THE NATIONAL PAPER TRADE ASSOCIATION, Inc.
(revised September 2007)
Article I – NAME
The name of the Association shall be NATIONAL PAPER TRADE ASSOCIATION, Inc. (“NPTA”). It may operate as the “NPTA Alliance.”
Article II – PURPOSES
It shall be the purpose of NPTA to foster and promote the interests and welfare of the printing paper, packaging supplies/equipment, janitorial-sanitary and food service disposable distribution industry (the “Industry”):
- By providing a lawful forum for the discussion of matters relating to the business of the Industry;
- By fostering research and the development of information leading to increased knowledge, efficiency, productivity and economy of distribution in the Industry;
- By promoting a better understanding of mutual problems among Distributors, as defined in Section 2(a) of Article III, and their manufacturers and suppliers;
- By compiling and disseminating lawful and reliable statistical information pertaining to the Industry;
- By representing the interests of the industry in every lawful way before federal, state and local government agencies; and
- By performing such other lawful trade association activities as will promote the welfare of the Industry, consistent with the public interest.
Article III – MEMBERSHIP
Section 1(a). The regular membership of NPTA shall be composed of dues-paying legal entities that are Distributors, as defined in Section 2(a) of this Article, Distributor Groups, as defined in Section 2(b) of this Article, and suppliers of paper, packaging, facility supplies, foodservice supplies or other products distributed through the Industry that have facilities in North America. Each regular member shall have full privileges of membership, including the right to vote and to be elected to office and/or to the Board of Directors.
Section 1(b). The affiliate membership of NPTA shall be composed of dues-paying entities that are individual Distributors, as defined in Section 2(a) of this Article, Distributor Groups, as defined in Section 2(b) of this Article, and suppliers of paper, packaging, facility supplies, foodservice supplies or other products distributed through the Industry that do not have distribution or manufacturing facilities in North America. Affiliate members shall enjoy the privileges of membership except that they shall not have the right to vote, hold office or Board membership or participate in the distribution of the assets of NPTA in the event of dissolution.
Section 1(c). The service provider membership shall be composed of dues-paying entities that include organizations which provide services, not products for resale, to companies in the Industry. Service provider members shall enjoy the privileges of membership except that they shall not have the right to vote, hold office or Board membership or participate in the distribution of the assets of NPTA in the event of dissolution.
Section 2(a). A Distributor is defined as follows: A person, firm or corporation in the Industry, as described in Article II of these Bylaws maintaining a representative warehouse stock of paper, packaging, facility supplies, foodservice supplies or other products distributed through the Industry, and engaged in whole or in substantial part in the distribution of the lines of such supplies or products for a period of at least one year in advance of membership.
Section 2(b). A Distributor Group is defined as follows: any person, firm, corporation, cooperative, association or organization recognized by the Board of Directors as representing a minimum of ten (10) independently owned distribution companies, each of which would, if not a member of the Group, otherwise independently qualify for regular membership as a Distributor. Each independently owned distributor member of a Distributor Group shall, for all intent and purposes, be considered as a regular member of NPTA, and dues for Distributor Group members shall be calculated and paid as set forth in Article X of these Bylaws.
Section 3(a). Application for regular membership shall be made to the Chief Executive Officer in writing and shall be subject to approval by the Executive Committee whose action shall be final.
Section 3(b). The application procedure for affiliate membership shall be the same as stated in Section 3(a) above.
Section 4. Any member may resign from NPTA by submitting to the Chief Executive Officer a written resignation accompanied by remittance in full of all unpaid dues, if any, plus any dues remaining unpaid for the then current fiscal year of NPTA. A resignation submitted after December 31 of any year shall not release the resigning member of the dues obligation for the entire year in which the resignation is received.
Section 5. Unless special dispensation is granted in writing by the Executive Committee, in the event that a member shall fail to pay his dues or assessments charged by this Association within three months after the start of the fiscal year for which such dues are assessed, his membership shall be automatically terminated. Any membership may also be terminated by vote of the Executive Committee for violation of these Bylaws or for conduct prejudicial to the best interests of NPTA, provided, however, that such termination shall be upon notice with adequate opportunity to answer any charges. Any member whose membership has been terminated by the Executive Committee pursuant to the provisions of the preceding sentence shall have the right, within 30 days after notification of such action, to petition the Board of Directors in writing for review, and the Board of Directors shall have the power to affirm or reverse the action of the Executive Committee.
A regular member who resigns or whose membership is terminated shall forfeit all rights to any part of the assets of this Association. A member whose membership is terminated shall immediately be liable for all unpaid dues, if any, plus any dues remaining unpaid for the then current fiscal year of NPTA.
Article IV – DIVISIONS AND COMMITTEES
Members with a common business interest may participate in Divisions and Committees as determined by the Board of Directors.
Article V – OFFICERS
Section 1. The elective officers of NPTA shall be a Chairman, a Vice Chairman, and a Treasurer, all of whom shall be nominated by the Board of Directors from among representatives of the regular members and then elected by NPTA at its Annual Meeting to serve through the next Annual Meeting or until their successors are elected and installed. A subcommittee of the Board of Directors, consisting of not less than three nor more than five individuals, shall be appointed by the Chairman with the approval of the Executive Committee to make recommendations to the Board of Directors for such nominees.
Section 2. The Chairman shall preside at all meetings of NPTA, of the Board of Directors, and the Executive Committee thereof. He shall be a member, ex-officio, with right to vote, of all Divisions and Committees except any Nominating Committees, and shall perform such other duties as are usual for such an officer. He shall call at least one meeting of the Board of Directors annually.
Section 3. In the absence or temporary disability of the Chairman, the Vice Chairman of NPTA shall perform the duties of the Chairman and in case of the death or resignation of the Chairman, the Vice Chairman shall become the Acting Chairman.
Section 4(a). The Treasurer shall be responsible for NPTA's funds, financial books and records. The Treasurer shall establish proper accounting procedures for the handling of NPTA's funds and shall be responsible for keeping those funds in such banks, trust companies, and/or investments as may be approved by the Board of Directors. The Treasurer shall report on the financial condition of NPTA at regular meetings of the Board of Directors, and at such other times as may be requested by the Board of Directors. The Treasurer may delegate administrative functions to the Chief Executive Officer.
Section 4(b). In case of the death, disability, absence or resignation of the Treasurer, the Chairman, with the approval of the Executive Committee, shall appoint an Acting Treasurer.
Section 5. There shall be a legal counsel who shall be general advisor to the officers, the Board of Directors and the Chief Executive Officer of NPTA.
Section 6. The Board shall appoint a Chief Executive Officer of NPTA as provided in Article VI, Section 7 hereof. Under the supervision of the Chairman and within the policies established by the Board of Directors, the Chief Executive Officer of NPTA shall have supervision over Association employees and the day-to-day activities of NPTA. The Chief Executive Officer shall also serve, without voting power, as Secretary of the Executive Committee and the Board of Directors. He shall not be an employee of, or paid consultant to any member of NPTA either directly or indirectly.
He may employ one or more assistants and at his discretion designate appropriate titles to indicate the duties of each.
Section 7. The Board of Directors may appoint such other officers of NPTA, including a President, as it may deem advisable and shall designate the tenure, powers, duties and compensation of each. The Chief Executive Officer may, with the Board's approval, also serve as the President.
Article VI – BOARD OF DIRECTORS
Section 1. Management: The management of the policies, procedures, funds and activities of NPTA shall be vested in its Board of Directors.
Section 2. Qualifications: The Directors shall be members, partners or employees of regular members of NPTA. Any Director who shall cease to be affiliated with or employed by the member with whom he was associated at the time of his election shall automatically be removed from the Board of Directors as of the date such affiliation ceases. In the event that the member with whom a Director is associated has its membership terminated or suspended, the office of such Director shall be considered vacant as of the date such membership is terminated or suspended.
Section 3. Composition, Term and Election: The Board of Directors shall, commencing with the first annual meeting after January 1, 2008, consist of nine elected members divided into three classes designated by the years in which their terms of office expire. Directors shall be elected for three-year terms except as otherwise provided herein. It is the intent of this Section to provide rotation of service on the Board with one-third of the Directors retiring from and being elected to the Board every year.
No Director shall be eligible for immediate reelection upon completion of two consecutive full terms of three years each. A director who has completed two full terms, however, may be appointed by the Executive Committee to fill a vacancy on the Board.
Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors are duly elected.
In addition to the elected Directors, the Board shall include five other ex officio Directors as set forth in Section 5, below.
Section 4. In the event that vacancy shall occur for any cause, the Board shall determine whether such vacancy shall be filled and it may fill such vacancy for the balance of the un-expired term of the departed Director by a majority vote of the remaining Board members.
Section 5. In addition to the elected Directors, the Board of Directors shall include, as ex officio members with right to vote, the Elective Officers, the immediate Past Chairman of the Board of NPTA and the immediate Past Chairman of the Young Leaders Division of NPTA
Section 6. The Board of Directors shall meet upon call of the Chairman at such time and place as he may designate. Two-thirds of the Directors shall constitute a quorum.
Section 7. The Board of Directors shall appoint a Chief Executive Officer as provided in Article V, Section 6, and the Executive Committee shall fix his compensation.
Article VII – COMMITTEES
Section 1. The Board of Directors may create such Divisions and Committees as it deems appropriate.
Section 2(a). There shall be an Executive Committee consisting of the Chairman of NPTA, the Vice Chairman, the Treasurer and the immediate past Chairman.
Section 2(b). In the event of the death, resignation or disability of the immediate past Chairman, the vacancy thereby created on the Executive Committee may be filled by the appointment of a prior past chairman for the unexpired term.
Section 2(c). The Executive Committee shall meet upon the call of the Chairman at such time and place as he may designate. Three members shall constitute a quorum.
Section 2(d). The Executive Committee shall be subject to the Board of Directors but shall have and exercise all of the authority of the Board during the intervals, between meetings of the Board.
Section 3. In advance of each Annual Meeting, the Chairman shall appoint a Nominating Committee consisting of not less than three nor more than five regular members, which Committee shall present at the Annual Meeting a slate of recommended nominees for Directors to be elected by the regular members at such Annual Meeting. In its selection of nominees for Director, the Nominating Committee shall be guided by the principle of affording reasonably equitable geographical and Industry representation.
Section 4. The Chairman, subject to the approval of the Board of Directors or the Executive Committee thereof, shall appoint such other standing and special Committees as may be required by the Bylaws or as he may find necessary.
Article VIII – MEETINGS
Section 1. NPTA shall meet annually at such time and place as may be fixed by the Board of Directors. Separate meetings of the Divisions and Committees of NPTA may be held at the same place and date as the Annual Meeting and at such other times and places as may be designated by the Chairman or by the Vice Chairman.
Section 2. The notice of the Annual Meeting of NPTA and of the meetings of the Divisions and Committees thereof shall be given in writing to all members of NPTA not less than 10 days before the date fixed for the meeting. Special meetings of NPTA may be called by the Board of Directors, or the Executive Committee, on not less than 10 days notice in writing or by electronic means to the members of NPTA, which shall state the purposes thereof.
Section 3. Ten percent (10%) of regular members shall constitute a quorum at all meetings of NPTA.
Article IX – VOTING
Section 1. Each regular member represented at any meeting of NPTA shall be entitled to one vote, in person or by proxy.
Section 2. The Board of Directors, its Executive Committee, the Divisions and all Committees of NPTA, may vote by mail or electronically upon any proposal submitted by the Chairman, the Vice Chairman, or the appropriate Division or Committee Chairman, respectively. In order to be adopted, any proposal submitted for mail or electronic vote must receive the affirmative vote of two-thirds of all of those entitled to vote on the proposal and such votes must be received by the NPTA office within 30 days after submission of the proposal.
Article X – DUES
Each member shall pay into the Treasury within payment terms stipulated on the member invoice, which may be amended from time to time by the Board of Directors, annual dues, in advance, as assessed by the Board of Directors. Membership dues for Distributor Groups shall be calculated as if the Distributor Group were an individual multi-unit distributor member, and every branch location of every individual member of the Distributor Group must be included in NPTA membership for purposes of dues calculation and payment.
Article XI – ADVISORY COUNCIL
Past Chairmen (Presidents) and such other former elected officers of NPTA as the Board of Directors may designate shall be members of an Advisory Council who may attend all meetings of the Board of Directors without voting power and to give such advice as they deem appropriate.
Article XII – AMENDMENT
These Bylaws may be amended at any meeting of NPTA by majority vote of the regular members present, and constituting a quorum, provided that notice of the substance of the proposed amendment shall have been given with the notice of the meeting, or by two-thirds mail vote of the Board of Directors, or at a meeting of the Board of Directors by two-thirds vote of the Directors present, and constituting a quorum; but any amendment made by the Board of Directors shall be subject to reversal by the regular members of NPTA at its next meeting.
Article XIII – DISSOLUTION
This Association may be dissolved and its Certificate of Incorporation surrendered at any meeting of NPTA by a two-thirds vote of the entire regular membership, provided that notice of the proposed dissolution be given with the notice of the meeting.
NEW ARTICLE XII
Any person who was or is a defendant or respondent, or is threatened to be made a defendant or respondent, in any action, suit or proceeding, whether civil, criminal or investigative and whether formal or informal, by reason of the fact that he or she is or was a director or officer of NPTA, shall be indemnified and held harmless by NPTA to the fullest extent permitted by the laws of the State of New York, against all costs, expenses, liabilities and losses, including reasonable attorneys' fees, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by such person in connection therewith, except in the case of willful misconduct or a knowing violation of criminal law. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. In the case of a settlement, however, the indemnification herein shall only apply if the Board of Directors approves such settlement as being in the best interests of NPTA.