Printers Management System User Association Inc
d/b/a MONARCH USER GROUP
(Amended April 19, 2010, Apr 11, 2012, Jan 16, 2013)
Section 1. Name. The name of this Association shall be the Printers Management System User Association Inc. Due to the change in software name we will also do business as Monarch User Group.
Section 2. Not-For-Profit. This shall be a not-for-profit Corporation, without capital stock, in full conformity with State and Federal laws and regulations.
Section 3. Location. The principal Office of this Association shall be in the city of Eagan, County of Dakota, State of Minnesota. The Association may have such other offices as may from time to time be designated by the Board of Directors.
PURPOSES OF THE ASSOCIATION.
The purposes for which the Association is organized are as follows:
- To affect a thorough organization of users of Monarch data processing and management information systems and those engaged in the allied industries into a trade association so that conditions in this area of graphic arts and allied industries may be improved in every proper and lawful manner by cooperative action.
- To promote the welfare of those users and the allied trades.
- To facilitate communications between EFI and the users, and to facilitate communications between users.
- To provide a forum where discussions can take place, where concerns can be voiced, ideas shared, product suggestions developed, needs addressed, and questions answered.
- To provide the opportunity to learn and stay current with technological developments from formal seminars, classes, panel discussions, and informal discussions among Monarch users, EFI staff and others.
- To improve the conditions of those users and allied trades individually and collectively and their service to the public.
- To encourage fraternal spirit and resist encroachments on their rights.
- To secure uniform and united action in their common interests.
- To develop better methods of management and more highly trained personnel, and more ethical relations among themselves and with others, through collective and cooperative effort.
Section 1. Classes of Membership. The membership of the Association shall consist of Active, Associate, and Honorary Members.
Section 2. Active Members. Active members shall be any reputable, operating establishment engaged in and conducting business with the use of the Monarch management system. There must be an investment in, and possession of, such production equipment.
Upon written application in the manner prescribed, upon approval of the Board of Directors, and by paying into the Treasury the required initial membership assessment, said establishment shall be admitted to Active membership.
Section 3. Associate Members. Any establishment engaged in the production or sale of graphic arts machinery, equipment, raw materials or supplies, or any establishment which is part of the graphic arts allied and support industries, and which is not eligible for active Membership in the Association shall be eligible for an Associate Membership in the Association. Upon written application in the manner prescribed, upon approval by, the Board of Directors, and by paying into the Treasury the initial membership assessment, said establishment shall be admitted to such privileges of membership as are determined by the Board of Directors, with the exception of holding an administrative office (See Article V, Section 1). Competitors of Monarch and competitors of any active members are not eligible for Associate membership.
Section 4. Honorary Membership. Individuals recommended for Honorary Membership in this Association by the Board of Directors may be elected to such a membership by a two-thirds majority vote of the Active Members present at a regular meeting.
Section 5. Voting. The unit of Active Membership in all cases shall be the individual establishment and each unit shall have one vote on all questions. Such membership shall include privileges of membership for each individual person having proprietary or official interest therein, except that of voting.
Section 6. Membership Termination. Membership in this Association may be suspended or terminated:
- By majority vote of the Board of Directors following due hearing upon charges of conduct in violation of the principles of this Association.
- By majority vote of the Board of Directors when dues are unpaid for three (3) months provided thirty (30) days notice in writing of intention to do so shall be given.
Section 7. Release of Rights. Termination of membership for any reason whatsoever shall be a release of all rights, title, equity and interest in the property and other assets of this Association.
Section 8. Application of Membership. Application for membership for all classes shall be made in the manner and on the forms prescribed by the Board of Directors. The Board of Directors shall charge the Treasurer with the responsibility for carrying out the Board’s designated procedure for the processing of applications for membership.
Section 1. Peculiar Interests. Subject to the approval of the Board of Directors, such members as so desire may unite for common action upon matters peculiar to their special interests.
Section 2. Organization. Such groups, when organized, shall elect their own chairman and other officers, but a staff member of this Association shall be the ex-officio secretary of all such groups. The Chairman of such groups may become an ex-officio member of the Board of Directors, with voice and vote as designated by the Board of Directors.
Section 3. Dues. Each group may levy upon its members such additional dues or assessments as it deems necessary, but no group shall in any way obligate the Association for any expenditures of funds without first obtaining authority therefore from the Board of Directors of the Association.
OFFICERS AND DIRECTORS.
Section 1. Board of Directors. There shall be a Board of Directors composed of not less than five (5) or more than fifteen (15) Active Members elected by the membership annually as hereinafter provided. In addition to the Immediate Past President, the officers of the Association shall serve as Directors. The officers will be President, Vice-President, Director of Enhancements, Webmaster, Secretary and Treasurer, elected as hereinafter provided. Terms of Directors other than Association officers shall be for either one (1) year or two (2) years.
Section 2. Nominations and Elections.
- Not less than fifteen (15) days prior to the Annual Meeting of the Association, the Chairman shall appoint a Nominating Committee consisting of the Immediate Past President as Chairman and such other Active Members as he/she deems appropriate who shall prepare and report nominations for Officers and Directors as hereinafter provided. The term for Officers and Directors shall begin at the annual meeting and continue until their successors are elected.
- Annually, prior to the Annual Meeting, the Board of Directors shall determine the number of Directors to serve during the ensuing year.
- At the next meeting of the Board of Directors immediately after the adoption of the Constitution and By-Laws, the total number of Directors to be elected by the membership shall be ascertained.
- Election Tie: In the case of a tie during an election of the Board of Directors, the Board members present will take the matter under advisement and cast the final vote as a Board, if needed at a special Board meeting where a quorum is available of the board.
Section 3. Nomination From the Floor. Additional nominations may be made from the floor at the Annual Meeting. The President shall serve a 1 year term. The Vice-President shall serve a 1 year term, and then move up to President and serve a 1 year term. The Director of Enhancements, Webmaster and Secretary will serve a 2 year term. The Treasurer will serve a 3 year term.
Section 4. Filling vacancy on the Board of Directors. The Board of Directors by a three-fourths (3/4) vote of the Active Members of the Board, may replace any Officer or Director who is unable to fulfill the responsibilities of his/her office. The new member may be elected to the unexpired term of the replaced officer or until the member is able to assume the duties of his/her office.
Section 5. Control. The Board of Directors shall have control and management of the affairs, funds and property of the Association.
Section 6. Quorum. A simple majority of Active Members of the Board of Directors shall constitute a quorum.
Section 7. Resignation. Any Officer or Director who finds that he/she is unavailable for the adequate fulfillment of the responsibilities of his/her office may resign through written notice to the President. The President shall have the right to replace a Director who is unable to attend two consecutive Board meetings.
REVENUES AND EXPENDITURES.
Section 1. Revenues. The revenues of this Association shall be derived from dues paid in by each member and from such other charges for Association services and activities as may be determined by the Board of Directors.
Section 2. Dues for Active Members. The basic structure for dues assessment of Active Members shall be that established and approved annually by the Board of Directors.
Section 3. Dues for Associate Members. Dues for Associate Members shall be determined annually by the Board of Directors.
Section 4. Equitable Dues. Dues of Members shall be equitably assessed and shall be sufficient to defray the expenses of this Association. The rate of such dues shall be determined by the Board of Directors, which shall have the authority to increase or decrease such rate whenever in its judgment it shall be found inadequate or excessive.
Section 5. Fiscal Year. The fiscal year of this Association shall begin on January first and end on December thirty-first.
Section 6. Budget. The Board of Directors shall approve a budget before the first of each fiscal year to cover all proposed expenditures of this Association.
Section 1. Add or Delete Services. The primary objective of this Association shall be to render useful services to its membership. Therefore, it shall be the continuing responsibility of the Board of Directors to carefully analyze and evaluate the services offered and to appraise the overall effectiveness and efficiency of the Association’s total activity. The Board of Directors may, as its judgment is governed by the best interests of the membership and in order to keep current with member’s needs, deem it advisable to add new services or eliminate out-dated or ineffective services.
Section 2. Charges for Special Services. Of the services available, some are Association General Services (offered in consideration of dues assessment), some are Self-Sustaining Programs (financed by the participants), and others are individualized Services (charged, on a cost-recovery basis, to the members who obtain them). The Board of Directors shall determine the correct category for any service offered and performed; shall approve the rate of charge for the service, where charge is applicable; and shall establish the extent to which any service is subsidized by the Association general fund or special funds.
Section 1. Annual Meeting. The Annual Meeting shall be held each year in conjunction with a graphic arts trade show or in conjunction with EFI’s conference, unless otherwise ordered by the Board of Directors.
Section 2. Special Meetings. All special meetings of this Association shall be convened by the President with due notice to each member. Special meetings shall be called upon written request from five (5) Active Members.
Section 3. Notice of Meetings. Notice of all regular meetings shall be given to each member not less than ten (10) days before date of such meetings. Notice of a regular telephone meeting will be given two (2) days prior to the date of such meetings. Notice of all special meetings, with the reason for the meeting, shall be given each member not less than five (5) days before the time set for each meeting. Notice of a special telephone meeting will be given 12 hours prior to the time of such meetings.
Section 4. Quorum. Ten (10) Active Members of this Association shall constitute a quorum at all regular or special meetings for the transaction of business.
Section 1. Appeal to the Membership. Any member may appeal to the entire membership, by written notice to the President, any action, or proposed action, of the Board of Directors of this Association on any question.
Section 2. Appeal Action at Meetings. Such appeal shall not be acted upon until the next regular meeting following date of notice unless time is of such essence in the appeal and the appellant is able to have a special meeting called in accordance with Article VIII, Section 2.
Section 3. Voting. A majority vote of those present at any meeting of the Association shall be necessary to reverse any decision of the Board of Directors. Nothing in this section shall be construed as depriving a member of the Board of Directors of the right to vote upon any appeal.
Section 1. Information Available to Members. This constitution together with the By-Laws, roster of members, declaration of principles and agreed policies, dues schedules, rules and trade customs shall be made available to members of this Association.
Section 2. Members observe All Rules. In accepting membership in this Association all members shall, upon election, be deemed to have subscribed to all principles and policies as set forth in the Constitution and By-Laws, and to have agreed to observe all rules and trade customs fostered by the Association.
POWERS AND LIABILITIES.
Section 1. Liabilities. Nothing contained herein shall constitute the members of this Association as partners for any purpose, nor shall any member of this Association be liable in any manner to anyone for any act of any other member, officer, agent or employee of this Association, nor shall any member, officer, agent or employee of this Association be liable to anyone for any act or omission to act hereunder, except for his/her own willful misfeasance. Nothing herein shall relieve any member, officer, agent or employee of this Association from duties or responsibilities imposed upon him.
Section 1. Voting. This Constitution may be amended at a regular meeting of the Association by a majority vote of the Active Membership present and at any special meeting by a majority vote of the Active Membership present provided written notice of a desire to amend the Constitution shall be given to the Active Membership at least ten (10) days prior to the meeting at which such amendments are to be voted upon by a majority affirmative vote of the Active Membership by mail, USPS Mail or electronic mail, upon the authority of the Board of Directors.
Section 1. Proxies. Proxies will be recognized by the Corporation at any time. Proxies may take the form of USPS Mail or electronic mail.
Printers Management System User Association Inc
d/b/a MONARCH USER GROUP.
The officers responsibilities are as follows:
Section 1. Board of Directors. The Board of Directors shall meet at least one time annually either in person or via a conference call and at such other times and places as its President may designate and attend to all matters referred to them by the Association. Their duties shall be to report at such time and place as ordered by the President, to formulate policies and action for immediate and permanent benefit, and to act in the name of the organization in all public matters pertaining to the Association. They shall carry out and enforce the provisions of the constitution and By-Laws. No elected officers shall receive any salary for his/her services to the Association.
Section 2. President. The President shall preside at all meetings of the Association and of the Board of Directors; shall enforce all orders and shall appoint all committees necessary to sustain the purposes of this Association. He/She shall transact such business as may be set forth herein or as usually appertains to the office. He/She shall exercise a general supervision over the affairs of the Association, subject to any direction he/she may receive from the Association or the Board of Directors. He/She shall call specific meetings at his/her discretion or upon written request of five (5) members of the Association. He/She may sign or jointly sign with the Treasurer, all vouchers and instruments he/she made for, or in behalf of this Association as determined. He/She will direct users meetings, set location and date of meetings with EFI and users, set agenda of meetings with EFI and users, communicate to EFI needs of group, and provide leadership for and assist other officers.
Section 3. Vice-President. The Vice-President shall assist the President and in his or her absence preside and perform the duties of the President. He/She shall coordinate education seminars in conjunction with user committee meetings, work with users to determine education needs, locate resources for seminars, and work with the President to put seminars on meeting agendas.
Section 4. Director of Enhancements. The Director of Enhancements shall work with EFI and MUG committees to define and prioritize product development requests for the user group. He/She shall carry out other duties as may be designated by the Board of Directors.
Section 5. Webmaster. The Webmaster is responsible for maintaining one or many websites. The duties of the webmaster may include ensuring that the web servers, hardware and software are operating correctly, designing the website, generating and revising web pages, replying to user comments, and examining traffic through the site. He/She shall carry out other duties as may be designated by the Board of Directors.
Section 6. Treasurer. The Treasurer shall have charge of the finances of the Association and deposit same in bank or banks elected by the Board of Directors. He/She shall keep a strict account of all money received and disbursed; and may be authorized to sign or jointly sign with the President or Vice-President all vouchers and instruments to be made for, or in behalf of, the Association as determined by the Board of Directors. He/She shall present, whenever required by the majority of the Board of Directors a detailed statement of the finances. He/She shall also operate the Association within the budget approved by the Board of Directors, and carry out other duties as may be designed by the Board of Directors. He/She shall also work with officers and users to set annual dues, communicate to users dues amount and when they are to be paid, formulate with President a proposed budget for the Board to approve, deposit dues into approved bank account, and provide quarterly financial to Directors and officers and annual financial to users. He/She may also carry out other duties as may be designated by the Board of Directors.
Section 7. Secretary. The Secretary shall record meeting minutes, write up minutes and provide to users, communicate to all users regarding upcoming meetings and seminars, and help with communication between EFI and users, and carry out other duties as may be designated by the Board of Directors.
Section 1. Other Interest. No employee of this Association or his/her dependent or any relative shall be interested financially or affiliated with EFI, or any member of the Association.
ORDER OF BUSINESS.
Section 1. Order of Business. The order of business at all meetings of this Association and of the Board of Directors shall be as follows:
Reading the minutes of the previous meeting
Reports of Officers
Reports of Standing Committees
Reports of Special Committees
For the Good of the Industry
Section 2. Rules of Order. All business shall be conducted according to parliamentary rules as laid down in Roberts Rules of order.
Section 1. Voting. The By-Laws may be amended at any regular meeting of the Association by a majority vote of the Active Membership present or at any special meeting by a majority vote of the Active Membership present provided a written notice of a desire to amend the By-Laws shall be given to the Active Membership at least ten (10) days prior to the meeting at which such amendments are to be voted upon; or by a majority affirmative vote of the Active Membership by mail/e-mail upon the authority of the Board of Directors.