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ARTICLE I
OFFICE
The principal office of the Midwest VM Regional
Users Group ("MVMRUG") shall be at such place within the
city, village, or township specified in the Articles of
Incorporation as may be determined and designated from time
to time by the Trustees.
ARTICLE II
MEMBERS
Section 1. Qualifications. Any individual, firm,
corporation, partnership or association with an active
interest in the VM control program or any related products
may become a Member of MVMRUG in the manner provided in this
Article II.
Section 2. Application for Membership. Any person
desiring to become a Member shall make a request for
membership to the Chairperson of MVMRUG's Membership
Committee (or to such other person as the Trustees may
designate) on the standard membership form approved from time
to time by the trustees. If the Membership Committee or such
other person to whom the application is submitted determines
that the applicant meets the qualifications set forth in
Section 1 of the Article II and such applicant pays the
membership fees provided for in Section 3, such applicant
shall be submitted as a Member.
Section 3. Membership Fee. Each Member shall be
assessed and shall pay an annual membership fee. The amount
of the fee shall be determined by the trustees and shall
remain constant for all fees collected for a single calendar
year, but such fee may be prorated for a new Member in the year
in which the new Member is admitted.
Section 4. Primary Representatives. Each Member
which is not an individual shall from time to time appoint an
individual (a "Primary Representative") to represent such
Member in MVMRUG, to cast votes on behalf of such Member and
to receive correspondence from MVMRUG.
Section 5. Grounds for Loss of Membership. A
Member shall lose its membership status 30 days after MVMRUG
mails written notice by certified mail to the last recorded
address of the Member that one or more of the following has
occurred:
(a) the Member no longer meets the qualifications
for membership;
(b) the Member has not been represented at at least one
general meeting during a calendar year;
(c) the Member is in default in the payment of the
annual membership fee, or any other fee assessed by the
MVMRUG hereunder, for a period of at least 3 months from
the beginning of the calendar year or the period for
which such fee becomes payable; or
(d) the Member is found by the trustees to have
failed to abide by this Code of Regulations or any rules
and regulations adopted by the Trustees.
Section 6. Appeal. Within 30 days after the
mailing of a notice referred to in Section 5, the recipient
Member may file an appeal in writing with the Trustees to
have the loss of membership set aside. The appeal shall
provide satisfactory proof that the grounds set forth in the
notice are unfounded, or a detailed statement of extenuating
circumstances. The Trustees shall consider such appeal
within 90 days of its receipt, and shall notify the appellant
in writing of its decision promptly thereafter. The decision
of the Trustees shall be final and binding.
Section 7. Withdrawal. A Member may withdraw from
MVMRUG at any time. No portion of the membership fee
applicable to the calendar year in which such withdrawal
takes place shall be returned.
Section 8. Reinstatement. A former Member who has
lost its membership pursuant to Section 5 may, in the sole
discretion of the Trustees, be reinstated upon payment of an
application fee in an amount determined by the Trustees
together with any applicable membership fees.
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ARTICLE III
MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of
Members for the purpose of electing Trustees and for the
transaction of such other business as may properly come
before the meeting shall be held on the last Friday in the
month of April of each year or at such other date as may be
determined by the trustees.
Section 2. General Meetings. In addition to the
Annual Meeting, general meetings of the Members shall be held
each year at such time in the months of January and April as
the trustees may determine.
Section 3. Special Meetings. Special meetings of
the Members may be called by the Chairman of the Board, by
the President, or in the case of the President,s absence,
death, or disability, the Vice President authorized to
exercise the authority of the President, or by the trustees
by action at a meeting, or by a majority of the trustees then
in office acting without a meeting, and shall be called by
the President or the Secretary upon written request of 50% or
more of the Members entitled to vote. thereat. No business
other than that specified in the notice shall be considered
at any special meeting except with the unanimous consent of
all Members entitled to receive notice of such meeting.
Section 4. Place of Meetings. Meetings of Members
shall be held at such place as the trustees may determine
within or without the State of Ohio.
Section 5. Notice of Meeting. Except as otherwise
permitted by law, a written notice of each annual or special
meeting stating the time and place and the purpose or
purposes thereof shall be personally delivered or mailed
postage prepaid to each Member of record entitled to notice
of such meeting, not more than 60 days nor less than 30 days
before such meeting. If mailed, such notice shall be
addressed to the Member (or the Member,s Primary
Representative, in the case of a Member which is not an
individual) at his address as it appears upon the records of
MVMRUG. Notice of adjournment of a meeting need not be given
if the time and place to which it is adjourned are fixed and
announced at such meeting.
Notice of the time, place, and purposes of any
meeting of any Member, whether required by law, the Articles
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of Incorporation, or this Code of Regulations, may be waived
in writing, either before or after the holding of such
meeting, by any Member, which writing shall be filed with or
entered upon the records of the meeting. The attendance of
any Member at any such meeting without protesting, prior to
or at the commencement of the meeting, the lack of proper
notice shall be deemed to be a waiver by him of notice of
such meeting; provided, however, that such waiver shall not
be deemed to permit consideration at a special meeting of any
business not specified in the notice.
Section 6. Quorum. 25% of the voting Members shall
constitute a quorum for all purposes at any meeting of
Members, except when a greater proportion is required by
law. At any meeting at which a quorum is present, all
questions, and business which shall come before the meeting
shall be determined by a vote of a majority of the voting
Members at the meeting, except when a different proportion is
required by law, by the Articles of Incorporation, or by this
Code of Regulations.
At any meeting, whether a quorum is present or not,
a majority of the voting Members present may adjourn from
time to time and from place to place without notice other
than by announcement at the meeting. At any such adjourned
meeting at which a quorum is present, any business may be
transacted which could have been transacted at the meeting as
originally noticed or held.
Section 7. Voting. Each Member shall be entitled
to one vote on each matter properly submitted to the Members
for their vote. No Member may vote by proxy.
Section 8. Action Without a Meeting. Any action
which may be authorized or taken at a meeting of Members of
MVMRUG may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings
signed by, all the Members who would be entitled to notice of
a meeting of the Members held for such purpose, which writing
or writings shall be filed with or entered upon the records
of MVMRUG.
ARTICLE IV
TRUSTEES
Section 1. Number of Trustees. Until changed in
accordance with the provisions of this section, there shall
be seven Trustees of MVMRUG. The number of trustees may be
increased or reduced (but not to less than seven): (i) at
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any meeting of Members called for the purpose of electing
Trustees, at which a quorum is present, by the affirmative
vote of a majority of the voting Members present at the
meeting, or (ii) at any meeting of Trustees at which a quorum
is present, by the affirmative vote of a majority of the
Trustees present. No reduction in the number of Trustees
shall of itself have the effect of shortening the term of any
incumbent Trustee.
Section 2. Election and Term of Office. The
persons serving from time to time as the President, Vice
President (the senior Vice President, if there is more than
one), Secretary and Treasurer of MVMRUG shall, during their
term of office, be Trustees of MVMRUG. The remaining
Trustees shall be elected by the Members. At all elections of
Trustees, the candidates receiving the greatest number of
votes shall be elected. Each elected Trustee shall hold
office until the second annual meeting of Members next
succeeding his election and until his successor is elected,
or until his earlier resignation, removal from office, or
death.
Section 3. Qualifications. No person may serve as
a Trustee unless such person is a Member or an employee of a
Member.
Section 4. Vacancies. The Trustees then in office,
though less than a majority of the whole authorized number of
trustees, may by the vote of a majority of their number,
fill, for the unexpired term, any vacancy among the trustees
however occurring is not filled in accordance with this
section by the trustees then in office, Members entitled to
elect trustees shall have the right to fill the same at any
meeting of the Members called for that purpose, and any
trustee elected at any such meeting of Members shall serve
until the next biennial election of trustees and until his
successor is elected, or until his earlier resignation,
removal from office, or death.
Section 5. Performance of Duties. A trustee shall
perform his duties as a trustee, including his duties as a
member of any committee of trustees appointed by the trustees
as hereinafter provided, in a manner and with the care
required of a trustee under Ohio law. In performing his
duties, a trustee is entitled to rely on information,
opinions, reports, or statements, including financial
statements and other financial data, that are prepared or
presented by (i) one or more trustees, officers, or employees
of MVMRUG whom the trustee reasonably believes are reliable
and competent in the matters prepared or presented;
Section 6. Trustee Clarifications. The trustee positions
shall be filled as follows: 4 trustee positions shall be filled by
the current President, Vice President, Secretary and Treasurer; 1
trustee position shall be filled by the most recent past president
and the remaining positions (minimum of 2) shall be filled from
the gemeral membership in accordance with Article IV section 2.
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(ii) counsel, public accountants, or other persons as to
matters that the trustee reasonably believes are within the
person,s professional or expert competence; or (iii) a
committee of trustees upon which the trustee does not
service, duly established as hereinafter provided, as to
matters within its designated authority, which committee the
trustee reasonably believes to merit confidence.
ARTICLE V
POWERS, MEETINGS AND COMMITTEES OF THE BOARD OF TRUSTEES
Section 1. Powers of the Board. Except in those
instances in which the law, the Articles of Incorporation, or
this Code of Regulations requires action to be authorized or
taken by the Members, all of the authority of MVMRUG shall be
exercised by or under the direction of the trustees.
Section 2. Meetings of the Board. An annual
meeting of the trustees shall be held immediately following
the adjournment of each annual meeting of Members, and notice
of such meeting need not be given.
The trustees may, by by-law or resolution, provide
for other meetings of the Board. Meetings of the trustees
may also be held at any time upon call of the President, the
Secretary or any two other members of the Board.
Meetings of the trustees shall be held at such place
within or without the State of Ohio as the trustees may
determine. Written notice of the time and place of each
meeting of the trustees other than the meeting following the
annual and general meetings shall be given to each trustee,
either by personal delivery or by mail, telegram, or
cablegram, at least 10 days prior to the date of such
meeting. Such notice may be waived in writing, either before
or after the holding of such meeting, by any trustee, which
writing shall be filed with or entered upon the records of
the meeting. The attendance of any trustee at any such
meeting without protesting, prior to or at the commencement
of the meeting, the lack of proper notice shall be deemed to
be a waiver by him of notice of such meeting.
Section 3. Quorum. A majority of the authorized
number of trustees shall constitute a quorum for the
transaction of business, except that a majority of the
trustees then in office shall constitute a quorum for filling
a vacancy among the trustees. Whenever less than a quorum is
present at any time and place appointed for a
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meeting of the trustees, a majority of those present may
adjourn the meeting from time to time without notice, other
than by announcement at the meeting, until a quorum shall be
present. The act of a majority of trustees present at a
meeting at which a quorum is present shall be the act of the
trustees unless the act of a greater number is required by
the Articles of Incorporation, this Code of Regulations, or
any by-laws adopted by the trustees.
Section 4. Action Without a Meeting. Any action
which may be authorized or taken at a meeting of the trustees
may be authorized or taken without a meeting with the
affirmative vote or approval of, and in a writing or writings
signed by, all the trustees, which writing or writings shall
be filed with or entered upon the records of MVMRUG.
Section 5. Action by Communications Equipment.
Trustees may participate in a meeting of the trustees or any
committee of trustees by means of conference telephone or
other communications equipment if all persons participating
can hear each other. Participation in a meeting pursuant to
this section shall constitute presence at such meeting.
Section 6. By-Laws of the Board. The trustees may
adopt by-laws for the government of its actions consistent
with the Articles of Incorporation and this Code of
Regulations.
Section 7. Committees. In addition to the
Nominating Committee provided for in Article VI, the trustees
may create one or more committees of trustees, each of which
shall be comprised of three or more trustees. The resolution
establishing each such committee shall specify a designation
by which it shall be known and shall fix its powers of
authority. The trustees may delegate to any such committee
any of the authority of the trustees, however conferred,
other than the authority to fill vacancies among the trustees
or in any committee of the trustees.
The trustees may likewise appoint one or more
trustees as alternate members of any such committee, who may
take the place of any absent member or members at any meeting
of the particular committee.
Each such committee shall serve at the pleasure of
the trustees, shall act only in the intervals between
meetings of the trustees, and shall be subject to the control
and direction of the trustees.
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An act or authorization of an act by any such
committee (other than an advisory committee) within the
authority delegated to it by the resolution establishing it
shall be as effective for all purposes as the act or
authorization of the trustees.
Any such committee may act by a majority of its
members at a meeting or by a writing or writings signed by
all of its members, which writing or writings shall be filed
with or entered upon the records of MVMRUG.
The trustees may likewise appoint other individuals
who are not trustees to act as members of any committee;
provided, however, that any such individual shall only act in
an advisory capacity and shall not have any vote upon any
matter of business before the committee and any such
committee with fewer than three trustees shall be advisory
only.
Section 8. Removal. The trustees may remove any
trustee who has missed two consecutive meetings of the
trustees unless the trustees determine that such absences are
properly excused.
ARTICLE VI
NOMINATIONS AND ELECTION PROCEDURES
Section 1. Nominating Committee. A Nominating
Committee shall be appointed by the trustees prior to each
election of trustees and officers which shall consist of at
least three persons who are not then serving as officers or
trustees of MVMRUG. The Chairman of the Committee shall be
appointed by the trustees. The Nominating Committee shall
solicit recommendations from the Members as to individuals
for nomination as an officer or trustee. The Nominating
Committee may also consider other qualified individuals for
nomination.
Section 2. Report. The Nominating Committee shall
report to the President the names of one or more individuals
to be placed in nomination for each vacant office or vacancy
among the trustees. The President or Secretary shall cause
such nominations to be distributed to all Members at least 30
days prior to the Annual Meeting at which elections are to
take place.
Section 3. Nominating by Petition. Any eligible
individual also may be nominated for any vacant office or
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vacancy among the Trustees by a petition signed on his or her
behalf by not less than 15 of the Members. Any such
petitions must be submitted to the President or Secretary at
least six weeks prior to the date of the Annual Meeting at
which the election is to take place.
Section 4. Election Procedure. At any Annual
Meeting at which an election is to be held any nominee who is
unopposed shall be declared elected by the President.
Contested elections shall be held by written ballot and the
candidates receiving the greatest number of votes for each
office will be declared elected. This written ballot shall be
conducted by the Nominating Committee. Furthermore, the ballot
count shall be verified by the Nominating Committee. The
chairman of the Nominating Committee shall destroy the ballots
at the end of the meeting.
ARTICLE VII
OFFICERS
Section 1. Officers. The officers of MVMRUG shall
be a President, a Vice President, a Secretary, and a
Treasurer, and such other officers (including, without
limitation, a Chairman of the Board) and assistant officers
as the trustees may from time to time determine.
Section 2. Election and Term of Office. Each
officer of MVMRUG shall be elected by the Members at the
annual meeting of Members and shall hold office until the
second annual meeting of Members following his election or
until his earlier resignation, removal from office, or death;
provided, however, that if the trustees determine that there
shall be a Chairman, the Chairman shall be selected by the
trustee from among their number and shall serve at the
pleasure of the trustees. The trustees may fill any vacancy
in any office occurring from whatever cause.
Section 3. Qualifications. No person may serve as
an officer unless such person is a Member or an employee of a
Member.
Section 4. Duties of Officers. Each officer and
assistant officer shall have such duties, responsibilities,
powers and authority as may be prescribed by law or assigned
to him by the trustees from time to time.
ARTICLE VIII
INDEMNIFICATION OF TRUSTEES AND OTHER PERSONS
MVMRUG shall, and does hereby, indemnify any person
who served or serves as a trustee, officer, employee or
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agent of MVMRUG, or who served or serves at the request of
MVMRUG as a director, trustee, officer, employee or agent of
another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust, or other
enterprise, against any and all losses, liabilities, damages,
and expenses, including attorneys, fees, judgments, fines,
and amounts paid in settlement, incurred by such person, in
connection with any claim, action, suit, or proceeding,
whether civil, criminal, administrative, or investigative,
including any action by or in the right of MVMRUG, by reason
of any act or omission to act as such director, trustee,
officer, employee or agent, to the full extent permitted by
Ohio law including, without limitation, the provisions of
Section 1701.13 of the Ohio Revised Code.
The indemnification provided by this Article VIII
shall not be deemed exclusive of any other right to which any
person seeking indemnification may be entitled under the
Articles of Incorporation, this Code of Regulations or any
agreement, vote of the Members or disinterested trustees, or
otherwise, both as to action in such person's 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 director, trustee, officer, employee or agent and
shall inure to the benefit of the heirs, executors, and
administrators of such a person.
ARTICLE IX
AMENDMENTS
This Code of Regulations may be amended or repealed
at any meeting of Members called for that purpose by the
affirmative vote of a majority of the voting Members, or by
the written consent of a majority of the voting Members.
Adopted: October 16, 1987.
Ammended: October 27, 1989.
Ammended: October 30, 1992.
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Last revised: August 21, 1996 by TAM