be responsible for carrying out the policies and programs
of the Association as established by the Board of
Directors. The President and Chief Executive Officer
shall be a member ex-officio of the Board of Directors
and of all committees. The President and Chief Executive
Officer shall be subject to the direction of the Board
of Directors. The President and Chief Executive Officer
shall have the authority to execute contracts on behalf
of the Association, as approved by the Board of Directors.
The President and Chief Executive Officer shall employ
and may terminate the employment of members of the
staff necessary to carry on the work of the Association
and shall perform such other duties as may be specified
by the Board of Directors.
Section
7. Compensation of Officers: Officers shall not receive
any stated compensation for
their services as officers, however, the Board of
Directors may, by resolution, authorize reimbursement
of expenses incurred in the performance of their duties.
Section
8. Terms of Office: Each officer, other than the retained
or employed officer, may
serve in the same office for no more than one (1)
one-year term unless his term is less than one year
by reason of appointment to fill a vacancy. Under
special circumstances determined by the Board of Directors,
an officer may be considered eligible for one (1)
additional one-year term. A Director may serve up
to two consecutive terms. If a Director is elected
to an Officer's position during or at the end of his
tenure as Director, he may continue to serve on the
Board of Directors for as long as he holds an elected
Officer's position.
Section
9. Officer Resignation: Any officer may resign or
be asked to resign by the Board of Directors whenever,
in its judgment, the best interests of the Association
will be served.
Section
10. Vacancies: Vacancies among officers shall be filled
for the balance of terms thereof
by the Board of Directors, at any regular or special
meeting or by mail ballot, from among the qualified
members of the Association.
Section
11. Bonding: Any person entrusted with the handling
of funds or property of the
Association shall, at the direction of the Board of
Directors, furnish, at the expense of the
Association, a fidelity bond approved by the Board,
in such sum as the Board shall prescribe.
ARTICLE VIII
Committees
Section
1. Executive Committee: The Executive Committee shall
consist of the Immediate Past
Chairman of the Board, Chairman of the Board, First
Vice Chairman, Second Vice Chairman, Third Vice Chairman
and President and Chief Executive Officer (without
vote). This committee shall have general supervision
over the financial affairs and administrative activities
of the Association and make such recommendations to
the Board of Directors from time-to-time as deemed
advisable. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction
of business.
Section
2. Nominating Committee: No less than sixty (60) days
prior to the Annual Meeting the Immediate Past Chairman
of the Board shall select and act as Chairman of the
Nominating Committee. The Committee shall include
the Immediate Past Chairmen of the Board, two Board
members, 3 non-Board members and the President and
Chief Executive Officer (non-voting). The Nominating
Committee shall present a slate of candidates for
election at the Annual Meeting.
2.1 In addition, the presiding officer of the Nominating
Committee must call for nominations from the floor.
Nominations may be made from the floor for any officer
or representative on the Board of Directors, provided
that all such nominees from the floor have agreed
in advance to serve if elected and are otherwise eligible.
There shall be a ballot vote when more than one name
for officer or directorship is submitted.
2.2 The individuals receiving the highest number of
votes on the first ballot for the vacancies shall
be declared elected.
2.3 Only one representative of any member company
may serve at any time as an officer or voting member
of the Board of Directors.
Section
3. Membership Committee: The Committee shall review
all membership applications and make recommendations
as to acceptance. The Membership Committee shall also
formulate and recommend membership policy of the Association
and programs for membership expansion and retention.
Section
4. BEMA International Baking Industry Exposition (IBIE)
Committee: The
BEMA/IBIE Committee Chairman shall be appointed by
the BEMA Chairman of the Board, be approved by the
Board of Directors and have served on a previous BEMA/IBIE
Committee. Committee members shall be appointed jointly
by the BEMA Chairman of the Board and BEMA/IBIE Committee
Chairman and with approval of the Board of Directors.
The Committee shall serve as this Association's representatives
on the IBIE Committee being charged with all duties
and responsibilities thereof in serving in the best
interest of this Association, its members and the
industries it serves.
Section 5. Other Committees: The Chairman of the Board,
subject to the approval of the
Board of Directors, may appoint Chairmen and such
standing or special committees as the
Chairman of the Board deems advisable to assist in
the proper functioning of the Association or to carry
out its purposes.
Section
6. Chairman: The chairman of each committee shall
make an annual report to the
Board of Directors and to the membership on the work
of the committee, and may be required to report at
any meeting of the Board of Directors upon any other
matter requiring action or consideration.
Section
7. Adopting Rules: Each committee may adopt rules
for its own operation not inconsistent with these
bylaws or with rules adopted by the Board of Directors.
Section
8. Quorum: A majority of the committee's members must
be present at a meeting to constitute a quorum.
ARTICLE IX
Miscellaneous
Section
1. Mail Vote: Whenever, in the judgment of the Board
of Directors, any question shall arise which it believes
should be put to a vote of the membership, and when
it deems it inexpedient to call a special meeting
for such purposes, the Board may submit such a matter
to the membership in writing, by mail, for vote and
decision, and the question thus presented shall be
determined according to a majority of the votes received
by mail within four (4) weeks after such submission
to the membership, provided, that in each case, the
votes of at least 50 percent of the members shall
be received. Action taken pursuant to a majority mail
vote in each case shall bind the Association in the
same manner as would action taken at a duly called
meeting; ballots shall provide for recording votes
of "Affirmative," "Negative,"
or "Abstain," and ballot items shall discuss
the pros and cons of the proposal so as to inform
the voting members of its potential impact.
Section
2. Calendar Year: The calendar year shall be from
January 1 to December 31.
Section
3. Indemnification: The Association shall provide
for the indemnification of the
Association and all officers, directors, employees
and agents of the Association, to the full extent
permitted by the laws of the State of Delaware, and
shall be entitled to purchase insurance for such indemnification
to the full extent as determined from time-to-time
by the Board of Directors of the Association.
Section
4. Separation from Company: If a person who holds
office as a member of the Board of Directors, Officer
or Chair of a standing Committee, ceases to be a full
time employee of a BEMA active member company, such
person shall immediately tender a letter of resignation
to the BEMA Executive Committee to be acted upon within
one year at the discretion of the Committee.
ARTICLE X
Amendments
These
bylaws may be altered, amended or repealed by a majority
vote of the entire Board of Directors at any regular
or special meeting of the Board; and by a two-thirds
vote of the members present and voting at any meeting
of the association, with notice in advance of the
proposed changes to include a proxy for those not
present at a meeting. Written proxies must be filed
with the President and Chief Executive Officer prior
to the meeting.
Adopted:
December 30, 1993
Revisions:
April 22, 1994, May 25, 1994, June 15, 1994, July
21, 1994, August 5, 1994, June 22, 1996, February
28, 1999, June 17, 2000, March 8, 2003, June 22, 2003,
March 6, 2005.
