About Us
The Unified Voice for the Vending Industry in New England
OFFICERS & DIRECTORS
President
Christine Johnson
Vice President
Mike Smith
Secretary
James Andrew
Treasurer
Leo Brando
BOARD MEMBERS
Bylaws
NEW ENGLAND REFRESHMENT SERVICES ASSOCIATION BYLAWS
Established on September 30, 2022
ARTICLE I: NAME AND PURPOSE
SECTION 1: NAME
The name of this organization shall be the NEW ENGLAND REFRESHMENT SERVICES ASSOCIATION (the “Association”), a State Council of NAMA.
SECTION 2: LOCATION
The Board of Directors shall determine the location of the principal office of this Association.
SECTION 3: PURPOSE & POWERS
The Association’s purpose and powers are as specified in its Certificate of Incorporation.
ARTICLE II: MEMBERSHIP
SECTION 1: CLASSES OF MEMBERSHIP
Classes of members for voting and other purposes shall be defined as follows:
a. Operator Members – any individual, partnership, Corporation, or any other entity of good business repute engaged in the business of convenient services who operate in the States of Maine, Connecticut, New Hampshire, Vermont, Rhode Island, or Massachusetts.
b. Associate Members – any individual, partnership, Corporation, or other entity engaged in the business of (1) supporting convenient service operators (2) selling or owning and leasing to operators machines for distribution of merchandise or service; (3) selling merchandise, supplies, parts, or services to the convenient services industry; or (4) any combination of the above activities.
SECTION 2: APPLICATION FOR MEMBERSHIP
Membership application shall be made in writing or electronically on a form approved by the Board of Directors, signed by the applicant or his duly authorized representative, and agreeing to abide by the Charter and Bylaws of this Association. Upon payment of the proper fees and approval by the majority of the Board of Directors, the applicant shall become a member of the Association.
SECTION 3: SUSPENSION & REVOCATION OF MEMBERSHIP
Any member may have its membership suspended or revoked for failure to comply with the Association’s rules and regulations or for conduct unbecoming of a member, as determined by the Board of Directors. The suspension or revocation shall require a two thirds vote by the members of the Board of Directors in attendance at the meeting. Still, such action shall not be taken until the member has been given an opportunity to be heard by the Board of Directors.
SECTION 4: MEETINGS
An annual meeting of the members and other such regular meetings shall be held at a time and place determined by the Board of Directors.
SECTION 5: NOTICE
Notice of membership meetings is provided to voting members at least ten (10) days before the meetings by postal or other delivery, email, or any other electronic means.
SECTION 6: VOTING RIGHTS OF MEMBERS
At any meeting of the Association, each member shall be entitled to one vote on each question put to a vote. Members may vote without a meeting in elections or on any matter presented by the Board of Directors where a quorum participates, and the votes are submitted in writing by postal or other delivery, email, or any other electronic means. A quorum for membership voting is 51% percent of the voting members.
SECTION 7: WAIVER OF NOTICE
Presence at or waiver of notice of any meeting shall constitute proper and adequate notice of such meeting.
SECTION 8: DUES AND ASSESSMENTS
Membership dues and other assessments of the Association shall be determined by the Board of Directors and shall be collected, held, and disbursed by the Treasurer on authorization of the Board of Directors.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1: POWERS
Except as otherwise required by law, as provided in the Articles and these Bylaws, all details of the operation and management of the Corporation and its affairs and property are vested in the Board of Directors.
SECTION 2: COMPOSITION AND ELECTION
Directors shall be elected from the active membership of this Association at each annual meeting, and shall serve until newly elected Directors are elected and qualified.
The Board of Directors shall consist of at least eight (8) but not more than fourteen (14) members. Four (4) Directors shall be Associate Members from the region. Between one (1) and two (2) Operator Members from each state within the region shall make up the remaining members of the Board of Directors.
SECTION 3: TERM
Directors shall be elected for three-year staggered terms. Directors are eligible to continue to serve terms on the Board as long as he/she/they continue as employees of a member in good standing.
SECTION 4: VACANCIES
Vacancies on the Board of Directors that occur for any cause between annual meetings may be filled by the remaining Directors. Directors so elected shall serve for the remainder of the unexpired term.
SECTION 5: MEETINGS AND VOTING
Meetings and Voting. Whenever the Directors must vote on a matter under these Bylaws or otherwise, this section will apply.
(a) Meetings of the Board of Directors are called by the President or Executive Secretary. Meetings may be held telephonically or electronically as long as each Director can hear and be heard throughout the meeting.
(b) A majority of Directors forms a quorum; a majority of votes is required to carry a matter where a quorum is present. Proxy voting by Directors is not permitted.
(c) Directors may vote without a meeting on any matter where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, email, or any other electronic means. An action taken by such a vote is memorialized in the minutes and shared with the Board via email.
SECTION 6: PAST PRESIDENT, EX OFFICIO
A Past President, upon expiration of their term of office, shall serve as an ex-officio voting member of the Board for a three-year term. Following an ex-officio term, the Officer may be re-elected as a Director and be recycled onto the Board of Directors.
SECTION 7: COMPENSATION
Directors do not receive compensation for their services but may be reimbursed for reasonable expenses in connection with their service on the Board of Directors.
ARTICLE IV: OFFICERS
SECTION 1: OFFICERS
The officers of the Association shall be a President, Vice President, Treasurer, and Secretary. The Board of Directors shall define the roles and obligations of each Officer. The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Board of Directors. However, the office of President shall not be held by the same person who holds the office of Treasurer.
SECTION 2: ELECTION
The Board of Directors shall elect the officers from amongst its members following the annual meeting of the members. The Directors shall be elected for 3-year terms. Two Directors shall be elected at each annual meeting unless otherwise provided for herein, except that at the first annual meeting, four directors shall be elected for a 3-year term, two directors shall be elected for a 2-year term, and two directors shall be elected to serve a 1-year term.
SECTION 3: DUTIES
The President shall be the presiding Officer at all Board and general meetings of the Association and, in his absence, the Vice President. He shall appoint the chairman of all committees, be an ex officio member of all standing committees, and present to the membership at the annual meeting, which reports on the activities and progress of the Association during the year. The Vice President shall act as the executive Officer under the direction of the President and preside at Association Board meetings in his absence. The Secretary-Treasurer, with the assistance of the Executive Secretary, shall keep the minutes of the Board, including all regular and special meetings, and notify all members of the Association of the time, place, and character of all general meetings. The Secretary-Treasurer shall act as custodian and disbursing Officer of all funds and report the Association’s financial status at the annual meeting as prepared with the help of the Executive Secretary. The Executive Secretary shall provide management to the council to the extent that is decided upon by the President.
SECTION 4: VACANCIES
Vacancies shall be filled in the same manner as specified in Article III of these Bylaws.
ARTICLE V: COMMITTEES
SECTION 1: COMMITTEES
The Board of Directors may establish various committees to carry on the affairs of the Association. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and the manner of election of its members shall be determined by the Board of Directors. The rules in these Bylaws governing the Board of Directors also apply to committees of the Board of Directors. A committee may be given the authority of the Board of Directors.
SECTION 2: EXECUTIVE COMMITTEE
The Executive Committee shall consist of the officers of the Association with powers granted by the Directors to act between Board meetings.
ARTICLE VI: MISCELLANEOUS
SECTION 1: CHARTER
The Association, its Officers, Directors, and agents must conform with and maintain its State Council Charter and all Council affiliation requirements imposed by NAMA.
SECTION 2: BOOKS AND RECORDS
The Executive Secretary of the Association must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses). The Association will make those books and records available to NAMA at any time.
SECTION 3: FISCAL YEAR
The fiscal year of the Association shall be the calendar year unless otherwise specified by the Board of Directors.
SECTION 4: REMOVAL
The Board of Directors may remove any officer, director, or member with or without cause by a two-thirds (2/3) majority vote of the Directors then in office.
SECTION 5: CONTRACTS
The Board of Directors may authorize any Director, Officer, agent, or employee to enter into or execute any contract on behalf of the Association. However, without such authorization, no person has the power or authority to bind the Association under any contract or agreement, to pledge the Association’s credit, or to render the Association liable for any purpose or amount.
SECTION 6: CHECKS
All checks shall be signed by the Treasurer or the President or as directed by the Board of Directors.
SECTION 7: INDEMNIFICATION
To the fullest extent permitted by law, the Association shall indemnify a person made or threatened to be made a party to a proceeding by reason of that person’s former or current status as an Officer or Director of the Association against any liability incurred with respect to the proceeding, including all costs, damages, expenses, and reasonable attorney’s fees.
SECTION 8: DISSOLUTION
Upon the termination or dissolution of the Association, any assets lawfully available for distribution, after paying or adequately providing for the debts and obligations of the Association, shall be distributed to one or more organizations operated for purposes consistent with those of the Association, as determined in the sole discretion of the Board.
SECTION 9: AMENDMENT
Amendments to these Bylaws are made by (a) a majority of the members voting where a quorum is present or (b) a majority of the full Board of Directors.
SECTION 10: BALLOT VOTING
Provisions for voting outside of an annual meeting, including the preparation of minutes, shall be established as required by state law.
NEW ENGLAND RESFRESHMENT SERVICES ASSOCIATION
BYLAWS
Established on September 30, 2022
Section 1.
The name of this organization shall be NEW ENGLAND RESFRESHMENT SERVICES ASSOCIATION (the “Association”).
Section 2.
The location of the principal office of this Association shall be determined by the Board of Directors.
Section 3.
Classes of members for voting and other purposes shall be:
- Operator Members – any individual, partnership, corporation or any other entity of good business repute engaged in the business of operating, or owning and leasing to operators, machines for the vending of merchandise or service, and who operate in the State of Maine, Connecticut, New Hampshire, Vermont, Rhode Island, or Massachusetts
- Associate Members – any individual, partnership, corporation or any other entity engaged in the business of (1) manufacturing machines for the vending of merchandise or service; (2) selling machines for vending of merchandise or service: (3) selling merchandise, supplies, parts, or services to the vending industry: or (4) any combination of the above activities.
Section 4.
Application for membership shall be in writing on a digital or paper form approved by the
Board of Directors, signed by the applicant or his duly authorized representative and agreeing to abide by the Charter and Bylaws of this Association. Upon payment of the proper fees and approval by a majority of the Board of Directors, the applicant shall become a member of the Association.
Section 5.
Any member may have its membership suspended or revoked at any meeting of the Board of Directors for failure to comply with the rules and regulations issued by the authority of the Association, or for the conduct unbecoming of a member. The suspension or revocation shall require a two-thirds vote by the members or the Board of Directors in attendance at the meeting, but such action shall not be taken until the member has been given an opportunity to be heard by the Board of Directors.
Section 7.
The Annual Meeting of the Association shall be held at a time and place determined by the Board of Directors.
Section 8.
The majority of votes to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof.
Section 9.
Directors shall be members of the National Automatic Merchandising Association and shall be elected from the active membership of the Association at each annual meeting and shall serve until newly elected Directors are elected and qualified.
Section 10.
Following the election of Directors each year, the Directors shall organize themselves as a Board and elect from their own membership a President, Vice President, Treasurer, and Secretary.
Section 11.
A President upon the expiration of his term of office is automatically an ex-officio voting member of the Board for a three year period. Upon the expiration of the three year term as an ex-officio voting member of the Board, each past president shall be an ex-officio nonvoting member of the Board for life. Nothing in this section shall prevent any such past president from becoming a voting member by regular election to the Board.
Section 12.
All officers and members of the Board of Directors shall serve without remuneration.
Section 13.
At any meeting of the Association each member shall be entitled to one vote on each question put to a vote.
Section 14.
Presence at or waiver of notice of any meeting shall constitute proper and adequate notice of such meeting.
Section 15.
Voting shall be by official representative or alternate as certified in accordance with Section 6.
Section 16.
Any member’s obligation to the Association or its creditors shall be limited to any sums due or owing the Association by such member.
Section 17.
The interest of each member in the funds, investments and other assets of the Association, the membership of which shall terminate for any reason except through dissolution of the Association, shall ipso facto immediately cease and desist, and any such member shall have no interest or right therein. Upon dissolution of the Association, the funds, investments, and other assets thereof shall be distributed among any recognized charitable organization
Section 18.
These Bylaws or any part thereof may be amended, enlarged or repealed by an affirmative vote of a majority of members of the Association, or by a majority of the members of the Board of Directors, either at a meeting called for such purpose or by mail, telephone or digital ballot in accordance with procedures established by the Board of Directors.
Section 19.
The Board of Directors shall consist of Associate Members from the region and Operator Member from each of the represented states in Section 3a.
Section 20.
The Directors shall be elected for three year terms.
Section 21.
In the event that any officer or Director of the Association shall terminate his membership in National Automatic Merchandising Association, the official connection of such officer or Director in the Association shall terminate.
Section 22.
Vacancies on the Board of Directors that occur for any cause between annual meetings may be filled by the remaining Directors. Directors so elected shall serve only until the next meeting when a new Director shall be elected for the remainder of the unexpired term.
Section 23.
A meeting of the Board of Directors shall be held in January for the purpose of electing officers of the Association. The Board of Directors shall hold such other meetings as it chooses or deems necessary.
Section 24.
A majority of the elected members of the Board shall constitute a quorum for the transaction of business at any meeting.
Section 25.
Board of Directors meetings shall be held on the call of the President or Executive Secretary.
Section 26.
The President may appoint, with approval of the Directors, an executive committee with such powers as Directors shall grant to act for the Directors between meetings of the Board.
- Each State shall have the ability to organize an Executive Committee for the purpose of focused advocacy, philanthropy, or any other activity targeted at furthering the objectives of that State.
Section 27.
All checks shall be signed by the Treasurer or the President, or as directed by the Board of Directors.
Section 28.
Fiscal year shall be the calendar year.
Section 29.
Dues and fees for membership and participation in special activities of this.
- Membership dues from Operator Members and Associate Members will help cover the cost of the annual advocacy expense and web presence operating expense (the “Annual Expense”). The Annual Expense will be budgeted at the beginning of each fiscal year and approved by the Board of Directors.
- Regional Association events will be used as a source of funding for annual operating expenses. Regional Association events will be sponsored and funded by Associate Members and Operator Member registrations. If an operating budget deficit occurs, general funding from Regional Association fundraising events will be used to fund the deficit.
- If general funds are unavailable to fund the operating budget, a pro-rata special assessment will be required of each member to fund the deficit.
