Bylaws
of the
NATIONAL ASSOCIATION OF PRESORT MAILERS
Adopted at the Winter Meeting
Sanibel Harbour Resort and Spa
March 6, 1999

Section 1  Eligibility:

Membership in the Association is open to all firms, corporations or individuals who are engaged in presort operations or other work sharing programs offered by the USPS or are interested in the advancement of the presort industry.

Section 2   Member Categories:

The Association shall have three (3) categories of members: Presort, Vendor, and Contributing.

Presort members shall be those firms, corporations or individuals that regularly submit presorted mail to the USPS. The Designated Representative or, in his or her absence, a designated Alternate of a Presort member in good standing is entitled to a vote on each matter submitted to a vote of the voting members.  A Presort member’s Designated Representative may also serve as an officer of the Association.

Vendor Members shall be those firms, corporations or individuals who provide goods or services to the presort mailing industry and support the presort mailing industry and this Association.  A vendor member’s Designated Representative, or Alternate, has the same voting privileges as a Presort Member’s Designated Representative or Alternate.  Vendor members shall have the opportunity to promote their goods and service to the members at meetings of the members and via other methods provided from time to time by the Association.  Non-vendor members shall not be allowed the same opportunities.

Contributing members shall be those firms, corporations, or individuals who are interested in the advancement of the presort industry and support the Association in meeting its purpose and objectives but do not either provide goods or services to the presort industry or regularly enter presorted mail with the USPS.  Contributing members do not have voting privileges and are not eligible for election to the Board of Directors or as officers of the Association.

All members will be represented by the Association and will be kept informed on the activities of the Association and developments in the presort industry.

Section 3  Mail Voting:

Whenever, in the judgement of the Board of Directors, a matter arises between general membership meetings that requires a referendum of the voting members, such a vote shall be solicited by mail.  A majority of the votes received within twenty-one (21) days after the date of mailing shall constitute a resolution of the matter provided that at least twenty-five percent (25%) of the members in good standing vote.

Section 4  Applications:

Applications for membership shall be reviewed by the Chair of the Membership Committee for determination of eligibility and membership category.  If there is a question regarding the eligibility of the applicant for the membership sought or the appropriate category of membership, the application will be forwarded to the Board of Directors via the Executive Director for review and disposition.  The decision of the Board of Directors as to acceptance, rejection and category of membership will be final.

 Firms, corporations, or individuals qualifying for more than one category of membership may maintain membership in each membership category for which they qualify: Presort, Vendor or Contributing.

Section 5 Designated Representatives and Alternates and Voting:

 Each voting member shall designate an individual as its Designated Representative and may designate an Alternate to serve as the member’s Designated Representative in the absence of the Designated Representative.  A member may change its Designated Representative or Alternate at any time by notifying the Secretary of the appointment of a new Designated Representative or Alternate.

Any individual or firm providing presort mail services in more than one location may (1) combine the volume of mail presorted in all locations and pay dues based on the combined mail volume from all locations or (2) take out separate memberships for each location and pay dues for each location based upon the volume of each location separately.  The Designated Representative of an individual or firm that elects the first option shall, if the member is in good standing, be entitle to one vote on each matter submitted to a vote of the members. The Designated Representative of an individual or firm that elects the second option shall be entitled a separate vote for each member in good standing he or she represents. The dues established from time to time by the Board may include a per site fee in addition to dues based on mail volume.

Voting members in good standing may vote at member meetings by proxy.

Section 6  Resignation and Termination:

Members of the Association may resign at any time by submitting a resignation in writing to the Board of Directors via the Executive Director.  In such a case, there shall be no rebate of the membership dues or assessments paid to date.

The membership of a member may be terminated by the Association for failure to maintain eligibility, failure to uphold the standards established by the Association, conviction of a felony, or any actions which bring discredit upon the Association or its membership.  The termination of a membership by the Association requires the affirmative vote of two-thirds of the Board of Directors after the member has been notified of the reason(s) for the proposed termination and afforded a reasonable opportunity for a hearing before the Board.

ARTICLE III

MEETINGS OF THE GENERAL MEMBERSHIP

Section 1           Meetings:

At least one business meeting of the Association shall be held each year.  However, whenever practical, there shall be two general business meetings of members each year.  One of those meetings, referred hereafter as the Annual Meeting, will be held in the Summer or Fall.  The second meeting, referred to hereafter as the “Winter Meeting,” will be held in the Winter or Spring.  At least one of these two meetings shall, if practical, be held in conjunction with a National Postal Forum. 

The election of voting members or the Designated Representatives of voting members to the Board of Directors shall take place each year at the Annual Meeting.

Reports of the Treasurer, Secretary, and committee chairs shall be presented at all general meetings of the members.

Section 2  Notice of Membership Meetings and Attendance:

 Notice of the date, time and place of all general membership meetings shall be sent to each member at least fourteen days in advance of the meeting date.  While such announcements may be addressed to the entire membership only the Designated Representative, Alternate and the officers, employees and agents of members in good standing who are registered as attendees at a meeting may attend a meeting.

Section 3  Quorum:

Twenty-five (25) percent of the voting membership present in person or by proxy at a general membership meeting shall constitute a quorum.

ARTICLE IV

BOARD DIRECTORS

Section 1  Election of Directors:

Thirty days prior to the date of the Annual Meeting, the Secretary will send, or cause to be sent, to the Designated Representative of each voting member in good standing, a ballot listing the qualified individuals who have been nominated by the Nominating Committee or who have indicated to the Secretary their desire to stand for election to the Board of Directors at the next Annual Meeting.  The Designated Representative of the member may sign and return this ballot to the Secretary on or before the date and time indicated in the ballot as the date and time by which he or she must receive such mail ballots.  The date and time for the return of mail ballots shall not be less than two weeks from the date the mail ballots are mailed.  At the Annual Meeting, additional ballots shall be distributed to the Designated Representative or, in his or her absence, the designated Alternate of each member whose Designated Representative or Alternate is registered for and in attendance at the Annual Meeting when the election is held.  If a Designated Representative or Alternate of a member is registered for and attends the Annual Meeting, he or she must request the return of the mail ballot, if any, submitted by that member’s Designated Representative in order to be entitled to vote for directors at the Meeting.  Thus, mail ballots must be returned in envelopes that identify the voting member.

The three individuals receiving the largest number of votes cast, both at the meeting and before it by mail ballot, shall be elected as directors for a term of three years or until a successor is elected, effective immediately. 

Section 2  Board Size and Term:

The Board of Directors shall consist of ten (10) members, nine (9) of whom (the “Elected Directors”) shall be elected by the voting membership. Elected Directors shall serve terms of three years or until a successor is elected.  The terms of the Directors shall be staggered so that three (3) of the nine elected directors are elected each year.

The Executive Director of the Association shall be a non-voting, ex officio, member of the Board of Directors.

Nominations to the Board of Directors shall be made by a Nominating Committee established by the Board of Directors for the purpose of presenting a list of candidates for consideration by the voting.  Additional nominations shall be solicited from the floor at the scheduled annual meeting.

Section 3  Fiscal Year:

The Association’s fiscal year shall be from January 1 through the last day of December of each year.  However, the fiscal year may be changed by action of the Board of Directors.

Section 4  Vacancies on the Board of Directors:

Vacancies on the Board, whether by death, resignation or otherwise, shall be filled by the Board of Directors. Any person elected to fill a vacancy shall complete the term of the Director replaced.

Section 5 Qualifications:

 Other than the Executive Director, only individual voting members in good standing or Designated Representatives of voting members in good standing may serve as Directors.

Section 6  Governing Body:

The affairs of this Association shall be managed by or under the direction of its Board of Directors.  Directors, other than the Executive Director, need not be residents of Ohio but, except for the Executive Director, must be voting members or the Designated Representative of a voting member of this Association.

Section 7  Responsibilities:

The Board of Directors may enlarge or decrease the duties of any of the named officers and committee chairs and shall require such performance, reports, statements and audits as in its judgment may be in the best interests of the Association. The Board may discharge or remove any, officer other than the Executive Director, for any reason considered by the Board as adequate for such discharge but only after providing notice of the reasons and an opportunity for the officer to appear and present a response.

Section 8  Appointment of the Executive Director:

The Board of Directors shall have the authority to appoint an Executive Director and to authorize the Executive Director to employ others to conduct the business of the Association and to promote the purposes and objectives of the Association for the benefit of the entire membership.  The Board may, by the affirmative vote of two-thirds of its authorized members, discharge or remove the Executive Director for any reason considered by the Board as adequate for such discharge but only after providing notice of the reasons and an opportunity for the Executive Director to appear at a meeting and present a response.

Section 9  Compensation:

The Board of Directors shall determine compensation to be paid to the Executive Director.

The compensation, if any, to be paid to elected officers of the Association other than the Executive Director shall be determined by the members.  However, the Board shall reimburse all reasonable expenses actually incurred by the Executive Director and may reimburse reasonable expenses actually incurred by other elected officers in the performance of the officer’s duties, or by a member or a member's Designated Representative or Alternate performing services for the Association at the request of the Board.

The compensation of employees, agents and consultants other than the Executive Director, elected officers, or members or the Designated Representatives of members performing services for the Association at the request of the Board, shall be set by the Executive Director who shall keep the Board informed thereof.

Section 10  Committees:

The Board of Directors shall create such committees as it deems necessary, whether standing or otherwise, and delegate to such committees the authority to perform their assignments or request performance of such duties as are, in the best judgment of the Directors, necessary or convenient to the proper functioning of the Association.  The majority of the members of any committee must be the Designated Representatives of voting members.

Section 11  Meetings of the Directors:

All meetings of the Board, except the closed meeting during the Annual Meeting where the election of officers shall be the only item of business, shall adhere to the order of business set out in Robert's Rules of Order Newly Revised unless the order of business is suspended or altered by a majority of the Directors. Other meetings of the Board of Directors may be called as determined by the President or the Executive Director or any three Directors in order to conduct the affairs of the Association.  The person or persons calling each meeting shall give the other Directors reasonable notice of the time, date and place of such meetings by mail, fax, e-mail or phone which shall reflect a serious effort to secure the maximum participation reasonably practical.

All meetings of the Board, other than the meeting during the Annual Meeting at which Officers are elected and appropriate executive sessions, shall be open to the Designated Representatives of voting members in good standing provided, however, that they give reasonable notice of their intention to attend a meeting and, if the meeting is held over dinner, each attending Designated Representative pays for his or her own dinner.

Section 12  Presiding Officers:

The President, or in the President’s absence, the First Vice President or, in the absence of the President and the First Vice President, the Second Vice President shall preside at all meetings of members and the Board of Directors.

Section 13  Non-compensation:

Members of the Association or their any Designated Representatives may be reimbursed the reasonable expenses actually incurred while conducting the business of the Association. The Association may also pay the reasonable costs of food and beverages provided during meetings of the Board.

ARTICLE V

ELECTED OFFICERS

Section 1   Terms:

The Elected Officers shall take office immediately following election and shall be eligible for reelection. Vacancies shall be filled by the Board of Directors. The person or persons elected shall serve the remainder of the term of the officer they replaced.
 

Section 2  Eligibility:

Only members of the Board of Directors may serve as Officers.

Section 3  President:

The President shall preside at all meetings of the members and of the Board of Directors and perform such other duties as are assigned by the Board of Directors.

Section 4  First and Second Vice Presidents:

The First and Second Vice Presidents shall be available to the Association in the event the President is unable to fulfill his or her responsibilities.  The First Vice President shall, in the absence of the President, perform all duties of the President. The Second Vice President shall also provide assistance and support to the President and the First Vice President.

Section 5  Secretary:

The secretary shall maintain, or cause to be maintained, a roster of the members in the appropriate category.  The Secretary shall communicate with the membership at the direction of the President and the Board of Directors.  She or he will coordinate with the Executive Director to insure the conduct of all necessary correspondence of the Association.  The Secretary shall also keep records of all proceedings at Board of Directors and membership meetings and shall send or cause to be sent copies of the minutes of such meeting to the members.

Section 6  Treasurer:

The Treasurer shall receive and disburse all funds of the Association and maintain an accounting of all funds of the Association.  All of the Association’s funds shall be deposited in one or more financial institutions approved by the Board of Directors. The Treasurer shall be responsible for the collection of membership dues and any special assessments, and the disbursement of the expenses of the Association.  He or she shall prepare, or cause to be prepared, an annual financial report for presentation to the membership at an annual meeting.

Section 7  Executive Director:

The Executive Director shall be the Chief Executive Officer of the Association and shall represent the Association on a day-to-day basis in achieving the objectives of the Association. He or she shall: (a) coordinate and provide the membership with information on all matters pertaining to and affecting the welfare and conduct of presort mailers; (b) actively promote the aims and purposes of the Association for the benefit of the membership; (c) keep the Directors informed on all matters pertaining to the Association and (d) represent the Association at any and all functions, legal, or governmental or at any facility of the USPS.

The Executive Director serves at the pleasure of the Board of Directors and shall cause the Association through its Board of Directors to meet all requirements of both Federal and State governments with respect to in organization and operation.

ARTICLE VI

LIABILITY OF DIRECTORS, OFFICERS AND MEMBERS

Section 1  Liability:

This Association is founded on the principle of mutual trust among its members who are actively engaged in like pursuits and interests.  However, no member or officer shall be held liable for the acts of or failure to act on the part of any other member or officer of the Association.  No Director or Officer shall use his or her position as a Director or Officer of the Association for furtherance of personal, organizational or corporate gain, or make reference to use his or her position as a Director or Officer of the Association in sales efforts. 

ARTICLE VII

FUNDS

Section 1  Expending Funds:

All funds of the Association shall be expended only for the purpose for which the Association was founded and for the expenses incurred by the Executive Director in the administration and operation of the Association.

ARTICLE VIII

DUES and ASSESSMENTS

Section 1  Dues and Special Assessments:

Annual dues for each category of members shall be determined from time to time by the Board of Directors.  When the needs of the Association require additional funds such as during postal rate of classification cases the Board of Directors is empowered to levy an assessment to each voting member.  Special Assessments are payable upon receipt of a statement prepared and forwarded by the Treasurer.  The Board may also solicit additional contributions from contributing members when special assessments are levied on voting members.

Section 2  Payment of Dues:

All dues shall be paid on a calendar year basis as follows:

Statement for the next year’s dues will be mailed on or about November 1^st and payments tendered in the month November are subject to a two percent (2%) discount.  Payments tendered in the month of December are subject to a one percent (1%) discount.  Payments tendered in the month of January receive no discount.  Unless a member informs the Executive Director prior to the beginning of the year that it will pay its dues in equal quarterly installments and has paid the first of those installments on or before January 1, payments of dues made between February 1^st and April 30^th will be subject to a late payment service charge at the rate of one percent (1%) per month.  Failure to tender payment by the end of this three-month period or by May 1^st will constitute suspension of membership in the Association and the right of the Designated Representative of the delinquent member to remain on the Board of Directors unless the member informed the Executive Director that the member would pay dues in equal quarterly installments and has paid the first two installments.  Failure to tender payment of dues and late payment service charges by July 1^st shall constitute termination of membership and result in a total loss of all privileges, benefits, rights and assets, unless the member informed the Executive Director that the member would pay dues in equal quarterly installments and pays each such quarterly installment on or before the beginning of each calendar quarter.

ARTICLE IX

PUBLIC RELEASE OF INFORMATION

Section 1  Release of Information:

Any public release of information regarding the Association, its membership, or its activities shall be coordinated with the Executive Director and shall only list the official address of the Association or any address that cannot be related to any specific member.  With the exception of the Association’s own newsletter and other internal communications media, any reference in any public or private release of information by this Association which refers to a specific member shall require the advance approval of the Board of Directors.

ARTICLE X

USE OF NAME, ACRONYM AND LOGO

Section 1 Use of name, acronym and logo:

Members in good standing shall have the right to use to name and logo of the Association to the extent permitted by the Board of Directors under the terms and conditions promulgated from time to time by it.

ARTICLE XI

CODE OF ETHICS

Section 1 Preamble: Inherent in any code of ethics are basic high ethical principles, which are to be reflected in actions, attitude and motivations, and which have honesty as their basis.  These transcend laws and regulations.  Implied in each code of ethics is also, though as a secondary provision, a sense of loyalty to others in the same profession.

Section 2  Code of Professional Ethics:

The following code of ethics are basic tenets which can be expanded in time:

a.       To provide quality services that are in the best interest of presort mailers and the USPS.
b.       To consistently operate and encourage other members and mailers alike to operate in accordance with the highest ethical standards of business practice.
c.       To maintain the confidentiality of privileged information.
d.       To maintain a thorough knowledge of the rules and regulations and procedures related to the presort industry.
e.       To comply and promote compliance with all the rules and regulations pertaining to the processing of presorted mail.
f.        To participate in the activities of this Association by contributing ideas, thoughts, experience and observations which can benefit members and strengthen the Association’s objectives.
g.       To avoid activities which constitute a real or perceived conflict of interest, or detract from the integrity and professionalism of the presort industry.

ARTICLE XII

AMENDMENTS

Section 1  Amendments:

These Bylaws may be amended, repealed or revised, in whole or in part, by a majority vote of the voting members at any meeting or by mail vote by the voting membership upon at least twenty-one days notice.

ARTICLE XIII

PARLAIMENTARY AUTHORITY

Section 1  Parliamentary Authority:

All meetings of the Association, its members, its Board of Directors and its committees shall be conducted in accordance with the most current edition of Robert’s Rules of Order published by Scott, Foresman and Company or its successor.

ARTICLE XIV

NOTICE

Section 1  Notice:

Any notice required to be sent to Directors or members by law, the Articles of Incorporation, this “Code of Regulations” (Bylaws), or a resolution adopted by the members or by the Board of Directors shall unless otherwise provided in the Articles of Incorporation or this Code of Regulations be sent at least fourteen days prior to the date of the meeting or event being noticed or to the Directors or to the Designated Representatives of the members as the case may be at the last address on file with the Secretary. 

Notice shall be deemed sent when deposited in the United States mail with postage prepaid addressed to the person entitled to receive such notice at the address on file with the Secretary or when sent by any other means reasonably calculated and actually intended to give actual notice to the person entitled thereto including, without limitation by virtue of enumeration, telegraph, facsimile transmission, or private express delivery service with all charges prepaid to the address on file with the Secretary.