Section 1

The affairs of AMCU shall be managed by its Board of Directors, hereinafter called the Board or Board of Directors. All members of the Board must be members of AMCU in good standing.

Section 2

The Board of Directors shall consist of:

  1. Ten directors elected by the general membership of AMCU.
  2. The most recent past President of AMCU as Chairman of the Board.

Section 3

The Board of Directors of AMCU shall be responsible for establishing operational procedures and budgetary guidelines to effectively govern the officers and committee chairpersons of the organization.

  1. Board Members shall hold office for the term of one year, or until their successors have qualified and are elected.
  2. No Board Member may hold the same office for more than two consecutive terms.
  3. The President may hold office for one term, after which the President will automatically become Chairman of the Board for one term.
  4. The Board of Directors shall act by majority vote of its Members. The Board shall have the power to: – Control and manage any assets of AMCU. – Make or authorize all contracts for purchases, discounts, improvements or repairs. – Determine approval requirements for all expenditures. – Make such rules and regulations as may be necessary for the government of AMCU and its Members and to alter and amend the same. – Assess penalties for the violations of the Bylaws and the Code of Ethics.

Section 4

Officers of AMCU and their major responsibilities:

a. President

  1. Delegate and direct the Board of Directors and Committees.
  2. Set the agenda for meetings of the Board of Directors
  3. Conduct Board meetings.
  4. Conduct general meetings.
  5. Negotiate or delegate the negotiation of contracts with AMCU vendors.
  6. The Audit Committee reports directly to the President.
  7. The Nominating Committee reports directly to the President.
  8. Interfaces with the Accounting Firm as needed.
  9. Report to the Board.

b. Vice President of Education

  1. Chairman ex-officio of the Education Committee, including, but not limited to, responsibility for arranging speakers at Monthly Meetings and Seminars.
  2. Perform the duties of the President in the absence of or at the request of the President.
  3. Assist the President as requested.
  4. Report to the Board.

c. Vice President of Administration

  1. Chairman ex-officio of all non-Education Committees except Audit Committee and Nominating Committee and shall coordinate and support the efforts of such committees.
  2. Preside at meetings if both the President and Vice President of Education are absent.
  3. Has the authority to sign checks in the absence or at the request of the Treasurer.
  4. Assist the President as requested.
  5. Report to the Board.

d. Secretary

  1. Conduct official correspondence for AMCU, including notifying the Board of Directors of all meetings.
  2. Record and distribute the minutes from the Board meetings.
  3. Maintain the Board members name and address list for distributions to the Board.
  4. Retrieve messages from the voice mail and email system and distribute the messages.
  5. Provide copies of the ‘Approved’ minutes to the Treasurer for the yearly Audit.
  6. Report to the Board.

e. Treasurer and Assistant Treasurer

(responsibilities may be divided or shared as deemed most appropriate by the Board)

  1. Responsible for AMCU funds and place the same in such institutions as may be approved by the Board of Directors.
  2. Interfaces with the Accounting Firm as needed.
  3. Collect annual dues and fees and report same to the Board.
  4. Collect other income and report same to the Board.
  5. Disburse funds as directed by the Board.
  6. Balance the checkbook.
  7. Interface with banks, accountants, and USPS.
  8. Prepare monthly and annual financial statements and work with the auditor.
  9. Interface with Federal, State, and Local fiscal agencies as required.
  10. Furnish Membership Chair with new membership data.
  11. Provide all Minutes, Records, and Statements to Auditor for Annual Audit, Year-End Processing, and Filing.

f. Past President Act as Chairman of the Board

  1. Call the Board meetings to order and request reports of Executive Committee actions, approval of the Minutes and the Treasurer’s Report.
  2. Can only vote to break tie votes of the Board of Directors.
  3. Coordinate the first meeting of the new Board for the election of the Executive Committee.
  4. Report to the Board.

Section 5

General Elections for the Board of Directors
  1. In May, the Board of Directors shall appoint a Nominating Committee Chair, who will form a committee with no fewer than three people.
  2. In June the Nominating Committee shall poll the Membership for candidates for the Board of Directors. Each candidate must approve his or her nomination.
  3. There must be at least eleven Regular Members in good standing as candidates to constitute a legal ballot.
  4. No more than three representatives from a company or from affiliated companies or organizations may serve on the Board of Directors simultaneously.
  5. The Regular Members voting will be by secret ballot during the month of August. Ballots will be sent only to Regular Members who are in good standing when the Ballots are mailed. Voting is limited to Regular Members in good standing. Balloting and tally of ballots must be handled by a 3rd Party Accounting firm that is not associated with any Member. It will be the responsibility of the Nominating Committee to see that the newly elected Directors are notified. The Membership shall be notified by September meeting(s) of the results of the election.
  6. The Regular Membership will elect ten of the candidates to serve as the Board of Directors. In the case of a tie between two candidates for the tenth seat on the Board, both candidates will be declared elected and the Membership will have elected eleven Members to the Board. This provision, in such as event will automatically amend any other section of these Bylaws not consistent with this section for the term of the newly-elected Board or until an elected Board Member resigns, bringing the total Board Membership (Including the Chairman) back to eleven. In the event of a tie between more than two candidates for the last seat, the newly elected Board will consist of the candidates elected without the tie vote. This newly elected Board will take office, elect officers, and hold a runoff election among the tied candidates as quickly as possible to determine the remaining seat on the Board.
  7. The newly elected Board of Directors will elect the Executive Committee of AMCU.
  8. The newly elected Board of Directors shall begin their term on October 1st of the current year or as soon thereafter as they can meet.

Section 6

The Board, at its discretion, may appoint temporary or permanent committees comprised of members of the Board and / or Regular Members from the general membership. Committee members serve only for the function appointed and are not members of the Board unless previously elected in accordance with these Bylaws.

Section 7

The Executive Committee shall consist of the President, Vice President of Education, Vice President of Administration, Secretary, and Treasurer.
  1. During intervals between the meetings of the Board of Directors, the Executive Committee may exercise all the powers of the Board of Directors in management of the day to day business affairs of AMCU, including the issue/approval of expenditures up to $2500.00.
  2. The Executive Committee is responsible to the Board of Directors as a whole.
  3. The Executive Committee shall act by a majority vote of its Members.

Section 8

In the event that a Board member resigns, for any reason, the remaining Board members may appoint a replacement from the Regular Membership to serve in the vacated position.

Section 9

A member of the Board of Directors may be removed from the Board for just cause by a two thirds vote of the remaining Board members.

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