SSIA Bylaws

(As amended July 25, 2015)

Article 1. Name and Formation
Article 2. Membership
Article 3. Officers, Directors, Etc.
Article 4. Nomination and Election of Directors
Article 5. Duties of Officers and Directors
Article 6. Meetings, Quorums, Etc.
Article 7. Membership Dues
Article 8. Miscellaneous
Article 9. Amendments

The following Bylaws shall repeal and supersede all former bylaws of the Association and shall take effect immediately upon acceptance By the Board of Directors, subject to final approval at the next annual meeting of the Association.

Article 1. Name and Formation

The name of the Association shall be: Shoe Service Institute of America. The form of organization of the Association shall be that of an incorporated Association not organized for profit. No dividends, rebates or other allowances in the form of money shall at any time be paid to the members of the Association from the revenues it receives in dues or from the earnings of any other activity it may engage in. The sole benefit which shall be given to members of the Association shall be in the form of services and any services offered to any member in any particular membership classification shall be offered to all members in that classification alike.

Article 2. Membership

Section 1. Wholesaler Membership
Any firm, company or corporation who is a wholesale-distributor of multi-brands of manufactured shoe repair or boot repair products, or similar products, shall be eligible for membership as a wholesaler member. The Board of Directors shall have the authority to determine the eligibility of any applicant for membership and may consider all relevant facts including, but not limited to, the following:

The number of manufacturers whose products are resold by the applicant to independent retailers.
The length of time the applicant has been in business as a wholesale-distributor.
The number of independent retailers who recognize the applicant as a wholesale-distributor of shoe or boot repair products. For the purposes of this Section, “independent retailers” shall not include any retail outlet in which the applicant or any officer, director, employee or partner of the applicant, has any financial interest including, but not limited to any direct or indirect owner-ship of stock, leases, loans or the like.
The size and nature of the applicant’s warehouse facility and its location with respect to any retail outlet.
The type of catalog or merchandise listing which the applicant uses in the sale of the products it distributes.
The nature of its sales staff and other services which it provides to its customers.
The method which it uses to deliver products to its customers.
Any other factors that the Board of Directors feels are relevant.

Multiple Store Groups
Any person, firm or corporation eligible to membership under the provisions of these bylaws, and any person, firm or corporation under these bylaws who operates two or more stores under one or more operating or trade names, shall be eligible for one membership. Each store in any such multiple store group shall receive the services rendered by the Association to its members, provided, however, that the entire group of stores (regardless of the number of individual stores comprising the same) shall be treated as a unit and such unit shall be entitled to the privileges of one membership and shall be entitled to but one vote on put to a vote of the members.

Section 2. Supplier Membership
Supplier membership is available to any firm, company or corporation which is a recognized seller of leather, rubber shoe products, shoe findings, shoe store supplies or similar products to wholesaler-distributors in the shoe repair industry. Supplier membership is also available to any firm, company or corporation selling shoe repairing machinery.

Section 3. Repairer Membership
Any shoe repairer or retailer shall be eligible for repairer membership in the Association.

Multiple Store Groups
Any person, firm or corporation to membership under the provisions of these bylaws, and any person, firm or under these bylaws who operates two or more stores under one or more operating or trade names, shall be eligible for one membership. Each store in any such multiple store group shall receive the services rendered by the Association to its provided, however, that the entire group of stores collectively (regardless of the number of individual stores comprising the same) shall be treated as a unit and such unit shall be entitled to the privileges of one membership and shall be entitled to but one vote on any question put to a vote of the members.

Section 4. Associate Membership
Any person, firm, company or corporation which sells non-shoe repair products or services such as computer hardware, software or insurance, to the shoe repair industry, shall be eligible for Associate Membership. The Board of Directors shall have the sole discretion to accept or reject any application for Associate Membership. Associate Members shall be allowed to exhibit at national and regional expositions.

Section 5. Application for Membership
All applications for membership shall be submitted, on the application form of the Association, to the Board of Directors for approval.

Article 3. Officers, Directors, Etc.

Section 1. Directors
There shall be nine (9) elected Directors of the Association, composed of three (3) wholesaler members, three (3) supplier members, and three (3)repairer members, who shall serve for a term of three (3) years.

Section 2. Officers
The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. Such officers shall be elected by the Board of Directors from among the Board members. Each officer shall serve for a term of one year. An Officer may be elected to no more than three consecutive one year terms in any one capacity.

Section 3. Vacancies
Any Director who absents himself/herself from three consecutive meetings of the Board of Directors, or who participates, on an annual basis in less than 60% of the meetings of the Board of Directors, shall automatically cease to be a Director and a new Director shall be elected by the remaining members of the Board. The new director shall be elected from the same membership category as that of the departing director. The new director shall serve the unexpired term of the departing director.
In case a vacancy occurs for any other reason such vacancy shall be filled in the same manner as set forth above.

Section 4. Succession
No Director who has served two (2) full successive terms of three (3) years each may be elected to succeed himself or herself.

Article 4. Nomination and Election of Directors

Section 1. Nominating Committee
A nominating committee consisting of the entire Board of Directors shall nominate three (3) new Board Members each year, nominating one (1) nominee from the wholesaler members, one (1) nominee from the supplier members, and one (1) nominee from the repairer members.

Section 2. Nominations.
At that session of the annual meeting the Secretary shall declare the meeting open for the nomination and election of Directors. The Secretary shall read the names of the nominees selected by the Board. After the Secretary has made the report the floor shall be opened for nominations. Any wholesaler, supplier or repairer member in good standing may place in nomination the name of any person in standing in the same category as the person submitting the name (except him or herself) as a nominee for director. Such nominations must be seconded by a member of the same membership category to be valid. After receiving such other nominations or waiting a reasonable time to afford an opportunity for them to be made, Secretary shall declare the nominations to be closed.

The nomination and election of Directors shall be conducted by the Secretary. If the Secretary is unable to act, the President of the Association shall act in place of the Secretary.

Section 3. Election.
The election of Directors shall take place at the annual meeting immediately following the closing of the nominations for same.

Section 4. Voting Rights.
Board members shall be elected by a simple majority of the members in good standing in each membership category voting at the annual meeting.

Section 5. Method of Voting.
The Secretary shall determine whether the election of Directors shall be by voice vote or by ballot and shall appoint tellers and have charge of all other details of the election provided however that any member may demand that the elections be by secret ballot in which case the election shall be conducted by that method.

Section 6. Members Eligible to Vote.
Each wholesaler, supplier and repairer member present and in good standing shall be entitled to one vote at any meeting of the Association.

Section 7. Assumption of Office.
The newly elected Directors shall take office at the close of the annual meeting at which elected.

Article 5. Duties of Officers and Directors

Section 1. President
It shall be the duty of the President to preside at all meetings of the Board and of the Association. The President with the consent of the Board of Directors, may, from time to time, establish and appoint committees and Whatever other duties as directed by the Board.

Section 2. Vice-President
The Vice-Present shall act in the place of the President when the President is not available,

Section 3. Treasurer
He or she shall be responsible for the management of the financial affairs of the Association in accordance with the provisions of these bylaws; shall make a report of the financial condition of the Association at the annual meeting.

Section 4. Secretary
He or she shall be responsible for maintaining all records of the Association; shall work in cooperation with the Board in conducting the nominations of Directors; and shall cause notice of the annual meeting to be sent to all members in good standing at least thirty (30) days prior to the holding of such meeting.

Section 5. Board of Directors
The Board of Directors shall be the governing body of the Association. It shall decide all matters of Association policy and have general supervision and direction of the affairs of the Association, subject only to the mandates of the members in an annual meeting assembled. It shall engage the services of the and establish his compensation and duties. It shall be a particular duty of the Board of Directors, before such annual meeting, to prepare a program of endeavor for the Association for the ensuing year together with an estimate of the cost of carrying out the same. From this program and from an estimate of probable revenues, the Board of Directors shall establish a budget of income and expenses for the ensuing year and shall endeavor to see that the Association operates within such budget

Section 6. Association Manager
The administration and management of the Association may be in a staff head, employed or appointed by and directly responsible to the Board of Directors. He or she shall have the title of Association Manager. He or she shall have responsibility for the management and direction of all operations, programs, activities, and affairs of the Association, as directed by the Board of Directors, including the planning and operating of all regional shows and the annual convention. He or she shall have such other duties as may be prescribed by the Board.

Article 6. Meetings, Quorums, Etc.

Section 1. Annual Meeting
The Association shall hold an annual meeting at such place as shall be decided by the Board of Directors. The dates and duration and program for the annual meeting shall be decided by the Board of Directors.

Section 2. Notice of Annual Meeting
Notice of the annual meeting shall be caused to be sent out by the Secretary to all members at !east thirty (30) days prior to the date of the annual meeting.

Section 3. Meetings of Directors
A meeting of the Board of Directors shall be held immediately prior to the holding of the annual meeting, immediately thereafter and at least once more during the year. Special meetings of the Board of Directors may be called at any time by the President or any three Board Members, Board meetings may be held by telephone conference call.

Section 4. Notice of Directors Meetings
Notices of the meetings of the Board of Directors shall be sent to the members thereof at least ten (10) days prior to the holding of the same, except the meeting following the annual meeting which may be posted or announced thereat. Notice may be by telephone facsimile or email.

Section 5. Quorum for Directors Meetings
A quorum of the Board of Directors shall be five (5) members thereof, with a minimum of one (1) Director from each of the three categories.

Article 7. Membership Dues

Section 1. Dues.
The annual dues of each membership category of the Association shall be determined by the Board of Directors.

Section 2. Delinquent Members
Members who are delinquent in their dues shall be so notified. Any member who has become more than sixty (60) days delinquent in dues and who has been duly notified of such delinquency shall automatically cease to be member. Any member who is expelled for non-payment of dues shall be eligible for reinstatement upon payment of all delinquent and current amounts then due provided that such payment is received prior to the end of the fiscal year to which such dues are applicable. Any member who is delinquent in dues shall not be eligible to exhibit at, or attend as a member, any exhibition or meeting sponsored by the Institute.

Section 3. Application of Dues
All dues are payable in advance.

Article 8. Miscellaneous

Section 1a. Majority Vote
A majority vote of two of the three membership categories present and voting shall decide any questions submitted to the members at any annual meeting.

Section 1b.
Any vote of the membership on any question, including a By-Law change, may be made either at the Annual Meeting or at any other time by a vote of the membership electronically, either via the SSIA Web Site or via e-mail.

Section 2. Emergency Vote.
A vote may be taken of the membership on any which the Board of Directors orders to be submitted to them when an annual meeting is not in session. The question to be submitted to the members under this provision shall be transmitted to them by mail and enclose a stamped envelope for reply. The communication shall also designate a date (not less than ten (10) days after the date of such communication) after which no votes shall be counted. A majority vote of two of the three membership of the votes received up to and including the final closing date designated shall decide any question so submitted.

Section 3. Proxy Vote.
Members may vote for Directors at the annual meeting by mail or by proxy. The vote shall be in writing, signed by the member so voting. The term proxy is here intended to mean a person other than that connected with the firm whose membership is being voted, but nothing in the Section shall prevent any person connected with a member firm and present at the annual meeting may cast the vote of that firm.

Section 4. Order of Business.
The order of business of the annual meeting shall be as the Board may designate.

Section 5. Robert’s Rules.
The rules contained in Robert’s Rules of Order shall govern all meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with its bylaws or any special rules of order of this organization.

Section 6. Committees.
The President, with the consent of the Board of Directors, shall decide what standing committees are to be appointed but the members thereof shall be appointed by the President, with the consent of the Board. The standing committees shall hold office as directed by the Board. The President, with the consent of the Board, may appoint special committees to carry out specific assignments as they deem necessary.

Section 7. Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31.

Section 8. Bank Signatory Authority.
Checks for the withdrawal of any funds from the Association’s depository shall be signed by one person, authorized by the Board of Directors.

Section 9. Insurance.
The Board of Directors shall, at ail times, maintain such insurance coverage as deemed appropriate and necessary by the Board, but at all times there shall be a policy of general liability insurance to cover the Association and all Association activities and a policy of insurance commonly known as “Errors and Omissions,” “Malpractice” or “Directors” insurance to cover the acts of all Board Members.

Article 9. Amendments

Section 1. Time of Amendment
The Bylaws may be amended by a majority vote of the membership at the Annual Meeting. An amendment to the the Bylaws shall take effect immediately, or as directed by the amendment.

Section 2. Approval of Directors
The proposed amendment shall be first submitted to and approved by the Board of Directors after which a copy of such approved amendments shall be sent to each member of the Association at least thirty (30) days prior to the holding of the annual meeting at which time they are to be acted upon.

Section 3. Voting
A majority vote of two of the three membership categories of the membership in good standing present and voting at any annual meeting shall be required to amend these Bylaws.