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
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
