Issue link: https://read.dmtmag.com/i/639444
128 IDA CONSTITUTION AND BYLAWS CONSTITUTION ARTICLE I – NAME Section 1. The name of the Association shall be Independent Distributors Association. Section 2. The registered offi ce of the Corporation shall be in the city of Dallas, Dallas County, Texas, or other such place as the Exec- utive Board of the Association shall from time to time determine. Section 3. The principal offi ce of the Association shall be in the city of Dallas, Dallas County, Texas, or other such place as the Exec- utive Board of the Association shall from time to time determine. Section 4. The Association may have such other offi ces as may from time to time be designated by the Executive Board. Section 5. The offi cial language of the Association, which shall be exclusively used (i) at all of the proceedings of the Members and/ or the Executive Board and (ii) in all of the Notices required under these Bylaws; shall be English. ARTICLE II – PURPOSE The purpose of this Association shall be to promote, develop, and maintain an international trade and commerce organization that is comprised of persons and business organizations that generally engage in the businesses of manufacturing, distributing and sell- ing new, used, and remanufactured parts, components, and as- semblies for construction, mobile, and marine equipment; power units; and other similar equipment and products. The Association shall be dedicated and operated for the purpose of expanding and improving the products and services available to the customers and users of the products and services of the members and to promote cooperation, communication, and unity among its members. ARTICLE III – USES DENIED The Association is not formed for pecuniary profi t, and shall not engage directly or indirectly in any undertaking or any enterprise of any character for the profi t of itself or any of its members, un- less so directed by its Board of Directors and only to the extent permitted by law or regulation. ARTICLE IV – CONTROL AND MANAGEMENT The executive management and control of the Association shall be exclusively vested in an Executive Board of Directors composed of (i) the currently elected and serving Offi cers of the Association, (ii) the Immediate Past-President and eight Directors, and (iii) two Liaison Offi cers, all to serve for terms of two years. Their respective titles, powers, and duties are set forth in these Bylaws. The Offi cers shall consist of a President, Vice-President, and Secretary-Treasurer; and, any or all of which. Offi cers may hold of- fi ce for no more than two consecutive terms of offi ce in any of the respective capacities, subject to these Bylaws. ARTICLE V – BYLAWS AND REGULATIONS Section 1. The Articles and Bylaws of the Association have been adopted and may be amended, modifi ed, and repealed in whole or any part thereof, solely and exclusively by the Executive Board, provided, howeve,r that any such action shall be: (i) Subject to the approval, repeal, or change by proceedings of the Members as set forth in these Bylaws, which shall take place at any general and/or special meeting of the Members convened pursuant to these Bylaws. (ii) Subject to such approval in the foregoing proceedings by a majority of the votes cast by the Members of the Association in at- tendance at any meeting so called for such purposes or otherwise, including, but not limited to, the annual business meeting of the Association. (iii) Attendance by any Member for the purposes of the foregoing proceedings may be in person, by proxy in a form approved by the Association, or by electronic media and/or similar means as shall from time to time be reasonably determined by the Execu- tive Board. (iv) Any and all proceedings and actions by the Members and/ or the Executive Board as described above shall be preceded by written notice which shall set forth in detail the proposed changes and which notice shall be made by delivery by domestic or international courier to the Members at least ninety (90) days prior to such meeting. Section 2. The Executive Board may enact for proposal to the Members any changes, modifi cations, amendments, additions, or deletions to these Articles and/or Bylaws at any regular and/ or special meeting of the Executive Board. No such enactment or proposal shall be eff ective until such time that it is approved by the Members as set forth in these Bylaws. Section 3. Any Member may propose a change, modifi cation, amendment, addition, or deletion to these Bylaws by making such proposal in writing to the Executive Board not less than 90 days prior to any regular or special meeting of the Executive Board. The Executive Board may (i) approve the Member's proposal and recommend its adoption at the next meeting of the Members, (ii) reject the Member's proposal in whole or part and make such rec- ommendation at the next Meeting of the Members, or (iii) modify the Member's proposal in whole or part and make such recom- mendation at the next meeting of the Members.