Southeastern Shoe Travelers By-Laws - The Atlanta Shoe Market

CONSTITUTION AND BY-LAWS SOUTHEASTERN SHOE TRAVELERS INC.

ARTICLE I – NAME

Section 1. The name of the Association shall be: “SOUTHEASTERN SHOE TRAVELERS, INC.” herein referred to as the “Association”.

ARTICLE II – LOCATION AND OBJECTIVES

Section 1. Principal Office
The principal office of the Association shall be in the City of Atlanta, Georgia, with the right vested in the Board of Directors to establish branch offices or to move the principal office to any location within the State of Georgia.

Section 2. Purposes The purposes of the Association shall be:
1. To promote the best interests and the welfare of its members.
2. To encourage a spirit of cooperation among those engaged in the distribution of shoes and kindred merchandise.
3. To sponsor, conduct, advertise and promote markets at appropriate times.
4. To promote a high standard of ethics, better business methods and trade practices.
5. To give support to measures that are fair, reasonable and equitable to the interests and welfare of its members and to oppose practices by salesman and employers, which are unfair, unreasonable or unethical.
6. To promote good fellowship among the salesmen and the firms they represent.
7. To exchange and disseminate pertinent information, ideas, plans and programs, helpful to its members.
8. To generally foster cordial relationships between manufacturers, retailers and salesmen in the shoe industry and related fields.

ARTICLE III – MEMBERSHIP

Section 1. Membership Classes There will be three classes of membership in the Association, as follows:

Section 2. Voting
Each active member who has paid his dues and all other assessments and is in good standing in the Association, shall be qualified to hold or to serve on the Board of Directors; voting shall be by active members in person, and there shall be no proxies.

Section 3. Termination of Membership and Resignation
Membership in the Association shall terminate by death or voluntary withdrawal as herein provided, or otherwise in pursuance of these By-Laws. Any member in good standing may withdraw from the Association without prejudice, by giving notice to the Managing Director and paying dues, assessments or other obligations due at the time of said notice. Having complied with the foregoing, the Managing Director is authorized to grant approval. Should the member requesting withdrawal not be in good standing, the request shall be referred to the Board of Directors for action.

Section 4. Suspension and Expulsion
Any member may be suspended or his membership terminated for cause. The Board of Directors shall have power to suspend a member or to terminate his membership for the violation of any By-Law or violation of any of the Rules and Regulations of the Association, which have been adopted by the Board of Directors. Any suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors, provided that a statement of charges against said member shall have been mailed by registered mail to the last recorded address of the member at least ten (10) days before final action is taken thereon. Said statement shall be accompanied by a notice of the time and place of a meeting of the Board of Directors and shall set out charges against said member: at said meeting the member so notified shall have an opportunity to appear in person or by representative and present any defense to such charges before action is taken.

Section 5. Dues and Fees
“Member in Good Standing”, as used in this Constitution and By-Laws, shall mean a member whose entrance fee, annual dues, exhibition fee and other charge and/or assessment at the time and in the amount prescribed by the Board of Directors, have been paid.

Section 6. Checking out of show room
Any exhibitor checking out of their show room or space before the official posted closing hour without prior written consent of the Ethics Committee shall be penalized as follows:
First offense ONE HUNDRED DOLLARS ($100). For any subsequent offense an extra ONE HUNDRED DOLLARS ($100) will be added each succeeding time. In addition to this fine, seniority in rooming will be lost in the next market. The total fine must be paid before that member can register for the next market.

ARTICLE IV – MEETINGS

Section 1. Annual Meeting
The annual meeting of the membership shall be conducted during the Spring Market of each year in conjunction with any market, show, fair or convention sponsored by the Association. A member will be awarded one (1) point for each time he/she attends an annual meeting.

Section 2. Voting
Written notice of time and place of the annual meeting shall be given to all members by United States mail at least (10) days prior to said meeting.

Section 3. Quorom
A quorum for the transaction of business at any annual meeting shall consist of twenty five percent (25%) of the members in good standing registered for the market, show, fair, or convention then being sponsored by the Association.

Section 4. Committee of The Whole
Following due notice of an annual meeting, if it is determined that quorum is not present, the President or presiding officer may, with the unanimous consent of the Board of Directors then present, convene those answering the call to a Committee of the Whole, which committee may then transact any and all business, including the election of officers, which may have properly come before the annual meeting.

Section 5. Special Meeting
Special meetings may be called by a majority of the Board of Directors or upon petition of fifty-one per cent (51%) of the members in good standing, which petition shall state the matters to be considered at such meeting. Written notice of time and place for special meetings shall be given by United States mail to the members at least fifteen (15) days prior to said meetings and such notice shall state the specific business to be transacted thereafter, and the business conducted shall be limited to the description in the notice. A quorum at a special meeting shall consist of twenty five per cent (25%) of active members in good standing.

ARTICLE V – OFFICERS

Section 1. When and How Elected
The Officers of the Association shall be a President, Vice President, Treasury and Secretary, who shall be elected by majority vote at each annual meeting and who shall serve for a one (1) year term or until their successors are elected. Nominations of Officers shall be made by the Nominating Committee and from the floor of the Annual Meeting.

Section 2. Duties of President
The President shall be the executive officer of the Association and shall be a member ex-officio, with the right to vote, on all committees other than the Nominating Committee. He shall, at the annual meeting of the Association and at such other time as he shall deem proper, communicate to the Association or to the Board of Directors, such matters, and make such suggestions as may, in his opinion, tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are incident to the office of the President of the Association, or as may be prescribed by the Board of Directors.

Section 3. Duties of Vice President
In case of death or absence of the President or of his inability from any cause to act, the Vice President shall perform, for the time being, the duties of the President’s office, and shall perform such other duties as are incident to the office of the Vice President, or as may be prescribed by the Board of Directors.

Section 4. Duties of Treasurer
The Treasurer shall have custody of all financial records of the Association and assist the Managing Director in the financial affairs of the Association and shall at the annual meeting, or at other times requested by the President, render an itemized account of all receipts, disbursements, assets and liabilities of the Association. The Treasurer in conjunction with the Financial Committee shall prepare and submit an annual budget to the Board of Directors for approval.

Section 5. Duties of Secretary
The Secretary shall keep or cause to be kept a record of the proceedings of all meetings, issue or cause to be issued all notices of meetings and maintain actual or constructive custody of all books and papers of the Association, other than financial records.

ARTICLE VI – BOARD OF DIRECTORS

Section 1. Composition, Nomination and Election
The Board shall consist of the four (4) Officers of the Association elected for a one (1) year term, ten (10) Directors elected for two (2) year terms and a Board Chairman. The terms of the elected Directors shall be so staggered that five (5) elected Directors shall be selected by majority ballot at each annual meeting. Nomination of Directors shall be made by the Nominating Committee and from the floor at the annual meeting.

Section 2. Chairman of the Board
The retiring President shall serve as Chairman of the Board of Directors. In the event the retiring President is unable to so serve, the President of the Association shall serve as Chairman of the Board of Directors. The Chairman of the Board shall act in an advisory capacity only at the Discretion of the President.

ARTICLE VII – CONTRACTS, EXPENDITURES AND LIABILITIES

Section 1. Contracts
No binding contracts made or entered into by any of the officers, Directors or members of this Association shall be valid without the previous authorization or subsequent ratification of the Board of Directors, except as provided in Section 2 of this Article.

Section 2. Expenditures
There shall be no expenditures of any type by any of the officers, directors or members of this Association unless said expenditures have been presented to and approved by the Board of Directors through the annual budget. Any expenditure that exceed the budget or any expenditure omitted from the budget may not be spent without prior approval of the Board

Section 3. Liability for Debts of the Association
No member, officer or full-time employee of the Association shall be liable to any extent whatsoever for any of the obligations, torts or debts of the Association in the absence of fraud.

ARTICLE VIII – MANAGING DIRECTOR

Section 1. Employment of
The Board of Directors are authorized to employ or otherwise retain the full or part-time service of a Managing Director and to delegate or withhold such powers and duties to the Managing Director as the Board may deem appropriate.

Section 2. Control of
The Managing Director shall be governed exclusively by the Board of Directors with the exception of his/her salary, which shall be determined by the Officers. The Managing Director shall at all times be accountable to the Board of Directors and to the officers of the Association.

Section 3. Checks and Bonds
Subject to the delegation of authority by the Board of Directors, the Managing Director may individually or in conjunction with any duly authorized officer or officers of the Association sign or endorse checks or other negotiable instruments in behalf of the Association, for deposit to the Association, provided that any and all persons so authorized shall post, at the expense of the Association, good and sufficient bond in a sum of not less than TWO THOUSAND DOLLARS ($2,000.00) or such higher amount as may be set by the Board of Directors.

ARTICLE IX – STANDING COMMITTEES

Section 1. Entertainment Committee
The Entertainment Committee shall consist of and not exceed five (5) members to be appointed by the President.

Section 2. Publicity Committee
The Publicity Committee shall consist of and not exceed five (5) members to be appointed by the President.

Section 3. Membership Committee
The Membership Committee shall consist of the Board of Directors and said Membership Committee shall be responsible for the development of the membership of the Association; but in the discretion of the Board of Directors, the said Board of Directors may appoint a sub-membership committee to act on membership matters.

Section 4. Finance Committee
The Finance Committee shall consist of and not exceed five (5) members to be appointed by the President. The Treasurer shall be Chairman of this committee.

Section 5. Legislative Constitution and By-Laws Committee
There shall be a Legislative, Constitution and By-Laws Committee to be appointed by the President, which shall not exceed five (5) members, which shall be responsible for the maintenance and interpretation of the Constitution and By-Laws, subject to the approval of the Board of Directors.

Section 6. Rooming Committee
There shall be a Rooming Committee consisting of not less than three (3) members and not exceeding five (5) members to be appointed by the President. Consistent with the practice of rooming by category, the Rooming Committee shall at all times attempt to provide for preferences by seniority. Room Assignments cannot be shared, sub-leased, or donated by assignee without prior approval of Rooming Committee.

Section 7. Guide Committee
There shall be a Guide Committee consisting of not less than three (3) members and shall not exceed five (5) members to be appointed by the President.

Section 8. Ethics Committee
There shall be a Guide Committee consisting of not less than three (3) members and shall not exceed five (5) members to be appointed by the President.

Section 9. Additional Committees
The President shall be empowered to appoint a chairman and such members of additional committees as he may deem necessary to carry out the purposes and functions of the Association. This committee shall not exceed five (5) members.

Section 10. Nominating Committees
There shall be a Nominating Committee consisting of not less than five (5) members. The immediate Past President shall serve as Chairman and the Vice President shall be a member. The President shall appoint the remaining members of the Committee. With the exception of the Officers no member of the Nominating Committee shall be presented as a candidate for Director.

Section 11. Committee Chairman
The Chairman of each committee shall be appointed by the President and each Chairman shall be a member of the Board of Directors.

Section 11. Power to Revoke Committees
All committees shall serve for the ensuing year, or until the appointment of their successors. Where the Board of Directors has appointed a committee, they shall have the power and authority to revoke the appointment of the entire committee or any member thereof. Where the President has appointed a committee, he shall have the power and authority to revoke the appointment of the entire committee or any member thereof. In the event of a revocation by either the President or the Board of Directors of a Standing Committee or a member thereof, then a successor committee or successor member shall be immediately appointed by the appropriate appointing authority.

ARTICLE X – RECALL OF DIRECTORS OR OFFICERS

Section 1. Recall of Directors
At any meeting of the Association, regular or special, any Director may, for cause, be removed from office upon affirmative vote of twenty-five percent (25%) of all members in good standing of the Association.

Section 2. Recall of Officers
At any meeting of the Association, regular or special, any officer may be removed from office upon affirmative vote of twenty-five percent (25%) of all the members in good standing of the Association.

ARTICLE XI – ORDER OF BUSINESS

Section 1. Order of Business The order of the business for all meetings of the Association, Board of Directors and all committees, shall be as follows:
1. One.Call to order
2. Action on minutes
3. Financial reports
4. Election of Officers and Directors when appropriate under this Constitution and By-Laws
5. Receiving of communications
6. Report of officers
7. Report of committees
8. Unfinished business
9. New business
10. Adjournment
Any question as to priority of business shall be decided by the President or the Chairman of the meeting without debate.

Section 2. Alteration
The order of business may be altered at the discretion of the Chair or suspended by a majority vote of the members present and voting.

Section 2. Robert’s Rules
In situations covered by the Constitution or By-Laws, the most current edition of Robert’s Rules of Parliamentary Procedure will govern

ARTICLE XII – AMENDMENTS

The Constitution and By-Laws of the Association may be amended at any duly constituted meeting of the membership by the affirmative action of two-thirds (2/3) of those present and voting: provided the notice and call for such meeting shall include the proposed amendment or amendments in their entirety.

ARTICLE XIII – DISSOLUTION OF CORPORATION

Upon due notice of having been given to each member in good standing, stating in said notice that the meeting is called for the special purpose of voting on a motion to dissolve the Corporation and distribute its assets, a motion duly made and seconded shall be voted whether this Corporation shall be dissolved. If it shall be determined that this Corporation shall be dissolved, all funds in the possession of this Corporation shall be distributed to organized charities as determined by the Board of Directors.

ARTICLE XIV – INDEMNIFICATION AND INSURANCE

Section 1. Indemnification
In the event that any person who was or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, seeks indemnification from the corporation against expenses, including attorneys’ fees (and in the case of actions other than those by or in the right of the corporation, judgments, fines and amounts paid in settlement), actually and reasonably incurred by him or her in connection with such action, suit or proceeding by reason of the fact that such person is or was a trustee, officer, employee, director, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the corporation shall determine, or cause to be determined, in the manner provided under Georgia law whether or not indemnification is proper under the circumstances because the person claiming such indemnification has met the application standards of conduct set forth in Georgia law; and, to the extent it so determined that such indemnification is proper, the person claiming such indemnification is proper, the person claiming such indemnification shall be indemnified to the fullest extent now or hereafter permitted by Georgia law.

Section 2. Indemnification Not Exclusive or Other Rights
The indemnification provided in Section 1 above shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the articles of incorporation or By-Laws, or any agreement, vote of members or disinterested trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a trustee, officer, employee, director, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 3. Insurance
To the extent permitted by Georgia law, the corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, director, or agent of the corporation, or is or was serving at the request of the corporation as a trustee, officer, employee, director, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise.

Section 4. Notices
If any expenses or other amounts are paid under the provisions of this Article, whether by action of the Board of Directors, court order or an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall send by first class mail to its members of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation. This notice is to be sent with the notice of the first regular election of the directors that follows the payment.

Section 5. Legal Fees & Expenses
If a Member files a lawsuit and the lawsuit is dismissed with or without prejudice or results in a final judgment or verdict for SEST, or a SEST director, employee or officer (collectively and individually “Defendants”), as a party thereto, the Member bringing the lawsuit as a party plaintiff shall be liable for the Defendants’ court costs, legal fees and expenses and other costs in connection therewith including the cost of collection, if any (collectively, “legal costs”). If the Member plaintiff fails to pay the legal costs to the Defendant(s) within 10 days following demand therefore, the Member’s Membership shall be deemed automatically revoked.