Bylaws of the Wood Component Manufacturers Association
A Non-profit Corporation
The name of the corporation is Wood Component Manufacturers Association (WCMA). The WCMA is a non-profit corporation created under the laws of the State of Georgia, with offices located in other areas as the Board of Directors maydesignate.
The purposes for which the WCMA is organized are:
- To promote a friendly exchange of ideas among those engaged in the wood dimension & component manufacturing business
- To develop and promote a general demand for the industry’s products and services
- To collect and distribute useful economic and technical information concerning industry trends and developments
- To serve as a business referral clearinghouse by responding to inquiries from dimension & component buyers and passing this information on to its members
- To establish and maintain standard rules and specifications for the dimension & components industry
- To cooperate with other wood product trade associations and appropriate government agencies to promote and protect the interests of the industry; and
- Any other lawful activity consistent with its purposes as the Board of Directors may authorize from time-to-time.
The duration and powers of WCMA are as authorized by the provisions pertaining to nonprofit corporations in the laws of the State of Georgia.
Section 1 - Qualification and Classification of Membership
Full membership in the Association shall be limited to wood component product manufacturers who operate a manufacturing plant in Canada, Mexico or the United States, and are adequately equipped for processing wood into dimension stock or wood component parts for sale to outside customers.
Technology Partners shall be limited to manufacturers and importers of woodworking machinery and equipment who operate a manufacturing or distribution facility in North America, as well as providers of woodworking tooling, supplies, software, and business solutions.
Section 2 - Voting Members
Full membership privileges, including the right to vote and hold office, shall be limited to Full Members. Each member company shall have the right to one (1) vote on any matter coming before the membership and the right to attend the Annual Membership Meeting. Only Full members shall be eligible to serve as Directors and Officers of the WCMA. Technology Partner members may serve on Committees and task forces and as liaisons.
Section 3 - Non-voting Members
At the discretion of the Board of Directors, non-voting categories of membership may be created for individuals or entities who do not otherwise qualify for regular membership.
Section 4 - Application for Membership
All applications for membership shall be submitted on the form provided by the association, and be accompanied by any application fees set forth.
Section 5 - Admission for Membership
Admission to membership in the Association and determination of membership classification shall be subject to approval by the Executive Committee. Disputes or appeals shall be resolved by majority vote of the Board of Directors whose decision will be final.
Section 6 - Resignation in Good Standing
Any member may withdraw from the Association and remain in good standing if all dues are paid in full and written notice of such intent is provided to the WCMA.
Section 7 - Reinstatement
Any former member may re-apply for membership by submitting an application and by meeting the qualifications for membership. Before re-admitting any former member, all dues that were in arrears must be paid.
Section 8 - Removal
Notwithstanding the provisions of O.C.G.A. § 14-3-621, or subsequent laws, the Board of Directors may remove a member of any classification from the membership for cause at the Board’s sole discretion by two-thirds vote of the Board of Directors.
Section 9 - Annual Members’ Meeting
An Annual Members’ Meeting of the WCMA shall be held annually at the time and place designated by the Board of Directors either inside or outside the State of Georgia. Notice of the Annual Members’ Meeting shall be distributed to members in advance of the meeting pursuant to the provisions of Section 11 below. The Annual Members’ Meeting shall be held for the purpose of conducting any business as the Board of Directors may determine is important to WCMA and its Members, but shall include a report on the activities and financial condition of the corporation by the President and Chief Financial Officer or their designees. Furthermore, at the Annual Members’ Meeting, the members shall consider and act upon such other matters as may be raised consistent with its notice.
Section 10 - Regular Members’ Meeting
A regular members’ meeting may be called from time to time by the Board of Directors at a place and time to be determined by the Board, either inside or outside the State of Georgia pursuant to the notice requirements of Section 11 below.
Section 11 - Notice of Members’ Meeting
- WCMA will notify its members of the place, date, and time of each annual and regular meeting of members as follows:
- No fewer than ten days (or if notice is mailed by other than, first-class or registered mail or statutory overnight delivery, 30 days) nor more than 60 days before the meeting date.
- Notice of an annual or regular meeting shall include a description of any matter or matters that must be approved by the members regarding indemnification, conflicted interest transactions; voting on amendments to the Bylaws; amendments to the bylaws; approval of plans of merger or abandonment of such a plan; sale or other disposition of assets; and, a proposal of dissolution and its approval.
- Notice may be provided via electronic mail or via facsimile, at an electronic email address or facsimile number provided by the Member. It shall be the Member’s responsibility to provide any updated email, facsimile or address information to the WCMA, and providing that email or facsimile number represents consent to notice in that manner. Notice must be affirmatively provided to WCMA if a member no longer wishes to receive any notice via electronic transmission or facsimile. WCMA shall also deem the consent to be revoked if it is unable to deliver by electronic transmission two consecutive notices given in accordance with the addresses the member provided; and such inability becomes known to someone with WCMA who is responsible for giving the notice. In no event will the inadvertent failure to treat the failure to send a notice electronically as a revocation of the member’s consent to receive notices in that manner invalidate any meeting or other action.
- Notice provided pursuant to subsection 1(c) of this Section shall be deemed effective:
- If by facsimile, when transmitted to a number the member provided as consent to receive notice;
- If by email, when transmitted to an email address at which the member provided as consent to receive notice;
- If by a posting on an electronic network together with separate notice to the member of such specific posting, upon the later of (i) such posting; or (ii) the giving of such separate notice; and
- If by any other form of electronic transmission, when transmitted to the member.
- If an annual or regular meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed to determine the record date of members, however, notice of the adjourned meeting must be given pursuant to this provision to the members of record of the new record date.
- When giving notice of an annual, or regular meeting of members, WCMA shall give notice of a matter a member intends to raise at the meeting if:
- Requested in writing or by electronic transmission to do so by at least 5% of the members entitled to vote in WCMA; and
- The request is received by the secretary or president of the WCMA at least 10 days before the corporation gives notice of the meeting.
Section 12 - Action Taken Without Meeting
- Any action that may be taken at any regular, or annual meeting of members may be taken without a meeting if the WCMA delivers a ballot in writing or by electronic transmission to every member entitled to vote on the matter.
- A ballot in writing or by electronic transmission shall:
- Set forth each proposed action; and
- Provide an opportunity to vote for or against each proposed action.
- Approval by ballot in writing or by electronic transmission shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
- All solicitations for votes by ballot in writing or by electronic transmission shall:
- Indicate the number of responses needed to meet the quorum requirements;
- State the percentage of approvals necessary to approve each matter other than the election of directors; and
- Specify the time by which a ballot must be received by the corporation in order to be counted.
Section 13 - Quorum
- At least 5 percent of the votes entitled to be cast on a matter must be represented at a meeting of members, or otherwise must cast a ballot as specified in Section 12, to constitute a quorum on that matter.
- Unless 20 percent or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
Section 1 - Establishment of Dues
Dues and admission fees for all classes of membership shall be established by the Board of Directors.
Section 2 - Delinquency and Cancellation
Any member who shall be delinquent in dues for a period of 60 days shall be notified of such delinquency. If payment of dues is not made within the next succeeding 30 days, the delinquent member shall be declared in default and be suspended from the WCMA until such time as dues are paid. Suspended members forfeit all rights and privileges of membership.
Section 3 - Refunds
No dues shall be refunded to any member whose membership terminates for any reason.
Section 1 - Authority and Responsibility
The governing body of the WCMA is the Board of Directors, which has authority and is responsible for the governance of the WCMA. The Board establishes WCMA policy and monitors implementation of policy by the WCMA’s employed staff under the direction of the President and Executive Director.
Section 2 - Officers and Terms
The officers of the WCMA shall consist of the president, vice president, immediate past president, and treasurer. The president shall serve a two (2) year term and shall automatically move to immediate past president. The vice president shall serve a two (2) year term and shall automatically succeed to the office of the president. The immediate past president shall serve a two (2) year term. The treasurer shall serve a term of three (3) years.
Section 3 - Board Composition
The Board of Directors shall consist of the officers, five (5) directors, and one (1) Ex-officio Technology Partner representative. The directors shall serve a term of three (3) years or until their successors have been elected and assume office. The five (5) directors shall be elected to staggered terms, in consecutive three-year rotations. The Ex-officio Technology Partner shall serve a term as determined by the board.
Section 4 - Executive Committee
There shall be an Executive Committee composed of the officers, which shall have all the powers of the Board of Directors to transact business between board meetings in accordance with the rules established by the Board. Actions required between board meetings shall be ratified at the next meeting of the Board of Directors.
Section 5 - Duties of the President
The President shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the Board of Directors and the Executive Committee. The President, or the Executive Director at the President’s direction, shall be the officially authorized spokesperson of the WCMA.
Section 6 - Duties of the Vice President
The Vice President shall exercise the functions of the President during the absence or disability of the President; and shall perform such other duties as from time to time may be assigned to that office by the President or by the Board of Directors. The Vice President shall assume the responsibilities of the President in the event that the President is unable to complete his/her term of office; and in such cases, a new Vice President shall be elected at the earliest opportunity in a regular or special meeting of the Board of Directors.
Section 7 - Duties of the Treasurer
The treasurer shall have custody of the funds of the WCMA, and shall be authorized to open and close bank accounts in the name of the WCMA and designate the persons authorized to sign checks on those accounts. The treasurer shall be required to submit an annual accounting and proposed budget, both of which shall be approved by the board of directors. The treasurer shall report all financial activity to the Board of Directors at its regularly held meetings.
In case of incapacity of the Treasurer, the President shall be authorized on all accounts to deposit and withdraw funds.
Section 8 - Duties of the Past President
The Past President shall assist the president in the orderly conduct of all meetings of the organization and shall interpret all questions of procedure and Bylaw construction.
Section 9 - Duties of the Executive Director
The Executive Committee shall employ a salaried staff head who shall have the title Executive Director. The Executive Director shall be the chief executive of the WCMA responsible for all management activities. The Executive Director shall manage and direct all activities of the WCMA as prescribed by the Board of Directors and shall be responsible to the Board.
The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the WCMA and fix their compensation within the approved budget. As Executive Director, he/she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his/her judgment, be in the best interest of the WCMA.
Section 10 - Duties of the Ex-Officio Technology Partner Representative
Technology Partner members shall elect one representative to serve as an Ex-Officio member of the WCMA Board. That representative shall be invited to attend Board meetings and other functions, however, they do not vote on association matters. The Technology Partner representative will provide insight to the Board on matters that are important to the Technology Partner members.
Section 11 - Nominations Committee and Election of Board Members
There shall be a nominations committee composed of the President, Vice President, and Immediate Past President. The nominations committee shall identify and contact potential members to serve on the Board for seats which are vacant or about to expire. Names of nominated candidates shall appear on the official ballot which will be distributed to the membership. Write in votes are permitted. The candidates that receive the majority of votes from those members eligible to vote who respond shall be declared elected. All officers and directors shall hold office until their term expires.
Before the end of the term of the Ex-Officio Technology Partner, the person serving in this position will make recommendations on potential successors. The nominations committee will identify the nominated candidates that shall appear on the official ballot which will be distributed to the Technology Partner members. The candidate that receives the majority of votes from those Technology Partners eligible to vote who respond shall be declared elected.
Section 12 - Vacancies
If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board.
Section 13 - Meetings of the Board of Directors
The Board of Directors meets at least annually at whatever time and place it selects either inside or outside the State of Georgia. The presence of a majority of members of the Board of Directors constitutes a quorum for the transaction of the business of the WCMA; and any such business thus transacted shall be valid, providing it is affirmatively passed upon by a majority of those present. Regular meetings of the Board may be held without notice of the date, time, place and purpose of the meeting. Meetings may take place in person or via conference call so long as all directors participating may simultaneously hear each other during the meeting.
Section 14 - Indemnification
WCMA shall indemnify all officers, employees, and agents of the WCMA to the full extent permitted by the State of Georgia and any applicable laws in other states, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the executive committee of the WCMA
Section 15 - Removal of Board Members
The WCMA Board of Directors may remove an officer or director with or without cause at any time by a vote of two-thirds of the directors then in office for the removal of a director, and by a simple majority of directors then in office for the removal of an officer.
Section 1 Committees and task forces may be established from time to time as appropriate and approved by the Board of Directors. A chairperson of each committee/task force shall be appointed by the president and shall be responsible to the board of directors.
Section 2 The chairperson of each committee/task force shall preside at all committee meetings and shall render a report to the Board of Directors at least annually.
Section 3 The board shall define the function and activities of each committee or task force.
Section 1 Proposed amendments to these Bylaws will be developed by the Board of Directors.
Section 2 Any amendment must be approved by two-thirds (2/3) majority of those voting at a regular Board of Directors meeting before it may be presented to the membership for approval, unless the Board elects, because of a conflict of interest or other special circumstances, to make no recommendation and communicates the basis for its election to the members with their amendment.
Section 3 Upon approval of the Board of Directors as provided herein, proposed amendments to the Bylaws will be distributed to the membership thirty (30) days prior to a vote, and any meeting notice must state that one of the purposes of the meeting is to consider the proposed amendment. If the amendment is submitted to the members for approval by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment. An official ballot will be distributed to the members who will cast a vote to either approve or disapprove the changes. In the event of a quorum as described in Article II, Section 13 above, the amendment shall pass if a quorum exists and if two-thirds of the votes cast from those members entitled to vote and responding approve its passage. The proposed amendment shall become effective immediately upon passage unless otherwise provided.
Section 1 WCMA shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the WCMA. On dissolution of the WCMA, any funds remaining after paying all liabilities and obligations of the WCMA shall be distributed to one or more regularly organized and qualified charitable, education, scientific, or philanthropic organizations to be selected by the Board of Directors. All other provisions and requirements of dissolution shall be adopted by the WCMA in a plan of dissolution in the event it begins the process of dissolution.
As amended December 11, 2014