BNSME-By Laws

The name of this organization shall be BUFFALO/NIAGARA SALES AND MARKETING EXECUTIVES, INC. (the "Association"). It shall be an association incorporated not for profit under the laws of the State of New York. The Association shall be affiliated with Sales and Marketing Executives-International, Inc. ("SME-I").

(b) To provide sales and marketing executives and members with effective and continuing professional leadership by:

1. Making available to the members information on selling, sales, management, and marketing practices.

2. Conducting educational programs and projects to expand professional development at all levels of sales and marketing management.

3. Undertaking studies in the field of selling, sales management, and marketing.

4. Promoting acceptance and understanding of selling and marketing as a professional, and its importance to the economy.

5. Cooperating with educators to bring about a broader comprehension of the profession of selling and marketing, and providing material for vocational guidance of their students.

6. Developing the interest of youth in selling, sales management, and marketing as a dynamic career, and furthering the understanding of the basic concept of the competitive free enterprise system.

7. Recognizing outstanding performance by sponsoring sales and marketing awards.

8. Assisting in the development of Sales and Marketing Executives Associations and supporting them in their services and benefits to members.

9. Encouraging cooperation and exchange of information and ideas among other Associations affiliated with SME-I and their members.

10. Promoting rallies, sales clinics, and seminars as a means of improving the proficiency of selling and marketing techniques.

11. Coordinating activities with related groups whose basic aims are closely allied to SME-I.

Section 1. Membership shall be open to executives engaged primarily in the management of, and educators and teachers of, the selling, and marketing professions.

Section 2. Application for membership shall be made in writing on a form provided and bear the signatures of two members in good standing. It must be approved by the membership committee which will determine the applicant?s eligibility.

Applications will be acted on by the Board at its regular meeting. An affirmative three-fourths vote of the Board members present is required to elect the applicant. Payment of dues and initiation fee is required for regular membership. The initiation fee must accompany the membership application.

Section 3. Membership in this Association shall be established under these classifications: Regular, Associate, Honorary, Retiree, and Affiliate.

(a) Regular: Shall be available to business executives in the field of sales and marketing whose primary responsibility is the administration of marketing programs and activities and/or the management of professional training of salespeople. Also, owners of a business based on individual merit, professionalism and background.

(b) Associate: The Board of Directors may at any regular Board meeting, by a vote of three-fourths of the members present, elect to Associate membership an outstanding educator from the area or a non-member who has rendered unusually meritorious service to Marketing or to the Community. An Associate Member shall not be required to pay dues but will be required to pay for meals at the meetings attended. They will not be eligible to vote or hold elective office. The classification shall be limited to a maximum of ten memberships, renewable, yearly by the Board. In order for the associate membership to be maintained, the member must attend at least three regular meetings or business functions of the organization within the organization?s program year. Membership in Sales and Marketing Executives International, Inc. is optional at their expense.

(c) Honorary: The Board of Directors, by a vote of three-fourths of the membership present at any regular Board meeting, may elect to Honorary membership any member who has been in good standing for at least ten years and who has performed outstanding service in the interest of the Association. Any Past President of the Corporation elected after the adoption of this Section (January 26, 1959), may become an Honorary member on retirement from business or on reaching the age of sixty-five. Any Past President active five (5) years beyond their term shall be Honorary. Honorary members shall not be required to pay dues, but shall pay the expense of meals at meetings attended and an additional amount, as set by the Board, to cover local expenses. Membership in Sales and Marketing Executives International, Inc. is optional at their expense.

(d) Retiree: Any member who has retired from a company may apply for Retiree Status. An affirmative three-fourths vote of the Board members present is required for Retiree Status. Retired members shall not be required to pay dues, but shall pay the expenses of meals at meetings attended and an additional amount, as set by the Board, to cover local expenses. Membership in Sales and Marketing Executives International, Inc. is optional at their expense.

(e) Affiliate: A person employed in a sales or marketing position who does not otherwise qualify for Regular membership, or a Regular Member who becomes disqualified for Regular membership renewal because of change or loss of member?s executive position may be admitted as an Affiliate Member for up to two (2) years, after which he or she may reapply for Affiliate or other membership. Affiliate Members shall be required to pay an initiation fee and dues at special Affiliate Member rates and shall be entitled to all benefits and obligations of Regular Members except: the right to vote, the right to hold elective office and membership in Sales and Marketing Executives International.

Section 4. Leave of Absence: Any member in good standing may apply for a one-year leave of absence. The member shall pay the expenses of meals at meetings attended and an additional amount, as set by the Board, to cover local expenses. Membership in Sales and Marketing-International Inc. is optional at their expense.

Section 5. Membership and the responsibility for the payment of dues and expenses incurred, is vested in the individual, but may be sponsored by the company he, or she, represents.

(a) Transfer within the local association ? If a member transfers from one company to another, it must be established whether the original membership was personal or company sponsored. If personal, the membership follows the member. If company sponsored, the company is entitled to replace the transferring member with another individual. In both cases, there must be a reapplication and the individual must meet the membership qualifications. In the latter case, the transferring individual is then no longer a member in good standing and must reapply for membership as a new member.

(b) Transfer from another club ? A member transferring from another Sales Executives Club shall apply as a new member (except for International dues for the current year if they have been collected and paid by the club). The transferring member may request B/NSME to contact the former club to arrange for any pro-rate dues and/or initiation credit to be applied toward B/NSME charges. Such contacts with other clubs would be limited to the "best efforts" approach.

(c) Transfers to other clubs ? When a member transfers to another club, upon request by that club, the pro-rate share of unused dues must be forwarded to that club to be applied toward initiation fee and dues.

All transfer transactions as outlined above, shall be at the discretion of the Board of Directors.

Section 2. An initiation fee for regular membership may be required by resolution of the Board of Directors.

Section 3. The annual dues shall be in such amount as the Board shall establish by resolution. The dues shall include membership in Sales and Marketing Executives-International, Inc. and the expenses of the dinners held in conjunction with regular meetings.

Section 4. Dues shall be paid on the anniversary of the member. A member who fails to pay his or her dues within 30 days shall be notified of his or her delinquency. If payment is not received within thirty (30) days from the date of notification, the member may be dropped from membership by the Board of Directors.

Any new member may join during the year and should pay the initiation fee.

Section 1. Regular monthly meetings shall be held the fourth Monday of each month at a time and place designated by the Board of Directors. In case of a conflict because of a holiday or other proper cause, the meetings will be held on another day indicated by the President and notice thereof shall be mailed to all members.

Section 2. The annual business meeting of the Membership, at which Officers and Directors for the ensuing year are to be installed, shall be held in the last regular meeting of the program calendar.

Section 3. Twenty-five percent of the total regular Membership shall constitute a quorum for the transaction of business at any regular meeting, fax or electronic mail.

Section 4. Roberts Rules of Order (revised) shall govern all meetings.

Section 1. The Association shall be governed by a Board of Directors consisting of the President, the Treasurer, fifteen elected Directors and the immediate Past President. Directors shall be elected each year for a term of three years. No elected Director shall be eligible to succeed themselves for more than one additional term.

Section 2. The Board shall meet monthly, and on special call by the President, to administer the affairs of the Association. A majority of the voting members of the Board shall constitute a quorum for the transaction of business.

Section 3. Any Director who fails to attend a minimum of two-thirds of the scheduled meetings may be requested to resign from the Board.

Section 4. A vacancy on the Board of Directors or of the Officers of the Association shall be filled for the remainder of the fiscal year by a nomination of the President, confirmed by a majority vote of the Board of Directors. Said Board member or Officer shall serve until such time as the next election of Directors and Officers is held. The appointed Director or Officer may be included as a nominee, and be elected in the annual election to serve a full term.

Section 5. No Officer, Director, employee, committee, or individual member shall make any contract or agreement, or create any liability on the part of the Association without the authority from the Board of Directors. The Board shall not authorize the expenditure of money or contract debts in excess of the amount in the treasury.

Section 1. The Officers of this Association shall be a President, an Executive Vice President, program Vice Presidents, a Secretary, and a Treasurer. There may also be an Executive Director, or Administrator, selected and retained by the Board of Directors. These Officers, and the Executive Director, or Administrator, if any, shall constitute an Executive Committee that shall meet at the discretion of the President to consider matters to come before the Board and prepare agenda with recommendations.

Section 2. The President, Vice Presidents, and Secretary shall be elected from the Board of Directors. The Treasurer shall be appointed by the President with approval of the Board of Directors. These officers shall serve without compensation for a period of one year or until their successors are elected.

Section 3. The President shall preside at all meetings of the Association and of its Board of Directors, shall appoint all committees, and shall perform all other duties usually pertaining to the office. He or she shall be an exofficio member of all standing committees. He or she shall also have such powers and perform such other duties as may be assigned to him by the Board of Directors. The President shall not succeed himself or herself in the same office.

Section 4. The Executive Vice President shall perform such duties as may be delegated by the President and the Board. He or she shall be vested with all the powers and shall perform all the duties of the Presidency in the case of the absence or disability of the President. In the event that he or she must succeed to the Presidency for an unexpired portion of a term, he or she shall be eligible for nomination and election as President for the next full term.

Section 5. The Vice President shall assist the President in the performance of such duties as the President or the Board may assign to them, including those of the President and the Executive Vice President in their absence. They shall supervise and coordinate the activities of the committees under their jurisdiction.

Section 6. The Secretary shall keep the minutes of all Association and Board meetings, act in conjunction with the office of Executive Director, and, in general, perform all the duties incident to the office, subject to the control of the Board of Directors.

The Secretary shall also send copies of all regular and special Association meeting notices to SME-I Area Director and shall send official notification to the Secretary-Treasurer of SME-I of changes in the elected officers of the Association or in its By-Laws and/or Constitution within 15 days of such change.

Section 7. The Treasurer shall have the custody of the funds of the Association. He/she shall attend Board Meetings and shall submit monthly reports on the financial condition of the Association. He or she shall be Chairperson of the Finance Committee which shall prepare and present the proposed budget at an early Board meeting each fiscal year.

The Treasurer shall also make an annual report of the organization finances to the Secretary-Treasurer of SME-I on such form or forms and at such time or times as the Secretary-Treasurer of SME-I shall prescribe.

An outside audit shall be conducted at the discretion of the Board at a minimum of every three years.

Section 8. The Executive Director shall supervise the operation of the Association office, conduct all correspondence, issue notices to the Membership and committees, attend all meetings of the Association and the Board of Directors, and perform such other duties as shall be assigned to them by the Board. He or she shall also be an exofficio member of all committees and shall utilize his or her efforts and abilities to assist the Officers, Directors, and committees in the discharge of their duties.

Section 9. The President, Immediate Past President, EVP, and one additional VP as appointed by the Board may sign checks against the association?s funds to cover payments authorized by the Board of Directors. They shall be bonded at the expense of the Association and two signatures are required on each check.

Section 10. An organization chart and full description of the responsibilities of all Officers and committees shall be kept on file at the Association office. A detailed chart shall be distributed annually to the Membership and the descriptions of committee duties shall be given to each Chairperson and Vice Chairperson upon their appointment.

Section 1. Nomination and election of Directors. At the February Director?s meeting, the President shall appoint a Nominating Committee chaired by the most immediate Past President. At the February meeting, the Board shall be polled for suggestion of names of qualified candidates to the end that the resulting list may be of assistance to the Nominating Committee. The most immediate Past President shall be Chairperson and the majority of the Committee shall have the power to nominate. Qualifications for selection as a director candidate shall include two years active membership and service on at least one committee. Under special circumstances, these qualifications may be modified with board approval.

Prior to the April Board meeting, the nominating committee shall have met and picked the candidates for each directorship to be vacant the ensuing year. The Chairperson shall have confirmed the willingness and ability of each nominee to serve. Ballots bearing the names and brief biographies of candidates shall be sent to each member entitled to vote. Each ballot shall also provide spaces for each member to write in his or her own choices. Voting will take place either by mail, fax or electronic mail or at the regular April meeting. The six candidates receiving the highest number of votes shall be elected and their names announced at the April meeting. In case of a tie, the nominating committee shall vote on the tie and their vote shall decide.

Section 2. Nomination and Election of Officers. At the March meeting of the Board, the President shall appoint a nominating committee consisting of at least the immediate past President who shall be the Chairperson, the President, and the Executive Vice President. They shall meet and nominate a ticket of officers for the ensuing year. Additional nominations for each office shall be made from the floor. Voting shall be by secret ballot by a majority vote of the committee members. The ticket of officers shall then be presented at the May meeting of the Board of Directors for election by the Board. The names of the newly elected officers shall be announced at the membership meeting in May.

Section 3. Newly elected Officers and Directors shall meet with outgoing Officers and Directors at the June board meeting and shall assume their duties and responsibilities upon installation at the June general meeting.

Section 4. If an Officer or Director vacancy should occur after elections, but before July 1, no replacement shall be made until after the new Board assumes office.

Section 1. By July 1, the newly-elected President shall have met with the officers for the purpose of appointing Chairperson and Vice Chairperson for each of the following committees:

5. Finance consisting of the Executive Committee, and such other additional committees as may be authorized by the Board of Directors.

Section 2. Following their appointment and subject to the approval of the Board of Directors, the Chairperson and Vice Chairperson shall select members to serve on their committee. No committee shall have less then three members.

Section 3. B.N.S.M.E. shall be affiliated with and charted by the Sales and Marketing Executives-International and shall abide by the Constitution and By-Laws of Sales and Marketing Executives-International. The Association shall not use the words or initials Sales and Marketing Executives, Sales and Marketing Executives-International, SME, SME-I, or any similar words or initials, as part of its name or in any other manner unless authorized to do so by Sales and Marketing Executives-International. This authorization was granted B.N.S.M.E. February 15, 1963 by SME-International.

Section 4. The Secretary shall notify the Secretary-Treasurer of SME-I of the appointment of each committee of this organization.

Section 1. No member of the Association shall have any right or title to the property or assets of the Association and no member shall be entitled to either the whole or any part thereof in the event of the termination of their membership.

Section 2. No assessment of any kind other than as provided herein shall be levied against the Membership. Nor shall any surplus funds be distributed pro-rata among the Membership as a dividend or return of partial dues. Any such surplus occurring shall be allocated at the discretion of the Board of Directors for purposes outlined in Section 3.

Section 3. In the event that the organization is dissolved, any monies or assets remaining in its name after full payment of all expenses, including dissolution expenses, shall be distributed to such educational institutions as the Board of Directors may select.

Section 1. The seal of the Corporation shall be circular in form with the words "Buffalo-Niagara Sales and Marketing Executives, Inc." in the outer circle and the words "Corporate Seal ? 1954 ? New York" in the inner circle.

Section 1. These By-Laws may be altered, amended, or repealed by a two-thirds vote of all members voting at any regular meeting or via fax or electronic mail, providing a quorum is met. The proposed action shall have first been approved by a majority vote of the entire Board of Directors and the text of the proposed revision shall be distributed to all members with at least fifteen days advance notice.

Section 2. The Secretary shall at the time such notice is sent to members also distribute a copy of the notice, and of the text of the proposed changes, to the Secretary-Treasurer of SME-I.

In the event of the dissolution of the organization, the Treasurer shall make a complete accounting to the Secretary-Treasurer of SME-I, on such form or forms at such time or times as the Secretary-Treasurer of SME-I shall prescribe, and all assets of the organization remaining after the satisfaction of all its liabilities shall be transferred to SME-I, or to such other organization or organizations which are exempt from Federal income tax by reason of section 501 (c)(3) or 501 (c)(6) or the Internal Revenue Code of 1954, or corresponding provisions of the subsequent law, or to the Federal government or to any State or local government unit for a public purpose, as the Board of Directors shall direct.

No part of the asset or net earnings of the organization shall ever inure to the benefit of any individual or member.