"Your NEC connection to Voice, Video and Data Solutions"
BY-LAWS
ARTICLE I - DEFINITIONS. For the sake of these by-laws, the following terms are hereby defined:
DEALER. A
Dealer is an established company with a valid NEC Associate Agreement with NEC
Unified Solutions, Inc., or NEC Canada, Inc. to sell some or all of the NEC
product line of business telephone systems.
All Dealers are members of the association known as NETWORK EQUIPMENT
& COMMUNICATIONS SYSTEMS INTEGRATORS, NFP, hereinafter referred to as
“NECSI”.
NEC. NEC represents NEC Unified Solutions,
Inc., and/or NEC Canada, Inc., hereinafter referred to
as “NEC”.
GENERAL MEMBER. A General Member is defined as any Authorized NEC Associate that is in good standing and whose Associate Contract with NEC remains in force. A General Member is not required to pay dues and may receive limited membership benefits from NECSI. General Members are not included in certain Association Directories and are not included in the Multi-location Agreement. General Members are non-voting Members and thus, may not serve as Board Members of the Association. They may participate and benefit from other programs that are designated by the Board of Directors. The determination of these benefits and/or their restriction shall be determined by the Board of Directors and may be changed at any time without notice.
PREMIER MEMBER. A Premier Member is also required to be an NEC Associate in good standing and whose Associate Contract with NEC remains in force. Dues paying Premier Members must keep their membership in force by remitting payment by required deadlines. In return, they will receive all the benefits and services offered by the Association. Premier Members may participate in any program offered by NECSI and have voting rights as described in ARTICLE V11. Premier Members may also serve on the Board of Directors. The benefits provided to Premier Members are determined by the Board of Directors and may be altered or changed at any time without notice.
DEALER COUNCIL. The Dealer Council is a 9-member council of NEC Dealers that is elected to represent all of the independent NEC Associates that purchase products directly from NEC. These NEC Dealer Council members also serve as the elected Board of Directors of NECSI.
ARTICLE
II - PURPOSE. The purpose
of the organization is to: (a) provide a not-for-profit organization dedicated
to representing Dealers with NEC, (b) provide a means of communication among
NEC Associates, and (c) provide a means for NEC to communicate and obtain
feedback from the Dealers. NECSI is a not-for-profit organization organized
under the laws of Illinois. In the event of the Dissolution of the
Organization, it shall be the Board of Directors responsibility to insure that
all debts are paid and proper filings are made to cease the Organization's
business activities. This will include all State and Federal Tax Filings
and License Notifications. All Members, Vendors and
Advertisers will be notified either by mail or electronically of the cessation
of the Organization's
business. Any remaining funds, after all expenses have been paid,
shall be equally distributed amongst the current paid Premier Members.
This distribution will be made only when it has been determined that all debts
have been satisfied and all notifications have been completed.
ARTICLE III - DEALER MEMBERSHIP.
1. Any Dealer with a current valid NEC Associate Agreement that buys directly from NEC and that sells products directly to end users (and not other dealers) is a Member.
2. The rights of Premier Members are subject to payment of annual dues and any special assessments for Premier Members, as provided for in Article V of the By-Laws.
3. Any Premier Membership may be suspended by action of the Board of Directors if the Member has not paid their annual dues or special assessments, but shall automatically be restored upon payment. Membership rights may be terminated by the Board of Directors should a member fail to comply with: (a) generally accepted industry practices for quality of service, (b) refusal to abide by the terms and conditions of the current Multi-Location Agreement, or (c) unethical business practices. A decision for a Grievance Settlement by the Board that is refused by a Member shall also be cause for removal of that Associate as a Member, with no refund of dues or assessments. Should NEC or the Associate terminate their NEC Associate Agreement, that Member shall automatically be suspended from NECSI.
4. Members are bound by the current NECSI Multi-Location Agreement or whatever agreement the two parties shall mutually agree to in writing.
ARTICLE IV – BUSINESS
PARTNERS. A Partnership
Agreement is available to those Manufacturers and Distributors of Products and
Services that are approved by the Board of Directors. The Partnership Agreement will provide for
Advertising in the NECSI Crosstalk magazine, Trade Show Participation (if
available) and other Services offered by NECSI.
This Agreement may be changed at the discretion of the Board of
Directors and the Rates or Fees for any Services may be subject to change at
any time. Fees shall be established and posted on the NECSI web site. Business
Partners are not endorsed in any way, but are assisted in working with our
members to inform them of the products and services available.
ARTICLE V - PREMIER MEMBERSHIP DUES. The Board of Directors shall set annual Premier Membership dues each year. Annual dues shall cover the Jan. 1 to Dec. 31st calendar year. Dues must be paid prior to February 1st.
ARTICLE VI - ANNUAL MEETING. The annual meeting shall be held at a time and place selected by the Board of Directors, but generally to coincide with a major NEC dealer meeting, such as Advantage, or a national industry convention or by electronic means. All members shall receive a 60 day written notice prior to the meeting, delivered via email to the contact listed on the NECSI website (www.nec-si.com). The agenda shall be posted on the website at least 30 days prior to the meeting. A majority of the Board and 25% of the Premier Membership shall constitute a Quorum at the Annual Meeting. Should a meeting not be held or a quorum of the Premier Membership or a Majority of the Board be unable to attend the Annual Meeting, the Board of Directors may call for an Electronic Vote of the Premier Membership on By-Law changes.
ARTICLE VII - BOARD OF DIRECTORS.
1. The affairs of NECSI shall be managed by a Board of Directors.
2. Members of the Board of Directors shall be elected for a three-year term on an at large basis, with 9 members elected in the U.S. and Canada. An election shall be held each year with three vacancies. Newly elected Directors may be invited to attend any meetings during the last quarter of the year as a non-voting member. Terms shall begin Jan. 1 of each year. Each Premier Member company in good standing shall vote for all open Director positions. Votes shall be counted by total votes cast, that is, if you only vote for one person, they get one vote, not multiple votes. The candidates with the most votes shall be declared elected. In the event of a tie, a run-off election shall be held to break the tie. Only Premier Members may cast votes or serve on the Board of Directors.
3. Vacancies in the Board of Directors shall be filled by appointment by the President with approval of a majority of the Board of Directors, any such appointed director to hold office until the next annual election when the seat shall be open for re-election to fill the balance of the remaining term. In the event of a vacancy by the President, the board shall first elect a new president.
4. a. A Premier
Member company shall be a NECSI member in good standing prior to the election.
b. An individual running in the election shall be a substantial owner (at least
25%) in a small to medium sized company (revenues under $5,000,000 per year) or
in the case of a larger company, either an Officer or substantial owner and
must be the person in charge of NEC product sales or operations.
c. Only one person per Premier Member company can hold
office on the Board of Directors at a given time.
d. An individual running from a Premier Member company will be eligible to run
only if the NEC product line represents over 50% of that company's telecom
equipment revenue purchased as an NEC Associate.
e. Must have an email address and Internet access at the office.
f. Must be able to attend 4-6 meetings per year (reasonable expenses paid), participate
in monthly Conference Calls of the Board of Directors and be involved in
ongoing committee work.
g. A Council member who fails to participate in
meetings without a valid excuse, fails to respond to correspondence and
discussion via email or other, or in the opinion of the other council members,
fails to abide by the policies of NECSI, can be removed by the Council with a
two-thirds vote.
5. The Board of Directors shall have the power by majority vote to:
a. Call a special meeting of the Board or a full meeting of the membership
whenever it deems necessary and it shall call a meeting at any time upon
written request of one-fourth of the Premier Members.
b. Appoint, remove, and fix compensation and duties of all officers, agents,
and employees of the organization.
c. Establish, levy and assess annual dues referred to in Article V of these
by-laws.
d. Adopt policies and publish rules and regulations regarding the operations of
the Organization and its members.
e. Exercise for the Organization all powers, duties and authority vested in or
delegated to this Organization.
f. To call for an Electronic Vote in the event a Quorum of the Premier
Membership or a Majority of the Board of Directors is not present at the Annual
Meeting.
6. It shall be the duty of the Board of Directors to:
a. Keep a complete record of all its acts and affairs and to present a
statement thereof to the members at the annual meeting, or when such is
requested in writing by one-fourth of the Premier Members.
b. Supervise all officers, agents and employees of this Organization, and to
see that their duties are properly performed.
c. It is the responsibility of all Board Members and Officers of
the Organization to insure that all expenses are recorded and allocated
properly, insuring that no misuse of the Organizations funds occur. No
Member, Board Member or Officer shall receive any unjustified reimbursement or
any form of enrichment from the Organizations’ funds. It is the
responsibility of the Board of Directors and Officer to provide proper oversight
of all distributions and reimbursements.
ARTICLE VIII - OFFICERS
1. The officers shall be a President, Vice-President, Secretary, and Treasurer. All officers must be members of the Board of Directors.
2. The officers shall be chosen at the last meeting of the Board of Directors in the calendar year by a majority vote of the directors present or voting by proxy. The officers shall take office effective Jan. 1 of the following year.
3. All officers shall hold office at the pleasure of the Board of Directors and may be removed from office with a majority vote.
4. The President shall:
(a) Preside at meetings of the Board of Directors,
(b) preside at the annual meeting of the Organization, and
(c) provide the main contact with NEC in the business of the Organization.
5. The Vice-President shall assist the president and assume those duties in the event that the President is unable to do so.
6. The Secretary is charged with:
(a) keeping minutes of the meetings of the Board of Directors and the annual
meeting and distributing same as directed, including posting on the NECSI web
site for members to see.
(b) Disseminating information as directed by the Board of Directors,
(c) making arrangements for the annual meeting and meetings of the Board of
Directors as directed by the President.
7. The Treasurer is charged with:
(a) collecting annual dues as directed by the Board of Directors.
(b) Making payments as approved by the Board of Directors for the expenses
incurred by the Organization.
(c) Preparing the annual budget for the Board.
(d) Filing necessary legal documents, such as tax returns.
(e) Review all expense reports by Board or committee members prior to payment
and submits these to the Board for final approval.
8. Immediate Past President. The Immediate Past President may be appointed by the Board of Directors to the Current Board as a non-voting member for the following year in the event he/she is not re-elected.
ARTICLE IX - DIRECTORS' MEETINGS.
1. Meetings of the Board of Directors shall be called by the President or
the Secretary. Each member shall be notified in sufficient time to make
arrangements to attend, either in person or by electronic means.
2. Policies adopted by the Board of Directors shall be made by majority rule.
3. A quorum of the Board of Directors meeting shall be
a majority of the members present, either in person or by electronic means.
4. Members of the Board of Directors may be reimbursed for expenses incurred in
attending a meeting of the Board of Directors, as determined by Board Policy,
which shall be published on the web site.
5. The Board shall approve any non-routine or extra-ordinary expenses.
6. The Board of Directors may call for an Electronic vote of the Premier
Membership as necessary, including a Vote to Amend the By-Laws, as they deem
necessary.
ARTICLE X - AMENDMENTS.
1. These by-laws may be amended at any regular or special meeting of the Premier Members, by a majority vote of those members present or submitting a written Proxy. The secretary shall notify all of the members in writing via email and post any proposed changes to the by-laws on the NECSI website Members Only Area in a prominent place at least 30 days prior to any meeting where a vote will be taken. Any proposed amendments to the by-laws shall permit and allow a proxy vote in writing via fax or email on the proposed amendment.
ARTICLE XI - ORDER OF BUSINESS OF THE ANNUAL MEETING
Call to order - President
Roll Call - Introductions - President
Proof of Notice of Meeting - Secretary
Reading and Disposal of Unapproved Minutes - Secretary
President's Report
Treasurer's Report
Adoption of the annual budget
Committee Reports
Unfinished Business
New Business
Adjournment
ARTICLE XII - PROXY VOTING FOR BOARD MEETINGS OR MEMBERSHIP MEETINGS. A Premier Member in good standing may vote either in person or by proxy. All proxies shall be submitted in writing via email and sent to the secretary prior to the meeting. A proxy vote may be on an individual item of business scheduled to be voted on at a meeting or a full proxy giving another Premier Member the authority to vote on a Premier Member's behalf.
(Adopted Nov. 13, 1991, amended Sept. 19, 1993, amended Oct. 3, 1994, Amended March 5, 1997, Amended March 4, 1998, Amended April 14, 2005, Amended July 26, 2007)