Code of Regulations
By-Laws
(Insert Name) Chapter
National Tooling & Machining Association
(A Non-Profit (Insert State) Corporation)
Article I. Name and Location
Section 1.01 The name of this Chapter shall be the (Insert Name) CHAPTER, NATIONAL TOOLING AND MACHINING ASSOCIATION.
Section 1.02 The geographical territory covered by this Chapter shall be designated by the National Tooling and Machining Association, pursuant to its Code of Regulations.
Section 1.03 The principal office of this Chapter shall be located within the geographical territory. The Chapter may establish such other offices as determined by the Board of Directors.
Article II. Definitions
Section 2.01 “NTMA” wherever used herein shall mean the National Tooling and Machining Association, the national non-profit organization of which this organization is a Chapter.
Section 2.02 An “accredited representative” of a Regular Member must be an owner, manager or responsible executive of a Regular Member who is authorized to represent the member in all proper deliberations and actions of this Chapter.
Section 2.03 The term “Chapter” wherever used herein shall mean the non-profit organization specified in Article I, Section 1.01.
Article III. Purpose
Section 3.01 The purpose of this Chapter is to promote, by any lawful means, the Mission, Vision, and Values of the NTMA; and, in doing so, to originate, promote or take part in any lawful movement or enterprise which, in the judgment of the Board of Trustees of the NTMA, will tend to preserve and promote the best interests of the citizens of the United States of America, the American system of free enterprise and the persons, firms and corporations interested in the Mission, Vision and Values of the NTMA.
Article IV. Membership
Section 4.01 Regular Members. Any proprietorship, partnership, corporation or other business entity in the United States of America accepting the NTMA’s Mission, Vision, and Values and primarily engaged in precision custom manufacturing, through tooling or machining, is eligible to become a Regular Member, provided that such individual, firm, corporation or business entity is a member in good standing of the NTMA. For purposes of this paragraph, “precision custom manufacturing” is defined to include companies engaged in:
· Additive machining/manufacturing
· Design
· Die building
· Die building and production
· Mold building
· Mold building and production
· Precision fabricating
· Precision machining
· Rapid prototyping
· Special tooling
· Special tooling and production
· Special machine building
· Special machine building and production
· Such other activities as may be approved by the Board of Trustees of the NTMA.
Section 4.02 Past Service Members. Any former owner, officer, employee, or widow/widower of any former owner, officer, or employee not active in the management of a member company or of a former member company shall be eligible to become a past service member of this Chapter, provided that the company was a regular member of the Chapter in good standing for at least three years and still was a member of the Chapter in good standing at the time of retirement from the company, or the company’s withdrawal from the industry. Such eligibility shall remain in effect up to or until such individual is employed in a member company or a company eligible for membership in the Chapter. Notwithstanding the above, all past Presidents of the Board of Directors shall be eligible for the past service membership category. Past service members shall have all the privileges of Regular Members except those of voting, holding elective office, attendance at closed sessions, and the right to confidential information.
Section 4.03 Associate Members. Any proprietorship, partnership, corporation, or other business entity serving the Chapter’s geographical territory and regularly engaged in providing materials, services or supplies to the Industry shall be eligible to become an Associate Member. No person, firm, or corporation who is eligible for membership as a Regular Member shall be eligible for Associate Membership. Associate Members shall have all the privileges of Regular Members except those of voting, holding elective office, attendance at closed sessions, and the right to confidential information. The total number of Associate Members may not exceed 50% of the total number of Regular Members.
Section 4.04 Academic Memberships.
A. Students enrolled in metalworking and technological institutions such as colleges, universities, career technical education programs, or formal online training programs are eligible for individual student memberships.
B. Individual Educators employed in metalworking and technological institutions such as colleges, universities, career technical education programs, or formal online training programs are eligible for individual educator memberships.
C. Educational Institutions actively engaged in metalworking and technology oriented training and education such as colleges, universities, career technical education programs, or formal online training programs are eligible for educational institution memberships.
Student, educator, and educational institution members shall be entitled to receive such publications and services of the Chapter as the Board of Directors shall designate, either specifically or by general category, to attend general membership meetings of the Chapter and, upon the invitation of the Board of Directors, any other Chapter special meeting or meetings of any Chapter team.
Student, educator, and educational institution members shall have all the privileges of Regular Members except those of voting, holding elective office, attendance at closed sessions, and the right to confidential information.
Section 4.05 Categories of Membership. The Chapter is not empowered to create other categories of membership, unless those categories and any corresponding dues associated therewith are approved in writing by the Board of Trustees of the NTMA.
Section 4.06 Voting & Proxies. Only Regular Members may vote and only one vote may be cast by each Regular Member which shall designate the person who is authorized to cast the vote. Voting by proxy shall be permitted by any Regular Members whose accredited representative is unable to attend a meeting; provided, however, that the holder of such written proxy shall be a regular member or an officer of a regular member of the Chapter and such proxy shall be filed by mail, email, or in person with the Secretary-Treasurer prior to the time set for calling the meeting to order
Section 4.07 Mail Ballot. Any action which may be taken by the membership of the Chapter at a meeting may be taken by mail or e-mail ballot, provided that in any case where voting is by a majority of members voting in a mail or e-mail ballot, a ballot shall be sent by registered or certified mail to each member entitled to vote at least forty (40) days prior to the day ballots are to be counted, together with: (a) written explanation of the matter upon which the vote is requested; and (b) a notice of the day on which ballots will be counted. Only those ballots that are received prior to the close of business on the day named for counting ballots will be counted. Any member may request a mail or e-mail ballot on an issue by application to the Secretary-Treasurer.
Section 4.08 Application for Membership. Every application for regular membership must be submitted in writing, in such form as may be provided by the Board of Trustees of the NTMA. The name of any Past Service, Associate, or Academic Membership applicant shall be supplied to the Board of Directors of the Chapter with a Recommendation from the Nominating Team as to its acceptance, at least five (5) days before meeting at which the application is to be considered. A favorable majority vote of the Board of Directors present at the meeting or by proxy shall be required for acceptance of any applications for any category of membership.
Section 4.09 Withdrawal/Expulsion/Suspension/Reinstatement. Terms and conditions for the Withdrawal, Expulsion, Suspension and Reinstatement of all members must be in accordance with current Code of Regulations of the NTMA.
Article V. Dues and Assessments
Section 5.01 Regular Members. Chapter dues, in addition to those which Regular Members pay to the NTMA, may be established by the Board of Directors on an annual basis with notification to Secretary Treasurer of the NTMA. The annual dues for Regular Members shall be payable in advance in quarterly installments, or annually. The Chapter may not establish any dues structures for or collect dues from any member who would qualify for regular membership in the NTMA, yet is not a regular member paying the annual dues required by the NTMA.
Section 5.02 Associate Members. The annual dues for the Associate Members, as established by the Board of Directors, shall be payable in advance on January 1.
Section 5.03 Past Service Members. There shall be no dues for Past Service Members.
Section 5.04 Academic Members. Annual dues may be established for classifications of academic membership, as established by the Board of Directors, and shall be payable in advance on January 1, if so established.
Section 5.05 Fiscal Year. The Chapter’s fiscal year shall be January 1 to December 31.
Section 5.06 Collection of Dues. All Chapter dues shall be collected by the Chapter’s Secretary-Treasurer.
Article VI. Meetings
Section 6.01 Annual Meeting. There shall be an annual meeting of the Chapter for the election of Directors, for receiving the annual reports and for the transaction of such other business as may be timely. The annual meeting shall be held in the month of December. Notice of such meeting shall be sent to all members at least fifteen (30) days before the date appointed for the next meeting.
Section 6.02 Regular Meetings. There shall be regular meetings of the membership. Notice of the time, place and agenda shall be mailed to each Regular Member at their last recorded address at least five (30) days in advance of each meeting. In the event of a holiday or for other imperative reasons the Board shall set an alternate date or may cancel a meeting.
Section 6.03 Quorum. At all meetings of the membership, fifty-one percent of the current membership (51%), represented in person or by proxy, shall constitute a quorum.
Section 6.04 Board of Director Meetings. There shall be a meeting of the Board of Directors monthly, or as deemed appropriate, for the purpose of reviewing financial reports, program membership meetings, membership, and any other business as may be timely. At all meetings of the Board, fifty-one percent of the current Directors (51%), represented in person or by proxy, shall constitute a quorum.
Section 6.05 Special Meetings. Special meetings may be called by the President or shall be called upon written request of one-third (1/3) of the Regular Members. Each member shall be notified by the Secretary of the time, place and purpose of a special meeting at least three (30) days in advance of the meeting.
Section 6.06 Matter of Acting. At all meetings of the members and Board of Directors, the President or his or her designee (Parliamentarian) shall rule on all parliamentary issues and may in his or her discretion consult Robert’s Rules of Order or any other parliamentary materials in making his or her decision.
Section 6.07 Attendance & Voting. Only accredited representatives of Regular Members, Associate Members, and Honorary Members, approved by the Board of Directors, shall be eligible to attend meetings of the Chapter. The Board, may, on occasion, suspend this rule and permit other employees of Regular Members, representatives of Associate Members or non-members to attend as the nature of the meeting or program may warrant. Except where otherwise required under this Code of Regulations, the vote of the majority of the members present and eligible to vote at any properly noticed meeting, in person or by mail, shall be an act of the membership.
Article VII. Board of Directors and Officers
Section 7.01 Eligibility Requirements. To be eligible for service as a Director, a person must be the accredited representative of a Regular Member or an Associate Member of the Chapter.
Section 7.02 Board of Directors. Directors shall be elected at each annual membership meeting and shall consist of no more than seven (7) different accredited representatives. Nominations for Directors shall be made by a duly appointed Nominating Team. Additional nominations may be made from the floor by any accredited representative. For election, a majority favorable vote of the accredited representatives present shall be required. Directors shall be elected to a term of three (3) years or until their successors have been duly elected and installed, and Directors shall not serve more than two consecutive terms. The terms of Directors should be staggered to maintain as much continuity as possible in planning and operations. The Secretary-Treasurer of the Chapter shall provide notice of the results of any Board of Director elections to the National Office of the NTMA, within fourteen (14) days of said election.
Section 7.03 Officers. The following positions will constitute the officers of the Chapter: President, Vice-President, and Secretary-Treasurer. They shall be elected by the Board of Directors from amongst themselves at the Annual Meeting of the Board. A majority favorable vote shall be required for election. Their term will be one (1) year. They may serve more than one term, if so elected, but for no longer than they are duly elected members of the Board of Directors.
Section 7.04 NTMA Trustee and Alternate. A Trustee and an Alternate Trustee to serve on the NTMA Board shall be elected from the accredited representatives in accordance with the NTMA’s Code of Regulations. Elections shall be held at the annual meeting of the Board. A majority favorable vote of the accredited representatives present at the meeting shall be necessary to elect the Trustee or the Alternate Trustee. Their term will be one (1) year. They may serve more than one term, if so elected. The Secretary-Treasurer of the Chapter shall provide notice of the results of any trustee elections to the National Office of the NTMA, within fourteen (14) days of said election.
Section 7.05 Vacancies. Interim vacancies of the Board of Directors or in any office shall be filled by a majority favorable vote of a quorum of Board of Directors present at a meeting from a panel of qualified and eligible alternatives provided by the Nominating Team. The Secretary-Treasurer of the Chapter shall provide notice to the National Office of the NTMA within fourteen (14) days of any appointment of a new Director.