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National Association of Purchasing Management-Western Michigan,  Inc.
 BYLAWS
   

ARTICLE I
 NAME AND LOCATION
 Section 1. Name. The name of this Association shall be the National Association of Purchasing Management of Western Michigan, Inc., a not-for-profit corporation organized and existing by virtue of the laws of the State of Michigan (hereinafter referred to as the "Association").
 Section 2. Location. The principal office of the Association shall be located in the western region, State of Michigan or in such other localities as may be determined by the Board of Directors.
 

 ARTICLE II PURPOSES
 The Association is a not-for-profit corporation organized and operated not for pecuniary profit, but exclusively for educational purposes within the meaning of Section 911, Act 162 Public Acts 1982 of the State of Michigan (hereinafter referred to as the "Code"), and in this connection, the purposes for which the Association shall be organized and operated are as follows:
 (a)        To foster and promote interchange of ideas and cooperation among its  members.
 (b)        To promote the study, development, and application of purchasing management, and materials management, including improved procurement or purchasing methods and practices and all matters related to the foregoing (hereinafter referred to as "the purchasing and materials management profession").
 (c)        To collect and disseminate by all lawful means information of interest and benefit to its members, including surveys and reports of current business trends and other information of interest to the purchasing and materials management profession.
 (d)        To develop and encourage standards of personal and ethical conduct among persons engaged in the purchasing and materials management profession.
 (e)        To develop, sponsor, promote and encourage a professional certification program for persons engaged in the purchasing and materials management profession.
 (f)         To encourage and cooperate in the institution and development of educational courses, seminars, programs and materials on the subject of purchasing and materials management and all matters related thereto.
 (g)        To strive by all lawful means to promote and enhance the purchasing and materials management profession.
 (h)        To be affiliated with the National Association of Purchasing Management, Inc. ("NAPM") and other associations or organizations of persons engaged in the purchasing and materials management profession throughout the United States and all foreign countries.
 (i)         To cooperate, collaborate and exchange information by lawful means with professional, trade and other associations and organizations of persons engaged in the purchasing and materials management profession, and to advance public relations with governmental agencies and the public in general concerning the purchasing and materials management profession.
 (j)         To do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, and not for the pecuniary profit or financial gain of its members, directors or officers, except as otherwise permitted by the laws of the State of Michigan
 In the accomplishment of these purposes, it shall be the policy of the Association to comply at all times with all existing and future laws, including the antitrust laws, and in furtherance of this policy, no activity or program shall be sponsored or conducted by or within the Association which in any manner whatsoever shall represent or be deemed a violation of any existing or future law, including the antitrust laws, all in accordance with the NAPM Statement of Antitrust Policy and Guide for Antitrust Compliance, as amended from time to time by the Board of Directors of NAPM.
  
 ARTICLE III
 AFFILIATION WITH NAPM
 SECTION 1. General. The Association shall be affiliated with NAPM in accordance with the procedures set forth in the NAPM Bylaws, and the association shall comply at all times with NAPM policy as it may be adopted from time to time by the NAPM Board of Directors and the provisions of this Article.
 SECTION 2. Conditions of Affiliation. The Association shall be obligated as a condition of affiliation with NAPM to comply with the following:
 (a)    To be incorporated as a not-for-profit corporation in accordance with the laws of the State of Michigan, and to be validly existing and in good standing during the period of its affiliation with NAPM.
 (b)    To cause these Bylaws to conform at all times with the NAPM Bylaws and NAPM Policy, including without limitation, the provisions hereof with respect to the purposes of the Association and eligibility for membership.
 (c)    To perform all necessary procedures concerning the review and approval of all applications for membership in the Association and NAPM.
 (d)    To resolve all questions concerning eligibility for membership in the Association and NAPM in a fair and impartial manner in accordance with procedures established from time to time by the Association.
 (e)    To collect all dues from members of the Association and to remit to NAPM all dues required by Article V of the NAPM Bylaws.
 (f)     To elect a Director for National Affairs in accordance with Article VII hereof to represent the Association as a member of the District IV Council.
 (g)    To comply at all times with NAPM Policy as it may be adopted from time to time by the NAPM Board of Directors including without limitation, the NAPM Statement of Antitrust Policy and Guide for Antitrust Compliance.
 (h)    To obtain prior written approval of NAPM with respect to any proposed amendments to these Bylaws.
  SECTION 3. Suspension or Termination of Affiliation.  The affiliation with NAPM of the Association may be suspended by a two-thirds (2/3) vote of the NAPM Board of Directors for violation of or failure to comply with the NAPM Bylaws, including specifically, but without limitation, provisions respecting payment of dues, eligibility of members and observance of NAPM policies as may be adopted by the NAPM Board of Directors from time to time. Any charge of violation or failure to comply under this Section shall be first presented to the District IV Council. If the District Council IV shall determine by a two-thirds (2/3) vote that the charges are well founded, after the Association has been given reasonable notice of such charges and an opportunity to present a defense to the same, the charges shall be referred to the NAPM Board of Directors together with the recommendations of the District IV Council, if any, through the Director from District IV. Before action may be taken by the NAPM Board of Directors, the NAPM Executive Committee shall review the charges and make a recommendation to the NAPM Board of Directors upon the basis of a hearing conducted by the NAPM Executive Committee at the principal office of NAPM at which the association shall have the right to be heard to defend against such charges. If the Association is suspended or terminated it may be reinstated by a two- thirds (2/3) vote of the NAPM Board of Directors at any time subsequent to such suspension or termination upon a proper showing of good cause to justify a reinstatement of affiliation with NAPM.
 

ARTICLE IV
 MEMBERSHIP
 SECTION 1. Regular Members. Regular membership in an Affiliated Association shall be limited to the following:
 (a)    A person who is involved in the purchasing or materials process, including without limitation, purchasing, purchasing research, value analysis, inventory control, materials management, supply chain management, or any other activity or function which is related to the purchasing or materials process.
 (b)    An editor, secretary, or business manager employed by an Affiliated Association.
 (c)    A person with a full-time appointment as a teacher, research specialist, department head, director or dean of a college, university, or other academic institution whose academic responsibility includes purchasing management or materials management or other related fields or subjects.
 (d)    A regular member whose dues are currently paid on a continuous basis
 who is unemployed shall continue to be eligible for membership.
 (e)   A regular member whose dues are currently paid on a continuous basis who retires shall continue to be eligible for membership.
 (f)    An undergraduate or graduate student enrolled full time in an accredited community or four-year college or university.
 (g)   A person who is engaged in the business of providing consulting services primarily in the field of purchasing management and materials management on condition that such person does not solicit members of an Affiliated Association for consulting engagements.
 (h)   A person who has been a regular member for a period of ten (1 0) years or more, has retired from all regular employment and has been approved for this category of regular membership by a majority vote of the regular members of the Affiliated Association of which he/she has been a member. A person who meets this category of regular membership shall not be charged NAPM and Affiliated Association dues.
 SECTION 2. Dual Membership. Dual membership may be afforded to individuals who meet the same criteria as Regular Members. Dual Members may vote and hold office. Dual members shall hold regular membership in NAPM through one affiliated association.
 SECTION 3. Nonvoting Membership. The Association shall have the following nonvoting membership classes, which shall not represent regular membership in NAPM, nor entitle any member of such class neither to hold office in the Association nor to serve as Chair of the Association's Committees:
 (a)   Associate Members. A person who satisfies the eligibility standards of Article IV, Section 1 provided that at least one member of the same company holds a regular membership in the Association.
 (b)    Honorary Members. A person not qualified for regular membership but who has rendered distinguished or unusual services to the purchasing and materials management profession, and who has been elected to the class of membership by vote of the Board of Directors of the Association and by a vote of the regular members of the Association. Election to honorary membership shall be for such a period as the Association may designate, but the Board of Directors of the Association shall have the authority and duty to revoke the honorary membership of any individual whenever they shall determine that continuation of the honorary membership would be inconsistent with the policies and objectives of NAPM, or the Association.
 (c)    "Dues Free" Members:
 (1)    Honorary members as described in Section 3 (b) of this Article shall be exempt from payment of dues and fees.
 (2)    Regular members described in Section 1 (f) of this Article may receive all the benefits of membership in NAPM and this Association, and be exempted from payments of all dues and fees. The NAPM Board of Directors must approve these exemptions.
 SECTION 4. Sales Activity. The Affiliated Association may not admit to membership, or retain as a member, any person primarily engaged in the solicitation of orders, or who is in charge of, or who is primarily responsible for sales, even though such person may be otherwise eligible for membership; provided, however, that no person shall be ineligible by reason of incidentally disposing of scrap, surplus stock or equipment of the concern by which he or she is employed. For purposes of this Section 4, primarily shall mean a majority of a person's time.
 The eligibility of an editor, secretary or business manager employed by the Affiliated Association shall not be affected by reasons of sales activities directly related to any magazine, bulletin, or other publication, or any exhibit, product show or similar activity sponsored by such association.
 SECTION 5. Admission of Members. Admission of all applicants for membership in the Association shall be in accordance with the following procedures:
 (a)    Application for membership shall be submitted upon the application form and recommendation by the Membership Committee.
 (b)    Application shall then be submitted to the Board of Directors of this Association.
 (c)    Upon approval by the Board of Directors, applicant shall become a regular or associate member of the Association.
 (d)    The application shall be sent to NAPM, accompanied by the payment of such fees and dues as may be required.
 (e)    Membership is vested in the individual and is transferable if the dues are paid for by a corporate entity.
 SECTION S. Denial of Membership. The Association shall have the right to deny membership to any applicant who fails to satisfy the eligibility requirements for any class of membership provided; however, denial of membership shall occur only after the applicant has been advised of the proposed denial of membership and has been given the opportunity to submit proof in support of his or her eligibility for membership in the Association. An applicant denied membership in the Association shall be given written notice of such denial and shall be advised in writing that he or she may appeal the action taken by the Association to the District IV Council by filing a notice of intent to appeal to the District IV Council at least thirty (30) days prior to the next regularly scheduled meeting of the District IV Council. Upon receipt of a timely filed notice of appeal, the District IV Council shall consider the appeal and shall allow the applicant the opportunity to submit proof in support of the applicant's eligibility for membership in the Association. Except for rare and extraordinary circumstances, the decision of the District IV Council concerning denial of membership shall be final and binding and the denial will not be considered by the Board of Directors of NAPM.
 SECTION 7. Expulsion of Members. The Association shall have the right to expel a member of any classification from membership in the Association for nonpayment of dues or for violation of the provisions of these Bylaws, the NAPM Bylaws, the NAPM Policies, the NAPM Policy Manual for National Groups, the NAPM Standards of Conduct or such other statements of policy as may be adopted by the Association or the NAPM Board of Directors from time to time.
 Expulsion for any reason other than nonpayment of dues shall occur only after the member has been advised of the proposed expulsion and the reasons therefore and has been given an opportunity to submit proof in support of continued membership in the Association. A member expelled from membership in the Association shall be given written notice of such expulsion and shall be advised in writing that he or she may appeal the action taken by the Association to the District IV Council by filing a notice of intent to appeal to the District IV Council at least thirty (30) days prior to the next regularly scheduled meeting of the District IV Council.
   Upon receipt of a timely filed notice of appeal, the District IV Council shall consider the appeal and shall allow the expelled member the opportunity to submit proof in support of continued membership in the Association. The decision of the District IV Council concerning expulsion of a nonvoting member shall be final and binding and the NAPM Board of Directors will not consider the expulsion. Except for rare and extraordinary circumstances, the decision of the District IV Council concerning expulsion of a regular member will likewise be final and binding and the expulsion will not be considered by the NAPM Board of Directors.
 SECTION 8. Reinstatement. A former member of the Association, whether a resigned or expelled member desiring reinstatement of membership, may be reinstated as a member of the Association upon showing proof of eligibility and paying all current year's dues [and an administration fee or similar charge which may be imposed by the Association from time to time].
 The procedure for an appeal of an adverse determination to reinstate a former member shall be the same as provided in Section 6 of this Article, provided, however, an appeal to reinstate membership may not be taken in the same calendar year in which an appeal has been decided by the District IV Council concerning the expulsion of the same member seeking reinstatement.
 SECTION 9. Resignation. Any member of the Association may resign by filing a written resignation with the Association, but such resignation shall not release the member so resigning of the obligation to pay any dues, or other charges theretofore accrued but unpaid.
 SECTION 10. Transfer of Membership. Membership in the Association shall be vested in the individual member of the Association; however, regular membership may be transferred pursuant to the NAPM Policy Manual.
 

ARTICLE V
 GROUPS AND FORUMS
 SECTION 1. Purposes and Organization. Members of the Association having
 common interests as purchasing managers or materials managers in a particular industry or commercial activity, or common interests in a certain classification of commodities or materials, may organize a Group/Forum to promote the interchange of ideas and discussion of mutual problems. The Board of Directors of the Association may provide reasonable procedures and requirements for the formation, recognition, encouragement and operation of Groups/Forums which shall be organized an operated within the Association as a Committee of the Association.
  SECTION 2. Regular Members and Associates. The regular membership of any Group/Forum within the Association shall consist only of persons who are regular members of the Association. Any Group/Forum may have associate members who are not regular members of the Association, provided such associate members meet the eligibility standards set forth in Section 1 (a) of Article IV and provided, further, that at least one member of the same company holds a regular membership in the Association. Membership in the Association as a nonvoting member shall be required for election as an associate member of a Group/Forum and associate members of a Group/Forum shall not vote or hold office in the Group/Forum.
 
  ARTICLE VI
 DUES AND ADMINISTRATIVE CHARGES
 SECTION 1. Amount. The amount of annual dues for regular members and
 each class of nonvoting members of the Association shall be determined from time to time by the Board of Directors of the Association and a vote of the members of the Association. Annual dues for regular members of the Association shall include an amount equal to the annual dues in effect from time to time for membership in NAPM. The Association may deduct from payments to NAPM amounts equivalent to dues for regular members whose qualifications for membership are set forth in Section l(d) of Article IV on condition that the NAPM Board of Directors has waived all NAPM dues with respect to such members.
 SECTION 2. Notwithstanding the provisions of Section I of this Article, regular members employed by the same employer at any location within the United States (the "Employer") shall, if elected by the Employer by written notice to NAPM, be eligible for a discount against the amount of NAPM dues described in Section I of this Article and Affiliated Association dues in effect from time to time based upon the number of regular members employed by such Employer (the "Employer Discount"). The amount of the Employer Discount which shall initially be included in NAPM Policy (subject; however, to change by the Board of Directors as authorized in this Section 2) shall be as follows-.
 Number of                            Discount Against NAPM
 Regular Members               and Affiliated
 Employed by                        Association
 Employer                              Dues
 50-99                                    10%
 100-249                               20%
 250 and more                      30%
 The Board of Directors of NAPM shall be authorized to determine the amount of the Employer Discount described in this Section 2 by a vote of two-thirds (2/3) of all the members of the Board of Directors; provided, however, (i) the Board of Directors shall not vote upon any proposed change in the amount of the Employer Discount unless such proposal has been presented to and considered by the Board at the regularly scheduled meeting of the Board immediately preceding the regular meeting of the Board at which such proposal is voted upon by the Board; and (ii) a written notice of any change in the amount of the Employer Discount as authorized by this Section 2 shall be mailed to the NAPM members not less than ninety (90) days prior to the effective date of such change.
 SECTION 3. Payment. Dues for regular and nonvoting members in the Association shall be assessed on a calendar year basis and shall be payable in advance of or on January 15 of each year. Members elected to membership in the Association at any time during a calendar year shall be required to pay a full membership amount. Their first renewal invoice will be prorated based.
 SECTION 4. Nonpayment of Dues. A member of the Association whose dues are sixty (60) days in arrears may be expelled from membership in the Association and NAPM upon notice by the Association to such member, such expulsion to be effective upon the date of such notice. A member expelled from membership for nonpayment of dues may be reinstated upon full payment of all delinquent dues (plus payment of an administrative fee or similar other charge which may be required from time to time by
 the Association).
 SECTION 5. Schedule of Dues. The Association shall cause to be mailed to each member of the Association on or before December 1st of each year a schedule of annual dues payable for each category of membership as of January the next succeeding calendar year. (The mailing of the schedule of dues described in this Section shall not preclude the Association from causing a change in the amount of any dues set forth on such calendar year provided such change is made effective on or after the date such change in dues is approved by the Association in accordance with these Bylaws).
 

ARTICLE VII
 DIRECTOR FOR NATIONAL AFFAIRS
 SECTION 1. Director for National Affairs. The Association shall annually elect or appoint a Director for National Affairs who shall be a member of the Board of Directors and/or Executive Committee, or other governing body of the Association. The President of the Association may be designated to serve as the Director for National Affairs as well as President of the Association. The Director for National Affairs shall have the powers and duties set forth in this Article.
  SECTION 2. Qualifications. To be eligible for election or appointment to the office of Director for National Affairs, a candidate must have been a member of NAPM for not less than three (3) years and have served in at least one elective office of the Association; provided, however, that the foregoing requirements shall not apply to a Director for National Affairs if the Association has been affiliated with NAPM for less than four (4) years. In addition, a Director for National Affairs must be, at the time of election or appointment and throughout the term of such office, a regular member of the Association, and termination of such membership shall immediately disqualify the candidate or incumbent.
 SECTION 3. Election or Appointment. Directors for National Affairs shall be elected or appointed in accordance with the procedures set forth in Article VIII of these Bylaws. Upon election or appointment of a Director for National Affairs, the Association shall immediately notify the Executive Vice President of NAPM.
 SECTION 4. Alternates. In the event of the temporary inability of a Director for National Affairs to perform the duties of office, resulting from illness or any other cause, an alternate shall be immediately elected in accordance with Article IX hereof to
 perform the duties of the office until such time as the Director for National Affairs shall
 be able to resume these duties and the Association revokes the authority of the alternate. The member elected or appointed as an alternate shall possess the qualifications set forth in Section 2 of this Article, upon election or appointment, or upon revocation of the alternates authority, the Association shall immediately notify the Director of NAPM representing District IV and the Executive Vice President of NAPM.
 SECTION S. Vacancy. In the event of a vacancy in the office of any Director
 for National Affairs resulting from death, resignation, disqualification or permanent inability to serve, a successor shall be elected or appointed for the remaining term in accordance with Article IX hereof within thirty (30) days after the date the office is vacated. The successor elected to fill such vacancy shall possess the qualifications set forth in Section 2 of this Article. Upon election or appointment of such successor, the Association shall immediately notify the Director of NAPM representing District IV and the Executive Vice President of NAPM.
 SECTION 6. Duties. It shall be the duty of a Director for National Affairs to represent the members of the Association as a member of the District IV Council and also to represent members of the Association at all meetings of NAPM. A Director for National Affairs when assembled with other Directors for National Affairs at a District IV Council meeting or at a meeting of the NAPM membership shall act as the delegate for the members of the Association and shall have and may exercise all the powers, rights and privileges of the members of the Association, including without limitation to vote on all matters requiring the vote of NAPM membership as the delegate of the members of the Association in accordance with voting procedures and instructions as may be furnished by the Association. The Director for National Affairs shall inform the Director of NAPM representing District IV and other members of the District IV Council, concerning the membership, opinions, suggestions and recommendations of the Association. Within the Association, a Director for National Affairs shall represent NAPM and the District IV Council and shall report on current activities, programs, and policies of NAPM and District IV. The Director for National Affairs shall further report on such other subjects as may be required by the NAPM Director representing District IV and the District IV Council and shall perform such special duties as may be assigned to him or her by the District IV Council.
 

ARTICLE VIII
 BOARD OF DIRECTORS
 SECTION 1. Authority and Responsibility. The governing body of the
 Association shall be the Board of Directors. The Board of Directors shall have general charge, management, and control of the affairs, funds and properties of the Association and, subject to the provisions of these Bylaws and any contrary statement of policy enacted by vote of the members of the Association, shall have authority to take such action in matters of policy and procedure as, in its judgment, will best promote the interests and welfare of the Association, including authority to promulgate, amend or rescind in whole or in part all statements of Association policy as they may exist from time to time.
 SECTION 2. Membership. The Board of Directors shall consist of the Director of National Affairs, President, First Vice President, Second Vice President, Secretary, Treasurer and Vice President of Marketing.. All members of the Board of Directors must be regular members of NAPM Western Michigan, Inc. and NAPM.
 SECTION 3. Election. The Directors shall be elected by the regular members of the Association at their annual meeting in accordance with Article X hereof.
 SECTION 4. Term of Office. Directors shall be elected for a term of one (1) year.
 SECTION S. Vacancies. Mid-term vacancies occurring in any office shall be filled for the unexpired term through appointment by the President, with the approval of the Board of Directors, until the vacancy can be filled at the next election. In the event
 the office of the President, or the Vice President is vacated; it will be filled through succession as listed in Section 2 above.
 SECTION 6. Meetings. There will be approximately eight regular meetings per calendar year. Special meetings as well as regular meetings will be announced at least one week prior to the meeting. Notification will be either in writing or by phone if necessary. Special meetings may be called upon the written request of one regular members.
 SECTION 7. Authority to Act Without a Meeting. No action will be taken without a meeting.
 SECTION 8. Board Action by Conference Call. Any one or more members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar equipment which enable all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.
 SECTION 9. Quorum and Voting. A simple majority of the Board of Directors is required for a quorum and for any official vote.
 SECTION 10. Executive Committee. The Board of Directors may, if it so desires, elect from among its members an Executive Committee of three or more members; such Executive Committee shall act under the direction of, and all its acts shall be subject to review by, the Board of Directors.
 

 ARTICLE IX
 OFFICERS
 SECTION 1. Officers. The officers of the Association shall be the Director of National Affairs, President, First Vice President, Second Vice President, Secretary, Treasurer, and Vice President of Marketing.
 SECTION 2. Election. The officers shall be elected by the regular members of the Association in attendance at their annual meeting held in accordance with Article X hereof.
 SECTION 3. Duties of President. The President shall be Chief Executive Officer and Chairman of the Board of Directors, and shall exercise general supervision over the executive affairs of the Association. He or she shall preside at all meetings of the Association membership and of the Board of Directors and shall be a member, ex- officio, of all Association committees. The President shall have, in addition, the duties made incumbent upon the office by any other provision of these Bylaws and which may be assigned by the Board of Directors.
 In the event of a vacancy in the office of President resulting from death, resignation, disqualification or permanent inability to serve the Board of Directors shall promptly elect a successor from its own number for the remainder of the term.
 SECTION 4. Duties of Vice-President. The Vice President shall perform such duties as may be assigned from time to time by the President and the Board of Directors of the Association. In the event of the temporary inability of the President to perform the duties of his or her office resulting from illness, absence or any other cause, the Vice President shall perform all the duties of the office of President until such time as the incumbent is able to resume the duties of the office.
 SECTION 5. Duties of Secretary. The Secretary shall be responsible for the preparation of all minutes of meetings of the Board of Directors and members of the Association; the maintenance and safekeeping of all corporate and membership
 records of the Association; and the serving or publication of all notices required by law or these Bylaws concerning any meeting or any other matter applicable to the Association; and shall perform such other duties as may be assigned from time to time by the President and Board of Directors of the Association or which may be required by law.
 SECTION 6. Duties of Treasurer. The Treasurer shall have the custody of all Association funds and securities; shall maintain a full and accurate account of all receipts and disbursements in books belonging to the Association, shall deposit all Association funds in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors of the Association; shall disburse the funds of the Association by check countersigned by either the President or Vice President in accordance with instructions furnished by the Board of Directors of the Association; shall render to the Board of Directors and members of the Association upon request, but at least annually, an account of all his or her transactions and of the financial condition of the Association; and shall perform such other duties as may be assigned from time to time by the President and the Board of Directors of the Association or which may be required by law.
 

ARTICLE X
 MEETINGS OF THE ASSOCIATION MEMBERS
 SECTION 1. ANNUAL MEETING. The annual meeting of the Association membership shall be held in May of each year at such place and on such date as may be determined by the Board of Directors of the Association. Written notice thereof shall be given to all members at least 30 days prior thereto.
 SECTION 2. Special Meetings. Special meetings of the Association membership may be called by the Board of Directors or the members of the Association in accordance with the provisions set forth in the Non-Profit Corporation Act of the State of Michigan.
  SECTION 3. Quorum. At all annual or special meetings of the Association membership a quorum shall be the presence of those in attendance at such meeting of at least 25% of the total regular membership of the Association..
 SECTION 4. Voting. On all questions or issues presented for a vote at the annual meeting or any special meeting of the Association membership, each regular member whose dues are paid shall be entitled to cast one vote. Except as otherwise required by these Bylaws, all questions or issues presented to a vote of the Association membership shall be authorized by a simple majority of the votes cast at an annual or special meeting of the Association membership entitled to vote thereon (provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum required by Section 3 of this Article).
 SECTION 5. Action by Association Membership Without a Meeting. If permitted by local law and desired, see guidelines in Section 6 of Article XIII of the NAPM Bylaws.
 SECTION 6. Order of Business. At any meeting of the Association membership, the order of business shall be as stated on the agenda for the meeting furnished with the notice of such meeting required by this Article.
 SECTION 7. Parliamentary Rules. At all meetings of the Association, including the Board of Directors, Robert's Rules of Order will prevail when not in conflict with these Bylaws.
 

ARTICLE XI
 COMMITTEES
 SECTION 1. Standing Committees. The following standing committees shall be established within the Association:
 (a) Membership Activities Committee
 (b) Professional Development Activities Committee
 (c) Public Relations Committee
 (d) Nominating Committee
 (e) Global Resources Committee
 The following additional standing committees may be established:
 (a) Program Committee
 (b) Special Events Committee
 The Board of Directors of the Association shall authorize from time to time additional committee(s) as Standing Committee(s) whenever in the sole judgment such action is deemed necessary.
 SECTION 2. Special Committees. The President, with the approval of the Board of Directors of the Association, shall appoint such other special committees, subcommittees or task forces as may be deemed necessary and which are not in conflict with other provisions of these Bylaws. The duties of any such special committee shall be prescribed by the Board of Directors upon their appointment.
 SECTION 3. Nominating Committee. A committee of at least one member shall be appointed by the Board of Directors at least 60 days prior to the annual meeting in May of each year. Not more than one member(s) of this committee shall be a member of the Board of Directors. This committee shall present a proposed slate of candidates for all officers to the membership at the April meeting. The committee shall also be responsible for conducting the election procedures.
 The names of consenting nominees for the various offices shall be announced at the regular meeting preceding the Annual Meeting by the Chairman of the Nominating committee. He or she shall file a list of the nominees, certified by the Committee, with the Secretary immediately after such announcement. Any one or more members acting jointly, may present to the Secretary not later than 60 days prior to the Annual Meeting, the names of any candidates whom they wish to nominate, and the respective offices for which they are nominated. The Secretary shall announce such nomination(s) prior to the election.
 

ARTICLE XII
 FINANCES
 SECTION 1. Fiscal Year. The fiscal year of the Association shall begin on July 1st of each year and terminate on June 30th the same or following year.
 SECTION 2. Appropriations. Funds appropriated in the annual National Association of Purchasing Management-Saginaw Valley, Inc., budget shall be allocated to each funded activity. "Funded activities" are defined as those elements of the annual National Association of Purchasing Management-Saginaw Valley, Inc., budget for which there are anticipated expenses during the fiscal year such as membership dues to NAPM, meetings, workshops, office expenses, officers' and directors' expenses, and committee expenses. During the appropriation year, it shall be necessary for each funded activity to receive Board of Director's approval if it should become necessary to exceed its allocated amount in the annual budget.
 

ARTICLE XIII
 DISSOLUTION
 SECTION 1. Dissolution. The Association may be dissolved upon adoption of
 a plan of dissolution and distribution of assets adopted by the Board of Directors and approved by the regular members of the Association in accordance with the Non-Profit Corporation Act of the State of Michigan, as amended from time to time.
 SECTION 2. Dedication of Funds. The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Association. [On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified organizations engaged in the promotion or education of the purchasing and materials management profession to be selected by the Board of Directors and regular members of the Association.]
 

ARTICLE XIV
 CHAPTERS
 SECTION 1. Location. The Association may establish chapters for members who are located in geographical areas distant from the designated meeting place for regular meetings.
 SECTION 2. Approval. The Board of Directors determines the need, the organizational structure, and approves the operating procedures for chapters within the guidelines of these Bylaws.
    
 ARTICLE XV
 INDEMNIFICATION
 SECTION 1. Litigation. This Association shall indemnify any director or officer, made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of this Association served in any capacity at the request of this Association, by reason of the fact that he or she, his or her testator or intestate, was a director or officer of this Association or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein; provided, however, that no indemnification shall be made to or on behalf of any director or officer if a judgment or adjudication adverse to the director or officer establishes that his or her act was committed in bad faith or the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage in which he or she is not legally entitled.
 SECTION 2. Authorization. Any indemnification made pursuant to Section I of Article XV hereof, shall be made by this Association; if authorized in one of the following ways:
 (a)    By the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has not violated the standard of conduct as set forth in Section I of Article XV hereof;
 or
 (b)    If a quorum under subparagraph (a) above is not obtainable or even if obtainable, a quorum of disinterested directors so directs:
 (1)    by the Board upon the opinion in writing of independent legal counsel that indemnification is proper under the circumstances because the standard of conduct set forth in Section 1 of Article XV has not been violated by such director or officer, or
 (2)    by the members upon a finding that the director or officer has not violated the standard of conduct set forth in Section I of Article XV.
  
  
 SECTION 3. Expenses Incurred. The Association shall pay expenses incurred in defending a civil or criminal action or proceeding in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts as, and to the extent, the person receiving such advancement or allowance is ultimately found, not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced by this Association exceed the indemnification to which he or she is entitled. If any action with respect to indemnification of directors and officers is taken, then this Association shall, not later than the next Annual Meeting, unless such meeting is held within three (3) months from the date of such action and, in any event within fifteen (15) months from the date of such action, mail to its members of record at the time entitled to vote for the election of directors a statement specifying the action taken.
 SECTION 4. Personal Liability. The directors of this incorporated Association shall not be personally liable to the Association or its members for damages for any breach of duty in his or her capacity as such: provided, however, that this provision shall not limit or eliminate the liability of any director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation or law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that his or her acts violated section 719 of the Not-For-Profit Corporation Law (or appropriate section of applicable law in your state) or for any act or omission which occurred prior to the adoption of this provision.
 

ARTICLE XVI
 AMENDMENTS
 These Bylaws may be amended at a regular meeting of the Association by a vote of two-thirds (2/3) of the [regular] members present and voting, such amendment(s) having been proposed in writing and read at the previous regular meeting.
 End of Document
  
 Updated 9/27/99