Bylaws

WRITING INSTRUMENT MANUFACTURERS ASSOCIATION, INC.

Amended October 24, 1993
Amended May 17, 1994
Amended February 2, 1995
Amended June 20, 1995
Amended October 8, 1995
Amended March 3, 1999
Amended April 4, 2003
Amended April 1, 2005
Amended May 7, 2009

ARTICLE I

Name
The name of the Association shall be the Writing Instrument Manufacturers Association, Inc., effective November 1, 1963 (incorporated in the State of New York).

ARTICLE II

Principal Place of Business
The principal office of the Association shall be in a location designated by the Board of Directors.

ARTICLE III

Definitions and Objectives
SECTION 1: The term "industry" includes manufacturers and exclusive distributors of writing instruments such as pens, cased pencils, mechanical pencils, markers, erasers, components thereof and suppliers of machinery, equipment and services to the manufacturers thereof.

SECTION 2: The purpose of the Writing Instrument Manufacturers Association shall be to promote the overall interest of the Writing Instrument Industry in the United States, Canada, and Mexico. To this end, the Association will strive to keep its members well informed on issues which affect the industry and individual companies. The Association will provide a forum in which to discuss such issues and take such action as is deemed appropriate. The Association will maintain a Public Relations program to inform the general public concerning the safe and proper use and importance of Writing Instruments.

SECTION 3: The Association is not organized for pecuniary profit and shall not declare dividends, or other financial distribution to members. In the event of dissolution of the Association, in accordance with the applicable laws of the State of New York, all assets, after payment of just debts, fees, charges and expenses, shall be delivered as a contribution to an educational institution or non-profit organization, as selected by the majority of the members of the Association, which holds, as part of its goals, the furtherance and advancement of handwriting, and no part of the assets shall inure to the benefit of any member of the Association.

SECTION 4: The Writing Instrument Manufacturers Association and its Members are committed to the conduct of business on the basis of expertise, effort, and ability, with ethical and responsible behavior in compliance with the laws and regulations of pertinent Government authorities. The Association will support the ethical conduct of business in the Writing Instrument Industry worldwide.

ARTICLE IV

Membership

Part I - Voting Members

SECTION 1: Any legally established for profit business entity which falls into the following business classifications may be admitted to membership in the Association and shall be entitled to vote in accordance with Section 3.

A. Writing and Marking Instrument Manufacturers. Applicant must operate facilities within the United States, Canada or Mexico for the manufacture, assembly or distribution of finished writing and marking instruments in the United States, Canada or Mexico.

B. Component Manufacturers. Applicant must operate facilities within the United States, Canada, or Mexico for the manufacture or assembly of components, materials, equipment, machinery or supplies used by manufacturers of writing and marking instruments.

C. Raw Material Suppliers. Applicant must operate facilities within the United States, Canada or Mexico for the development, extraction or production of raw materials being supplied to manufacturers and component suppliers of writing and marking instruments.

D. Advertising Specialty Members. Applicant must distribute writing and marking instruments in the United States, Canada or Mexico manufactured by finished product manufacturers.

SECTION 2: Application for membership shall be submitted on the membership application form provided by the Association accompanied by remittance covering membership dues for one year. Such applicant shall be accepted for membership provided that it is recommended by affirmative vote of a majority of the members of the Membership Committee and is approved by a majority vote of the members of the Board of Directors. In the event that an applicant is denied membership by vote of the Membership Committee, such applicant shall have the right to appear before the Board of Directors and explain why it believes it is qualified for membership in the Association. After such appearance, the applicant may be admitted to membership upon affirmative vote of two-thirds of the Board of Directors.

SECTION 3: Whenever membership is in the name of a firm or corporation, such firm or corporation shall designate an individual who shall exercise the voting power of this company. The designation may be changed by the member company at any time upon notice to the executive officer of the Association. The individual designated may appoint an alternate or a proxy provided that notice of such fact is given to the Association and provided that such alternate is affiliated with the business of the member.

SECTION 4: In the event a prospective member engages in business as a manufacturer, or distributor of writing instruments and as a component manufacturer, his dominant business by dollar volume shall determine his membership classification. All members will only exercise one vote on Association issues.

SECTION 5: The resignation of a member shall not be accepted unless notice in writing shall have been given to the executive officer and all dues and obligations to the Association, including dues for the current fiscal year, shall have been paid in full.

SECTION 6: Any member which fails to pay his dues or assessments in accordance with ARTICLE VI shall be suspended, unless by a majority vote of the Board of Directors present at a regular or special meeting, other action or disposition is directed.

SECTION 7: For cause, any membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the bylaws, or rule or practice properly adopted by the Association, or any other conduct prejudicial to the interests of the Association. Such suspension or expulsion shall be by two-thirds vote of the entire membership of the Board of Directors present at a regular or special meeting. Provided that a statement of the charges shall have been mailed by registered mail to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person or by his representative and present any defense to such charges before action is taken thereon.

SECTION 8: Membership in the Association shall be terminated when the member, be it an individual or business concern, ceases to meet the requirements for membership as stated in Section 1 of this Article. The Executive Director may, on his own initiative, and shall, at the request of any member, investigate any change in the name, personnel or business of any member and shall submit a report of his investigation to the Board of Directors. If such report recommends the termination of membership, the member shall be requested to personally appear before the Board of Directors. After such personal appearance, the Board of Directors may, by a two-thirds vote of the members of the Board present at a regular or special meeting, terminate the membership of any such member.

Part II - Non-Voting Members

SECTION 1: Any legally established for profit business entity whose business falls within the classification set forth in the following Subsections, may be admitted as a non-voting member of the Association:

A. Non-North American Writing and Marking Manufacturers. Applicant must be a United States, Canadian, or Mexican based affiliate of a manufacturer, assembler or distributor of writing instruments whose business in the United States is the sale of such writing and marking instruments.

B. Non-North American Component Manufacturers. Applicant must be a United States, Canadian, or Mexican based affiliate of a manufacturer, assembler, or distributor of components, materials, equipment, machinery or supplies used by manufacturers of writing and marking instruments and whose business in the United States is the sale of such articles.

C. Exclusive Distributors. Applicant must be a U.S. person, partnership or corporation, with a contract from a foreign writing or marking instrument manufacturer or a foreign component manufacturer, which indicates they have the exclusive right to distribute their writing instruments or components in the U.S., Canada, or Mexico. (For reference, a distributor will be defined as the importer of record for the writing instruments or components.)

SECTION 2: Non-voting members shall not be eligible to hold office, serve on the Board of Directors, or serve as chairman of any of the committees of the Association.

SECTION 3: Application for non-voting membership in the Association shall be subject to the same requirements and procedures as set forth in Part I, Section 2, applicable to voting members.

SECTION 4: The provisions of this article applicable to voting members as set forth in Part I, Sections 4 through 8 shall also apply to non-voting members under this part.

ARTICLE V

Corporate Insignia

SECTION 1: The Association shall approve and adopt an insignia which shall appear on the Association's stationery and shall be of a design suitable to the writing instrument industry.

SECTION 2: The Association shall take such steps as may be necessary and appropriate to register the insignia as the Association trademark and to reserve its use to the Association and membership in accordance with these bylaws.

SECTION 3: In addition to the executive office of the Association, the insignia may be used by active members only.

ARTICLE VI

Finances, Dues, Assessments

SECTION 1: The fiscal year of the Association shall begin on the first day of January of each year and end on the thirty-first day of December.

SECTION 2: The budget for the ensuing fiscal year shall be prepared by the Executive Committee , shall be submitted to the Board of Directors and shall become effective upon approval of the Board of Directors.

SECTION 3: Each member shall pay dues and assessments in amounts determined annually by the Board of Directors which shall be sent to the Association's executive office for deposit. Said dues and assessments shall be based on industry sales in the United States, Canada and Mexico and deemed due and owing on the first day of the fiscal year. If the member's dues or assessments are not paid by the sixtieth day of the fiscal year, the member shall be temporarily suspended and shall suffer the loss of all benefits of membership. The Executive Director shall give the suspended member notice in writing of the temporary suspension and request immediate payment of dues and/or assessments. If payment is not received by the one hundred twentieth day of the fiscal year, the member shall be automatically suspended.

SECTION 4: A member suspended from the Association for nonpayment of dues and/or assessments may, upon approval of two-thirds of the Board of Directors present at a regular or special meeting, be reinstated to membership upon payment to the Association of the dues and/or assessments in arrears plus a reinstatement fee of 20% of the amount due. A member who resigns and seeks membership again within two years must also pay a penalty reinstatement fee of 20% of the new dues. This penalty may be waived by the Board if the ownership of the member company changes during the two year period.

SECTION 5: The funds of the Association shall be deposited in a general account in the name of the Association subject to withdrawal in such a manner as may be determined by the Board of Directors. Accounting records and books of account shall be maintained at the Association's office. All records covering the general Association account shall be reviewed or audited by independent auditors once yearly after the expiration of the fiscal year and a report of such review or audit shall be filed with the Board of Directors.

ARTICLE VII

Officers

SECTION 1: The officers of this Association shall be a President, a Vice President, a Secretary, and a Treasurer. All such officers shall be representatives of voting members of the Association.

SECTION 2: The Executive Director shall administer the affairs and activities of the Association and shall be appointed by the Board of Directors which shall fix his compensation and tenure of office and prescribe, and may, from time to time, alter his powers and duties. The Executive Director need not be a member of the Association.

SECTION 3: The President shall preside at all meetings of the Association and the Board of Directors. He shall be the executive head of the Association, enforce its bylaws, and execute the will of the Association and of the Board of Directors. He shall appoint all committee chairmen, and he shall serve as an ex-officio member of all committees. The President shall serve for a term of two years, to be succeeded by the Vice President.

SECTION 4: The Vice President shall serve in the absence of the President, or in the event of the latter's inability to do so, and shall also perform such other duties as may be given to him by the Board of Directors. The Vice President shall serve for a term of two years, to be succeeded by the Secretary.

SECTION 5: The Treasurer shall be responsible for all monies and assets belonging to the Association under direction of the Board of Directors. The Treasurer shall serve for a term of three years. He shall, on ceasing to hold the office, surrender to his successor in office, when qualified, or to such other person as the Board of Directors may designate, all monies, books, papers, and other records of the Association under his control. He shall make reports to both the Board of Directors and the members, when called upon.

SECTION 6: The Secretary shall serve for a term of two years and shall be responsible for all minutes, correspondence and other records of the Association. The Executive Director shall be the custodian of the records of the Association and shall take charge of all correspondence. He shall perform such other duties as are required by the Board of Directors or the members.

SECTION 7: Any officer may be removed from office by a vote of not less than two-thirds of the members present at any regular meeting or at any special meeting called for that purpose.

SECTION 8: In the event of the resignation, continued absence, or inability of any officer to complete his term, the position for the unexpired term may be filled by an appointment by the President subject to approval by a two-thirds vote of the Board of Directors present at the next regular or special meeting.

SECTION 9: All officers shall hold office for two years, except the Treasurer who shall serve for three years, or until their successors have been elected and qualified.

ARTICLE VIII

Board of Directors

SECTION 1: The Board of Directors shall consist of the four elected officers, the immediate past president, and up to sixteen members all of whom shall be elected by the membership at their annual meeting. At no time shall the Board be less than 12 members.

SECTION 2: The Board of Directors shall constitute the governing body of the Association. It shall be vested with full power and authority to carry out the purpose for which this Association is organized and put into effect all resolutions and decisions of the association. In addition to the general powers over the affairs of the Association, it shall have the express power to exercise general supervision over the receipts and expenditures of the Association, fill any vacancies in the offices of the Association, and define the duties of its officers, fix the compensation of employees and agents and officers of the Association, and do all other acts and things which it deems to be in the best interest of the Association.

SECTION 3: The Directors shall be representatives of voting members of the Association. A voting member may have no more than one representative on the Board of Directors at any one time. In the event that the elected Director no longer represents his member company, the member company may designate another representative, active in their business, to replace the elected Director, subject to approval by two-thirds vote of the Board of Directors present at the next regular or special Board meeting.

SECTION 4: The members of the Board shall represent a cross-section of member interests. This shall include large and small companies, writing instrument and component manufacturers.

SECTION 5: In the event of the resignation of a Director who is not duly replaced according to Section 3 above, the President of the Association may appoint a qualified Director to complete the unexpired term subject to approval by a two-thirds vote of the Board of Directors present at the next regular or special meeting. As much as is possible, the appointed Director should represent a similar constituency as the representative of the member company who resigned.

SECTION 6: An elected member of the Board of Directors may designate another person actively engaged in his business concern to act as his alternate when unable to attend.

SECTION 7: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any of its meetings. A majority of the members present shall be necessary to effect all motions, except as otherwise provided in these bylaws.

SECTION 8: Meetings of the Board of Directors shall be held as directed by the President, or by motion of the Board of Directors, but there shall not be less than one meeting of the Board in any fiscal year.

ARTICLE IX

Meetings of Members

SECTION 1: One annual meeting of the members shall be held at a time and place to be determined by the Board of Directors and such additional meetings may be held as desired by the membership of the Association, provided that notice of all meetings shall be mailed, faxed or emailed to each member setting forth the time and place of such meetings at least two weeks in advance thereof.

SECTION 2: Other meetings of the Association may be called by the President, or by the Board of Directors, or upon written request by one-third of the members, provided that notice of all meetings shall be mailed, faxed or emailed to each member setting forth the time and place of such meetings at least two weeks in advance thereof.

SECTION 3: A quorum at all meetings of the Association shall be twenty percent of the members. If no quorum is present, the presiding officer may adjourn the meeting from time to time until a quorum is present.

ARTICLE X

Elections

SECTION 1: All officers and members of the Board of Directors shall be elected at the annual meeting of the membership and shall take office upon election.

SECTION 2: The individuals elected as officers and as members of the Board of Directors are so elected as representatives of the individual or business concern in whose name the membership stands. If a member of the Board of Directors no longer represents the qualified member of record, then such member may name another actively engaged in the qualified member's business to so represent him or it, subject to a two-thirds vote of approval by the Board of Directors at a regular or special meeting. Should the member company of a retiring member of the Board of Directors fail to exercise its right to appoint a successor from the company, after due notification by the Executive Director, then its successor shall be appointed by the President subject to a two-thirds vote of approval by the Board of Directors at a regular or special meeting.

ARTICLE XI

Committees and Sections

SECTION 1: The Association shall have an Executive Committee and a Pencil Section. The Board of Directors shall appoint such other Committees and Sections as necessary. The Chair of each Committee or Section must be a member of the Board of Directors. The President shall appoint the Chair annually.

SECTION 2: The structure and voting rights of the sections can only be modified by a majority of the voting members of the section and approved by no less than eighty percent of the Board of Directors present at the next regular or special meeting.

SECTION 3: Voting in the Pencil Section shall be governed by the voting procedures established in the former Pencil Makers Association Bylaws. Accordingly, all U.S. manufacturers of wood cased pencils shall be entitled to one vote. The term “manufacturer of wood cased pencils” means a manufacturer of raw pencils which is defined as a non-mechanical pencil consisting of a body and writing, drawing, and/or color core.

Three U.S. component suppliers to U.S. manufacturers of cased pencils will represent component suppliers and shall be entitled to one vote each. These representatives will be elected by a majority vote of qualified component members at the meeting of the section which shall coincide with the Annual Meeting of WIMA.

All members of WIMA are entitled to attend the Pencil Section meetings.

SECTION 4: Executive Committee - The President, Vice President, Secretary, Treasurer, Immediate Past President and the Chairmen of all Sections shall constitute an Executive Committee. All Past Presidents shall serve on the Executive Committee on an ex officio basis. The Committee may exercise the powers of the Board of Directors (except for amendment of the bylaws) subject to ratification by the Board of Directors when the Board of Directors is not in session, reporting to the Board of Directors at its succeeding meeting any action taken.

ARTICLE XII

Certification Programs

The Association recognizes that three separate and distinct Product Certification Programs have been developed to meet the needs of the Cased Pencil Manufacturers, Ink Based Writing Instrument Manufacturers and Manufacturers of Erasers sold separately from pencils, respectively. Any change in the Pencil or Eraser Certification Program must be approved by a majority of the voting members of the Pencil Section and approved by no less than eighty percent of the Board of Directors present at the next regular or special meeting. Any changes in the Ink Certification Program must be approved by eighty percent of the Board of Directors present at the next regular or special meeting.

ARTICLE XIII

Amendments

SECTION 1: These bylaws, with the exception of Article XII, may be altered, amended or repealed by the affirmative vote of not less than two-thirds of the members of the Board of Directors present at any regular or special meeting of the said Board, provided that written notice of the proposed alteration, amendment or repeal shall be mailed, faxed or emailed to each member of the Board in advance of the date of said meeting to permit such member to attend. Amendments to Article XII must be approved by eighty percent (80%) of the members of the Board of Directors as convened in this paragraph.

These bylaws, with the exception of Article XII, may also be altered, amended or repealed by the affirmative vote of not less than fifty-one percent of the members of the Association provided that written notice of the proposed alteration, amendment or repeal shall be sent to each member of the Association in sufficient time in advance of the date of said meeting to permit said member to attend.

Writing Instrument Manufacturers Association

1701 Pennsylvania Avenue, N.W.
Suite 300
Washington, D.C. 20006

Email: info@pencilsandpens.org


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