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LAST UPDATED July 8, 2003
AMENDED BYLAWS OF
AMERICAN ACADEMY OF MICROPIGMENTATION
ARTICLE I
OFFICES
Section 1. Principal Office. The principal
office of the Academy shall be located at 2709 Medical Office Place,
Goldsboro, Wayne County, North Carolina.
Section 2. Registered Office. The
registered office of the Academy required by law to be maintained
in the State of North Carolina, may be, but need not be identical
with the principal office.
ARTICLE II
MEETINGS OF MEMBERS
Section 1. Classes of Members. There
shall be three classes of members:
Active Members. Active Members shall be
those members who have been certified as specialists by the Academy
and have paid their annual dues. Active Members shall be
entitled to all privileges of membership, and shall have voting
rights. Active Members may be removed from their status by
the Executive Director or the Chairman of the Board of Directors.
Associate Members. Associate Members are
those members who have paid their dues but are not certified by
the Academy. These members shall be entitled to all privileges
of membership, but will have no voting rights.
Honorary Members. Honorary Members are those
persons who have been recognized by the Academy for their contributions
to the field of micropigmentation. Honorary Members shall
have no voting rights, nor shall they be required to pay annual
dues.
Section 2. Place of Meetings. All
meetings of members shall be held at such places within the United
States as shall be designated in the notice of the meeting, as
established by the Chairman of the Board of Directors.
Section 3. Annual Meetings. The annual
meeting of members shall be held on a date selected by the Chairman
of the Board of Directors.
Section 4. Special Meetings. Special
meetings of the members may be called at any time by (i) the Chairman
of the Board of Directors, (ii) The Executive Director, or (ii)
75% of the Board of Directors.
Section 5. Notice of Meetings. Written
notice stating the date, time, and place of the meeting shall be
given not less than ten nor more than sixty days before the date
of any meeting, either by personal delivery, facsimile transmission,
mail, or private carrier to all Members.
Section 6. Votes. Each Active Member
shall be entitled to one vote on all matters to be voted upon by
the membership. No other members shall be entitled to vote. Each
Active Member must be in actual attendance to vote at a meeting,
and no voting may be handled by proxy.
Section 7. Quorum. At any membership
meeting, one percent of the Active Members shall constitute a quorum.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business
and affairs of the Academy shall be managed by the Board of Directors.
Section 2. Number, Term, and Qualifications. The
number of directors of the Academy shall be no less than five (5)
nor more than ten (10). Each director shall hold office until
the director's death, resignation, retirement, removal, or disqualification. Directors
need not be residents of the State of North Carolina. All
directors must be Active Members.
Section 3. Election of Directors. For
vacancies, directors shall be elected at any annual or special
meeting of the members. Those persons who receive the highest
number of votes at a meeting at which a quorum exists shall be
deemed to be elected. Each Active Member who attends a meeting
shall be entitled to one vote. No voting is allowed by proxy.
Section 4. Vacancies. A vacancy occurring
in the Board of Directors may be filled by election at an annual
or special meeting of the Members called for that purpose.
Section 5. Compensation. Directors
shall not be compensated for their services, but may be paid or
reimbursed for any out-of-pocket expenses incurred in their official
capacities. This does not prohibit payment for lecture fees,
speaker fees, or instructional fees.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. A regular
meeting of the Board of Directors shall be held immediately after,
and at the same place as, the annual meeting of members. In
addition, the Chairman of the Board of Directors may direct the
time and place for the holding of additional regular meetings.
Section 2. Special Meetings. Special
meetings of the Board of Directors may be called by the Chairman
of the Board of Directors. Such meetings may be held either within
or without the State of North Carolina.
Section 3. Notice of Meetings. Regular
meetings of the Board of Directors may be held without notice. The
Chairman of the Board of Directors, when calling for a special
meeting shall, at least five days before the meeting, give notice
thereof by any usual means of communication. Such notice
need not specify the purpose for which the meeting is called. Attendance
by a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called.
Section 4. Quorum. 25% of the directors
then serving, plus the Chairman of the Board of Directors, shall
constitute a quorum for the transaction of business at any meeting
of the Board of Directors.
Section 5. Manner of Acting. The act
of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors. The
vote of 80% of the directors then holding office shall be required
to adopt, amend, or repeal a bylaw, unless with the consent of
the Chairman of the Board of Directors, in which event 50% of the
Directors attending an annual or special meeting is sufficient.
Section 6. Action
Without Meeting. Action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting
if the action is taken by all members of the Board. The action
must be evidenced by one or more written consents signed by each
Director before or after such action, describing the action taken,
and included in the minutes or filed with the corporate records.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the
Academy shall consist of a President, a Secretary, an Executive
Director, a Treasurer, an Historian, Chairman of Membership, Chairman
of Examinations, Chairman of the AAM Convention, Director of Education,
Chairman of the Board of Directors, and such other officers as
the Board of Directors may from time to time elect. Any two
or more offices may be held by the same person, but no officer
may act in more than one capacity where the action of two or more
officers is required.
Section 2. Appointment and Term. The
officers of the Academy shall be appointed by the Chairman of the
Board of Directors or his designee. Each officer shall hold office
until the officer's death, resignation, retirement, removal, disqualification,
or until a successor shall have been appointed. The Chairman of
the Board of Directors may only be removed by unanimous consent
of the Board of Directors, excluding the vote of the Chairman himself.
Section 3. Compensation. The compensation
of all officers of the Academy shall be fixed by or under the authority
of the Board of Directors, and no officer shall serve the Academy
in any other capacity and receive compensation therefor unless
such additional compensation shall be duly authorized. The
appointment of an officer does not itself create contract rights.
Section 4. Removal. Any officer may
be removed by the Chairman of the Board of Directors at any time
with or without cause.
Section 5. Resignation. An officer
may resign at any time by communicating his resignation to the
Academy, orally or in writing. A resignation is effective
when communicated unless it specifies in writing a later effective
date.
Section 6. President. The President
shall, when present, preside at all meetings of members. The
President shall sign, together with either the Executive Director,
the Secretary or the Chairman of the Board of Directors, any deeds,
mortgages, bonds, contracts, or other instruments which may be
lawfully executed on behalf of the Academy. In general, the President
shall perform all duties incident to the office of President, and
such other duties as may be prescribed by the Board of Directors
from time to time.
Section 7. Vice-President. There shall
be such Vice-Presidents as the Board of Directors may establish.
The Board of Directors shall establish one Vice-President to exercise
the duties and powers of the office of the President, in the absence,
death, or disability of the President.
Section 8. Secretary. The Secretary
shall keep accurate records of the acts and proceedings of all
meetings of shareholders and directors. The Secretary shall
give all notices required by law and by these bylaws. The
Secretary shall have general charge of the Academy books and records
and of the corporate seal, and shall affix the corporate seal to
any lawfully executed instrument requiring it. The Secretary
shall sign such instruments as may require such signature, and,
in general, shall perform all duties incident to the office of
Secretary and such other duties as may be assigned from time to
time by the President or by the Board of Directors.
Section 9. Assistant Secretaries. The
Assistant Secretaries shall perform such duties as shall be assigned
to them by the Secretary, the President or the Chairman of the
Board of Directors. In the absence or disability of the Secretary,
the Assistant Secretaries, in the order of their length of service
as such, unless otherwise determined by the Board of Directors,
shall perform the duties of the Secretary. When so acting,
the Assistant Secretary shall have all the powers of and be subject
to all the restrictions upon the Secretary.
Section 10. Treasurer. The Treasurer shall
keep full and accurate accounts of the finances of the Academy
in books especially provided for that purpose, and shall cause
a true statement of its assets and liabilities as of the close
of each fiscal year and the results of its operations and of changes
in surplus for such fiscal year, all in reasonable detail, including
particulars as to convertible securities then outstanding, to be
made and filed at the registered or principal office of the Academy
within four months after the end of such fiscal year. The
statement so filed shall be kept available for inspection by any
shareholder for a period of ten years; and the Treasurer shall
mail or otherwise deliver a copy of the latest such statement to
any shareholder upon written request therefor.
Section 11. Assistant Treasurers. The
Assistant Treasurers shall perform such duties as shall be assigned
to them by the Treasurer, the President or the Board of Directors.
Section 12. Executive Director. The
Executive Director shall be in charge of all day-to-day operational
activities of the Academy, subject to the review and direction
of the Chairman of the Board of Directors. The Executive
Director, or his designee, shall serve as chairman of any meeting
in absence of the President.
Section 13. Bonds. The Board of Directors
may by resolution require any or all officers, agents, and employees
of the Academy to give bond to the Academy, with sufficient sureties,
conditioned on the faithful performance of the duties of their
respective offices or positions, and to comply with such other
conditions as may from time to time be required by the Board of
Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. Any two of the
following: President, Chairman of the Board of Directors, and the
Executive Director, may enter into any contract or execute and
deliver any instrument on behalf of the Academy, and such authority
may be general or confined to specific instances.
Section 2. Loans. No loans shall be
contracted on behalf of the Academy and no evidence of indebtedness
shall be issued in its name unless authorized by the Board of Directors. Such
authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All
checks, drafts, or other orders for the payment of money, issued
in the name of the Academy, shall be signed by such officer or
officers, agent or agents of the Academy, and in such manner as
shall from time to time be determined by the Board of Directors.
Section 4. Deposits. All funds of
the Academy not otherwise employed shall be deposited from time
to time to the credit of the Academy in such depositories as the
Board of Directors shall select.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Seal. The corporate seal
of the Academy shall consist of two concentric circles between
which is the name of the Academy and in the center of which is
inscribed SEAL. Such seal, as impressed or affixed on the
margin hereof, is hereby adopted as the corporate seal of the Academy.
Section 2. Amendments. These bylaws
may be amended, modified or repealed and new bylaws may be adopted
at any regular or special meeting of the Board of Directors. Any
amendments, modifications, or repeals must be by either (i) by
the affirmative vote of 80% of the directors then holding office,
or (ii) 50% of the directors then attending a regular or special
meeting plus the consent of the Chairman of the Board of Directors
and the Executive Director.
I, Sadie Futrell, Secretary of the American Academy
of Micropigmentation, hereby certify the foregoing bylaws as having
been adopted by the membership on ________________, 2001.
_______________________
Sadie Futrell
October 1, 2001
Dear Fellow AAM member,
Enclosed for your review is the notice of the
first AAM General Meeting to take place in Orlando, Florida on
October 25th, 2001 at noon at the Rosen Hotel. The purpose of this
meeting is to ratify the new AAM by-laws and elect our slate of
Officers and Directors for the AAM. This past year has been very
successful for the AAM with our continued growth and influence
in the industry. With our first convention AAM Expo, I believe
we will continue to flourish. In order for future development,
it has become vital that we have a group of officers and directors
to guide the AAM. If you are in agreement with our proposal, please
sign the bottom of this letter and FAX and/or mail it back to Sadie
Futrell at our home office. If you can attend Expo, we look forward
to seeing you there.
Thanks for all your wonderful support.
Sincerely,
Charles S. Zwerling, MD
I _________________________________________________AGREE
WITH THE PROPOSED BY-LAW CHANGES AND THE SLATE OF OFFICERS AND
DIRECTORS FOR THE AAM. I AM A MEMBER IN GOOD STANDING OF THE AAM.
I_______________________________________________DO
NOT AGREE with
The proposed by-law changes and slate of new officers
and directors
SIGNED__________________________________________DATE_______________
please mail your vote of to:
American Academy of Micropigmentation
2709 Medical
Office Place
Goldsboro, North Carolina, 27534
FAX: 919-735-3701
Zwerling@micropigmentation.org
NOTICE OF ANNUAL MEETING OF MEMBERS
TO THE MEMBERS OF THE AMERICAN ACADEMY OF MICROPIGMENTATION: [To
be mailed at least 10 days but no more than 60 days prior to the
meeting to all active members who have been certified as specialists
by the Academy, and have paid their annual dues]
NOTICE IS HEREBY GIVEN that an annual meeting
of the members of the American Academy of Micropigmentation will
be held at Rosen Hotel Orlando on October 25, 2001, at 12 o=clock
noon. for the following purposes:
1. To elect directors and officers of the
Academy.
2. To expand the board of directors
to provide for a board of no less than five (5) nor more than ten
(10). To elect a slate of directors and officers of the Academy. The
following persons have been nominated: Linda Dixon, Kristanne Matzek,
Elizabeth Finch, Rose Marie Beauchemin, Robin Hays, Roxanne Gloria,
Jane Adler, John Hashey, Charles S. Zwerling, Sadie Futrell,
3. The following persons have been nominated
as officers: Linda Dixon, President; Kristanne Matzek, Vice-President;
Sadie Futrell, Executive Director; John Hashey, Historian; Jane
Adler, Chairman of Membership; Charles S. Zwerling, Chairman of
the Board of Directors & Credentials; Rose Marie Beauchemin,
Chairman, Board Exam; Robin Hays, Chairman of the AAM Convention,
and Roxanne Gloria, Director of Education, Elizabeth Finch, Director
at Large
4. To amend the bylaws to provide for changes
in the number, election, and removal of directors; designation
and duties of officers.
5. To transact such other business as may
properly come before the meeting and any adjournment thereof.
Dated: October 1, 2001
_________________________________ Charles
S. Zwerling, President and Chairman AAM
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