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Board of Directors Bylaws

BYLAWS OF
KBA USERS GROUP

Table of Contents

Article I. Name
Article II. Objectives
Section 1. Objectives
Section 2. Authorized Activity
Section 3. Not-For-Profit
Article III. Membership
Section 1. Eligibility
Section 2. Termination of Membership
Section 3. Anual Dies and Meeting Registration Fees
Article IV. Board of Directors
Section 1. Governing Body
Section 2. Composition
Section 3. Resignation
Section 4. Removal
Section 5. Appointment to Fill Vacancies
Article V. Member Meetings
Section 1. Regular Meetings
Section 2. Special Meetings
Section 3. Attendance by Non-Members
Section 4. Agenda; Order of Business
Section 5. Cancellation or Postponement
Section 6. Vote
Section 7. Meetings by Electronic Communications Device
Article VI. Committees
Article VII. Officers
Section 1. The Officers; Terms of Office
Section 2. Duties
Article VIII. Bylaw Ammendments

ARTICLE I
NAME

The name of this Association shall be KBA Users Group (the “Association”).

ARTICLE II
OBJECTIVES

Section 1. Objectives. The Association shall be organized and operated to:

  1. Promote the common business interests of those engaged in the printing press industry who own or operate Koenig & Bauer Group (KBA) presses.
  2. Consider and discuss by lawful means common issues in the installation, operation, and ownership of KBA presses; and promote activities designed to enable the operation and ownership of KBA presses to be conducted with the greatest economy and efficiency.

Section 2. Authorized Activity. Consistent with these Bylaws, the Association shall engage in all lawful activities in furtherance of the Association’s objectives.

Section 3. Not-For-Profit. The Association is not organized for profit and shall not declare dividends. No part of the dues, fees, assessments or other monies collected by the Association shall inure to the financial benefit of any Member or private individual.

ARTICLE III
MEMBERSHIP

Section 1. Eligibility. The Board of Directors (the “Board”) shall have the authority to set standards for membership in the Association and to accept or reject any applicant for membership. Any applicant for membership shall, at the time of submitting the application for membership, have either (i) a KBA printing press installed and operating or (ii) an accepted contract with signatures for the purchase of a KBA printing press. Each Member shall conform to all requirements of these Bylaws. Membership in KBA is a privilege and not an irrevocable right.

Section 2. Termination of Membership. Each membership is limited to one (1) year from the date of induction as a Member. In addition, any membership may be voluntarily surrendered or terminated by the Board as follows:

  1. A Member may resign at any time by notifying the Association in writing of such resignation.
  2. The Board may terminate the membership of any Member for failure to pay dues or assessments.
  3. The Board may terminate the membership of any Member because of the failure of the Member to meet the standards for membership or to adhere to the acceptable standards of conduct. The Boards decision on membership shall be final.
  4. Any Member who resigns or whose membership is terminated shall be liable for payment of all dues and assessments applicable to the period of time during which the Member was a Member of the Association.

Section 3. Annual Dues and Meeting Registration Fees. Annual membership dues and meeting registration fees shall be determined by the affirmative vote of a majority of the Members. All dues shall be paid by the last Friday in June of each year and shall be payable to the Treasurer. Dues will be used for all expenses incurred by the Board in its operation of the Association. Expenses of the Board include, but are not limited to, postage, printing, telephone calls, food, lodging, travel, meals, and meetings with newspaper industry staff, KBA, manufacturers, vendors and suppliers. Registration fees will be used for all food and beverage expenses incurred at meetings of the Members. If the registration fees for any meeting of the Members exceed the actual expenses incurred for such meeting, registration fees for the upcoming meeting(s) of the Members shall be reduced or eliminated accordingly.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Governing Body. The Board shall constitute the governing body of the Association and shall exercise supervision, control and direction of the Association’s affairs. In particular, the responsibilities of the Board include, but are not limited to, the following:

  1. Electing the officers of the Association;
  2. Determining the Association’s policies or changes thereof within the limits of the Bylaws;
  3. Assisting with the development of the strategic plans of the Association;
  4. Assisting the President with the development of agendas for meetings of the Members of the Association;
  5. Consulting with the officers of the Association; and
  6. Ensuring that deadlines and schedules are being met for future meetings of the Association.

Section 2. Composition. The Board shall be composed of three (3) directors. Each of the directors shall be a Member and shall have been an officer of the Association for at least ninety (90) days immediately prior to his or her appointment to the Board. The initial Board shall be the three Officers of the Association and shall serve until their successors have been duly elected or until their earlier death or resignation.

Section 3. Resignation. A director may resign at any time by giving written notice of such resignation to the Association. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice (but not before the notice is mailed, delivered, or sent by facsimile transmission) and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A director who is also an officer and who resigns from the Board will also be deemed to have resigned as an officer of the Association.

Section 4. Removal. A director shall be automatically removed without any further action of the Association or the Board if such director is no longer a Member. A director may also be removed for cause or without cause at any time by the affirmative vote of a majority of the remaining Board. A director who is also an officer and who is removed from the Board will also be deemed to have been removed as an officer of the Association.

Section 5. Appointment to Fill Vacancies. In the event of the resignation, death, removal, incapacity or inability to act as a director, another Member shall be designated as a successor member of the Board by the affirmative vote of a majority of the remaining members of the Board and the officers of the Association, voting together as a single group.

ARTICLE V
MEMBER MEETINGS

Section 1. Regular Meetings. There shall be at least one (1) regular meeting of the Members held each year. The date, time and place of each regular meeting of the Members shall be determined by the officers upon the recommendation of the Members. Site selection shall be accomplished in advance of each regular meeting so as to permit adequate notice to the Members. Notice of each regular meeting of the Members shall be delivered via electronic mail or the Association’s website.

Section 2. Special Meeting. Special meetings of the Members may be called by the President or a two-thirds (2/3) vote of the Members. Notice of the date, time, place and the business to be considered at a special meeting shall be mailed to each Member not less than thirty (30) days prior to the date of the special meeting. Notice of each regular meeting of the Members shall be delivered via electronic mail or the Association’s website.

Section 3. Attendance By Non-Members. Vendors, suppliers, technical representatives, guests and other manufacturers may attend meetings of the Members only by invitation of the Board. Notwithstanding the foregoing, KBA representatives may attend meetings of the Members without an invitation of the Board.

Section 4. Agenda; Order of Business. At any and all meetings of the Members, the Board shall determine the agenda and the President shall establish the order of business to be followed. All meetings will be conducted in accordance with Robert’s Rules of Order.

Section 5. Cancellation or Postponement. The Board, by two-thirds (2/3) vote, in meeting or otherwise, shall have the power to cancel or postpone a regular meeting of the Members if it believes such action to be in the best interests of the Association.

Section 6. Vote. At all meetings of the Members, each Member shall be entitled to one vote. A majority of the Members shall constitute a quorum for the transaction of business. Except as otherwise provided in these Bylaws, the act of a majority in number of the Members present at any meeting of the Members at which a quorum is present shall be the act of the Members.

Section 7. Meetings by Electronic Communications Device. A Member may participate in the meeting of the Members by a conference telephone or by other similar communications equipment through which all persons participating in the meeting may communicate with the other participants and hear each other. All participants shall be advised of the communications equipment, and the names of the participants in the conference shall be divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLE VI
COMMITTEES

The President shall have the power to designate such committees as he/she deems necessary to protect and further the interests, purposes and objectives of the Association and its Members. The President shall appoint the members of each committee. Except as is hereinafter provided, members of such committees need not be members of the Board.

ARTICLE VII
OFFICERS

Section 1. The Officers; Terms of Office.

  1. The officers of the Association shall be those Members designated as the President, the Vice President, and the Treasurer. The officers shall establish such reporting as is necessary to permit the Board to make fully informed decisions concerning all matters brought before them.
  2. The election of each officer of the Association shall be held at the regular meeting of Members after such officer has served a full two-year term of office. Each such officer shall hold office until he or she shall resign, shall be removed by the Board or is otherwise disqualified to serve, or his or her successor shall be elected and qualified. Any officer may resign at any time by giving written notice of resignation to the Association. Such resignation shall take effect when the notice is received, unless the notice specifies a later effective date, and acceptance of the resignation shall not be necessary to render such resignation effective. Any officer may at any time be removed by the Board, with or without cause. If any office becomes vacant for any reason, the vacancy may be filled by the Board. An officer appointed to fill a vacancy shall be appointed for the unexpired term of such officer’s predecessor in office and shall continue in office until a successor shall be elected or appointed and shall qualify, or until such officer’s earlier death, resignation or removal.
  3. The Treasurer shall be nominated and elected by the Members. Upon serving a full two-year term as Treasurer, the Treasurer shall become the Vice President.
  4. Upon serving a full two-year term as Vice President, the Vice President shall become the President.
  5. Upon serving a full two-year term as President, the President shall be relieved of his or her duties, unless elected to serve as Treasurer.

Section 2. Duties.

  1. President. The President shall preside at all meetings of the Association. The President shall be an ex-officio member of all standing committees and shall be the chief spokesperson of the Association. The President shall determine the agendas for the meetings of the Members and the strategic direction of the Association with the assistance of the Board. The President may extend an invitation to special guess, speakers, and other non-Members of the Association to attend regular or special meetings of the Members.
  2. Vice President. The Vice President shall perform all the duties of the President and Treasurer, in the absence or during the disability of the President and Treasurer, respectively. The Vice President shall solicit new Members, record and submit for review all minutes of meetings of the Board, and send notices to Members about Association events and meetings. The Vice President shall perform such other and further duties as may be conferred upon him or her by the President or the Board.
  3. Treasurer. The Treasurer shall have general supervision over the finances of the Association and shall keep, or cause to be kept, full and accurate records of all transactions. The Treasurer shall maintain an attendance roster at Member meetings and send out dues notices to Members. At each meeting of the Members, the Treasurer shall submit Treasurer reports to the Members and financial statements to the directors. The Treasurer shall perform such other duties relating to the Association’s finances as may be conferred upon him or her by the President or the Board.

ARTICLE VIII
BYLAW AMENDMENTS

The Bylaws of the Association may be altered, amended or repealed by the affirmative vote of a majority of the Members.