(NIDA) 

Article 1

Name and Location

1.01. Name

The name of this ASSOCIATION is National Independent Dealers Association (It may be referred to in correspondence and documents as NIDA)

Article II. Offices

2.01. Principal Office

The principal office for the transaction of business of NIDA shall be located in the County of San Jacinto, State of Texas. NIDA may have other such offices, either within or without the State of Texas as the Board of Directors may determine or as the affairs of NIDA may require from time to time. The Board of Directors shall be referred to in these bylaws as the “Board”

2.02. Registered Office and Agent

The association shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered Office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the address of the registered office may be changed as required by the Board.

Article III

Definition

3.01 Purpose

The purpose of this non-profit Association, NIDA, shall be:

A.  To promote the common business interests of the Outdoor Power Equipment (OPE) service industry including those persons, corporations, and entities engaged therein.

B.  To provide member services and information to promote the value of the service dealers to the buying public and suppliers within the industry.

C.  To promote professionalism and education among its members for the good of the industry as a whole, enhance our members standing in their communities, promote public respect for as well as confidence in our professional services regarding all outdoor power equipment maintenance and usage.

D.  To encourage members and non members to achieve higher goals, continuing educational standards and certifications keeping current with trends and changes in the industry.

E.  To work with Original Equipment manufacturers, hereto known as OEM’s, toward cooperation and continuity of quality representation and repair of these products through member shops.

F.   To promote and encourage recruitment of certified technicians to benefit the longevity and professionalism of the present industry. 
 

Article IV

Membership

4.01 Membership eligibility

Membership is open to qualified persons and firms involved with the Outdoor Power Equipment (OPE) Industry anywhere in the global marketplace.

4.02 Membership categories

There are five categories of membership: (1) Independent Servicing Dealership, (2) Independent Servicing Technicians, (3) Allied Association Member, (4) Original Equipment Manufacturer (OEM), and

(5) Affiliate Member.

1.  Independent Servicing Dealership: Individually owned neighborhood retail service center   which services and sells and or services only outdoor power equipment to consumers, contractors, and commercial user. Independent Servicing Dealers have voting privileges.

 2.  Independent Service Technician: a Trained and qualified OPE Technician. Independent

Service Technician members have voting privileges.

3.  Allied Association Member: An autonomous local or regional Dealer Association which is allied with NIDA by having enlisted its membership onto NIDA’s membership roster. An Allied Association representative may be elected to a seat on NIDA’s Board of Directors – All members enlisted on NIDA’s membership roster have voting privileges.

4.  Original Equipment Manufacturers; OEM’s serve as observers, supporters, and participants in the Association’s activities. An OEM’s representative may be invited to serve on the Advisory Council to the Board of Directors of NIDA. OEM members do not have voting privileges.

5.  Affiliate Members: An affiliate member is any other person or firm which has an interest in providing other products and services which complement the offerings of the OPE industry, such as trade publications, providers of tools and accessories, specialty merchandise, etc.  Affiliate Members do not have voting privileges.

4.03 Application for Membership

A qualified applicant, as specified in section 4.02, will be approved for membership upon payment of dues. 

4.04 Members Subject to Bylaws

All members of NIDA are subject to the regulations set forth in these bylaws and in the event that the regulations are amended members will be notified of the amendment. 

4.04.1 Membership contract.

These bylaws shall be enforceable by NIDA and or its members. The bylaws, as amended and redistributed shall be a binding contractual agreement between NIDA and each member until such time as a membership would be discontinued for any reason.

4.04.2 Waver of Notice

Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of NIDA, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

4.04.3 Attorneys Fees.

In any litigation between NIDA and its directors, officers, attorneys, employees, members or former members based on obligations or arising under the bylaws and in any litigation in which a person is suing or being sued in his or her capacity as a current or former director officer, attorney, or employee of NIDA, the prevailing party shall have the right to recover reasonable attorney fees, plus all costs of litigation against the non-prevailing party. Any sums found due and owing in such litigation shall bear interest at the maximum lawful rate, compounded annually, from due date. All sums due and owing NIDA by members and all other obligations of members shall the payable and or performable in San Jacinto, Texas, and the venue for any litigation under the bylaws shall be in San Jacinto County, Texas.

4.05 Voting 

                 All members with voting privileges shall have one vote on any matter subject to voting. Votes may be cast in person, by electronic means, by formal ballot, or by written proxy. A proxy is revocable at any time before it is exercised.

4.06 Voting Electronically or by Mail

Whenever a question arises on the authenticity or eligibility of a vote, the Board of Directors will decide the issue.

4.07 Acceptance of Membership Applications

Application for membership acceptance by qualified firms or individuals shall be made in writing to NIDA on such form as may be from time to time prescribed by the Board.

4.08 Duration of Membership and Resignations:

Membership in NIDA may terminate by voluntary withdrawal as herein provided or otherwise in accordance with these bylaws. All rights, privileges, interests of a member in NIDA shall cease on the termination of membership. A member, by giving written notice of such intent, may withdraw from membership in NIDA. Such notice shall be presented to the Secretary of the Board prior to the Board’s next scheduled meeting. Withdrawals shall be effective upon fulfillment of all obligations to NIDA at the date of withdrawal. Dues payments paid for the year are non-refundable if membership is withdrawn before the end of the year: however, an appeal for reversal of that policy is possible by Board action in the case of grievous hardship.

4.09 Suspension and/or Expulsion

Any member may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be any violation of the bylaws or of any lawful rule or practice duly adopted by NIDA or any other conduct prejudicial to the interest of NIDA. Suspension or expulsion shall be by majority vote of the Executive Board, provided that a statement of the charges shall have been sent by certified mail to the last recorded address of the member at least twenty (20) 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 Executive Board at which the charges shall be considered where the member shall have the opportunity to appear in person to present any defense to such charges before action is taken thereon. 

4.10 Transfer of Membership

Membership in NIDA is not transferable or assignable without written consent of the Board.

4.11 Loss of Good Standing Status.

A member must be in good standing at all times in order to exercise rights and privileges of membership, including the right to vote, serve on committees or the Board, hold office, use the NIDA logo, or receive any other discounts, rights, or services available to members. Failure to pay the sum of total dues for 30 days past the due date will automatically cause a loss of good standing and suspend all privileges. NIDA shall promptly mail a notice to the member advising of revocation of all rights.

4.12 Restoration of Lost Good-Standing Status

If a member is no longer in good standing due to nonpayment of fees due NIDA the member’s good standing status shall be automatically restored retroactively if the member pays all fees including any late fees to the Association within 60 days from the due date of the earliest amount due the Association.

4.13 Loss of Membership

A member shall automatically be removed from membership if any fees due the Association are more than 90 days past due or if the Board terminates the member pursuant to Section 4.08

4.14 Re-Instatement of Lost or Terminated Membership

Upon written request signed by a former member the Board may, by a two thirds majority, vote to reinstate the member upon payment of past due fees.
 
 

Article V

Meetings
 
 

5.01                                                                                                                                                                    Order of Business at Annual Meetings:

A.  Call to order.

B.   Reading of the Minutes of the Previous Meeting

C.   Receiving communications

D.   Reports of officers

E.   Reports of Committees

               1. Standing

               2. Special

F.  Unfinished Business

G.  New Business

H.  Election of Directors and Officers

I.         Announcements

5.01.1 Suspension of Order of Business

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual Parliamentary rules as well as the rules from Roberts Rules of Order shall govern all deliberations; the Bylaws take precedence over conflicts. 

5.02 Regular Annual Meetings

There shall be an annual meeting of NIDA during the national OPE EXPO unless otherwise ordered by the Board. NIDA’s Reports which are relative to the business of the meeting will be distributed to NIDA members at the Annual Meeting. Notices of such meeting signed by the Secretary or other Officer designated by the Board shall be made to the last recorded address of each member at least twenty one (21) days in advance with a statement of time and place. The annual meeting may be attended electronically, on line, or phone, or in person.

5.03 Changes in the Order of Business at Meetings

Meetings will be conducted in accordance with an Agenda preciously issued by the Board of Directors’ Secretary. The Agendas prepared in advance by the Board of Directors for an annual Meeting and for a Special Meeting are not subject to change at the time of the meeting. Those meetings have specific purpose which should not be altered.  The Agenda prepared for a Monthly Board Meeting which is open to all members may be subjected to change at the request of members present if the majority of the Board in attendance agrees. If there should be offered New Business which the Board may not accept for decision-making at the meeting in progress, that New Business may be assigned by the President of the Board to an appropriate place on a future Board Meeting’s agenda or it can become the subject of a Special Meeting.

5.04 Regular Board Meetings

The Board of Directors shall meet regularly on the fourth Wednesday of the month in person, by telephone and/or electronically. These open meetings may be attended by voting members and by invited non-voting members. No follow-up notice is required to announce these regularly scheduled meetings.

5.05 Special Board Meetings:

Meetings of a sensitive or internal matter will be conducted closed to the general membership at the Board’s discretion. Meetings of a sensitive nature may be, but not limited to, business issues involving disclosure of privacy of individuals, or if there are matters to be discussed or decided which involve topics involving active or potential legal actions and/or any other legal issues that would require a closed meeting.   Specific non-board member/s may be included as appropriate. Meetings may be conducted in person, by phone or electronically.

5.06 Committees Meetings: 

The Board of Directors has authority to form Committees to address specific topics that are of concern to the Board and/or the Association’s members. Committees may be chaired by a Board Member or by an appointee of the Board. Members of a Committee may be volunteers acceptable to the Chair. Members of a Committee may be from any category of membership. Temporary Committees may be required to report their findings and/or recommendations within a certain time frame to the Board. There may also be Standing Committees which are formed by the Board to make recommendations to the Board on a regular schedule on specific topics.
 
 

Article VI

Quorums

6.01                                                                                                                                                        Officers of the Board Quorum

A simple majority of the Board members present at a meeting shall constitute a quorum of the Board for the transaction of business at any meeting of the Board. If less than a majority of the directors are present in person or telephonically or electronically at said meeting a majority of those present may adjourn the meeting as required without further notice. If there is present an Immediate Past President who is acting as an Advisor to the Board, his/her attendance shall count for a quorum.

6.02 General Meetings

 A quorum in general meetings will be a simple majority of who are present or by tally of electronic vote, or phone vote.
 
 

Article VII

Board of Directors
 
 

7.01.01 Board of Directors

The Board shall manage the property, affairs, and activities of NIDA. The Board shall have the power to establish dues, assessments, determine proper disbursement of NIDA funds, interpret the meaning of the bylaws, make statements of policy, positions and exercise any authority necessary for the direction, control, and supervision of NIDA.

7.01.1A Power and or Limitation of Committees

No committee or committee member shall have the authority of the Board in altering or repealing by laws, electing, appointing, or removing any member, forming alliances or authorizing exchange of services or usage of NIDA’s name in any manner. 

7.01.02                                  Duties The Board may create and/or dissolve Standing Committees and Special Task Committees, each of which will have a Board Member as a Chair person or a member chosen by the Board to be a Chairperson. All committees will report directly to the Board in a timely manner as required by the Board.

7.01.03                                  Seating: Seats on the Board of Directors may be filled by any voting members of the Association who are duly elected to those seats at the Annual Meeting. In the case of Allied Associations, it is permissible for the Officers of those allied Associations to be nominated for election to the NIDA Board, however, it will be the intent of the Nomination Committee to make its recommendation for the prospective Board members with consideration of the fact that no one Allied Association should every be predominately positioned on the Board.

7.02                                                                                                                                                              Board Size, and Member Positions:

The number of directors shall be set by the Board prior to soliciting nominations from within the membership. The number of the Board shall be no fewer than five (5) and no more than fifteen (15) who are elected to a two year term. 

7.02.2A President

The President shall be the principal executive officer and shall in general supervise all the business and affairs of NIDA. He shall preside over meetings of the members as well as meetings of the Board. He may sign, with the Treasurer or any other proper officer of NIDA authorized by the Board, any deed, bonds, contracts or other instruments which the Board has authorized to be executed. He shall perform all other duties incident to the office of President and other such duties as may be prescribed by the Board.

7.02.02B Vice President

In the absence of the President at NIDA or Board meeting or in case the President is unable to act due to a physical disability or some other Board approved unforeseen reason, the Vice President shall perform the duties of the President until the President is able to resume said duties. The Vice President shall also perform such other duties as from time to time may be assigned to by the President or by the Executive Board.

7.02.2C Treasurer

The Treasurer shall have the responsibility to oversee management of funds and securities of NIDA. The Treasurer will make recommendations to the Board on who in particular will write checks and transfer funds. It will be the Board who authorized expenditures and transfers of funds between accounts. Some of these responsibilities can be assigned to the Executive Director with the Treasurer’s oversight of the Executive Director’s actions. The Treasurer or the Executive Director will be responsible for writing checks, overseeing the payment of bills and or fees due and provide a monthly report to the Board (and to the NIDA outside accountant if so voted by the Board) of all transactions, debits and credits. If so voted by the Board, an independent outside accountant will oversee and manage the required tax forms and submissions, maintain NIDA's financial books and file the appropriate quarterly reports and annual tax forms. No expenditures over $200.00 will be authorized without written or electronic consent from the Treasurer or President. The Treasurer, the President and one other board member are eligible to be signers required on a NIDA check.

7.02.2D Secretary

The Secretary shall be present or represented at all meetings of the Board and keep the minutes of each meeting. A copy of the minutes must be transcribed and sent to the principal office in a timely manner. The Secretary in the absence of the Executive Director will have the authority to sign contracts. The Secretary shall also perform such other duties from time to time as may be assigned by the President or the Executive Board.

7.02.1 During the first year in which Board Members are elected to the Board by the voting membership of the Association 50% + 1 of the seats will be elected for a one year term, the remainder will be elected for a two-year term. In all subsequent elections for the Board, all seats that are open will be filled by elected people to serve two-year terms. This arrangement will allow for overlapping terms to maintain continuity of knowledge on the Board despite personnel turnovers.

7.02.2 The Board of Directors shall be composed of the Officers, the Directors. The Officers will be elected to their positions at a single issue Executive Board Meeting (closed session) immediately after the election at the Annual Meeting. To fulfilling that single issue Agenda (the Election of Officers), the people who will serve as Board Members as a result of the election at the Annual Meeting will elect the Officers for the new term. The Officers they elect will be: President, Vice President, Treasurer, Secretary. All other Board Members will be identified as Directors.

7.02.3 The Advisory Council to the Board of Directors:

At the pleasure of the President and the Board, the Immediate Past-President may be extended the courtesy of being appointed an Advisor to the Board of Directors. This is a non-voting honorary position which will give the Immediate Past President, and other appointed Advisors, the privilege of invited access to Board Members who will want to have direct access to the Advisor’s knowledge and experience.

7.03                                                                                                                                                              Qualifications of Directors

7.03.1    A Board Member must be a member in good-standing at the time of nomination, election, and during the term of service.

7.03.2    A Board Member may be re-elected to succeed him/herself.

7.04                                                                                                                                                              Transition Dates.

Outgoing Officers and Directors will be available to serve until the end of their terms on December 31st. Newly elected Directors will take office and begin their terms on January 1.

7.05     Nomination, Election, and Service of Directors.

The President of the Board will appoint a Nomination Committee. By a time specified by the Nominating Committee, NIDA members in good standing may nominate, by mail or electronic devices, qualified candidates for the Board seats; in addition the Nominating Committee may endorse the specific persons nominated by NIDA members or it may submit the names of the other candidates. The Nomination committee will nominate only one candidate for each open seat to be placed on the Ballot. The names of all nominees will be place on the Ballot which will be distributed to the NIDA membership by electronic means or by mail. Ballots will be submitted by mail or electronic means to NIDA headquarters by a deadline set by the Board. Members will cast one vote for one candidate for each of the open seats on the Board.

7.05.1a. Resignation of a Director.

A Director may resign at any time by giving written notice to the Secretary of the Board. The Board will immediately review the request and negotiate it or approve it within 3 days. If the Board does not respond in 3 days, the resignation will become effective immediately.

7.05.1b A resignation from the Board does not automatically become a resignation from membership in NIDA

7.05.1c A past-Director in good-standing may run for election to the Board if duly nominated.

7.05.2. Removal of a Director

A director may be removed by a majority of the vote from the members of NIDA or a two thirds majority vote of the Board for good cause. Cause may include but shall not be limited to 

         1. Unexcused absence of two Board meetings in any calendar year

         2. Unethical conduct by the director in the judgment of the Board.

When a Director has lost good standing by vote from the Board his membership will be terminated without refund of any fees or dues paid to NIDA. Whether an absence is excused is the decision of the Board.

7.05.3 Board Seats –Vacancies

Any vacant seat on the Board may be filled by an appointee of the Board. That appointee will retain that seat for the duration of unexpired term of that seat. If the vacant seat that was that previously occupied by an Officer, the Board will, from amongst the members of the Board, elect a replacement for that former Officer’s position.

 7.06 Compensation. 

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board, reimbursement for actual and reasonable monetary expenses incurred in performing NIDA duties if said expenses are pre approved by the Board. 

7.07 Liability Limitations.

A director is not liable to NIDA or its members for monetary damages of an act of omission in his or her capacity as a director except for a breach of the director’s duty or loyalty to NIDA or its members, an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law: a transaction from which the director receives the improper benefit whether or not the benefit resulted from an action taken within the scope of the director’s office; or an act or omission for which liability of the director expressly provided for by statute.

7.08                                                                                                                                                              Insurance

NIDA shall purchase public liability insurance in reasonably prudent coverage amounts. NIDA shall purchase directors and officer’s liability insurance. The Treasurer’s position should be bonded by NIDA and should be made formal at change of term by vote of the Executive Board.

7.09                                                                                                                                                              Disclosure of Financial Relationships NIDA.

At all times during a Board members membership on the board, the Board member shall disclose in letter form to the Board any financial relationship that the Board member has with NIDA, including monies paid to the Board member by NIDA and monies paid to NIDA. Such disclosure statements shall be available for inspection by any member of NIDA.

7.10     Executive Director

                The Executive Director of NIDA may be either a volunteer appointed from the ranks of NIDA members by the Board of Director or, in the absence of a volunteer, the Executive Director will be a contract employee who may or may not be a NIDA member. The terms of the employee contract will be dependent upon the needs of the Association and what is negotiated and agreed upon between the Board and the candidate for the position of Executive Director to be a fair employment compensation package.

7.10.1    Duties of the Executive Director

A)    The Executive Director will be obligated to follow the dictates of the Board in the management affairs of the Association, and will operate in accordance with the By-Laws of the Association.

B)    The Executive Director may serve as an Advisor to the Board in all matters that pertain to the operation and the management of the Association, its assets, and its obligations.

C)    As in the case of the Immediate Past President, (see Section 6.10, the Executive Director may be counted as a participant for the purpose of completing a quorum call at Board meetings; however, the Executive Director will not vote as a Director.

D)    The Executive Director will have the authority to seek bids from and to sign contracts with vendors for the purchases of products and/or services which have been approved by the Board.

E)      The Executive Director will be bonded and therefore able to write checks, make deposits, and handle other financial matters in accordance with the requirements ordered by the Board. In this the Executive Director will also be known as the Assistant Secretary.

F)     The Executive Director will work closely with the Secretary and Treasurer of the Board of Directors to oversee communication and financial activities of the Association.

G)    The Executive Director will communicate with OPE industry manufacturers, OPE distributors, other suppliers, government agencies, and private parties, as directed to do so by the Board on matters pertaining to the Interests of the Association and its members.

H)    The Executive Director will arrange for NIDA’s participation in industry trade shows, involving attendance of members, exhibits in booths, and will oversee all required transportation and travel necessities authorized by the Board.

I)       The Executive Director will oversee the preparation and distribution of NIDA’s quarterly newsletter to all members and prospective members.

J)      The Executive Director will oversee the production, accumulation, and protection of the daily business records, including the various meeting documents and financial records, and all other documents of the Association. All Association files will be kept at NIDA headquarters. All documents (except those relating to private or legal matters handled by the Board in closed sessions) may be examined by a member or a members’ agent for any proper reason at any proper time arranged with the Executive Director. NIDA shall at its registered or principal office keep correct and complete records of minutes of proceedings of meetings, of membership, of the Board including all names and addresses. All books and records of NIDA may be inspected at any time by any member or his agent for any proper purpose at any reasonable time. The Board of Directors shall decide at any given time to have a review of all records on file, which must be produced and available in a reasonable time frame.

K)    The Executive Director’s office will be furnished with all the standard office equipment, stationary supplies, and electronic communication equipment needed to run a modern and efficient office. The Executive Director will be in charge of overseeing the maintenance and repair of office equipment.

                     L) The Executive Director’s Disclosure

                          The Executive Director of NIDA should likewise disclose to the Board any 

                           business relationship between NIDA and the Executive Director’s his or her 

                           family members or business associates and any potential or actual 

                           conflicts of interest between NIDA and the Executive Director or between

                           NIDA and any Board member. Notices can be a letter to the Board 

                           or by verbal or electronic communication at a Board meeting and should be

                           noted in the minutes.

7.11 Limited Liability of Board Members. The members and former members of the Board and Officers of NIDA shall not be liable to any member claiming to be directed by or through any member any act or omission of loyalty to the Association or its members including:

     A.  A breach of any Director’s or Officer’s duty of loyalty to NIDA or its members.

      B. An act of omission not in good faith or that involves intentional misconduct or a knowing violation of law.

      C. A transaction from which a Director or Officer receives an improper benefit whether or not the benefit resulted from an action taken within the scope of the Director’s office
 
 

      D. An act or omission for which the liability of the Director or Officer is expressly provided for by a statute.
 
 

Article VIII

Administration
 
 

8.01 Contracts

The Board may authorize the Executive Director or any officer or officers or agents of the Association to enter into any contract or execute and deliver any instrument in the name of the Association and on behalf of the association. Such authority shall be general or confined to a specific situation.

8.02 Financial Instruments

All financial instruments, including checks, draft, or orders for payment of any monies, notes, or other items of indebtedness issued in the name of NIDA shall be signed by the Executive Director or, alternatively, by the Treasurer or another specifically designated Officer(s) of the Board.

8.03 Deposits

All funds of NIDA shall be deposited to the credit of NIDA in such banks or other depository as the Board may select. These deposits must be made in a timely manner and receipts of deposits forwarded by fax or electronically sent to the Treasurer and Executive Director on the date of the deposit.
 
 

Article IX

Dues and Charges

9.01 The Fiscal Year

The Fiscal Year for the Association is the Calendar year, January 1 to December 31.

9.02 Annual dues for membership 

There are two dues structures for servicing-dealer members. 1) The dues for members who are enrolled as independent members of NIDA will be determined annually by the Board of Directors. 2) The dues for members enrolled through Allied Associations will be included in the remittance to NIDA of that Association’s registration fee which is 10% of each of its members’ dues. 3) Dues payments may be pro-rated if a membership starts on April 1st or later in the fiscal year.

9.03 Assessments:

The Board of Directors will determine the fines to be levied against members for their late payment of dues. The Board will also determine the fees for all chargeable services rendered by the Association to its members or to other participants in NIDA activities. The annual schedule of Penalties and Fees will be available to all applicants for membership and other interested parties.
 
 

Article X

Seal and Logo

10.01 Seal and Logo

NIDA will have a seal and logo which all members have the right to display and use in their various places of business. The Logo and Seal may be updated or changed at the discretion of two thirds majority vote of the Board, and new logo will be distributed to all members.

10.02 Plaques/ Member Benefits

Dues paid members will receive one NIDA plaque or decal for display in their place of business. A regular newsletter pertaining to the progress of NIDA will be mailed or electronically sent to each member on a quarterly basis. Members will receive full discounts arranged through various peripheral vendors as well as be advised of all benefits when new programs become available. 
 
 

Article XI

Code of Ethics
 
 

11.01 Code of Ethics

The members of NIDA shall abide by these bylaws and the following code of ethics:

A.  To promote and maintain a high standard of honor and integrity in the OPE concerned businesses. 

B.  To promote higher standards of education and training for all personnel in the OPE industry to the betterment of our community, customers, and manufacturers represented.

C.  To strive to promote and advance fraternity of membership and to promote the progress and dignity of the OPE industry that the public, our customers, may be better and safely served.

D.   To use NIDA logo and trademarks only as a member in good standing as a representative of a concerned, educated, evolving service to our communities and manufacturers we represent.

E.   Abide by all laws local, state, and national.

11.02 Conflicts of Interest and Business Relationships

All Board members, their family members and or their business associates need to conduct themselves so as to avoid the appearance of conflict of interest with the activities, policies, operations and interests of NIDA. It is permissible for Board members, their families, and/or business associates to conduct relationships which may have a direct or indirect monetary benefit. Such business relationships must be perfectly legitimate and in the best interest of the Association and must be promptly disclosed in the interest of fairness, appearances and compliance with the Board member’s fiduciary relationship to NIDA.

Article XII

Amendments to Bylaws

12.01 Amendments to Bylaws by the Board

These bylaws may be altered, amended, or repealed by a two thirds majority of all directors by vote at any regular or special meeting of the Board. 

12.02 Amendments to Bylaws by NIDA Membership

NIDA bylaws may be amended by a two thirds majority vote of the members in attendance at NIDA general membership meeting  personally or electronically if at least 30 days written notice is given of an intention to alter, amend, or replace these bylaws or to adopt new bylaws at such meeting.

Article XIII

Dissolution

13.01 Dissolution

Should the Association be dissolved by General Membership approval, Board approval, or by Government intervention or Court order dissolution of NIDA any funds remaining shall be returned equally to voting and non voting members in a proportionate and legal fashion.