MembersWRITING INSTRUMENT MANUFACTURERS ASSOCIATION, INC.
Amended October 24, 1993
Amended May 17, 1994
Amended February 2, 1995
Amended June 20, 1995
Amended October 8, 1995
Amended March 3, 1999
Amended April 4, 2003
Amended April 1, 2005
Amended May 7, 2009
Amended October 30, 2015
Approved June 9, 2017
ARTICLE I
Name
The name of the Association shall be the Writing Instrument Manufacturers Association, Inc., effective November 1, 1963 (incorporated in the State of New York).
ARTICLE II
Principal Place of Business
The principal office of the Association shall be in a location designated by the Board of Directors.
ARTICLE III
Definitions and Objectives
SECTION 1: The term "industry" includes manufacturers and exclusive distributors of writing instruments such as pens, cased pencils, mechanical pencils, markers, erasers, components thereof and suppliers of machinery, equipment, and services to the manufacturers thereof.
SECTION 2: The purpose of the Writing Instrument Manufacturers Association shall be to promote the overall interest of the writing instrument industry in the United States, Canada, and Mexico. To this end, the Association will strive to keep its members well informed on issues which affect the industry and individual companies. The Association will provide a forum in which to discuss such issues and take such action as is deemed appropriate. The Association will maintain a public relations program to inform the general public concerning the safe and proper use and the importance of writing instruments.
SECTION 3: The Association is not organized for pecuniary profit and shall not declare dividends, or other financial distribution to members. In the event of dissolution of the Association, in accordance with the applicable laws of the State of New York, all assets, after payment of just debts, fees, charges, and expenses, shall be delivered as a contribution to an educational institution or non-profit organization, as selected by the majority of the members of the Association, which holds, as part of its goals, the furtherance and advancement of handwriting, and no part of the assets shall inure to the benefit of any member of the Association.
SECTION 4: The Writing Instrument Manufacturers Association and its members are committed to the conduct of business on the basis of expertise, effort, and ability, with ethical and responsible behavior in compliance with the laws and regulations of pertinent government authorities. The Association will support the ethical conduct of business in the writing instrument industry worldwide.
ARTICLE IV
Membership
Part I - Voting Members
SECTION 1: Any legally established for profit business entity which falls into the following business classifications may be admitted to membership in the Association and shall be entitled to vote in accordance with Section 3.
A. Writing and Marking Instrument Manufacturers. Applicant must operate facilities within the United States, Canada or Mexico for the manufacture, assembly or distribution of finished writing and marking instruments in the United States, Canada or Mexico.
B. Component Manufacturers. Applicant must operate facilities within the United States, Canada, or Mexico for the manufacture or assembly of components, materials, equipment, machinery or supplies used by manufacturers of writing and marking instruments.
C. Raw Material Suppliers. Applicant must operate facilities within the United States, Canada or Mexico for the development, extraction or production of raw materials being supplied to manufacturers and component suppliers of writing and marking instruments.
D. Advertising Specialty Members. Applicant must distribute writing and marking instruments in the United States, Canada or Mexico manufactured by finished product manufacturers.
SECTION 2: Application for membership shall be submitted on the membership application form provided by the Association accompanied by remittance covering membership dues for one year. Such applicant shall be accepted for membership provided that it is recommended by affirmative vote of a majority of the Board of Directors. In the event that an applicant is denied membership by vote of the Board of Directors, such applicant shall have the right to appear before the Executive Committee and explain why it believes it is qualified for membership in the Association. After such appearance, the applicant may be admitted to membership by affirmative vote of two thirds of the Executive Committee (excluding any ex officio members).
SECTION 3: Whenever membership is in the name of a company, such company shall designate an individual who shall exercise the voting power of the company. The designation may be changed by the member company at any time upon notice to the executive officer of the Association. The individual designated may appoint an alternate or a proxy provided that notice of such fact is given to the Association and provided that such alternate is affiliated with the business of the member.
SECTION 4: In the event a prospective member engages in business as a manufacturer, or distributor, of writing instruments, or as a component manufacturer, the dominant business by dollar volume shall determine the membership classification. All members will only exercise one vote on Association issues.
SECTION 5: The resignation of a member shall not be accepted unless notice in writing shall have been given to the Executive Director, and all dues and obligations to the Association, including dues for the current fiscal year, shall have been paid in full.
SECTION 6: Any member who fails to pay dues or assessments in accordance with ARTICLE VI shall be suspended, unless by a majority vote of the Board of Directors present at a regular or special meeting, other action or disposition is directed.
SECTION 7: Any membership may be suspended or terminated for cause pursuant to the procedures set forth in this section. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws, or rule or practice properly adopted by the Association, or any other conduct prejudicial to the interests of the Association. Such suspension or termination of membership shall be by a two-thirds vote of the entire membership of the Board of Directors present at a regular or special meeting. Prior to any such meeting, a statement of the basis for the possible suspension or termination of the membership shall be mailed by first class mail to the last recorded address of the member, and emailed to the representative’s last recorded email address, at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the suspension or termination of membership shall be considered, and the member shall have the opportunity to appear in person, or by its representative, and present any information relevant to, or reasons why, such suspension or termination should not occur before action is taken thereon. Notwithstanding the provisions of this Section and Article IV, Part I, Section 8, a member may be suspended or terminated pursuant to the provisions of Article VI, Section 3 and in such case, the provisions of Article VI, Section 3 shall solely govern the process for such suspension or termination and the procedures set forth in this paragraph shall not apply.
SECTION 8: Membership in the Association shall be terminated when the member, be it an individual or business concern, ceases to meet the requirements for membership as stated in Section 1 of this Article. The Executive Director may, on his or her own initiative, and shall, at the request of any member, investigate any change in the name, personnel or business of any member, and shall submit a report of his or her investigation to the Board of Directors. If such report recommends the termination of membership, the member shall be requested to appear before the Board of Directors either personally, by the individual designated by the company.under Article IV, Part I, Section 3, or such other person as it may designate. Prior to any such meeting, a statement of the basis for the possible termination of membership shall be mailed by first class mail to the last recorded address of the member, and emailed to the representative’s last recorded email address, at least fifteen (15) days before the meeting of the Board of Directors. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the termination from membership shall be considered and that the member shall have the opportunity to appear in person or by its representative and present any information relevant to, or reasons why such termination should not occur before action is taken thereon. After the meeting of the Board of Directors, the Board of Directors may, by a two-thirds vote of the members of the Board present at a regular or special meeting, terminate the membership of any such member.
Part II - Non-Voting Members
SECTION 1: Any legally established for profit business entity whose business falls within the classification set forth in the following Subsections, may be admitted as a non-voting member of the Association:
A. Non-North American Writing and Marking Manufacturers. Applicant must be a United States, Canadian, or Mexican based affiliate of a manufacturer, assembler or distributor of writing instruments whose business in the United States is the sale of such writing and marking instruments.
B. Non-North American Component Manufacturers. Applicant must be a United States, Canadian, or Mexican based affiliate of a manufacturer, assembler, or distributor of components, materials, equipment, machinery or supplies used by manufacturers of writing and marking instruments and whose business in the United States is the sale of such articles.
C. Exclusive Distributors. Applicant must be a U.S. person, partnership or corporation, with a contract from a foreign writing or marking instrument manufacturer or a foreign component manufacturer, which indicates they have the exclusive right to distribute their writing instruments or components in the U.S., Canada, or Mexico. (For reference, a distributor will be defined as the importer of record for the writing instruments or components.)
SECTION 2: Non-voting members shall not be eligible to hold office, serve on the Board of Directors, or serve as chairman of any of the committees of the Association.
SECTION 3: Application for non-voting membership in the Association shall be subject to the same requirements and procedures as set forth in Part I, Section 2, applicable to voting members.
SECTION 4: The provisions of this article applicable to voting members as set forth in Part I, Sections 4 through 8 shall also apply to non-voting members under this part.
ARTICLE V
Corporate Insignia
SECTION 1: The Association shall approve and adopt an insignia, which shall appear on the Association's stationery and shall be of a design suitable to the writing instrument industry.
SECTION 2: The Association shall take such steps as may be necessary and appropriate to register the insignia as the Association trademark and to reserve its use to the Association and membership in accordance with these bylaws.
SECTION 3: In addition to the executive office of the Association, the insignia may be used by active members only.
ARTICLE VI
Finances, Dues, Assessments
SECTION 1: The fiscal year of the Association shall begin on the first day of January of each year and end on the thirty-first day of December of the same year.
SECTION 2: The budget for the ensuing fiscal year shall be prepared by the Executive Committee, shall be submitted to the Board of Directors, and shall become effective upon approval of the Board of Directors, no later than the first day of January of each year.
SECTION 3: Each member shall pay dues and assessments in amounts determined annually by the Board of Director. Payments shall be sent to the Association's executive office for deposit. Said dues and assessments shall be based on the company’s prior year sales in the United States, Canada, and Mexico, and shall be deemed due and owing on the sixtieth day of the fiscal year. If the member's dues or assessments are not paid by the sixtieth day of the fiscal year, the member shall be temporarily suspended and shall suffer the loss of all benefits of membership. Such temporary suspension shall take effect automatically and shall require no further action. The Executive Director shall give the suspended member notice in writing of the temporary suspension and request immediate payment of dues and/or assessments. If payment is not received by the one hundred twentieth day of the fiscal year, the member shall be automatically suspended and must be reinstated to membership by the procedure set forth in Section 4.
SECTION 4: A member suspended from the Association for nonpayment of dues and/or assessments may, upon approval of two-thirds of the Board of Directors present at a regular or special meeting, be reinstated to membership upon payment to the Association of the dues and/or assessments in arrears plus a reinstatement fee of 20% of the amount due. A member who resigns and seeks membership again within two years must also pay a penalty reinstatement fee of 20% of the new dues. This penalty may be waived by the Board if the ownership of the member company changes during the two year period.
SECTION 5: The funds of the Association shall be deposited in a general account in the name of the Association subject to withdrawal in such a manner as may be determined by the Board of Directors. Accounting records and books of account shall be maintained at the Association's executive office. All records covering the general Association account shall be reviewed or audited by independent auditors once yearly after the expiration of the fiscal year and a report of such review or audit shall be filed with the Board of Directors.
ARTICLE VII
Officers
SECTION 1: The officers of this Association shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. All such officers shall be members of the Board of Directors of the Association.
SECTION 2: The Executive Director shall administer the affairs and activities of the Association and shall be appointed by the Board of Directors which shall fix its compensation and tenure of office, and shall prescribe, and from time to time, alter its powers and duties. The Executive Director shall be the custodian of the records of the Association and shall take charge of all correspondence. The Executive Director need not be a member of the Association.
SECTION 3: The President, who may not be an employee of the Association, shall preside at all meetings of the Association and the Board of Directors. He shall be the executive head of the Association, enforce its bylaws, and execute the will of the Association and of the Board of Directors. The President shall appoint all committee chairmen, and shall serve as an ex-officio member of all committees. The President shall serve for a term of two years, to be succeeded by the First Vice President.
SECTION 4: The First Vice President shall serve in the absence of the President, or in the event of the latter's inability to serve, and shall also perform such other duties as may be given by the Board of Directors. The First Vice President shall serve for a term of two years, to be succeeded by the Second Vice President.
SECTION 5: The Second Vice President shall serve in the absence of the First Vice President, or in the event of the latter's inability to serve, and shall also perform such other duties as may be given by the Board of Directors. The Second Vice President shall serve for a term of two years, to be succeeded by the Secretary.
SECTION 6: The Treasurer shall be responsible for all monies and assets belonging to the Association under direction of the Board of Directors. The Treasurer shall serve for a term of two years. The Treasurer shall, upon ceasing to hold the office, surrender to his or her successor in office, when qualified, or to such other person as the Board of Directors may designate, all monies, books, papers, and other records of the Association under his or her control. He shall make reports to both the Board of Directors and the members, when called upon. The Treasurer may serve multiple consecutive two year terms.
SECTION 7: The Secretary shall be responsible for all minutes, correspondence, and other records of the Association. The Secretary shall serve for a term of two years.
SECTION 8: Any officer may be removed from office by a vote of not less than two-thirds of the members present at any regular meeting or at any special meeting called for that purpose.
SECTION 9: In the event of the resignation, continued absence, or inability of any officer to complete its applicable term, the position for the unexpired term may be filled by an appointment by the President subject to approval by a two-thirds vote of the Board of Directors present at the next regular or special meeting.
SECTION 10: All officers shall hold office for two years or until their successors have been elected and qualified.
ARTICLE VIII
Board of Directors
SECTION 1: The Board of Directors shall consist of the five elected officers and up to twenty (20) other members, all of whom shall be elected each year by the membership at their annual meeting. At no time shall the Board be composed of less than twelve (12) members.
SECTION 2: The Board of Directors shall constitute the governing body of the Association. It shall be vested with full power and authority to carry out the purpose for which this Association is organized and put into effect all resolutions and decisions of the association. In addition to the general powers over the affairs of the Association, it shall have the express power to exercise general supervision over the receipts and expenditures of the Association, fill any vacancies in the offices of the Association, and define the duties of its officers, fix the compensation of employees and agents and officers of the Association, and do all other acts and things which it deems to be in the best interest of the Association.
SECTION 3: The Directors shall be representatives of voting members of the Association. In the event that an individual designated to exercise the voting power of a member firm or company who is an elected Director no longer represents his or her member company, or resigns, the member company may, within 60 (sixty) days, designate another representative, active in their business, to replace the elected Director, subject to approval by two-thirds vote of the Board of Directors present at the next regular or special Board meeting.
SECTION 4: The members of the Board shall represent a cross-section of member interests, including both large and small companies.
SECTION 5: In the event of the resignation of an individual elected as a Director who is not duly replaced according to Section 3 above, the President of the Association may appoint a qualified Director to complete the unexpired term subject to approval by a two-thirds vote of the Board of Directors present at the next regular or special meeting. As much as is possible, the appointed Director should represent a similar constituency as the representative of the member company who resigned.
SECTION 6: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings. A majority of the Directors present shall be necessary to approve all motions, except as otherwise provided in these bylaws.
SECTION 7: Meetings of the Board of Directors shall be held as directed by the President, or by motion of the Board of Directors, but there shall not be less than one meeting of the Board in any fiscal year.
ARTICLE IX
Meetings of Members
SECTION 1: One annual meeting of the members shall be held at a time and place to be determined by the Board of Directors and such additional meetings may be held as desired by the membership of the Association, provided that notice of all meetings shall be mailed, faxed or emailed to each member at least two weeks in advance of the meeting setting forth the time and place of such meetings and an agenda for the meeting.
SECTION 2: Other meetings of the Association may be called by the President, or by the Board of Directors, or upon written request by one-third of the members to the President or the Board of Directors, provided that notice of all meetings shall be mailed, faxed or emailed to each member at least two weeks in advance of the meeting setting forth the time and place of such meetings and an agenda for the meeting.
SECTION 3: A quorum at all member meetings of the Association shall be twenty percent of the members. If no quorum is present, the presiding officer may adjourn the meeting from time to time until a quorum is present.
ARTICLE X
Elections
SECTION 1: All members of the Board of Directors shall be elected at the annual meeting of the membership and shall take office upon election.
All officers shall be elected at the annual meeting of the Board of Directors following the election of directors and shall take office upon election.
SECTION 2: The individuals elected as officers and as members of the Board of Directors are so elected as representatives of the company in whose name the membership stands. If a member of the Board of Directors no longer represents the qualified member of record, then such member may name another actively engaged in the qualified member's business to so represent him or it, subject to a two-thirds vote of approval by the Board of Directors at a regular or special meeting. Should the member company of a retiring member of the Board of Directors fail to exercise its right to appoint a successor from the company within 60 (sixty) days of a written notification by the Executive Director of its right to do so, then its successor shall be appointed by the President subject to a two-thirds vote of approval by the Board of Directors at a regular or special meeting.
ARTICLE XI
Committees and Sections
SECTION 1: The Board of Directors shall have an Executive Committee and an Audit Committee. The Association shall have a Pencil Section. The Board of Directors shall appoint such other committees and sections as necessary. A committee or section may only have the authority of the Board of Directors if it is expressly given such authority by these bylaws or by resolution of the Board and is constituted solely of Directors. The Chair of each committee or section must be a member of the Board of Directors. The President shall appoint the Chairs annually.
SECTION 2: The structure and voting rights of the sections may only be modified by a majority of the voting members of the section and must be approved by no less than eighty percent of the Board of Directors present at the next regular or special meeting.
SECTION 3: There shall be a standing Section of the Association known as the Pencil Section. All manufacturers and distributors of cased pencils shall be eligible for participation in the Pencil Section. Also, all component suppliers and raw material suppliers to the cased pencil industry shall be eligible for participation in the Pencil Section. Voting in the Pencil Section shall be governed by the WIMA Bylaws. All members of WIMA are entitled to attend Pencil Section meetings.
SECTION 4: There shall be a standing Committee of the Board of Directors known as the Executive Committee. The Executive Committee members will be elected at the Board of Directors meeting following the election of Officers. All current Officers shall serve on the Executive Committee as the only voting members. All Past Presidents of the Writing Instrument Manufacturers Association and the Pencil Makers Association may serve on the Executive Committee as non-voting members. The Executive Committee may exercise the powers of the Board of Directors except for those powers set forth in Section 6 of this Article XI of these bylaws. The Executive Committee shall report to the Board of Directors at its succeeding meeting on any action taken by the Committee.
SECTION 5: There shall be a standing Committee of the Board of Directors known as the Audit Committee, the members of whom shall be elected by a majority of the Board of Directors from among the Directors who are not currently serving on the Executive Committee. The Audit Committee will be responsible for, inter alia, the following tasks: (1) oversee the accounting and financial reporting processes of the Association; (2) plan and review any and all audits with an independent auditor before, during, and after such audit; (3) review the performance of the independent auditor annually; (4) upon request, report to the Board of Directors the activities and findings of the Audit Committee; (5) oversee the adoption, implementation, and compliance with, the Conflict of Interest and Whistleblower Policies; and (6) any other activity as is deemed appropriate and necessary in the discretion of the Audit Committee and/or the Board of Directors.
SECTION 6: No committee or section of any kind shall have authority as to the following powers: (1) the submission to members of any action requiring members’ approval under New York law; (2) the filling of vacancies in the Board of Directors or any committee; (3) the fixing of compensation of the directors for serving on the Board or any committee; (4) the amendment or repeal of the bylaws or adoption of new bylaws; (5) the amendment or repeal of any resolution of the Board by which its terms shall not be so amendable or repealable; (6) the election or removal of officers and directors; (7) the approval of a merger or plan of dissolution; (8) the adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Association; and (9) the approval of amendments to the certificate of incorporation.
ARTICLE XII
Insurance and Indemnification
SECTION 1: The Association shall at all times maintain General Liability Insurance in a minimum amount of $500,000 and Directors and Officers Liability Insurance in a minimum amount of $2 million.
SECTION 2: The Association shall provide for the indemnification by the Association of any and all its Directors and Officers, or former Directors and Officers, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been Directors or Officers of the Association, as permitted under Sections 722, 723, 724 and 725 of the New York Not-for-Profit Corporation Law.
SECTION 3: Nothing in this Article will prevent an individual from petitioning a court for indemnification pursuant to Section 723 of the New York Not-for-Profit Corporation Law.
SECTION 4: Pursuant to Section 726 of the New York Not-for-Profit Corporation Law, the Association may purchase and maintain insurance to indemnify the Association for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article, and to indemnify directors and officers in instances in which they may be indemnified by the Association.
ARTICLE XIII
Certification Programs
The Association recognizes that three separate and distinct Product Certification Programs have been developed to meet the needs of the Cased Pencil Manufacturers, Ink Based Writing Instrument Manufacturers and Manufacturers of Erasers sold separately from pencils, respectively. Any change in the Pencil or Eraser Certification Program must be approved by a majority of the voting members of the Pencil Section and be approved by no less than eighty percent of the Board of Directors present at the next regular or special meeting. Any changes in the Ink Certification Program must be approved by eighty percent of the Board of Directors present at the next regular or special meeting.
ARTICLE XIV
Amendments
SECTION 1: These bylaws, with the exception of Article XII, may be altered, amended or repealed by the affirmative vote of not less than two-thirds of the members of the Board of Directors present at any regular or special meeting of the said Board, provided that written notice of the proposed alteration, amendment or repeal shall be mailed, or emailed, to each member of the Board in advance of the date of said meeting to permit such member to attend. Amendments to Article XII must be approved by eighty percent (80%) of the members of the Board of Directors as convened in this paragraph.
These bylaws, with the exception of Article XII, may also be altered, amended or repealed by the affirmative vote of not less than fifty-one percent of the members of the Association provided that written notice of the proposed alteration, amendment or repeal shall be sent to each member of the Association in sufficient time in advance of the date of said meeting to permit said member to attend.
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