Connex Policies

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Connex members view professionalism, integrity and ethical business practices as the values that drive ethical conduct for the facility management profession. Connex’s Code of Ethics, Code of Conduct at Connex Events and Sexual Harassment Policy applies those values to the real-life business practice of facility management, where the best outcome is the most ethical one.

All Connex members, volunteers, certification holders and certification applicants must comply with the Code and Policies.

 

Connex Code of Ethics Policy

Revised: September 6, 2017

Purpose

The purpose of this Policy is to establish guidelines for ethical conduct among Connex members, and to provide a process for responding to allegations of conduct that violates those guidelines.

I. CODE OF ETHICS

A. Connex members shall treat each other, and all persons with whom they interact in the course and scope of Connex activities, with courtesy, integrity and respect.

B. Connex members will hold their membership as a privilege and a responsibility, and agree that the Bylaws, Policies and related rules of the Association, including this Ethics Policy and the Connex Events Code of Conduct, as modified and amended from time to time by its Board of Directors, shall govern their conduct at all times.

C. Connex members may not seek favors or unfair advantage for themselves, their employers or others by dishonest, unethical or questionable conduct.

D. Connex members shall maintain the confidentiality of any information they obtain in the conduct of Connex activities, including without limitation information that a reasonable person would recognize as confidential concerning competitors, other members and their respective employers.

E. Connex members will refrain from personal conduct that damages the reputation of the Association, including without limitation behavior in conjunction with Connex activities, in public or private, that offend prevailing moral standards.

F. Connex members will immediately disclose any conflict of interest, or potential conflict of interest, whether financial or otherwise, with the interests of the Association, and agree to abide by the determination of the Connex Board as to the disposition of the conflict.

G. Connex members shall not use the Association membership directory as a mailing list for commercial purposes, nor permit its use by a nonmember for any purpose.

H. Connex members shall disclose in confidence to the Association CEO, any personal, professional or legal matters that might reasonably cause embarrassment if subsequently associated with their Connex membership, including without limitation any conviction of a felony or crime of moral turpitude, termination of employment for cause, and involuntary dismissal from a position of leadership in another nonprofit organization.

II. Remedial Process

A. Connex membership is a privilege, not a right, and may be qualified, suspended or terminated for cause duly determined under this Policy.

B. The standing Connex Ethics Committee, appointed by the Connex Board and comprised of Connex members in good standing and chaired by 2 (two) members appointed by the Board of Directors, shall be responsible for implementing this Remedial Process, except as to matters on appeal as described herein.

C. The Ethics Committee shall maintain a Complaint Form, available for submission in paper form and through a discreet and confidential link on the Association website, by which a report of conduct allegedly violating this Policy may be sent to the Committee or its designated representative. The complaint should contain the name of the person submitting the complaint, the name of the accused person, a description of the alleged conduct including date(s), time(s) and place(s), the names and contact information for any witnesses, and any corroborating information, materials or other evidence supporting the complaint. If an accuser seeks to remain anonymous, he or she may contact the Chairperson of the Ethics Committee, whose contact information will be available on the Association website, in confidence to discuss the accusation, and the Chairperson, in consultation with Connex legal counsel, will then determine how to proceed under this Remedial Process.

D. Upon receipt of a complaint, the Ethics Committee shall:

  1. Review the accusation and the evidence submitted, and determine whether, if true, the reported conduct violates this Policy.
  2. If so, the Ethics Committee will within ten (10) days of its determination send written notice to the accused person including a summary of the accusation, a description of any subsequent investigation the Ethics Committee intends to pursue, and a request for a response to the accusation within thirty (30) days of the notice, including any relevant evidence, in writing or by personal appearance before the Ethics Committee or both.

E. The Ethics Committee may investigate a complaint by interviewing the accuser, the accused, witnesses and other persons with knowledge of the alleged conduct, and by obtaining relevant documents, records and related evidence.

F. The Ethics Committee shall maintain a record of its investigation including its notes, copies of documents and all evidence obtained, which record shall be confidential and may not be disclosed to any non-member of the Committee except as to matters on appeal as described herein, and as may be required under lawful order of a court of competent jurisdiction.

G. Upon the termination of this Remedial Process, the Ethics Committee may, at its sole discretion, destroy its record of the complaint, preserve its record for a specified time period, or permanently preserve its record.

H. Upon the completion of its review of a complaint and its further investigation, if any, and following the response of the accused person or the expiration of the time within which the accused person may respond, the Ethics Committee shall:

  1. Decide whether the reported conduct violated this Policy, and if so, what remediation is appropriate under the totality of the circumstances.
  2. Without limitation, and providing the Ethics Committee broad latitude to determine appropriate remediation, it may, separately or in combination:

a. Sanction the accused person privately, with or without a period of probation;

b. Sanction the accused person publicly through posting of its determination on the Connex website, with or without a period of probation;

c. Require the accused person to take remedial action directly with persons or parties impacted by the conduct in violation of this Policy;

d. Suspend Connex membership of the accused person for a specified time period, with or without a subsequent period of probation at risk of termination;

e. Terminate Connex membership of the accused person, with or without permanent expulsion.

I. The Ethics Committee shall within ten (10) days of its determination under H. herein, send written notice to the accused person confirming its determination and remediation, via certified mail, overnight express or verified electronic communication.

J. The accused person may appeal the determination and remediation by submitting written notice to the Chairperson of the Ethics Committee within thirty (30) days of receiving the notice of determination and remediation, after which the determination and remediation are final and may not be appealed

K. Upon receipt of notice of appeal, the Chairperson of the Ethics Committee shall within ten (10) days, forward such notice to the Chair of the Connex Board of Directors, who shall promptly appoint a three-person Appeal Panel comprised of persons having served on the Board of Directors (but are not then serving on the Connex Board) or the Ethics Committee (but are not then serving on the Ethics Committee).

L. The Appeal Panel shall, in consultation with Connex legal counsel, convene as it sees fit, review the complete Ethics Committee record of the complaint, confer with the Ethics Committee at its sole discretion, and give notice to the accused person of the opportunity for a hearing wherein the accused person may offer testimony and other evidence, with or without counsel, at a date not more than sixty (60) days from the notice date.

M. Following its review of the record, input from the Ethics Committee, and a hearing, if any, with the accused person, the Appeal Panel shall within thirty (30) days render its opinion in writing, whether the Ethics Committee determination and remediation shall stand, or whether the determination and remediation should be modified.

N. If the Appeal Panel decides the determination and remediation should be modified, its opinion shall include substitute language to that end, with or without explanation.

O. The Appeal Panel opinion may not, in any event, impose remediation more severe than that of the Ethics Committee.

P. The opinion of the Appeal Panel is final and conclusive.

Connex Sponsored Events Code of Conduct

Adopted: September 6, 2017

Purpose

The purpose of this Code is to establish minimum standards of conduct among participants at Connex sponsored events, including meetings, conferences, conventions, networking events and any other activities organized and convened in the name of Connex (“Connex Events”). This Code applies to Connex members and staff, and to all attendees at Connex Events including without limitation, event registrants, exhibitors, guests, invitees and their respective agents and employees (collectively, “Participants”). In the event of any conflict between this Code and the provisions of any applicable Connex Exhibition Rules and Regulations, the Exhibition Rules and Regulations will prevail.

I. CONDUCT STANDARDS

A. Participants will treat each other with courtesy and respect at all times during Connex Events. Participants will not interfere with the activities of other Participants, including the free flow of traffic and conversation at other Participants’ bona fide exhibition spaces.

B. Participants will observe all Connex registration, credentialing and admission rules, and will refrain from providing false or misleading information, before or during the course of participation in Connex Events. Prohibited conduct includes without limitation: altering, changing or exchanging registration credentials; enabling the attendance of an unregistered person without prior Connex consent; falsifying the identity, employment status or business relationship of a registrant, guest or invitee.

C. Participants will conduct themselves within the highest standards of professionalism, and will not act in such a way as to bring dishonor or disrepute to Connex, themselves or others. Unacceptable conduct includes without limitation: excessive alcohol consumption; physical violence or the threat of physical violence; use of obscene or profane language or gestures; speaking or displaying language that disrespects, demeans or defames any other Participant, company or person; engaging in any illegal, illicit or immoral behavior while a Participant at a Connex Event, whether on or off the Event premises.

II. RESPONSE TO VIOLATIONS

A. An alleged violation of this Code may be reported to any Connex staff member, who shall promptly notify the Event Compliance Officer (ECO) appointed by the Connex CEO. The ECO shall meet in private with the reporting person as quickly as circumstances permit. In his or her sole judgment, the ECO shall then determine if the reported conduct violates this Code, and whether the reported conduct may be safely addressed by the ECO directly engaging with the accused person(s).

B. If the ECO believes the reported conduct poses a safety threat, the ECO will immediately summon on-site security or, if necessary, local law enforcement, to assist in removing the accused person(s) from the Connex Event as quickly and peaceably as possible.

C. If the reported conduct does not pose a safety threat, the ECO will promptly notify the accused person(s) of the reported violation, and request immediate compliance with the Code. The ECO will not engage in a debate with the accused person(s) over the merits of the accusation, and will instead ask for termination of conduct giving rise to the accusation. As soon as practicable, the ECO will then prepare a report to the Connex Ethics Committee including a summary of the reported violation, the response of the accused person(s), and a recommendation of further Connex action to be taken, if any, including sanctions against the accused person(s).

D. If, after notice from the ECO, an accused person fails to comply with this Code, whether by continuing the reported conduct or by repeating other non-compliant behavior, the ECO may instruct the accused person(s) to exit the Connex Event as soon as practicable. If the accused person(s) fails to cooperate with such instructions, the ECO shall summon on-site security, and if necessary, law enforcement to assist in removing the accused person(s) from the Connex Event. The ECO shall then amend the report to the Ethics Committee to include recommended sanctions against the accused person(s).

III. SANCTIONS

Upon recommendation from the ECO, or upon its own initiative, and in consultation with Connex legal counsel, the Connex Ethics Committee may conduct an investigation of any reported violation of this Code, and determine if, in addition to actions taken by the ECO, any sanctions against the accused person(s) are warranted.

A. If the Connex Ethics Committee seeks to impose sanctions, the accused person(s) shall:

  1. Receive written notice of the reported violation, the report of the ECO, and the sanctions to be imposed.
  2. The accused person(s) shall be given the opportunity to respond within twenty-one (21) days from the date of such notice, to request a hearing before the Connex Ethics Committee or to otherwise dispute the reports or the sanctions.
  3. Upon hearing or review of any timely response from the accused person(s), the Connex Ethics Committee may suspend, amend or reconfirm its determination of sanctions, which decision shall be final and non-appealable.

B. The Connex Ethics Committee shall have broad authority to impose sanctions that are fair, commensurate with the violations, and serve the stated purposes of this Code. Sanctions may include, without limitation:

  1. Any company or person who violates any of the rules and regulations of Connex including giving a badge to or registering an unauthorized person, is subject to a $500 penalty for each violation.
  2. In addition, any company or person who violates the rules and regulations of Connex may be subject, at the discretion of Connex, immediate removal from the show premises and prohibition from attending Connex in the future.
  3. Connex reserves the right to reject, eject, or prohibit any attendee in whole or in part, with or without giving cause. Connex's liability for rejection without giving cause shall be limited to a refund to the Attendee of the amount of fees unearned at the time of ejection. However, if an Attendee is ejected for violation of these rules or for any other stated reason (with cause), no return of fees will be made.

    Connex Sexual Harassment Policy

    Adopted: September 6, 2017

    Connex has adopted a zero-tolerance policy toward discrimination and all forms of unlawful harassment, including but not limited to sexual harassment. This zero-tolerance policy means that no form of unlawful discriminatory or harassing conduct by or towards any employee, member, supplier, or other person attending Connex sponsored events will be tolerated. The Association is committed to enforcing its policy at all levels within the Association. Any member or event attendee who engages in prohibited discrimination or harassment will be subject to discipline, up to and including expulsion from membership and banishment from Connex events.

    Members of the Association, particularly those in leadership positions of any kind, are expected to understand and implement this policy; to prevent violations where possible; and to take alleged violations seriously.

    Sexual harassment is unacceptable behavior, and represents a serious violation of professional ethics. Connex provides the following procedures under which claims of sexual harassment at Connex sponsored events can be brought, assessed, and acted upon.

    I. SEXUAL HARASSMENT DEFINED

    Sexual harassment includes, without limitation:

    • an unwanted physical advance or verbal approach of a sexual nature;
    • subtle or overt pressure for sexual involvement;
    • unwanted reference to one's physical appearance, sexuality or to sexual activities;
    • unwanted physical contact;
    • the demand for sexual favors accompanied by implicit or explicit threats against one's job security or success;
    • any comments or actions which denigrate a person based upon gender; or
    • unsolicited sexual gestures or comments or the display of offensive, sexually graphic materials.

    Conenx recognizes that not every advance or comment of a sexual nature constitutes harassment. Whether a particular action or incident constitutes sexual harassment or not requires an objective determination based upon all of the facts and surrounding circumstances. Intentionally false accusations of sexual harassment can have a serious detrimental effect on innocent parties; are prohibited by Connex; and may be cause for reporting and investigation under this Policy.

    II. REPORTING PROCEDURE

    Any person who believes he or she has been the victim of sexual harassment at a Connex sponsored event is encouraged to report the alleged acts immediately to one or more of the following individuals (the "Designated Persons"):

    • Connex Staff Ethics Liaison;
    • Connex Legal Counsel.

    Any reports of alleged sexual harassment made to the Designated Persons will be discussed fully and confidentially with the reporting person. If the Designated Persons determine that a report under this Procedure suggests that a violation of the Connex Policy on Sexual Harassment has occurred, the Designated Persons will, with the consent of the reporting person, promptly proceed with further investigation of the matter.

    III. INVESTIGATIVE PROCEDURE

    In determining whether alleged conduct constitutes sexual harassment, the Designated Persons will investigate the totality of circumstances, and the context in which the reported actions occurred. The investigation will include documenting the date(s), time(s) and location(s) of the alleged conduct; the name of the accused person; the names of any witnesses; and detailed statements about the alleged conduct from all parties contacted by the Designated Persons.

    After completing the investigation, the Designated Persons will prepare a Statement of Findings including the substance of the reported actions, a summary of the information obtained, and a conclusion as to whether the reported action violated this Policy

    IV. RESPONSIVE ACTION

    Upon completion of the Investigative Procedure, the Designated Persons will submit their Statement of Findings to the Chief Executive Officer (“CEO”) of Connex who will, in consultation with Connex General Counsel, determine, at his or her sole discretion, what action will be taken. Responsive action may include, without limitation, suspension of Connex membership and/or attendance privileges at Connex events, up to permanent expulsion from Connex membership and permanent banishment from attendance at Connex events.

    Connex Association Bylaws

     

    Connex Association Bylaws

    Revised: April 9, 2018

    ARTICLE I PURPOSE

    The Corporation is formed exclusively as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), for the purpose of promoting the improvement of businesslike conditions, implementing uniform and higher business standards in the retail store maintenance industry, and advancing industry awareness of retail facilities maintenance for all industries, and to do all things necessary for and incidental to the accomplishment of the purposes and goals of the Corporation.

    ARTICLE II OFFICES

    SECTION ONE. Registered Office and Agent.

    The Association is a non-profit corporation organized under the laws of the State of Texas. The registered office and registered agent of the Association shall be as designated from time to time by the appropriate filing by the Association with the Office of the Secretary of State of the State of Texas.

    SECTION TWO. Other Offices.

    The Association may also have offices at such other places both within and without the State of Texas as the Board of Directors ("Board") may from time to time determine or the business of the Association may require or as may be desirable.

    ARTICLE III MEMBERSHIP

    SECTION ONE. Classes of Membership.

    There shall be two (2) classes of membership in the Association: Retail Corporate and Supplier Corporate.

    SECTION TWO.Retail Corporate Member Eligibility.

    Retail Corporate membership is open to companies employing retail facilities maintenance management and non-management, and to retail property firms including property owners, landlords, managers and developers. Individuals employed by companies providing products or services of any kind whatsoever to retailers, except as landlord, property owner or property manager, are ineligible for Retail Corporate membership. Membership is open to more than one designee employed at the same company; provided, however, there shall be only one (1) voting member per company. The Board may, at its discretion, establish categories and a pricing structure within the Retail Corporate membership class.

    SECTION THREE. Supplier Corporate Member Eligibility.

    Supplier Corporate membership is open to manufacturers, vendors, consultants, dealers and distributors of retail facility related products or services and property managers and developers of retail properties who provide products and services to retailers other than as landlord, property owner, or property manager. It is open to more than one designee employed at the same company; provided, however, there shall be only one (1) voting member per company. The Board may, at its discretion, establish categories and a pricing structure within the Supplier Corporate membership class.

    SECTION FOUR. Membership Dues.

    Each member shall pay annual dues. The Board shall establish the dues for each membership class and the effective date by which payment must be received.

    SECTION FIVE. Application for Membership.

    Any eligible applicant desiring to become a member of the Association may do so by submitting a written membership agreement in such form as shall be prescribed by the Board. Membership will be granted upon determination by the Board, or as the Board may designate, the Chief Executive Officer (CEO), that the applicant has met all requirements for the respective membership class.

    SECTION SIX. Right to Vote and Hold Office.

    The voting designee of the Retail Corporate Member shall have the right to vote and hold any appointive and elective office. All individuals representing a Retail Corporate Member may serve on appointive committees, attend and participate in educational seminars, regular and special meetings and other activities, receive periodic information from the Association and be included in a master company listing of all Retail Corporate Members to be distributed to the Association membership at large.

    The voting designee of the Supplier Corporate Member shall have the right to vote, hold any appointive and elective position or office, with the exception of Board Chair. All individuals representing a Supplier Corporate Member may serve on appointive committees, attend and participate in educational seminars, regular and special meetings and other activities, and receive periodic information from the Association, as well as, to be included in a master company listing of all Supplier Corporate Members to be distributed to the Association membership at large.

    SECTION SEVEN. Transfer of Memberships.

    Membership(s) are company memberships and belong to the member organizations. Each member company will designate an individual to serve as its representative for membership participation purposes and may assign or transfer that designation among its personnel.

    SECTION EIGHT. Membership in Good Standing.

    All members are expected to be current in payment of dues, and to comply with the Association’s Ethics Policy and its Code of Ethics, as posted on the Association’s website, and as may be amended by the Board, with notice to the membership. The Ethics Policy and Code of Ethics shall stipulate the process to address alleged Ethics violations, and their adjudication, including the right of the Board of Directors to impose what it determines to be appropriate sanction, up to and including expulsion. Members shall have the right to appeal such imposed sanction in accordance with a process codified in the Ethics Policy. The decision resulting from such appeals process shall constitute the final decision of the Association with respect to any violation.

    Connex reserves the right to deny membership to persons whose conduct is deemed unprofessional. A membership application from anyone known to have acted in any manner inconsistent with the tenets of Connex’s Ethics Policies within three years of applying for membership must be approved by vote of the Board.

    SECTION NINE. Termination.

    The Board may terminate the membership of any member who fails to satisfy the conditions of membership in good standing, including without limitation the timely payment of dues. The date the Board approves termination is the effective date of termination for all purposes. Membership dues paid, if any, by a subsequently terminated member are not prorated and are not refundable in whole or in part.

    SECTION TEN. Resignation.

    As of the effective date of a member company's resignation, the member shall cease to have any interest in or claim upon any funds or other property of the Association, including any funds or other property subsequently acquired by the Association. The membership of any individuals employed by the resigning member company shall also terminate on the effective date of the resignation.

    SECTION ELEVEN. Re-instatement.

    Any eligible company or corporation whose membership has been terminated may, at the discretion of the Board, be reinstated as a member upon the satisfaction of all current membership requirements, including without limitation, payment of dues.

    ARTICLE IV MEETINGS OF THE MEMBERSHIP

    SECTION ONE. Annual Meeting.

    There shall be an annual meeting of the membership, held each year in conjunction with the Association’s Annual Conference, at such date, place and hour as designated by the Board. Written notice of such meetings shall be given to all members of the Association at least ten (10) days, but not more than sixty (60) days, before the meeting. The purposes of the annual meeting shall include: reporting to the membership on the activities and financial condition of the Association; introducing and/or installing the newly elected/appointed officers and members of the Board; providing information about the Association that will be of interest to the members; providing a forum for membership interaction and conducting such business of the Association as determined by the Board. Regarding matters that come before the membership for a vote, only voting members in good standing shall be entitled to vote.

    SECTION TWO. Special Meetings.

    Special meetings of the membership may be called by the Board Chair, the Board, or any group of members constituting at least one-tenth (1/10) of the voting membership, at any time other than the time of the regular or annual meetings, upon at least ten (10) days, but not more than sixty (60) days, written notice to all members. The written notice must include the time and place of the meeting, and the purpose or purposes for which the meeting is called.

    SECTION THREE. Record Date

    Unless the Board establishes an alternative record date, and subject to any requirements in the Texas Business Corporations Code, the record date for determining the members entitled to receive notice of and to vote at a meeting will be the close of business on the last business day before the day on which the first notice of such meeting is sent, or in the case of an action to be taken by a written or electronic ballot in lieu of a meeting, the close of business on the last business day before (i) the day the first written ballot was delivered to a member, or (ii) the day upon which votes by electronic ballot may be first submitted.

    SECTION FOUR. Voting.

    Each voting company in good standing shall be entitled to cast one vote by the designated voting member when any matter before the Association calls for a vote of the membership. Voting may be by written or electronic ballot. Voting shall be by secret ballot, or such other voting method or methods as the Board may authorize. Voting by proxy is not permitted.

    SECTION FIVE. Quorum.

    The Board may terminate the membership of any member who fails to satisfy the conditions of membership in good standing, including without limitation the timely payment of dues. The date the Board approves termination is the effective date of termination for all purposes. Membership dues paid, if any, by a subsequently terminated member are not prorated and are not refundable in whole or in part.

    SECTION SIX. Action without a Meeting.

    To the extent permitted by the Articles of Incorporation, any action required to be taken at a regular or special meeting of members of the Association, or any action which may be taken at a regular or special meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a sufficient number of members as would be necessary to take that action at a meeting lawfully convened under Section Five of these Bylaws. Every signed written consent shall be promptly submitted to the Association by delivery to its registered office, registered agent, principal place of business, or an Officer or agent of the Association having custody of the Association's minute book. Delivery shall be by hand or certified or registered mail, or electronic media with the same force as the original document. Delivery of such consent to the Association's principal place of business shall be addressed to the Board Chair or principal executive officer of the Association. A photographic, facsimile, electronic or similar reproduction of writing signed by a member, shall be regarded as signed by a member for purposes of this Section.

    ARTICLE V BOARD OF DIRECTORS

    SECTION ONE. General Powers and Duties.

    The properties, affairs, activities and concerns of the Association shall be governed by and managed under the authority of the Board of Directors.

    SECTION TWO. Board Number, Qualifications and Composition.

    Effective with election of Board members in 2018, the Board shall consist of eleven (11) voting members in good standing, who shall be elected and shall be comprised as follows: six (6) Retail Corporate members; and five (5) Supplier Corporate members. Board members may also be referred to in these Bylaws and elsewhere as Directors.

    If more than one employee of the same company are members of the Association and are otherwise eligible to serve on the Board, only one member may serve as a Director at any time. If for any reason, including without limitation change of employment, merger or acquisition, more than one member employed by the same company are Directors serving simultaneously, the affected Directors will determine which one director will remain on the Board and which must resign, or in the absence of a decision between or among the affected Directors, the Board will select the Director to serve.

    If a Director is no longer employed after 90 days in the same membership class in which he or she was employed when elected, the Board may at its discretion allow the Director to complete his or her full or partial term of office.

    SECTION THREE. Board Terms and Term Limits.

    Directors are elected to serve three-year terms, unless otherwise specified in these Bylaws. Directors shall begin performance of their duties at the annual meeting immediately following their election and shall continue in office until their successors have been duly elected and installed. Directors are not eligible for re-election to the Board until at least one (1) year has elapsed since the end of any prior term of their service on the Board.

    SECTION FOUR. Election.

    On a three-year rotating basis, three Directors shall be elected in year one, and four in years two and three, from a slate including two more candidates than the number of available seats in each membership category, qualified and proposed by the Nominating Committee and approved by the Board. Election of Directors shall be conducted in advance of the Annual Meeting of the Association, and all voting members of the Association in good standing are qualified to vote. Voting may be by written or electronic ballot. The ballot should reflect one voting opportunity for each open voting director excluding any alternates. The candidates receiving the most votes respective to the number of vacancies to be filled will be elected to the Board as Directors.

    SECTION FIVE. Nominations.

    Nominations will be solicited and considered in accordance with a process outlined in the Board’s governing policies then in-effect. The slate of nominees shall be based on criteria as determined by the Board. Nominees must agree to adhere to and perform the responsibilities of the Board, must sign a confidentiality agreement, a conflict of interest agreement and obtain permission from their company supervisor to ensure support prior to being put on the ballot.

    SECTION SIX. Alternates.

    Two Retail Corporate members and one Supplier Corporate member shall be alternate, nonvoting Board members for one-year terms, though subject to the same requirements for Board participation and conduct as voting Board members. These Alternates are the Board nominees who received the next highest votes in the Board elections after counting the votes cast for the duly elected Directors. The Alternates shall automatically ascend to fill any Board vacancy in their respective membership class, for the remainder of the elected term of the vacated position. An alternate who has not filled a vacancy, or one who has filled a vacancy for a term of less than twenty-four (24) months, may be nominated and seek election to a full term immediately upon completion of the current term. An alternate who is elected to serve three (3) consecutive one-year terms is not eligible for re-election until at least one (1) year has lapsed since the end of any prior term.

    SECTION SEVEN. Immediate Past Board Chair.

    A Director serving as Board Chair in the third year of her/his term may remain on the Board for a fourth or fifth year in an ex-officio, non-voting capacity as “Immediate Past Board Chair.”

    SECTION EIGHT. Resignation and Removal.

    A Director may, for good cause shown, be removed from the Board and the office declared vacant by a two- thirds vote of all voting Directors. Any Director may resign at any time by written notice to the Board Chair. Any such resignation shall take effect at the date of receipt of such notice or at such other time as may be specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

    SECTION NINE. Vacancies.

    In the event any Alternate Director position on the Board becomes vacant, the Nominating Committee shall promptly nominate two (2) or three (3) candidates, and by majority vote of the Board one candidate shall be elected, to serve as a Director through the end of the term vacated.

    SECTION TEN. Regular Meetings of the Board.

    The Board will have no fewer than four (4) regular meetings per year, of which at least three shall be in-person meetings, held at such time and place as the Board may prescribe, one of which will take place in conjunction with the Association’s annual conference.

    SECTION ELEVEN. Special Meetings of the Board.

    Special meetings, including emergency Board meetings via conference call, may be called by the Board Chair, or upon the written request of any five (5) Directors, at any time with two (2) business days' notice. Actions of the Board of Directors at special meetings shall be limited to matters identified in the notice for said meetings.

    SECTION TWELVE. Quorum, Voting, and Rules of Order.

    Unless otherwise provided in the Articles of Incorporation or these Bylaws, a majority of the Directors in office and eligible to vote shall constitute a quorum. If a quorum of the Board members is present either through physical or virtual participation (as stipulated in Section Thirteen, below), a majority vote of those present and eligible to vote shall prevail as an act of the Board of Directors, unless otherwise specified in these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the established quorum for that meeting. There shall be no voting by proxy.

    At the meetings of the Board, Robert’s Rules of Order (latest edition) may be invoked by the Board Chair or by majority vote of the Board.

    SECTION THIRTEEN. Meeting Through Telecommunication.

    Unless otherwise restricted by the Articles of Incorporation, or these Bylaws, a Director may participate in any meeting of the Board, or Board committee, by means of conference telephone or similar communications equipment provided all persons participating in the meeting may hear each other. Participation in a meeting by such means shall constitute presence at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

    SECTION FOURTEEN. Meeting Attendance.

    Reflecting the importance of attendance and participation, the Board may establish in its governing policies an attendance requirement, which may stipulate that absence from more regular meetings of the Board than allowed for in said requirement may be deemed a resignation from the Board. Exceptions to any such stated requirement may be made on an individual basis only by action of the Board of Directors.

    SECTION FIFTEEN.. Action Without a Meeting.

    To the extent permitted by the Articles of Incorporation and these Bylaws, any action required to be taken at a regular or special meeting of the Board, or any action which may be taken at a regular or special meeting of the Board, may be taken without a meeting, with consent or consents in writing signed by a majority of the Board. A telegram, or similar transmission by a Director, or a photographic, facsimile, or similar reproduction of a writing signed by a Director, shall be regarded as signed by a Director for purposes of this section.

    SECTION SIXTEEN. Compensation and Reimbursement.

    Directors shall receive no compensation for serving on the Board. However, Directors may be reimbursed for normal and customary travel expenses when attending official Association Board meetings or such other events as approved by the Board.

    ARTICLE VI ELECTED OFFICERS

    SECTION ONE. Designation and Term.

    The elected officers of the Association shall be a Board Chair, Vice Chair, Treasurer and Secretary. Elected Officers shall serve one-year terms beginning at the annual conference of the Association. No Officer may serve more than two consecutive years in the same office, nor hold more than one office at a time.

    SECTION TWO. Qualification.

    A maximum of three Supplier Corporate Members may serve as an officer during a single term. Only Retail Corporate Members may serve as Board Chair. Anyone elected as an Officer must be a sitting Director at the time of election.

    SECTION THREE. Election.

    At the last regularly scheduled in-person meeting of its elective year, the Board shall elect, from among current Directors whose terms are not expiring, officers for the subsequent elective year. The Board shall elect, in sequence, the Board Chair, Vice Chair, Treasurer and Secretary. Nominations may be proposed by any sitting Director, and may include self-nominations. Officers must be elected by a majority vote. If more than two nominees are proposed for an officer position, and none receive a majority vote, then there shall be a subsequent ballot listing only the two nominees who received the most votes on the first ballot.

    SECTION FOUR. Removal.

    An Elected Officer may be removed by affirmative vote of the majority of all voting Directors, whenever, in their judgment, the interests of the Association would be best served by such removal. Such removal shall not constitute removal from the Board, which is subject to Article V, Section Seven above.

    SECTION FIVE. Vacancies.

    The Board shall fill all vacancies in any office without undue delay, at its next regular meeting, or at a meeting specifically called for that purpose. In such event, the Board shall appoint a person to fill the office for the remainder of the vacated term. Should a Board member be appointed to fill a vacancy, the partial term shall not be counted toward the limitation in Article VI, Section One, above.

    SECTION SIX. Duties of the Board Chair.

    The Board Chair shall: be the presiding officer at meetings of the membership and of the Board; be responsible for assurance that the Board fulfills its governance duties as prescribed by law, these Bylaws, and the Board’s governing policies then in-effect; be the official spokesperson for the membership and the Board; and shall perform such other duties as may be prescribed by the Board.

    SECTION SEVEN. Duties of the Vice Chair.

    The Board may terminate the membership of any member who fails to satisfy the conditions of membership in good standing, including without limitation the timely payment of dues. The date the Board approves termination is the effective date of termination for all purposes. Membership dues paid, if any, by a subsequently terminated member are not prorated and are not refundable in whole or in part.

    SECTION EIGHT. Duties of the Treasurer..

    The Treasurer shall serve as the chairperson of the Board’s Audit/Investment Committee and shall advise the Board on matters of fiscal policy.

    SECTION NINE. Duties of the Secretary.

    The Secretary shall keep, or cause to be kept, the minutes of all meetings of the members of the membership and of the Board. The Secretary shall ensure the accuracy of the governing documents of the Association, the giving of proper notice of meetings, and perform such other duties as may be assigned by the Board.

    ARTICLE VII. CHIEF EXECUTIVE OFFICER

    SECTION ONE. Appointment.

    The Association shall employ a chief executive officer (CEO), with such duties, for such length of time, and at such compensation as the Board may determine. The CEO shall serve as a non-voting, ex-officio member of the Board.

    SECTION TWO. Duties and Responsibilities.

    The CEO shall be responsible for management and administration of the day-to-day operations of the Association, in accordance with these Bylaws and the governing policies of the Board of Directors then in-effect. The CEO shall have the authority to hire and discharge agents, contractors and employees of the Association, and shall oversee and direct their activities in carrying out its work.

    ARTICLE VIII BOARD COMMITTEES

    SECTION ONE. Establishment.

    The Board may authorize the establishment of one or more committees from time to time and assign duties to them. The resolution establishing such Board Committees shall state the purpose, composition guidelines, timeline and authority of each committee. No Board Committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other Committee or any director, elected officer or employee of the Association; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of any substantial property and assets of the Association not in the ordinary course of business; (f) authorize the voluntary dissolution of the Association or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the Association; or (h) amend, alter or repeal any resolution of the Board of Directors. The designation and appointment of any such Board Committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him, or her by law.

    SECTION TWO. Meetings.

    Board committees may fix the time and place of their meetings, unless the Board shall otherwise provide. Meetings of any Board committee may be held upon such notice, or without notice, as shall from time to time be determined by the members of any such committee members.

    SECTION THREE. Quorum.

    At all meetings of any Board committee, a majority of its members shall constitute a quorum for the transaction of business, and the act of a majority of the members present, (in person or via electronic means) shall be the act of any such committee, unless otherwise specifically provided these Bylaws, the governing policies of the Board then in-effect, or the resolution establishing such Board committee.

    ARTICLE IX FINANCE

    SECTION ONE. Fiscal Year.

    The fiscal year of the Association shall be as prescribed by the Board of Directors.

    SECTION TWO. Bonds.

    Trust or surety bonds, or other such protection, shall be furnished for the officers or employees of the Association as the Board may direct. The amount of such protection shall be determined by the Board, and the expense of the same shall be borne by the Association.

    SECTION THREE. Fiscal Audit.

    The Board, or its appointed designee, shall each year select and employ an independent public accounting firm whose duty it shall be to audit the books and records of the Association at least once per year.

    ARTICLE X INDEMNIFICATION AND INSURANCE

    SECTION ONE. Indemnification.

    The Association, at the direction of the Board, shall indemnify and advance expenses to any person who (i) is or was a Director, Officer, employee, or agent of the Association or (ii) serves or has served at the request of the Association as a Director, Officer, partner, venture, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent that a corporation may or is required to grant indemnification under the Texas Business Organizations Code, Chapter 8 and Chapter 22; notwithstanding the foregoing, however, the Association may indemnify and advance expenses to an Officer, employee or agent, or any person who is identified in (ii) of the first clause of this Article and who is not a Director to such further extent, consistent with law, as may be provided by the Association's Articles of incorporation, these Bylaws, general or specific action of the Board, or by contract, or as otherwise permitted or required by common law.

    SECTION TWO. Insurance.

    The Association shall purchase and maintain insurance or make other arrangements, at its expense, to protect itself and any such Director, Officer, employee, agent or person as specified in Section One of this Article, against any such expense, liability or loss, whether or not the Association would have the power to indemnify him against such expense, liability or loss under the Texas Business Organizations Code, Chapter 8 and Chapter 22.

    ARTICLE XI RESTRICTIONS

    SECTION ONE. Earnings and Activities.

    No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of the above-described purpose. No part of the activities of the Association shall be the carrying on of propaganda, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the above provisions, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

    SECTION TWO. Dissolution.

    Upon the dissolution of the Association, the Board shall, after paying or making provision for the payment of all liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for purposes described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of the Texas Business Organizations Code, Chapter 22 as the Board shall determine).

    SECTION THREE. Membership List.

    The membership list of the Association is intended for the exclusive use of the Association's membership. Neither the Association nor any member is permitted to give, sell, barter, transfer or otherwise distribute in any way the membership list to non-members, for any purpose whatsoever, including without limitation the compilation of business mailing lists. The Board shall take disciplinary action against any person violating this policy, including in its sole discretion and without limitation, termination of membership in the Association and legal action.

    ARTICLE XII GENERAL PROVISIONS

    SECTION ONE. Notices.

    Whenever by law, the Articles of Incorporation, or these Bylaws, notice is required to be given to any member or Director, such notice may be given in writing: (i) in person; (ii) by mail, postage prepaid, addressed to such committee member or Director at his address as it appears on the records of the Association; or (iii) by facsimile transmission; (iv) by email; provided that, as noted elsewhere in these Bylaws, certain notice to Directors may be by telephone. Any legal notice required or permitted to be given by certified mail, receipt required, shall be deemed to be given at the time when the same is deposited in the United States mail as aforesaid or with a national overnight courier company. Any legal notice required or permitted to be given by facsimile transmission or email shall be deemed to be delivered on successful transmission of the facsimile or delivery of the email.

    SECTION TWO. Waiver of Notice.

    Whenever any notice is required to be given under the provisions of law, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

    SECTION THREE. Books and Records.

    The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and each committee of the Board. Books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

    SECTION FOUR. Financial Records and Annual Reports.

    The Board shall annually prepare and approve a report of the financial activity of the Association for the preceding year. The report must conform to accounting standards as promulgated by the American Institute of Certified Public Accountants and must include a statement of support, revenue, and expenses and changes in fund balances, a statement of functional expenses and balance sheets for all funds. An annual financial audit will be conducted by an independent certified public accountant selected by the Board.

    SECTION FIVE.Financial Transactions.

    Subject to the duties, obligations and responsibilities established by applicable statutes, the Articles of Incorporation and these Bylaws, the Board may authorize Officers, agents or other designated persons to conduct financial transactions, including without limitation, demands for money, investment fund transactions and notes, on behalf of the Association.

    SECTION SIX.Construction.

    Whenever the context so requires, the masculine shall include the feminine and neuter, and the singular shall include the plural, and conversely. If any portion of these Bylaws is held invalid or inoperative by a court of competent jurisdiction, then, so far as is reasonable and possible:

    (a) The remainder of these Bylaws shall be considered valid and operative, and

    (b) Effect shall be given to the intent manifested by the portion held invalid or inoperative.

    SECTION SEVEN.Headings.

    The headings are for organization, convenience and clarity. In interpreting these Bylaws, the headings shall be subordinated in importance to the other text.

    ARTICLE XIII AMENDMENTS

    These Bylaws may be amended, repealed or altered in whole or in part by resolution adopted by a two-thirds (2/3) majority vote of the Board of the Association, provided written notice of the proposed resolution, including the verbatim language proposed, shall be delivered to each Director not less than fifteen (15) days prior to the meeting at which the proposed resolution is put to a vote. Any typographical or clerical errors may be corrected by the Association at any time, with notice to the Board in the next month’s update materials.