NECMA CONSTITUTION & BYLAWS
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Article I - Name.
The name of the Chapter shall be the NEW ENGLAND CHAPTER, Club Managers Association of America.
Article II - Geographical Area.
For all purposes hereof, this Chapter's geographical boundaries shall include all of the area in the Commonwealth of Massachusetts and the states of Rhode Island, Maine, New Hampshire and Vermont.
Article III - Object.
The purposes of this Chapter are to provide education to persons connected with the management of clubs and other associations of similar character, to promote and encourage efficient and successful club management, and to advance friendly relations among its members.
Article IV - Conduct of Affairs.
The regulation of the business and the conduct and management of the affairs of this Chapter, and all powers and functions pertaining thereof, shall be regulated and determined by the Bylaws which shall from time to time be adopted or changed by the eligible voting Membership of this Chapter; and the Bylaws of the Club Managers Association of America, a current copy of which shall be deemed part of this Chapter's Constitution and Bylaws.
ARTICLE I. - Membership.
ARTICLE II - Dues, Fees and Assessments.
ARTICLE III - Governing Body.
ARTICLE IV - Meetings of the Membership.
ARTICLE V - Committees.
ARTICLE VI - Amendments.
ARTICLE VII - Indemnification.
ARTICLE I. - MEMBERSHIP
Section 1. Categories.
There shall be nine (9) categories of membership: Professional, Alumnus, Associate, Retired, Honorary, Student, Surviving Spouse, Faculty and "Friends of the Chapter."
A. Professional: Upon proper completion of a written application, any person eligible for membership under these bylaws may be accepted for membership and classified as a Professional member.
(1) Eligibility. A person connected with the management of clubs at the time of applying for and election to membership in the Association is eligible for Professional membership. Professional members traditionally will be associated with membership clubs in a compensated management role. Purveyors are not eligible for membership in the Chapter.
(2) Professional members of this Association shall be entitled to hold office and take part in all business and affairs of the Association. A Professional member who becomes unemployed may continue in this category for the period for which dues are paid and may continue for up to one (1) additional year as prescribed under Article I, Section 4. After this period the member shall be transferred to Associate membership.
B. Associate. A Professional member of the Association in good standing who enters into another line of business or is still temporarily disengaged after enjoying the "Continuation while Unemployed" as prescribed under Article I, Section 4 shall automatically cease to be a Professional member and shall automatically be transferred to Associate membership. An Associate member shall be entitled to all social privileges of the Association, but shall not be entitled to vote or hold elective office. An Associate member who again becomes a club manager shall automatically be transferred back to Professional membership.
C. Student. An individual who is enrolled in a hospitality or related course in an accredited college, university or school for undergraduate or graduate students is eligible to apply for student membership. Such membership does not entitle the holder to vote or hold elective office in the Association nor to transfer to any other category of membership. Students may retain membership for two years following graduation.
Student members no longer enrolled at a college/university, upon attainment of a full-time assistant manager/manager position prior to two years from the date of graduation, must apply for Professional membership.
D. Alumnus. A person who was a former CMAA student member is now connected with the management of clubs is now eligible for Alumnus membership. Members may remain in this category for no longer than a period of two (2) years, after which will be automatically transferred to a Professional member. Alumnus members shall be eligible to vote and hold elective office; and Alumnus members will pay half the current Professional member dues rate.
E. Retired. A Professional member or an Associate member who formerly was a Professional member, who is at least sixty-five (65) years old or is totally disabled and who has been a member of the Association for an aggregate period of at least ten years (not necessarily consecutive years) and has retired from active business, may, upon application, be transferred to Retired Membership status. Such transfer may also be made upon application by said member even though the member has not attained the age of sixty-five years, if the sum of the member's age and the number of full years of membership in the Association (at least 10) equals or exceeds seventy. Retired Professional members shall be entitled to all privileges of the Association, but may not hold office. Retired Associate members shall be entitled to all privileges of the Association, but shall not be entitled to vote or hold office..
F. Honorary. Upon the written request of three or more members, the Board of Directors may, at their discretion, elect as an Honorary member in the Association any individual who has rendered special service of value for the promotion and advancement of the welfare of the Association. The written request shall state the nature of the services rendered and the results obtained. When Professional or Retired Professional members of the Association are so honored they shall not lose their vote; but in the event an Honorary membership is conferred upon an individual who is not a club manager, or not a Professional member of the Association, such Honorary Member shall have no right to vote and shall hold no office.
G. Surviving Spouse. The spouse of a CMAA member shall become eligible for Surviving Spouse membership status upon the CMAA member's death. Such membership shall entitle the spouse to social privileges and to receive the Association's publications, newsletters, and magazine.
H. Faculty. An individual who is an instructor/faculty member of hospitality or related courses in an accredited college, university or school for undergraduate or graduate students is eligible to apply for faculty membership. Such membership does not entitle the holder to vote or hold elective office in the Association or to transfer to any other category of membership.
I. “Friends of the Chapter.” A Professional member of the Chapter in good standing who moves outside the Chapter’s jurisdiction, as described in the Chapter Constitution, Article II - Geographical Area, shall be entitled to all social privileges of the Chapter, and to receive the Chapter's publications, newsletters, and mailings. The Friend of the Chapter shall not be entitled to vote or hold office.
Section 2. Application.
Application for membership in the Chapter must be simultaneous with application for membership in the National Association. All applications shall be on the duplicate form prescribed by the Club Managers Association of America. Each application shall be proposed and seconded by two Professional, Honorary or Retired Members of the Chapter in good standing in both the Local and National Associations. Each application shall be accompanied by remittances for the stated entrance fees, dues, and assessments, if any, for both the Chapter and National associations, and every item on both copies of the form shall be completed in full. Applicants shall be voted upon by the Board of Directors at a duly constituted meeting of the Board. All proposed applicants shall be announced to the membership prior to Board action.
Section 3. Rejection.
A simple majority Board vote cast against a proposed applicant shall disqualify said applicant for Chapter membership. An applicant not accepted by the National Association shall also be disqualified for Chapter membership. A rejected applicant may have the privilege of making application again one year from the date of notification of his rejection.
Section 4. Continuation while Unemployed.
A Professional Member who is unemployed in club management on November 1, and who is actively seeking employment in the club management profession, may be continued on the membership rolls of the Association for a period not to exceed twelve (12) months without payment of dues. Reinstatement from Continuation while Unemployed is without an administrative fee. This continuation ceases at the time the member is again employed in club management.
Section 5. Penalties for Nonpayment.
Any member who shall be in arrears for dues or assessment, or both, for a period of two (2) months from and after November 1 of any year shall be dropped from the rolls of the Association; and the Vice President shall notify the member of this action at the last known address shown on the records of the Association.
Section 6. Reinstatement.
A former member who resigned while in good standing may apply for reinstatement within one year of the effective date of resignation, without payment of any entry fee. A member dropped from the rolls for nonpayment of charges may be reinstated within three months of the date dropped upon payment of his account in full, plus such advance dues that the Board may impose, to a maximum of one year. A member expelled under the provisions of Section 8 shall not have the privilege of reinstatement. Any subsequent action on such persons shall be on the basis of new membership.
Section 7. Transfers.
A Professional member who moves to an area over which another Chapter has jurisdiction and who is in good standing in both the Chapter he is leaving and CMAA, may retain Professional membership in CMAA for a period of one year following the year for which dues in the Chapter being left and CMAA are paid. Should such member fail to join the Chapter in whose area he the member has relocated within aforementioned period of time, the member shall be dropped from the rolls of CMAA.
Section 8. Suspension and Expulsion.
A member may be suspended for a specific or an indefinite period, or may be expelled, for cause, including, but not limited to, violations of these Bylaws or of the Association’s Code of Ethics. Such suspension or expulsion shall require the vote of two-thirds of the total members of the Board of Directors following a hearing. Written notice of the time and place of the meeting of the Board of Directors at which a member’s suspension or expulsion will be considered shall be sent by registered mail, return receipt requested at least 15 days before the hearing to the member under charge at the member’s last known address, together with a written statement of the charges against the member and notice that the member may appear at the meeting to present defenses to the charges.
In all other respects, the procedure to be followed under this section shall be in accordance with ROBERT’S RULES OF ORDER.
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ARTICLE II - DUES, FEES AND ASSESSMENTS.
Section 1. Amounts.
The entry fees, dues and assessments for any class of member shall be in such amounts as may be determined from time to time by a majority vote of the Board of Directors.
Section 2. Time for Payment.
All dues and assessments shall become payable by the 1st day of November of each year and shall be for the fiscal year. Any member failing to pay any Chapter charges within two months of the first date billed for which the member is liable shall cease to be a member. The member’s name shall be dropped from the rolls, and the National Association notified of this action.
All applications for membership shall be accompanied by a remittance for a full year's dues. Memberships which become effective between April first and September first in any year, fifty percent (50%) of these dues shall be applied to the following fiscal year. Memberships which become effective on or after September first in any year shall be exempt from dues for the remainder of that year and the entire amount shall be applied to the ensuing year's dues.
There shall be no dues for Honorary Members.
Section 3. Assessments. The Board of Directors shall have power to levy an assessment during each fiscal year. Such special assessments may not be levied upon Retired or Honorary Members.
Section 4. Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
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ARTICLE III - GOVERNING BODY.
Section 1. Government.
The property and business of this Chapter shall be managed by a Board of Directors, all of whom shall be Professional Members in good standing. The Board shall consist of the Officers and seven (7) Directors, to be elected by the Professional, Honorary and Retired Professional Members at the annual meeting. The Board shall have the power, by majority vote, to fill by interim appointment any vacancy in their body, to serve until the next annual meeting. All disputes and grievances shall be referred to the Board of Directors, and their decision thereon shall be final.
Section 2. Directors.
The Directors, except for the President, Vice President, Secretary and Treasurer, shall be elected for a term of one to three years, and it shall be so arranged that three Directors shall be elected for such terms each year, with two Directors every third year. The President, Vice President, Secretary and Treasurer shall be elected for one-year terms and during such terms they shall also be members of the Board of Directors.
No Director shall serve more than two consecutive terms in other than the capacity of an Officer with the exception of a Director that was either appointed or elected to fill an unfulfilled term, in which case that Director may serve for up to three terms consecutively, as long as only one of the terms is for three years.
Section 3. Officers.
The Officers of this Chapter shall consist of a President, Vice President, Secretary and Treasurer, all of whom shall be members of the Board of Directors. The Officers shall be elected by the membership at the annual meeting, to serve a period of one year or until their successors are elected and qualified. The Officers may be reelected to office. The Officers shall serve without compensation.
Section 4. Duties of Officers.
The duties of the Officers shall be as follows:
The President - shall preside at all meetings of the membership and Board of Directors. The President shall appoint such committees as are deemed necessary for the proper conduct of Chapter Affairs, and he/she shall be an ex-officio member of all committees. AS REQUIRED BY NATIONAL BYLAWS, HE SHALL FILE AN ANNUAL REPORT OF CHAPTER ACTIVITIES.
The Vice President - shall have all the duties of the President when the President is absent, and shall exercise general supervision over the affairs of the Chapter, keeping the President well informed of all activities and events. The Vice-President shall act as Co-Chairman of the Membership Committee, and shall be actively involved in the recruitment as well as retention of members.
The Secretary - shall be responsible for sending notices for all meetings, keeping the minutes of all Chapter and Board meetings, and maintaining an accurate roster of the Chapter membership. As required by National Bylaws, the Secretary shall file necessary reports of Chapter meetings with C.M.I. and the national office. The Secretary shall use the services of support staff in the form of a Managing Director who should maintain all records of his/her office.
The Treasurer – shall be responsible for billing necessary charges to all Chapter members, for collecting and depositing all monies received, and for paying all charges against the Chapter. The Treasurer shall present a verbal financial report at each Chapter meeting and furnish a written report at each annual meeting. The Treasurer shall use the services of support staff in the form of a Managing Director who should maintain all records of his/her office.
Section 5. Board Meetings.
Meetings of the Board of Directors shall be held on the call of the President, or upon written request of at least two (2) Directors, at such times and places as may be mutually agreed upon. Notices of such meetings shall be electronically mailed (e-mail) to each Officer and Director at least fifteen days prior to the meeting, and shall state the time and place of such meeting. A quorum for the transaction of business shall at all times consist of more than 50% of the total directorate including unfilled vacancies. Any announced meeting shall be construed as a waiver of notice, and the meeting shall be considered duly constituted, however the vote must be a quorum vote of the entire Board of Directors by either direct vote, electronic mail (e-mail) or telephone poll.
Section 6. Removal from Office.
Any Officer or Director may be removed from office by the Board of Directors for neglect or misconduct in office, at any duly constituted meeting, by two-thirds vote of the Board of Directors.
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ARTICLE IV - MEETINGS OF THE MEMBERSHIP.
Section 1. Regular Meetings.
Regular meetings of the Chapter shall be held at such times and frequencies as the Board of Directors may from time to time decide. As required by National Bylaws at least three (3) of these meetings each year shall be devoted to educational features.
Section 2. Special Meetings.
Special meetings shall be held upon call of the Chapter President, or upon the written request of three Professional Members. The notice for this type of meeting shall also state specific purpose of this meeting.
Section 3. Annual Meeting.
The annual meeting of this Chapter shall be held on a date in October each year at a place to be announced to be selected by the President, for the purpose of electing Officers and Directors and other matters as may properly be brought before the meeting.
Section 4. Notices.
Notices stating the time and place for each meeting of the Chapter membership shall be electronically mailed (e-mail) to all members at least fifteen days prior to the date of such meeting; except that attendance of a quorum at an unannounced meeting shall be construed as waiver of notice, and the meeting shall then be considered duly constituted, unless Bylaws are to be amended, in which case notice may not be waived. Members opting to receive postal mail notices of regular meeting shall make written request of such to the Chapter Secretary.
Notice of the annual meeting including the proposed slate of Officers and Directors must be postal mailed to the membership thirty (30) days prior to the date of the meeting.
Section 5. Quorum.
A quorum for the transaction of Chapter business at any annual, regular, or special meeting shall at all times consist of 15% of the Professional Members of the Chapter, but in no case shall it consist of less than 15% Professional Members.
In the absence of a quorum at any annual meeting, the Professional Members present shall mutually agree upon another date and new notices (postal) mailed.
Section 6. Guests.
Purveyors and other guests shall from time to time be invited to participate in social activities of the New England Chapter. Guest attendance at meetings shall be limited to two (2) per fiscal year, unless such guest is eligible for Professional membership in the Association, or a spouse or significant other of a member.
Section 7. General Procedure.
The general procedure at each meeting shall be determined by the presiding Officer.
Section 8. Written Voting Authorization and Absentee Ballot.
All eligible voting members of the Association in good standing who will not be present at the Annual Meeting or any special meeting may request a Written Voting Authorization for the purpose of voting for directors, officers, and bylaw amendments. All eligible voting members of the Association in good standing who are present at the Annual Meeting, may vote for directors, officers and bylaw amendments in the official polling place where the election takes place. Upon proper identification and verification of the member's status, the Secretary will issue an absentee ballot. Completed Written Voting Authorization and absentee ballots will be delivered to the Nominating Committee. Ballots cast for less than the proper number of vacancies shall be void. The Vice President is responsible for exercising prudent and adequate controls over the voting process to ensure the rights and privileges of voting members and to prevent any improper, illegal or unauthorized voting. Other than as set forth in this section, no other form of Written Voting Authorization, Absentee Ballot or proxy shall be permitted at meetings of members.
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ARTICLE V - COMMITTEES.
Section 1. Nominating Committee.
At least one month prior the annual meeting the President shall appoint a Nominating Committee consisting of at least three (3) Professional Members who shall prepare a ballot of Officers and Directors to be voted for, to serve during the ensuing year. The Committee shall offer at least one name for each vacancy, and shall present the ballot to the membership at the annual meeting.
Section 2. Independent Nominations.
After the report of the Nominating Committee at the Annual Meeting, it shall be the privilege of any Professional, Honorary or Retired Professional member of the Association to place in nomination the names of any person eligible for any elective office including that of Director.
Section 3. Elections Judge and Tellers.
The presiding officer shall appoint a judge and sufficient tellers, none of whom shall be from a club that have offered a candidate in the election. The members entitled to vote in person, by Written Voting Authorization or by absentee ballot shall then be counted and their number noted, and the ballots taken shall be counted.
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ARTICLE VI - AMENDMENTS.
These Bylaws may be amended by the Professional Members who are 30% in attendance or by written Proxy at any said meeting, provided proper notice shall have been (postal) mailed to each Professional Member at his last known address, and providing further that such notice also set forth the substance of such proposed amendment. This notice shall be (postal) mailed at least thirty (30) days before the meeting at which the vote is to take place. Proposals for Bylaw amendments or repeal shall be filed with the Bylaw Review Committee by April 1st of each year.
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ARTICLE VII - INDEMNIFICATION (Directors’ and Officers’ Limited Liability Insurance).
Every Director, Officer, and Employee of this Chapter shall be indemnified in accordance with the laws of the states as described in the Chapter Constitution, Article II - Geographical Area. The Board of Directors shall determine the appropriateness of any indemnification granted. This right shall not be in addition to or exclusive of after rights to which the indemnified may be entitled.
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