Below is the official Internet Merchants Association By-Laws as approved by general membership on November 11, 2006 and amended by the board of directors June 29, 2009.
ARTICLE I –NAME and OFFICE
A. Name: The name of this non-profit (not for profit) corporation shall be the “Internet Merchants Association”, (the “association”) Inc. The official acronym shall be "IMA".
B. Registered Office and Registered Agent
The Association shall have and continuously maintain in the State of Florida a registered office and a registered agent whose office is identical with such registered office, as required by the FLORIDA Non-Profit Corporation Act. The registered office may be, but need not be changed from time to time by the Board of Directors.
C. The organization may, at its pleasure by a vote of the membership body, change its name.
ARTICLE II - PURPOSES
The Association’s purpose is to foster a wider understanding and appreciation of internet commerce, specifically regarding selling on the internet. This will be accomplished by providing education, information, organization, technical assistance, and publications relating to internet commerce.
More specifically, we propose principally to offer such services as newsletters, technical bulletins, conferences, audio/video programs, computer software, seminars, shows, and exhibits, but may also conduct studies, undertake research, and carry out education and disseminate programs on internet commerce or offer scholarships or stipends toward that end.
In addition, the purposes and activities as set forth in Article II of the Articles of Incorporation of the Association are incorporated herein by reference. Further, the Association is organized exclusively for educational purposes within the meaning of section 501(c) (6) of the Internal Revenue Code. If the Internal Revenue Service discontinues or disallows a section 501 (c) (6) status for the association, then the association will continue as a non profit trade association in a form acceptable to the board at that time.
No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its Members, Directors, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered.
Notwithstanding any other provisions of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income tax under section 501(c) (6) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended, or (b) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE III - MEMBERSHIP
Section 1: Eligibility: The IMA is open to all companies who are selling or have an interest in selling products or services via the internet. The IMA board of directors reserves rights to deny membership to anyone without cause, and also cancel membership of any member or company with or without cause. Any current member whose membership is cancelled, the only requirement that has to be met by the association is the refund of member’s dues on a pro-rated basis.
A. Membership: One class of memberships will be available, however within that class of membership there will be two sub classes: (i) voting members and (ii) Non voting members. The designation and qualification for each class are as follows:
(i) Voting Members: There will be only one primary member assigned to each company joining IMA and the primary or voting member is to be determined by each respective company. All remaining members of IMA within the same company other then the primary member will be classified in section (ii) as a non voting member. All primary Members shall have full voting rights on all matters requiring a vote of the general Membership. Only one member of a selling company or organization will have voting rights in cases where two or more user IDs have access to the forums or are on the membership roster. The same holds true for members who have multiple companies or have an equity stakes of at least 10% in another IMA member company.
(ii) Non Voting Members: Any member of IMA who was not a primary member as described in section (i) above will be assigned into the class of membership as a non voting member. There is currently no limit on non voting members within each company.
B. Commencement and Continuation of Membership: Currently there are membership dues to become a member within IMA, the dues are as follows:
Dues are annually based on each member company’s respective anniversary date.
Bronze Membership - $99.00
* Access to the IMA forums with 2 member user ids, where you can network with other online merchants
* Special discounted IMA conference attendee rates for up to two members
* Access to free ecommerce webinars provided by Gold, Platinum and Diamond members
* Use of the IMA logo on your website and eBay listings, with a link to verify you are a member in good standing of the IMA
* Access to the Silver, Gold, Platinum and Diamond members’ dedicated forums where you can be the first to learn of new programs and upcoming events as well as ask questions about these members’ programs and services
* Free IMA email newsletter containing educational articles to help you grow your online business
*The opportunity to volunteer on an IMA committee and give back to the ecommerce community
Silver Membership - $299.00
* Access to the IMA forums with 2 member user ids
* Special discounted IMA conference attendee rate for up to two members
* All other Bronze Membership benefits as well as the following:
* Dedicated company forum within the general forum used to effectively reach out to the IMA members
* Ability to host two business webinars to all IMA members
* Opportunity to guest write on IMA blog two times
* Opportunity to write two business articles for IMA Newsletter
* Mention in two IMA press releases throughout the annual year
* Company Logo image and description on IMA partner’s page
* Company name on the IMA Members Private Forum page
Gold Membership - $995.00
* Access to the IMA forums with 10 member user ids
* All other Bronze Membership benefits as well as the following:
* Dedicated company forum within the general forum used to effectively reach out to IMA members
* Ability to host two business webinars to all IMA members
* Opportunity to guest write on IMA blog two times
* Opportunity to write two business articles for IMA Newsletter
* Mention in two IMA press releases throughout the annual year
* Company Logo image and description on IMA partner’s page
* Company name on the IMA Members Private Forum page
Spring March Conference 2010:
* Includes one member company conference registration – 9 Additional discounted registrations available
* Company display tabletop booth at conference
* One entrance into the IMA networking suite each evening of the conference
* Hosting of a roundtable discussion table - one session each day at the conference
* 75-word company description and logo listed on the conference program
* 10% discount on ala carte sponsorship add-ons
Platinum Membership = $1995.00
* Access to the IMA forums for unlimited company employees
* All other Bronze Membership benefits as well as the following:
* Dedicated company forum within the general forum used to effectively reach out to IMA members
* Ability to host four business webinars to all IMA members
* Opportunity to guest write on IMA blog four times
* Opportunity to write four business articles for IMA Newsletter
* Mention in four IMA press releases throughout the annual year
* Company Logo image and description on IMA partner’s page
* Company name on the IMA Members Private Forum page
* Opportunity to speak at the ASD/AMD August 2009 or March 2010 show. The topic is to be educational to the attendees and will be decided by the IMA
Spring March IMA Conference 2010:
* Includes four member company conference registrations - Additional discounted registrations available
* Opportunity to speak at conference – The topic is to be educational to the attendees and will be decided by the IMA
* 1/2-page (B&W) advertisement in the conference program
* Company logo on promotional printed and electronic mailings
* Web site link to your company’s URL during the conference, 3 days prior and after
* Company display tabletop booth at conference
* 4 Entrances into the IMA networking suite each evening of the conference
* Hosting of a roundtable discussion table - one session each day at conference
* 75-word company description and logo listed on the conference program
* 20% discount on ala carte sponsorship add-ons
Diamond Membership = $3995.00
* Access to the IMA forums for unlimited company employees
* All other Bronze Membership benefits as well as the following:
* Dedicated company forum within the general forum used to effectively reach out to IMA members
* Opportunity to guest write on IMA blog six times
* Opportunity to host six business webinars
* Opportunity to write six business articles for IMA Newsletter
* Mention in six IMA press releases throughout the annual year
* Company Logo image and description on IMA partner’s page
* Company name on the IMA Members Private Forum page
* Opportunity to speak at the ASD/AMD August 2009 and March 2010 show. The topic is to be educational to the attendees and will be decided by the IMA
* Company logo on all electronic & print mailings
Spring March IMA Conference 2010:
* Includes six member company registrations - Additional discounted registrations available
* Opportunity to speak at IMA conference. The topic is to be educational to the attendees and will be decided by the IMA
* Full-page (B&W) advertisement in conference program provided by company
* Company logo on promotional printed and electronic mailings
* Web site link to your company’s URL during the conference, 3 days prior and after
* Email company advertisement sent to pre-registered attendees
* Company signage in conference room - all costs are responsible of the member
* Promotional item or flyer in the IMA conference bag supplied by member
* Company display tabletop booth at conference
* 6 Entrances into the IMA networking suite each evening of the conference
* Hosting of a roundtable discussion table - two sessions each day at conference
* 75-word company description and logo listed on conference program
* 25% discount on ala carte sponsorship add-ons
C. Transfer of Membership
Membership in the Association is not transferable or assignable.
D. Cancellation of Membership
A member may request to cancel their membership at any time, however dues are non refundable after 3 days.
ARTICLE IV – MEETINGS OF THE GENERAL MEMBERSHIP
A. Annual Meeting
An annual meeting of the members may be held once each year at a pre-announced time and location, preferably in conjunction with the IMA conference in February/March. Nothing shall prevent additional conferences or meetings to be held for benefit of the members.
B. Special Meetings
Special meetings of the members may be called by a majority vote of the Board of Directors or not less than five percent (5%) of the general members of the Association having voting rights. Any special meetings must be announced giving a minimum of ten (10) days notice to all membership and state the purpose for the special meeting.
C. Place of Meeting
The Board of Directors may designate any place, either within or without the State of FLORIDA , as the place of meeting for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the State of FLORIDA; but if fifty percent (50%) of the voting members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without cause or notice, and at such meeting, any corporate action may be taken.
Any meeting of the general membership MUST take place in person in a live brick and mortar venue. Such meeting CAN NOT take place over the internet, via phone or via any other transmission. All members at the meeting must hand sign in using an ink pen with their full name, address and phone number and other contact information so designated.
In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation by delivery to its principal office in Florida.
Written consent shall not be effective to take the corporate action referred to in the consent unless the consent is signed by members having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section.
D. Quorum
Five percent (5%) of the voting membership shall constitute a quorum at a general membership meeting. If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting without further notice.
E. Proxies
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
ARTICLE V – BOARD OF DIRECTORS
A. General Powers
The property, affairs, activities and concerns of the Association shall be vested in a Board of Directors – individually referred to herein as “Director” and collectively referred to herein as the “Board”. The Board shall be charged with the responsibility of the operation of the Association and the prudent conduct of its business consistent with these bylaws and the laws of the State of FLORIDA.
(i) Initial Board Members: The initial board seats will be seven (7). Any selling member as of November 10, 2006 is eligible to occupy one of the initial board seats. A special elections committee will be set up consisting of 5 members to set up the nomination and election process. The initial board of directors will be a temporary seat unit such time the first meeting of the association takes place, which at this time is anticipated to be at ebay Live 2007. The qualifications set forth in ARTICLE V CHAPTER S of this document will be waived during this process.
B. Number
The Board of Directors will consist of seven (7) persons until such time membership reaches 401 members. Membership at 401 will trigger an automatic increase in the size of the Board of Directors to nine (9).
C. Tenure
In the first election to replace to initial board seats the terms will be staggered. If there are 7 seats open for election the 4 candidates with the highest vote count with serve for 2 years terms and the remaining 3 candidates will serve 1 year terms. If there are 9 seats open for election the 3 candidates with the highest vote count with serve for 3 years terms, the next 3 highest will serve 2 years terms and the remaining 3 candidates will serve 1 year terms. In each subsequent election, the candidates receiving the most votes by those casting ballots will serve for two years.
D. Successive Terms of Service
A Director may not serve more than two successive terms as a Director without at least one year intervening before being eligible to run again for office.
E. Newly Created Board Positions
Should the Board of Directors elect to increase the Board’s size, vacancies resulting there from must be filled through the standard election process; these new positions may not be filled summarily through Board appointment.
(i) Initial Board Members: The initial board seats will be seven (7).
F. Unexpected Board Vacancies
Whenever any vacancy occurs on the Board of Directors by death, resignation or otherwise, that vacancy shall be filled without undue delay by a majority vote of the remaining Board at a Regular Board Meeting or at a Special Board Meeting called for that purpose. The Board may elect to fill such a vacancy with a candidate from the most recent board election. A Director appointed to fill a vacancy shall begin service immediately and hold office for the unexpired term of the predecessor. This term will be considered the appointee’s first term.
G. Conflict of Interest: No Director or candidate for election as a Director shall be a sitting board member, or actively involved in decision making or running of on any organization or any similar trade association that represents internet sellers in any shape or form without express written consent from the current IMA board. All member companies including subsidiaries of a member company are limited to 1 active board seat. A board seat can be occupied by either the voting member or a non voting member. Any Director found to have a conflict of interest will be removed from his position.
SECTION 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest application to nonprofit and charitable organizations.
SECTION 2. Definitions.
2.1 Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2.2 Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the Organization has a transaction or arrangement, (b) A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or (b) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3.2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
SECTION 3. Procedures.
3.1 Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
3.2 Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3.3 Procedures for Addressing the Conflict of Interest.
(a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
(b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
(c) After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
(d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
3.4 Violations of the Conflicts of Interest Policy.
(a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
(b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
SECTION 4. Records of the Proceedings. The minutes of the governing board and all committees with board delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest is present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact exists. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
SECTION 5. Compensation.
5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the Organization is precluded from voting on matters pertaining to that member’s compensation.
5.2 A voting member of any committee who jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
5.3 No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
5.4 The majority of our Board of Directors will be non-salaried and will not be related to salaried personnel or to parties providing services. In addition, all compensation decisions will be made by the Board of Directors.
5.5 Further, all compensation paid will be reasonable and will be based on the following factors: (a) the type and amount and type of compensation received by others in similar positions, (b) the compensation levels paid in our particular geographic community, (c) the amount of time the individual is spending in their position, (d) the expertise and other pertinent background of the individual, (e) the size and complexity of our organization, and (f) the need of our organization for the services of the particular individual
SECTION 6. Annual Statements. Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: (a) has received a copy of the conflicts of interest policy, (b) has read and understands the policy, has agreed to comply with the policy, and (d) understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
SECTION 7. Periodic Reviews. To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, period reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining; and (b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
SECTION 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the Organization may, but need not, use outside advisors. If outside experts are used, their use4 shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
H. Removal of Directors
Any Director may be removed for cause by majority vote of the Directors then in office at a Regular Board Meeting or at a Special Board Meeting called for that purpose. Any Director can also be removed during a Special meeting as referred to in Article IV, Section B by a 2/3 majority vote of general membership.
I. Resignation
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
J. Quorum
The Directors holding a majority of the votes, which may be cast by the full Board, shall constitute a quorum at any Board meeting. In the absence of the President and Vice President, the quorum present may choose a chairman for the meeting. If a quorum does not exist, a majority of the Directors present may adjourn the meeting.
K. Manner of Acting
A vote representing a majority of the votes, which may be cast by the full Board, shall be the act of the Board.
L. Presumption of Assent
A member of the Board of Directors who is present at a meeting of the Board when action on any corporate matter is taken shall be presumed to have assented to the action unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file a written dissent to such action with the person acting as Secretary of the meeting before adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
M. Compensation
No compensation shall be paid to Directors of the Board for their services. Director expenses directly attributable to performing the duties of the Director will be reimbursable.
N. Committees
The Board, by majority vote, may designate such committees it may deem necessary and appropriate. Each committee shall serve at the pleasure of the Board. A committee will contain at least three (3) persons. All committees shall have at least one Director as a liaison to the board and the following Committees are permitted to have a Director as chair although not required: Membership, Events, Communication/Marketing, Finance, Moderation, and Technology.
The President will appoint all chairmen except the Executive chair, the Elections chair, and the Ethics chair. The remaining persons serving on the committee may be Directors, Members, or if deemed appropriate, from the community at large and will be chosen by the committee chairman. The committee chairman is responsible for preparing an agenda for each meeting and preparing reports to the Board.
Ethics Committee: The President will assign one Director as liaison to the ethics committee. The Director will form a committee from the Membership and fill any vacancies as they occur. The Director will not be a member of the committee, but will act as a liaison between the committee and the Board. The Director will not have voting rights nor be considered part of a quorum of that committee. The committee will assign its own chairman.
Executive Committee: see Article VI, section I.
Nominating Committee: see Article V, section R, subsection II.
Standing Committees: The standing committees are By-laws & Policy, Chapters & Membership, Events, Sponsorship, Ethics, Finance & Budget, Internet, Legal, Nominating & Elections, Publications & Marketing. A member of such committee shall hold office until the appointment of his/her successor.
Special Committees: The President may appoint a chair, at any time, to form a committee to address any subject for which there is no standing committee. These special committees may be ad hoc, that is, for a short duration to complete a specific task, or may be more permanent in nature.
Sub-Committees: If the chair of any Standing or Special Committee desires to create a subcommittee to further the mission of such Standing or Special Committee, then that chair shall appoint the members and the chair of the sub-committee and it shall serve at the pleasure of the Standing or Special Committee.
Committee Quorum: The majority of any committee of the Association shall constitute a quorum.
Committee Vacancies: The various committee chairmen excluding the ethics and nominating chairs shall have the power to fill vacancies in their committees.
Removal of committee chairs: The Board, by majority vote, may remove any standing or special committee chair and direct the President to appoint another.
O. Proposals from the General Membership
Any general member of the Association may offer a proposal for consideration by the Board. Proposals shall be submitted in writing to the President. The President shall either refer the proposal to an appropriate committee for consideration and recommendation or place it on the agenda of the next scheduled meeting of the Board.
P. Duties of Directors
The Board of Directors shall:
1. Hold meetings at such times and places as it chooses.
2. Print and circulate documents and publish any other publications supporting the purposes and objectives of the Association.
3. Communicate with other organizations interested in any aspect of internet selling.
4. Employ agents.
5. Devise and execute such other measures as it deems proper to promote the objectives of the Association and to best protect the interest and welfare of the Association and its Members.
6. Have a working knowledge and understanding of the By-laws of the Association and the Policies and Procedures of the Association and carry out their duties in an ethical manner.
Q. Meetings of the Board of Directors
1. Regular Board Meetings shall be held at least once each year. Notice of the meeting and the agenda thereof shall be sent to each Director at least ten (10) days prior to said meeting.
2. The President may, when he/she deems necessary, or the Secretary shall, at the request in writing of a majority of Directors of the Board, issue a call for a Special Board Meeting. The call for a special board meeting must be at least 24 hours prior to the appointed meeting time.
3. The Board shall have the option of meeting by phone or other electronic device deemed appropriate in order to conduct Special Board Meetings.
R. Absence
Should a Director be unable or unwilling to attend a Regular or Special Meeting of the Board, he/she shall communicate to the President or Secretary the reason for such absence. Should a Director be absent from three (3) consecutive Meetings, the Board may review the reasons for absence and, if deemed unacceptable, the Board may declare the seat vacant by majority vote of the Board.
S. Board Elections
I. Qualifications of Candidates
A. Must be a member in good standing for the past 1 year.
B. Must be approved by the elections committee.
C. Disapproval should only be for valid reasons including but not limited to conflicts of interest, running for self interest, not fully committed to the goals and objectives of the association as contained within the by-laws.
D. Candidates disapproved must be forwarded to the board liaison as to reasoning why.
II. Responsibilities of the Elections Committee
A. Accept nominations for candidates.
B. Seek out and encourage qualified candidates who would not otherwise run.
C. The committee may at its own discretion interview and/or review all candidates including any incumbents to:
1. Insure that all nominees are dedicated and have the time required to fulfill the duties to providing education, information and organization to those interested in internet commerce
2. Be alert for candidates interested in a board position solely for personal
self-interest.
III. Candidate Application Procedures
A. Prepare a statement of intent, including qualifications and reasons for applying and provide same to the elections committee as per terms set forth by the elections committee.
IV. Election Schedule
A. Statements of intent and letters of recommendation mailed or emailed to Chair of IMA Elections Committee.
B. A statement from each candidate will be posted in the IMA Forum.
C. Elections will be always be held annually and live at the association’s annual meeting or in cases of a special election they will be held at the discretion of the election committee.
1. The Elections committee shall meet and agree on elections procedures for any upcoming elections, and provide notice to all members via the IMA forum and email on the elections guidelines.
2. The guidelines must be approved by committee and passed on to committee’s board liaison and approved by the full board in place.
3. Guidelines must be in place and notice given a minimum of 90 days prior to any elections, except in the case of a special election where it would be 30 days.
4. The guidelines must allow for absentee ballots so all members have the opportunity to participate in the election.
5. All voting must take place via paper balloting.
6. The guidelines should allow for write in candidates
7. The guidelines must be set forth in a manner that provides transparency and ensure a fair and equitable elections process.
ARTICLE VI - OFFICERS
A. Number
The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Only members of the Board of Directors of the Association shall be eligible to hold an office of the Association Director may hold up to 2 offices, but the offices of President and Vice President must be held by two separate Directors.
B. Election and Term of Office
The Directors shall elect, from the seated Directors, all officers for the term of one year. All incumbent officers may be elected to successive terms in office. The President and Vice President Positions must be occupied by a sitting board member with a minimum of 1 year of current service as board member, or someone who has served on the IMA board in prior years for at least a minimum of one full 2 year term. The election for officers should occur after the general election each year and within 15 days of the annual meeting, and preferably at the annual meeting.
C. Removal
Any Officer may be removed from that office by a vote of a majority of the Board whenever, in their judgment, the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed.
D. Vacancies
The Board of Directors shall fill all vacancies in office without undue delay, at its regular meeting, or at a meeting specifically called for that purpose for the unexpired portion of the term.
E. President
The President shall be the principal executive officer of the Association and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Managing Director of the Association. He/She may sign, with the Secretary or any other proper Officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board, or by these Bylaws, to some other Officer or agent of the Association (such as the Managing Director) or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the Board of Directors from time to time. The President shall preside at the meetings of the Association and of the Board of Directors and of the Executive Committee. He/she shall also, at the annual meeting of the Association and such other times as he/she deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his/her opinion tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of the President.
F. Vice President
In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
G. Secretary
The Secretary shall keep the minutes of the Officers’ and Board’s meetings, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and of the seal of the Association, keep a register of the post office address of each Officer and Director and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
H. Treasurer
If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine. He/She shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories and shall be selected in accordance with these Bylaws, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
I. Executive Committee
The Officers of the Corporation shall comprise the Executive Committee of the Board of Directors. The President shall chair the Executive Committee and determine the issues relevant to its consideration.
ARTICLE VII – INDEMNIFICATION
Every Director, Officer, employee or committee of the Association shall be indemnified by the Association against all expenses and liabilities, including settlement and counsel fees reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party or in which they may become involved, by reason of being or having been a Director, Officer or employee of the Association, whether the person is a Director, Officer or employee at the time such expenses are incurred, except in such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
ARTICLE VIII – CONTRACTS, LOANS, CHECKS, DEPOSITS
A. Contracts
The Board of Directors may authorize any Officers or employee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority shall be general or confined to specific instances.
B. Loans
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
C. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such Officer, Officers or employee of the Association and in such manner as shall from time to time be determined by resolution of the Board.
D. Deposits
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select. Specific authority is hereby granted to open both savings and checking accounts in the Corporate name in such banks, trusts or other depositories as the Board may authorize. The Officers of the Association and designated employees may be empowered to deposit and withdraw moneys from these accounts.
ARTICLE IX – BOARD OF ADVISORS
Each year, the Board of Directors at its discretion shall appoint a Board of Advisors. The Directors may consult the Advisors and draw upon their wisdom when considering the best interests of the Association. The Advisors shall, at their discretion, offer advice on any matter relevant to the IMA. The Advisors may also offer motions for consideration by the Board of Directors.
ARTICLE X – JOURNALS
Inasmuch as the Association’s stated mission is “To Provide Information, and Organization to Those Interested in Internet Marketing” IMA shall publish a n internet journal. The artifact articles will suffice.
ARTICLE XI – FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January in each year.
ARTICLE XII – SEAL
The Board shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name “Internet Merchants Association, Inc.” and the name of the State of Incorporation.
ARTICLE XIII – WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any Officer or member of the Board of the Association under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, a waiver thereof, in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV – AMENDMENTS
These Bylaws may be altered or amended by a majority vote of the Board of Directors. However, if a majority of the Board determines that addition, revision or repeal of a fundamental principle of these Bylaws is required, then that act must be confirmed by a majority of the members of the Association then casting ballots.
ACCEPTANCE OF BYLAWS
