NEAMA By Laws
Article One – Organization
The Name of this organization shall be New England Adjustment Managers’
Association, Inc. The organization may at its pleasure by a vote of membership body change its name. The organization may also be known as NEAMA.
Article Two – Purposes
The following are the purposes for which this organization has been organized.
A. To conduct activities allowed by Section 501 (c) (3) of the Internal Revenue Code. The organization shall not conduct activities of any kind or nature that are not permitted under Section 501 (c) (3) of the Internal Revenue Code.
B. To promote the development of consumer and commercial credit adjustment as a profession.
C. To establish and maintain credit adjustment practices consistent with the highest standing competence and integrity required by federal, state and local legislation.
D. To promote, establish, maintain, and operate programs to educate and train bankers, the business community and their guests on issues dealing with the credit adjustment profession.
E. To educate the banking and related business community, to work and cooperate with organizations having similar objectives and provisions of education as stated above,
and to conduct all programs allowable by law for a corporation formulated and existing in accordance with M.G.L. Chapter 180.
Article Three – Membership
A. Voting Members
Voting Members in this organization shall consist of all who evidence a desire to support the activities of the organization, who work in the New England states and are duly employed by a Bank, Credit Union or Credit Grantor, said Credit Grantor being defined as an entity which issues credit as duly regulated under the Equal Opportunity Credit Act or the like, including but not limited to Retail Credit Grantors and Commercial Credit Grantors who so qualify, and which employees are duly authorized to represent their employer as a member.
B. Past Presidents.
It is the intent of this organization to recognize its Past Presidents by granting these individuals a free lifetime voting membership, unless any such individual is the authorized voting member representing his or her Bank, Credit Union or Credit Grantor as described hereinabove. The immediate Past President shall serve as a member of the Executive Committee.
C. Non-Voting Members
(1) Non-Voting Associate Members. It is the intent of this organization that membership herein shall also be opened to those Credit Industry-oriented businesses which have evidenced a desire to support the by-laws and activities of the association and are duly authorized to represent their respective employers as a member.
(2) Non-Voting Individual Members. Further, it is the intent of this organization to allow individual members who have previously qualified for membership by virtue of their employment by a qualifying organization as set forth herein to maintain their membership despite a change in, or loss of, employment. Accordingly, then-current individual members who previously qualified for membership pursuant to this Article Three may continue or renew their membership despite any such change in or loss of employment, by submitting an application for individual membership within twelve (12) months of any such change or loss. Such members shall be Non-Voting Individual Members. Individual memberships cannot be renewed by someone who later obtains employment at a qualifying institution as specified in subsections A or B above. A Non-Voting Individual Member may serve on the Executive
Committee only if they were serving on the Executive Committee at the time of their change in or loss of employment as aforesaid, or until they complete their term thereon as the immediate Past President.
D. All Applications for membership in the organization shall be submitted to the President and/or Secretary. The Executive Committee after review shall make their recommendation concerning said membership to the general membership present at any regular and duly constituted meeting. This majority vote of the general membership present shall accept or reject said application for said membership.
E. Termination of a membership shall be voluntary or as may be requested by the organization when there is just cause, and any termination “for cause shall be approved by two-thirds of the membership present and voting at any regular or special meeting, after due notice. Membership in the organization does not imply personal or institutional responsibility for the acts or omissions of other members.
F. To maintain membership in good standing, Associate Members shall attend not less than two (2) scheduled meetings of the association per year. Failure to attend as stated hereinabove without being excused there from by a member of the Executive Committee may constitute cause for termination as stated herein. The Vice President/Treasurer shall be charged with maintaining records of attendance
of Associate Members and shall report said attendance to the President, who shall take whatever action he/she deems appropriate with the advice and consent of the Executive Committee, including, but not limited to, reprimand, suspension, and/or termination, consistent with this Article Three.
Article Four – Meetings
A. The Annual Meeting of this organization by its membership or by its officers in proxy therefore shall be held at a time and place so designated by the President of the organization and shall be held in any event by the third Thursday of July each year. The Secretary shall cause to be communicated to every member in good standing a notice telling the time and place of such Annual Meeting, which shall be given at least ten (10) days prior thereto.
B. Regular meetings of this organization shall be held each month, except for the months of June, July, and August, and shall be at a time, place and day so designated by the Executive Committee.
C. Special meetings of this organization may be called by the President when he/she deems it for the best interest of the organization. Notices of such meeting shall be communicated to all members in good standing at least ten (10) but not more than twenty (20) days before the scheduled meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.
D. At the request of three (3) members of the Executive Committee or ten (10)
members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least fifteen (15) days before the requested scheduled date.
E. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
F. The Vice President/Treasurer of the Association shall be charged with the responsibility for providing the monthly guest speaker at Meetings.
Article Five – Voting
A. At all meetings, including the election of Officers and Directors all votes be via
voice or in such manner as requested by the President, who shall chair said election.
B. At any regular or special meeting, if a majority so requires, any question may be voted upon by ballot. Ballots in this case shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person(s) who cast such ballot.
C. Each voting member shall have one (1) vote in the election of Officers and any amendments to Articles of the Organization and/or By-Laws.
D. Not less than sixty (60) days prior to the date established for the Annual Meeting, the President shall appoint a Nominating Committee of not less than three (3) members. The Nominating Committee shall, not less than thirty (30) days prior to the Annual meeting, submit to the Secretary its written recommendations of the names of the names of candidates for election to the offices of President, Vice President/Treasurer and Secretary, such list to be communicated by the Secretary to the general membership not less than fifteen (15) days in advance of the Annual Meeting.
E. No later than the completion of the May meeting immediately preceding the Annual Meeting, Non-Voting Associate Members interested in serving in the position of Associate Member Liaison to the Executive Committee shall be required to submit a letter of interest to the Chairperson of the Nominating Committee. All such interested candidates will be included on the communication from the Secretary to the general membership but the voting for this position will be done solely by the associate members in attendance at the Annual meeting.
Voting shall be via voice or in such manner as requested by the President who shall chair said election.
F. Except with regard to the position of Associate Member Liaison to the
Executive Committee, which shall be governed in accordance with subsection E to this Article, additional nominations for any office may be made by presentation to the Secretary of a petition signed by at least three (3) member institutions no later
than five (5) days prior to the Annual Meeting.
G. Voting shall be consistent with subsections A and B as stated hereinabove by authorized members present at the Annual Meeting. Proxies will not be recognized in any voting. A majority of those voting members present will be required for the election of Officers and Directors.
H. Any defeated candidate may be nominated from the floor for the lesser office.
Article Six - Order of Business
Rules of Order. Roberts Rules of Order Revised shall govern the conduct of all meetings of the organization, when not in conflict with the provisions of the By- Laws and Articles of the organization.
The order of business at meetings shall be as follows:
- Roll Call.
- Reading of the minutes of the preceding meeting.
- Reports of Committees.
- Reports of Officers.
- Old and Unfinished Business.
- New Business.
- Good and Welfare.
Article Seven - Executive Committee
A. The business of this organization shall be managed by an Executive Committee consisting of the President, Vice President/Treasurer, Secretary, immediate Past President, and Associate Member Liaison. At least one of the directors elected shall be a resident of or work within the State of Massachusetts and be a citizen of the United States.
B. The Executive Committee shall have the control and management of the affairs and business of this organization. Such Executive Committee shall only act in the name of the organization when it shall be regularly convened by the President after due notice to all the Executive Committee members of such meeting.
C. Three (3) of the members of the Executive Committee shall constitute a quorum and the meeting of the Board of Directors shall be held monthly, if possible, at a date, at a time, and in a place as designated by the President.
D. Each member of the Executive Committee shall have one vote and such voting
may not be done by proxy.
E. The Executive Committee may make such rules and regulations covering its meetings as it may, in its discretion, determine necessary.
F. Vacancies in the said Executive Committee shall be filed by a vote of the majority of the remaining members of the Executive Committee for the balance of the year
and shall select a secretary from one of their number.
G. An Executive Committee member may be removed when sufficient cause exists for such removal. The Executive Committee may entertain charges against any such member. A committee member may be represented by counsel upon any removal hearing. The Executive Committee shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.
Article Eight – Officers
A. The officers of the organization shall be as follows:
President (May also be known as Chairman)
Vice President/Treasurer (May also be known as Vice Chairman) Secretary (May also be known as Clerk)
The duties of the officers shall be as follows:
The President shall preside at all regular monthly meetings, any specially called meeting, and the Annual Meeting.
He/she shall by virtue of his/her office be Chairman of the Board of Directors. He/she shall present at each Annual Meeting of the organization an annual report of
the work of the organization.
He/she shall see that all books, reports and certificates are properly kept or filed as required by law.
He/she shall be one of the Officers who may sign checks or drafts of the organization.
He/she shall have such powers as may be reasonably construed as belonging to the Chief Executive Officer of any organization.
The Vice President/Treasurer shall in the event of the absence or the inability of the president to exercise his/her office become acting President of the organization with all the rights, privileges and power as if he/she had been duly elected President.
He/she shall assume the responsibility of chairmanship of the Scholarship Committee during his/her tenure as Vice President/Treasurer of the organization. He/she shall have the care and custody of any and all moneys indicated by the organization as belonging to the Scholarship Fund, and shall render at stated periods as the Executive Committee shall determine a written account of the account of the finances of the Scholarship Fund;
The Vice President/Treasurer of the organization shall be responsible for providing monthly guest speakers at all monthly meetings except as otherwise provided in these by-laws;
The Vice President/Treasurer shall assume the responsibility for providing monthly accounting of all funds received and spent by the organization. As no association business is conducted in July and August, a combined report for July 1 – August 31 may be submitted for any activity which occurs. The Treasurer shall also be responsible for the collection of Annual Dues, Monthly meeting dues, raffle funds at monthly meetings and the payment of expenses duly incurred by the association.
The Secretary shall be responsible for the communication of all association notices via email to the membership and for accepting and sending correspondence to outside entities on behalf of the organization.
The Associate Member Liaison shall be a voting member of the Executive Committee. This person shall be selected according to Article 5E.
Article Nine – Salaries
A. The Executive Committee shall hire and fix the compensation of any and all employees which they in their discretion, may determine to be necessary in the conduct of the business of the organization.
B. The Executive Committee shall hire and fix the compensation of any and all employees which they in their discretion, may determine to be necessary in the conduct of the business of the organization.
Article Ten – Committees
A. All Committees of this organization shall be appointed by the President and approved after a vote duly taken by the Officers of the organization. A Committee’s term of office shall be for a period that shall coincide with the duly elected Executive Committee’s term of office or less if sooner terminated by the action of the President after a vote duly taken by the Officers of the organization.
B. Advisory Board.
1. The President shall appoint an advisory board consisting of five (5) members for the purpose of providing guidance at Executive Committee meetings. It is recommended that a minimum of two (2) active Past Presidents and two (2) active members be selected for this committee, with the final member being appointed at the President’s discretion.
2. The Advisory Board shall be charged with the responsibility of making recommendations that will insure the viability of the organization and its continued growth and success, as well as imparting the benefit of their knowledge and acumen to the Executive Committee.
3. Any Advisory Board Member shall have the right to attend any and all Executive Committee meetings and to observe and offer counsel. The President shall be charged with informing the Advisory Board of Executive Committee meetings and shall invite all Advisory Board members to attend the same.
The following shall be considered to be permanent committees; however the President, may in its sole discretion, create such other committees as it shall deem necessary:
Seminar and Trade Show
Article Eleven – Amendments
These By-Laws may be altered, amended, repealed or added to by an affirmative vote note less than a two-thirds (2/3) vote of members present and voting at any general or special meeting, provided that written notice of the proposed amendment or amendments has been mailed to the last known address of each member at least ten (10) days prior to the date of such meeting.
Article Twelve - Code of Conduct
The organization expects and requires a high standard of conduct by its members, associate members and guests and will not tolerate any offensive conduct which is considered to be objectionable by others. The organization will not allow members, associate members or guests to solicit business from our membership at any of our regular, special or annual meetings.
Article Thirteen - Scholarship Grant Committee
The Vice President/Treasurer shall be responsible for maintaining the Scholarship Funds of the Organization, for securing, maintaining and managing a relationship with a neutral, third-party Scholarship selection organization, and for serving as liaison with the general membership.