Constitution and By-Laws

Article I – Name
Article II – Objectives
Article III – Headquarters
Article IV – Membership
Article V – Dues and Assessments
Article VI – Meetings
Article VII – Board of Directors
Article VIII – Committees
Article IX – Officers
Article X – Amendments
Article XI – Statistics
Article XII – Indemnification of Board of Directors, Officers and Employees
Article XIII – Dissolution

Article I – Name

Section 1. The name of this Association shall be MACHINE KNIFE ASSOCIATION.

Article II – Objectives

Section1. The objects of this Association shall be:

(a) To acquire, preserve and disseminate proper business information
relating to the industry.

(b) To promote wider uses and markets for the products of the industry.

Article III – Headquarters

Section 1. The office of the Association shall be located in such place or places as shall be determined, from time to time, by the Board of Directors.

Article IV – Membership

Section 1.1 Eligibility-Regular Membership Any individual, firm or corporation actively and substantially engaged for at least one year in the manufacture of machine knives and/or metal cutting knives in North America, shall be eligible for membership. For the purposes of this Constitution and By-Laws, the term "substantially engaged" shall mean that the applicant derives a significant portion of its business from products of its own manufacture. Manufacture does not include service content, i.e., re-grinding, re-tipping, etc.

Application shall be made in writing to the Executive Secretary of the Association and should include participation in one or more of the following division statistics. Participation in one or more statistical categories is voluntary, however, the regular membership dues will require all regular members to pay for one statistical category, whether or not they participate.

Section 1.2 Eligibility-Associate Membership Any individual, firm or corporation actively and substantially engaged for at least one year in the manufacture of machine knives and/or metal cutting knives anywhere outside of North America and sells those products within North America shall be eligible for Associate membership. Manufacture does not include service content, i.e., re-grinding, re-tipping, etc. Associate members shall have all the same rights, privileges and responsibilities of Regular members, with the exception of voting rights.

Participation in one or more statistical categories is required by associate members and the membership dues will be assessed so as to require all Associate members to pay for, and participate in, at least one statistical category. Members may participate in additional statistical categories for which their firms contribute statistics and for which they pay the required statistical fees.

Applications for regular and associate membership shall be subject to approval by a simple majority at any meeting of the Association where a quorum is present.

Division I – Non-Metal Cutting Knives

Division II – Metal Cutting Knives

Section 2. Membership Representation Each member company shall designate the individual, and an alternate, if desired, of which one shall be the official representative of such company, and such representative, or the alternate, shall act and vote for his company. The representative should be a direct employee in an executive position.

Section 3. Membership Termination Members who cease to be qualified shall automatically cease to be members. Any Member may resign from membership by giving written notice of its resignation to the Executive Secretary at least thirty (30) days in advance of the date such resignation is to be effective. A Member who ceases to be qualified or resigns shall not be relieved of its obligation to pay any dues or other assessments theretofore accrued and unpaid for the year in which the Member ceases to be qualified or the resignation becomes effective. Further, any Member whose written notice of resignation is received by the Executive Secretary after January 31st of any calendar year shall also be liable for its dues for that calendar year.

Section 4. Suspension and Expulsion of Members Members may be suspended or expelled from membership for cause, but only upon a majority vote of the Board of Directors and two-thirds of the membership. Cause for suspension or expulsion shall be limited to nonpayment of dues or assessments for more than 30 days from the date on which they are due and payable, or engagement in activities which bring or may tend to bring the Association or its Members into conflict with any law of the United States or of any state or territory. For any cause other than nonpayment of dues, suspension or expulsion shall occur only after the Member complained against has been advised of the nature of the complaint and has been given reasonable opportunity to be heard by the Board of Directors.

Article V – Dues and Assessments

Section 1. Dues and assessments for the regular operating budget of the Association shall be determined by the Board of Directors, and shall be approved by a simple majority vote of the membership at the Annual Meeting. Special assessments shall be approved by 2/3 majority of affected Members.

Section 2. The fiscal year shall be the calendar year.

Article VI – Meetings

Section 1. Annual There shall be an Annual Meeting of the Association in the fall of the year at which officers and directors shall be elected and the annual financial statement presented.

Section 2. Regular Regular meetings shall be held periodically at such times and at such places as may be determined by vote of the Members present at the Annual Meeting.

Section 3. Special Special meetings of the Association may be called at the discretion of the Board of Directors or upon the written request of three (3) or more regular Members of the Association.

Section 4. Notice of Meetings

(a) Notice of annual and regular meetings shall be signed by the Executive Secretary and mailed to the membership not less than thirty (30) days before the day appointed for the meeting.

(b) Notice of special meetings shall be signed by the Executive Secretary and mailed to the membership not less than ten (10) days before the day appointed for the meeting.

Section 5. Quorum A simple majority of regular members present shall constitute a quorum.

Section 6. Voting Each Regular member company shall have one vote. All voting at meetings shall be by Regular member representatives. A simple majority shall rule, except as otherwise shown in these By-Laws. Voting may also be by letter ballot on recommendation of the Board of Directors.

Section 7. Order of Business The order of business for all meetings of the Association shall be determined by the President or presiding officer of the Association.

Article VII – Board of Directors

Section 1. The Board of Directors shall consist of the President, Vice President, and immediate Past President of the Association and two (2) Regular members elected at the Annual Meeting by a majority vote of the Regular members present to serve for a period of two (2) years or until their successors are chosen and qualified. Only one representative of a Regular member company may serve on the Board of Directors at the same time. There shall be at least one director from each product division.

Section 2. The Board of Directors shall be the governing body of the Association and shall be responsible for the general management of the affairs of the Association, its funds and property.

Section 3. The Board of Directors, subject to Regular membership approval, shall employ an Executive Secretary and/or such other employees as the Board of Directors may determine to be necessary for the conduct of business of the Association.

Section 4. In the event of a vacancy on the Board of Directors as a result of a death, retirement or any other reason, the vacancy shall be filled by the Board of Directors to serve until the next Annual Meeting.

Article VIII – Committees

Section 1. The Nominating Committee The President, subject to approval of the Board of Directors, shall appoint annually a Nominating Committee of three (3) Regular Members, none of whom shall be Officers of the Association. It shall be the duty of the Nominating Committee to report to the Annual Meeting nominations for candidates for President, Vice President and Directors to be elected at the Annual Meeting.

Section 2. Special Committees There shall be such special committees as the President may determine to be necessary to facilitate the business of the Association. The President shall appoint the members of all special committees who shall serve and hold office at the pleasure of the President, but whose tenure of office shall not exceed the term of the President. The duties of the special committees shall be prescribed by the President.

Article IX – Officers

Section 1. The officers of the Association shall consist of a President, Vice President and such other Officers as may be recommended by the Board of Directors and elected at the Annual Meeting.

Section 2. The President shall preside at all meetings of the Association and Board of Directors. He shall be an ex officio member of all committees, excepting therefrom the Nominating Committee, and he shall have the right to vote on all matters coming before the Association, the Board of Directors or any of the committees of which he is an ex officio member. It is specifically provided that the President is not a member of the Nominating Committee.

Section 3. The Vice President shall perform the duties prescribed for the President in the absence or incapacity of the President.

Section 4. The Executive Secretary shall perform all duties assigned by the Board of Directors including, but not limited to, the collection of and accounting for dues, assessments and other monies of the Association.

Section 5. In case of a vacancy occurring in any elective office, a successor shall be appointed by the Board of Directors to serve until the next Annual Meeting.

Article X – Amendments

Section 1. The Constitution and By-Laws may be amended or repealed by the Regular members:

(a) at a meeting of the Members, by the affirmative vote of two-thirds of the Regular members;
(b) without a meeting, by written action approved by two-thirds of the Regular members, provided, however, that no amendment or repeal of the Constitution and By-Laws shall be considered at any meeting of Members unless notice of the proposed amendment or repeal has been sent to each Regular member at least thirty (30) days prior to such meeting, and provided further that, in the event of any amendment or repeal of the Constitution and By-Laws, with or without a meeting, the Executive Secretary shall mail a copy of the amendment or other action taken to each Member who would have been entitled to vote thereon and did not participate in the action.

Article XI – Statistics

Section 1. The Association and/or any of its product divisions may adopt voluntary statistical reporting programs in which each Member of the Association may participate. Such statistical date may be collected and disseminated by either an independent statistical gathering agency or by the office of the Association to the participating Members in that program; provided, however, that the statistical data received from any Member shall be held in strict confidence and any such program shall be conducted in accordance with rules established by the Board of Directors, and that the statistical data compiled and released shall not identify any participating Member. If a company withdraws from a statistical program, its data shall be phased out of any categories in which there might be risk of disclosure.

Article XII – Indemnification of Board of Directors, Officers and Employees

Section 1. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a Member of the Board of Directors, Officer or employee of the Association shall be indemnified by the Association against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he reasonably believed to be in the best interests of the Association and, in criminal actions or proceedings in addition, had no reasonable cause to believe that his conduct was unlawful. Such rights of indemnification shall not be deemed exclusive of any other rights to which such member of the Board of Directors, Officer or employee may be entitled apart from this Article.

Article XIII – Dissolution

Section 1. In the event of dissolution of the Association and after payment of all debts and other obligations, the assets of this Association shall be dedicated or transferred only in accordance with the objects set forth in Article II of these By-Laws as a 2/3 vote of all Regular members shall decide.

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We hereby accept and agree to be governed by the foregoing Constitution and By-Laws of the MACHINE KNIFE ASSOCIATION.

Company ______________________________

By____________________________________

Date__________________________________

Amended:
September 25-26, 1958 meeting
March 8, 1971 meeting
March 7, 1977 meeting
September 25, 1979 meeting
September 23, 1983 meeting
March 11, 1986 meeting
March 4, 1987 meeting
October 18, 1988 meeting
October 13, 1989 meeting
March 12, 1990 meeting
November 6, 1992 meeting
November 11-12, 1993 meeting
September 22-24, 1999 meeting