Association Bylaws

BY-LAWS
RETAIL PACKAGING ASSOCIATION
As Amended by the RPA Board
September 23, 2002

ARTICLE I - NAME AND LOCATION

The name of this corporation shall be RETAIL PACKAGING ASSOCIATION, INC. The principal office of the corporation shall be located at 1050 Colina Drive, Villa Hills, Kentucky. The corporation may establish and maintain other offices for the transaction of business, either within or outside the Commonwealth of Kentucky or the State of Illinois, or such other places as the Board of Directors may determine from time to time. 

ARTICLE II - PURPOSE

Section 1 - General. The corporation shall be a trade association of retail packaging manufacturers, distributors and other specialists involved in the retail packaging industry, formed to promote the exchange of ideas and developments in the industry.

Section 2 - Specific. The specific purposes for which the corporation is formed are as follows:

1. To improve relationships and communications within the retail packaging industry.

2. To develop and manage an annual trade show and convention in which organizations involved in all aspects of the packaging industry can demonstrate and promote their goods and services to the industry, without exclusion.

3. To form a business league within the meaning of Section 501(C)(6) that no part of its net earnings will inure to the benefit of any private shareholder or individual.

4. To form a business league not organized for profit nor organized to engage in an activity ordinarily carried on for profit.

5. To undertake research and education activities to enhance the knowledge, skills, and professionalism of individuals and businesses in the industry served by the association, and to offer related education, training and services to members and other organizations and individuals.

ARTICLE III - MEMBERSHIP

Section 1 - Classes. There shall be two (2) classes of membership in the corporation: Company and Individual.

Section 2 - Members. Any company, corporation, partnership, sole proprietor or individual active in the manufacturing or selling of retail packaging shall be eligible for Membership in the corporation. Those eligible for membership under this Section 2 shall become Members with rights as defined by the class of membership under these By-laws by payment of dues. Membership will be in the name of the company, corporation, partnership, sole proprietorship or individual as specified by that entity to the Secretary of the Corporation.

Section 3 - Suspension and Expulsion. Any member may be suspended or expelled by the Association for nonpayment of dues. Except for nonpayment of dues, a Member may only be suspended or expelled for due cause upon a majority vote of the Board of Directors of the Association. The Board of Directors of the Association shall provide notice to a Member prior to suspension or expulsion for due cause, and a hearing (by telephone or in person) shall be provided if requested by the member. The decision of a majority of the Board of Directors of the Association shall be binding.

ARTICLE IV - MEETINGS

Section 1 - Annual Meetings. Annual meetings of the members for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such date, time and place, either within or outside the State of Illinois, as the Board of Directors shall designate. If the Board of Directors fails to set the time and place of meeting, the annual meeting of the members shall be held on the first Saturday in November of every year. The Secretary or designee shall give written notice of the proposed meeting, either with the show guide or otherwise, by ordinary mail to each member at the address of each as it appears on the records of the corporation not less than ten (10) days before the date of the meeting.

In conjunction with each annual meeting, the members entitled to vote shall elect new members of the Board of Directors, and may transact such other business as is stated in the agenda or notice of the meeting.

Section 2 - Other Meetings. Special meetings by members to be held at a designated time and place within or outside the State of Illinois, may be called at any time by a majority of Directors. At each special meeting, no business other than those specified in the notice for the said meeting, shall be transacted.

Section 3 - Voting. At every meeting, each member shall be entitled to one vote, in person or by proxy. Should the membership be held by a corporation, voting may be done by an officer, agent or proxy as the by-laws of such corporation may prescribe. All proxies shall be in writing, and shall be filed with the Secretary and entered in the official minutes of the meeting.

Section 4 - Members List. At least ten (10) days before each meeting of members, the Secretary of the corporation shall prepare a complete, alphabetically arranged list of all members entitled to vote at the upcoming meeting or elections thereof. The said list shall be made available for inspection at the meeting.

Section 5 - Approval of Actions. Except as otherwise required by law, the vote of a majority of those present in person or by proxy at a meeting of members shall be required to approve any action, proposition or resolution which shall rightfully come before the meeting.

Section 6 - Dissolution. In the event that the Corporation is dissolved for any reason, any and all available money in various accounts shall be immediately disbursed without condition to another 501(C)(6) or 501(C)(3) organization with a preference to a 501(C)(6) or 501(C)(3) organization that will promote the exchange of ideas and developments in the retail packaging industry and promote higher business standards and better business methods by the retail packaging industry. The allocation of any and all funds available at the time of dissolution of the Corporation may not be altered without approval of two-thirds of the general membership.

ARTICLE V - DIRECTORS

Section 1 - Duties and Functions. The business, affairs, assets and property of the corporation shall be managed and controlled by a Board of Directors, who must be Members of record. Such Directors shall in all cases act as a Board regularly convened by majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper, not inconsistent with these By-Laws, and the laws of Illinois or Kentucky.

Any Director elected for a manufacturer seat shall come from an exhibiting member company at the Trade Show, who shall maintain that status for the duration of the term. Any Director elected for a distributor seat shall come from an attending distributor member company.

The Directors then sitting shall elect the officers of the corporation. Such elections shall be held at the Directors' meetings in conjunction with each annual members' meeting. Upon demand by any member, the vote on any election or any questions shall be decided by majority vote.

Section 2 - Number, Term and Method of Election. The number of Directors shall not be less than three.

The new Directors drawn from the Members shall be elected at the annual meeting of the Members, and the person or persons receiving a plurality of the votes cast shall be Directors and shall constitute the Board of Directors for the ensuing year, to serve until a successor shall be elected.

The term of office of each Director shall be three years, and thereafter until a successor shall be elected.

Section 3 - Term Limitation. Beginning in 2003, Directors will be restricted to two complete terms.

Section 4 - Resignations. Any Director, member of a committee or other officer may resign at any time, upon forwarding a notice of such resignation in writing to the President or Secretary.

Section 5 - Compensation. The Board of Directors may from time to time fix, by resolution, reimbursement for reasonable travel expenses for board meetings. Directors shall receive no other fixed salary or compensation for their services as Directors, without approval of two-thirds of the general membership.

Section 6 - Removal of Directors. Any Director may be removed at any time, without cause or charges, at a meeting called for that purpose by a plurality vote of the members.

Section 7 - Action Without a Meeting. Whenever the Board of Directors are required or permitted to take any action at a formal meeting of the Board, such action may be taken without a meeting, if prior to such action a written consent setting forth such is filed with the minutes of the Board's proceedings.

Section 8 - Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filed by reasons of an increase in the number of Directors shall be filled by the Board of Directors. A Director elected or appointed, as the case may be, to fill a vacancy shall be elected for the unexpired term of his or her predecessor or until the next annual meeting of the members.

ARTICLE VI - OFFICERS

Section 1 - Number. The officers of this corporation shall consist of: (1) a President (2) a Vice President (3) a Treasurer and (4) a Secretary.

Section 2 - Election of Officers. All officers of the corporation shall be elected annually by the Board of Directors at its annual meeting held in conjunction with the meeting of the members, and each shall hold office for the term of one year. An additional successive term of one year may be served at the discretion of the Board. In addition, the Board may elect other officers as it may from time to time deem necessary.

Section 3 - Duties of Officers.

President - The President shall be the Chief Executive Officer of the corporation with the general powers and duties of supervision and management of the corporation. He or she shall cause to be called regular and special meetings of the members and the Board of Directors, and he or she shall preside at all meetings of the Board of Directors. He or she shall sign or authorize the signing of all written contracts and undertakings on behalf of the corporation, and shall perform all other such duties incidental to his or her office. He or she shall, on behalf of the corporation, cause the corporate seal to be affixed to any instrument requiring it, which seal shall at all times be attested to by the signature of the Secretary or the Treasurer.

The President, or his or her designee, shall present at each annual meeting of the Board of Directors and members, a report of the business and financial condition of the corporation.

Vice President - In case of the disability of the President or the inability of the President to carry out his or her duties, his or her duties shall be performed by the Vice President with equal powers thereto. The Board of Directors may, from time to time, assign designated duties to the Vice President.

Treasurer - The Treasurer shall oversee, with assistance from the corporation's staff, custody of all funds and securities of the corporation. He or she shall have responsibility for keeping full and accurate books of account of receipts, disbursements, vouchers and other records. He or she shall have responsibility to, on behalf of the corporation and under the direction of the President or the Board of Directors, sign, make and endorse all checks, drafts, warrants and bills payable and negotiable instruments of or for the corporation, or orders of payment of money. He or she shall have responsibility for making disbursements and depositing all monies and other valuables in the name and to the account of the corporation in such banks or other depositories as may be designated by the Board of Directors, and shall render an accounting of his or her transactions together with the official records thereof to the Board of Directors or the President for their examination and approval as often as the Board or the President may require.

Secretary - The Secretary shall keep the minutes of the meetings of the Board of Directors and of the members in the appropriate books, and shall give written notice of such meetings and other business of members and Directors.

Section 4 - Removal of an Officer. Any officer may be removed, for cause or otherwise, by a majority vote of the Directors at any regular or special meeting, unless such removal is prohibited by law.

Section 5 - Filling of Vacancies. All vacancies in any office, by resignation, death, removal or otherwise, shall be filled by the Board of Directors without delay, at its next regular meeting, or at a meeting specifically called for that purpose.

Section 6 - Compensation. Officers shall receive no fixed salary or compensation for their services without the approval of two-thirds of the general membership.

Section 7 - Qualification. An officer must also be a director of the corporation.

ARTICLE VII - DELEGATION OF AUTHORITY

Section 1 - Committees. The Board of Directors may form standing committees to oversee and perform the work of the association as may be appropriate. The Board may approve the charter for any such committees including designation of size of the committee; qualifications, term and appointment process for the committee chairperson and members; and scope of the committee’s responsibility and authority. In addition, the Board of Directors may, from time-to-time, form committees or task forces at its discretion that are assigned specific tasks or activities and whose existence will terminate when those tasks are completed.

Section 2 - Staff. The Board of Directors, at its discretion, may retain an Executive Director, legal counsel, and other staff assistants on a part or full time basis, and may assign responsibility and authority for the proper and effective direction of the affairs of the Association. The Board of Directors, at its discretion, may retain such outside consultants or staff, as it may consider appropriate. 

ARTICLE VIII - FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 

ARTICLE IX - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these By-Laws or under the provisions of the Articles of Incorporation or under the provisions of the Business Corporations Act of the State of Illinois, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of giving such notice. 

ARTICLE X - DIRECTORS, OFFICERS LIABILITY

All shareholders agree to indemnify and hold harmless all directors and officers from any and all mistakes of judgment or any acts or omissions made in good faith and further any personal liability of said officers and directors must be made by a court finding of willful misconduct in the performance of their duties to shareholders or other parties. 

ARTICLE XI - RESERVE ACCOUNT

The reserve account of $100,000 shall at all times be maintained. The reserve account shall not fall below $100,000 without the approval of two-thirds of the general membership. In the event that the corporation is dissolved for any reason, the reserve account and other available moneys in the various accounts shall be distributed without condition pursuant to Article IV, Section 6 of these By-Laws. 

ARTICLE XII - AMENDMENTS

The power to make, alter, amend or repeal the By-Laws of the corporation shall be vested in the Board of Directors. The By-Laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

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