By Laws

Article I

(Title, Location, and Purpose)

Section I – Title

The organization shall be known as the MISSISSIPPI RETAIL & GROCERS ASSOCIATION.

Section II – Location

The location of the principal office of the Association shall be in Jackson, Mississippi.

Section III – Purpose

The purpose and objectives of the Mississippi Retail & Grocers Association shall be purely benevolent and educational and shall not be for pecuniary gain or profit.  These purposes and objectives are as follows:

 

  1. To foster a better relationship between the public and Mississippi retailers by conducting a service and public relations program on behalf of the retail industry.

 

  1. To promote unified action by all segments of the retail industry in matters that are of common interest to the end that retailers may better serve the public.

 

  1. To provide non-partisan and non-political representation to all retailers – independent and chain, small and large.

 

  1. To cooperate with other state and national groups and with non-retail groups, such as chambers of commerce, farm organizations and educational organizations, on matters of common interest that affect the conduct of retailing and on programs that strengthen and develop the state’s agricultural and industrial economy.

 

  1. To serve as a fact-finding bureau to collect, analyze and interpret available data related to retail distribution, and to transmit these facts to Association members.  Such information shall also be made available to local Retail Merchants Associations and Chamber of Commerce Retail Merchants Divisions throughout the state.  This and other services to be rendered by the Association without any expense to local merchants.

 

  1. To cooperate with both the Legislative and Executive branches of the State and Federal Government to the end that retailers may better serve the public.

 

  1. To do any acts that may tend to benefit the retail industry, as well as producers and consumers of goods, wares and merchandise.

 

 

Article II

(Membership)

 

Section I-A – Regular Members

 

Membership in the Association shall be limited to individuals, firms and corporations lawfully engaged in the sale of merchandise, distribute a product or services for retail, or provide a service solely to the retail industry in the State of Mississippi and to city or county organizations comprised of retail merchants.  For purpose of defining “sale of merchandise at retail,” “retail merchants,” “retail store,” as expressed by these articles, such phrases shall indicate that 50% or more of the total volume shall consist of merchandise, as opposed to services.

 

 

Section II-A – Admission to Membership

 

Membership in the Association shall be conferred as of the date of application and when dues are paid in full.

 

 

Section II-B – Privileges

 

  1. Memberships in the Association shall entitle those admitted:

 

  1. To attend, participate in and vote at all meetings and elections of the Association.

 

  1. To hold office in the Association, whenever elected or appointed thereto in accordance with this Constitution and By-Laws.

 

  1. To full use of any or all facilities of the Association.

 

  1. To receive periodicals, other publications of the Association, and special publications and materials at membership rates.

 

  1. To designate one of its executives as the Member of Record to exercise all the privileges of membership for any member not a natural person.

 

 

SECTION III – Annual Meetings

 

There shall be an annual meeting of the members of the Association; the time and place to be decided by the Board of Directors.

 

 

SECTION IV – Special Meetings

 

Special meetings of the members of the Association may be called by the Chairman of the Board or by a majority of the members of the Board of Directors at any time.

 

 

SECTION V – Notice to Members

 

Each member of the Association shall be notified of the hour, place and date of annual meetings by written notice or electronically not less than ten days prior to the date of such meetings.  They shall be notified of special meetings at least one day prior to the holding of such meetings.

 

 

SECTION VI – Quorum

 

A quorum shall constitute the number of active members present or their representative.

 

 

SECTION VII – Dues

 

Dues shall be in such an amount and shall be payable by March 1 annually.  Contributions to the Association may be accepted from members or from others by action of the Board of Directors

 

City or County organizations comprised of retail merchants and admitted to membership shall pay such dues as may be established by the Board of Directors from time to time.

 

SECTION VIII – Expulsion

 

Any member may be suspended or expelled by the Board of Directors for the non-payment of dues, or for conduct which the Board of Directors in its discretion may deem prejudicial to the interest of the Association; provided, there shall be a fair hearing and a written or electronic notice shall be mailed to the member, setting forth the date of such hearing and the alleged offense.  Such notice shall be sent by registered mail or via e-mail (with the read receipt) at least ten days before such hearing.

 

 

SECTION IX – Termination of Membership

 

Membership shall be terminated upon death or expulsion, if an individual; upon dissolution or expulsion, if corporation, partnership or firm; or by voluntary withdrawal, notice of which shall be delivered in writing to the President or Chairman of the Board sixty days prior to beginning of the next fiscal year.

 

 

 

ARTICLE III

(Board of Directors)

 

SECTION I-A – Members

 

The Board of Directors shall consist of Association Members in good standing, not to exceed seven (7) in number.  Directors, excepting the Chairman of the Executive Committee, shall be duly nominated as such, and be elected each year at the annual meeting of the membership by those privileged to vote to fill vacancies created by Directors who have completed their full term of office.  The tenure of the Chairman of the Executive Committee shall be governed by Article V, Section I.

 

 

 

SECTION I-B – Board Composition

 

The maximal composition of the Board shall be: Seven (7) Directors from the four (4) retail areas, three (3) from the food industry.

 

 

SECTION II – Period of Office

 

Board members shall be elected to serve for a period of two years after which time they may be re-elected in accordance with this Constitution and By-Laws.  Directors elected at the annual meeting to serve a full term of office shall take office beginning with the fiscal year of the Association next following.

 

All regular special meetings of the Board of Directors shall be attended by the Directors.  The Board shall have the power to declare a vacancy in its membership should any Director without just cause fail to attend three consecutive regular or special meetings thereof.

 

 

SECTION III – Vacancies

 

Any vacancy on the Board of Directors may be filled by the remaining members thereof at their next meeting.  Board of Directors to act in accordance with Section I above.

 

 

SECTION IV – Powers and Duties

 

The Board of Directors shall have the following powers and duties:

 

  1. To approve budgets.

 

  1. To determine the dues payable by members of the Association.

 

  1. To authorize the expenditures of funds of the Association.

 

  1. To elect a Chairman of the Board, Vice Chairman, First Vice Chairman, Secretary-Treasurer and President.

 

  1. To make, execute and deliver contracts on behalf of the Association.

 

  1. To secure new members and approve new memberships.

 

  1. To do all other acts which may be necessary in the management and control of the business of the Association.

 

  1. To fill any vacancies occurring in the membership of the Executive Committee until the next annual election.

 

  1. To determine the sphere, function and activities of any committee, group or division of this Association.

 

 

SECTION V – Meetings

 

An annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the members at the place which such annual meetings shall be held, and no notice of such meetings shall be required.  There shall be regular quarterly meetings of the Board of Directors held with written or electronic notice given fifteen days (15) days prior to the meetings.  Special meetings of the Board may be called by the Chairman of the Board or by a majority of the members of the Board of Directors at any time by written or electronic notice.

 

 

SECTION VI – Compensation

 

Members of the Board of Directors shall receive no compensation for their services as such members.

 

 

ARTICLE IV

(Officers)

 

Section I – Who are Officers

 

The officers of this organization shall consist of a Chairman of the Board, Chairman of the Executive Committee, Vice Chairman, First Vice Chairman, President, and a Secretary-Treasurer which may be incorporated in the office of the President.

 

 

Section II – Election of Officers

 

Officers, excepting the Chairman of the Executive Committee, shall be elected by the Board of Directors at its annual meeting from its members.  All Directors shall be entitled to hold office excepting the Directors-At-Large from out of state.

 

 

Section III – Period of Office

 

Each officer, excepting the Chairman of the Executive Committee, shall be elected for a period of two years and take office beginning with the fiscal year of the Association next following.  The officer shall hold office during the period for which he is elected or until his successor shall be elected, or until death, resignation, or removal for any cause.  The term of office of the Chairman of the Executive Committee shall coincide with that of the elected officers.

 

 

Section IV – Removal from Office

 

Any officer may be removed from office by a majority vote from the entire Board of Directors.

 

 

Section V – Vacancies

 

Any vacancy in any office may be filled by the Board of Directors for the unexpired term.

 

 

Section VI – Compensation

 

All officers, except the President, shall serve without compensation.  The President shall receive compensation based upon the terms of the contractual agreement signed by the Chairman of the Executive Committee and the President of the Association.  Annual merit increases are granted based upon the annual evaluation process contained in Exhibit B of the Contract, approved by the Executive Committee.

 

 

Section VII – Duties of the Chairman of the                              Board

 

The Chairman of the Board shall preside at meetings of the Association and meetings of the Board of Directors.  He shall be ex-officio a member of all standing and special committees.  He shall be a working member of the company he represents and shall live and carry on a large percentage of his work for his company.

 

The Chairman of the Board shall sign all contracts or other instruments authorized by the Board of Directors; and shall discharge such other duties and perform such other acts as these Articles and the Board of Directors my prescribe.

 

 

Section VIII – Duties of the Vice Chairman

 

In the absence or incapacity of the Chairman of the Board, all duties of that office, shall be performed by the Vice Chairman until a successor is elected.  In the absence or incapacity or the President and Vice Chairman, the First Vice Chairman shall perform all duties of the office of the Chairman if the Board.  Each Vice Chairman shall have the same qualifications as the Chairman of the Board.

 

 

Section IX – Duties of the President

 

The President shall exercise general supervision of the affairs and business of the Association and shall honor the terms of the contract and avoid, as much as possible, any conflict of interest with the duties of President and outside interests.  Any potential conflict will be reviewed by the President with the Executive Committee and if a conflict opportunity exists, then it must be resolved in a reasonable period of time or the President must resign.  He shall from time to time engage employees of the Association on such terms and for such compensation as shall be authorized by the Executive Committee, and shall at his discretion terminate the employment of such employees.  He shall receive and collect all dues and moneys and install a proper accounting system, and shall present a complete financial statement to the Board of Directors, and at any time on demand of the Board of Directors.  He shall annually present to member firms a copy of a certified audit of the accounts of the Association on request.  He shall do such other acts as the Constitution and By-Laws and the Board of Directors may provide, or such acts as shall be necessary in order to carry out the activities determined upon by the Board of Directors.

 

The President shall have the custody of the funds and securities of the Association.  Whenever necessary he shall endorse on behalf of the Association all checks and other instruments payable to the Association coming into his possession, and shall deposit the funds arising therefrom in such bank as may be selected by the Board of Directors, or properly care for them in such other manner as the Board of Directors shall direct.  The Administrative Manager may sign all checks for administering normal business activity of the Association.  The President will review these expenditures monthly.  The President shall be bonded in an amount as determined by the Board of Directors for faithful performance of his duties.

 

 

Section X – Duties of the Chairman of the Executive Committee

 

In the absence or incapacity of the Chairman of the Board and Vice Chairman, all duties of the office of the President shall be performed by the Chairman of the Executive Committee.  The Chairman of the Executive Committee shall preside at all meetings of the Executive Committee, and shall discharge such other duties and perform such other acts as these articles and Board of Directors may prescribe.

 

 

Article V

(Executive Committee)

 

Section I – Chairman

 

The Chairman of the Executive Committee each year shall be the immediate past chairman of the Board.

 

 

Section II – Members

 

The Executive Committee shall be composed of the Chairman of the Board, the Chairman of the Executive Committee, the Vice Chairman, the First Vice Chairman, and the Secretary-Treasurer, and two regular members in good standing appointed by the Chairman of the Board and subject to the ratification of the Board.

 

 

Section III – Powers

 

The Executive Committee shall have such power as may be delegated to it under this Constitution and By-Laws and by the Board of Directors.

 

 

Section IV – Meetings

 

The Executive Committee shall meet on the call of the Chairman of the Committee.  Three-sevenths of the members of the Executive Committee shall constitute a quorum at any meeting and a lesser number shall have no power other than to adjourn the meeting from time to time.

 

 

Section V – Records and Reports

 

The Executive Committee shall cause to be kept a full and complete record of all its proceedings which shall be available for inspection by members of the Association at the Association’s executive office.  The Executive Committee shall submit reports of its activities to the Board of Directors at each meeting of the Board.

 

Article VI

(Miscellaneous)

 

Section I – Fiscal Year

 

The fiscal year of the Association shall begin on the first day of January and terminate on the thirty-first day of December of each year.

 

 

Section II – Divisions

 

Special divisions of the organization may be established in order to help in the accomplishment of the purpose and objectives of the Association.

 

 

Section III – Adoption and Amendments

 

This Constitution and By-Laws may be amended or repealed at any meeting of the membership by a vote of the majority of those present.  Notice of any proposed changes shall be sent in writing or electronically to all members thirty days prior to the meeting of the members.

 

 

Section III – Liability

 

There shall be no individual liability against the members for corporate debts, but the entire corporate property shall be liable for the claims of the creditors.

 

The period of duration of the corporation shall be perpetual, with the right to terminate its corporate existence in any manner prescribed by the laws of the State of Mississippi.

 

 

Section V – Referendum

 

The Board of Directors in its discretion may authorize a referendum upon any matter which may come before the Board for consideration.  A referendum on any such matter shall be taken up whenever a motion therefore, supported by the affirmative vote of at least four (4) members of the Board, shall have been made.  Whenever a referendum is authorized, pursuant to the provisions of these Articles, the officers of the Association shall refrain from committing the Association on the subject matter thereof until the position of the members of the Association thereon shall have been ascertained and determined.  Members shall be notified by mail, or electronically and shall record their votes on matters submitted to a referendum by writing or telegraphing the same to the Executive Offices of the Association within the time allotted therefore by order of the Board, and the result of any referendum shall be governed by a majority of the votes cast thereon.

 

 

Section VI – Membership Count

 

For the purpose of record-keeping and other Association accounting, one membership of record shall be accorded any one individual, firm, or corporation duly admitted to the Association.  All rights and privileges accruing such member, under the laws of this Constitution and By-Laws or otherwise, shall be on the basis of such single membership.  However, the Association, through its President, Officers, Board of Directors and/or committee structures, may publicize, announce and promulgate its membership count constituted of the total retailers and associates comprising all its members, except that each Associate Membership shall count as on more than one (1) under this method of tabulation.

 

 

Section VII – Rules of Order

 

The Association shall follow Robert’s Rules of Order to the extent such procedures are not inconsistent with state or federal laws.

 

 

Amended September 14, 1959

Amended August 10, 1960

Amended July 26, 1965

Amended July 25, 1966

Amended July 26, 1971

Amended July 24, 1972

Amended August 10, 1982

Amended July 30, 1985

Amended December 18, 2012

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