ARTICLE I -- Name and Government
- Name. The name of this Association is Maryland Staffing Association, hereafter referred to as the Association.
- Governing Instrument. This Association shall be governed by the Bylaws.
- Authority to Represent. Only members of the Association who are either Officers or Directors may speak for the Association.
ARTICLE II -- Purpose
This Association is a non-profit professional trade association operating in the State of Maryland, and is formed to promote the common business interests of its members, who shall be proprietors and firms in the staffing services industry in Maryland. This Association shall be an affiliate Chapter of the American Staffing Association, the national association of the industry, and pursue its purposes in cooperation with the national association.
The purposes and objectives of the Association are subscribed to by its member firm whose principal function is the provision of competent staffing services to business, industry, professional and service organizations and public and governmental entities.
The purposes of the Association are to represent the staffing services industry before government bodies and the general public, to promote the growth and quality of services to customers and employees and to enhance the environment for continued development of the industry, and to hold annual State-wide conventions for the purpose of promoting the industry, at times and places designated by the Board of Directors. The purposes of the Association shall be achieved by meeting the following objectives:
- To promote the interests of the staffing services industry and its employees before federal, state and local governments.
- To promote the staffing services industry through effective communications.
- To develop, maintain, analyze and disseminate comprehensive staffing services industry related information.
- To provide such services and communications to members as will further the purposes and objectives of the Association.
- To provide programs and disseminate information that will assist members in keeping their employees informed on industry issues and common concerns.
- To encourage cooperation with other organizations which will contribute to the advancement of the purposes and objectives of the Association.
- To recruit and retain members in order to attain a broad and representative base of the entire staffing services industry.
- To manage the association in an efficient and effective manner in order to accomplish the purposes and objectives of the Association.
- To promote constant image building programs aimed at increasing recognition of staffing services by government and the general business and professional public.
- To provide common meeting functions annually, and as frequently as otherwise needed.
- To establish and maintain programs through activity and membership communications utilizing committees and special task groups in such necessary areas as:
- Federal, State and Local Legislative Programs
- Public Relations programs.
- Industry Code of Ethics and Good Practices.
- Industry research programs to develop factual socio-economic information on the industry, Association members, their employees and customers.
- To assist the members and the industry (utilizing Committee and special task groups) in areas of mutual concern, interest advancement, and the common good.
The Association, through its members, recognizes its obligations to the staffing employee and acknowledges as one of its objectives a continuing program to alert members to the needs of the staffing employee and a continued dedication to the welfare of these employees.
The Association and its members also recognize their fundamental obligation to the organizations and individuals using the services provided by the members of the Association. To this end, the Association pledges its best effort to develop and promote high ethical and professional standards of service to its customers and to the public.
ARTICLE III – Membership
- Membership. To be eligible for membership in the Association, a firm must be a separately identifiable entity deriving revenue from providing staffing services and/or managed service, PEO's, Placement Services, Industry Affiliates, and Associate Members. Active members are entitled to vote in the affairs of the Association, to serve as directors or officers, or to be counted toward a quorum at any meeting of the membership.
- Active Members. Any firm actively engaged in the industry, with offices within Maryland, is eligible for active membership. Voting shall be by the one representative designated by a member to the Executive Director of the Association. Such designations shall be revocable at the pleasure of the member firm, by giving notice of such revocation and of the appointment of a successor representative of the Executive Director.
- Affiliate Members. Branches, franchises, licensees or similar business entities within or sponsored by a single organization paying dues as an active member of the Association that is included in the dues computation and payment of an active member shall be affiliate members without further action or application.
- Associate Membership. Organizations interested in or supportive of the goals of the association may join as associate members, subject to the approval of the Board of Directors, and subject to a separate dues structure as set by the Board; however, associate members shall enjoy the same privileges as that enjoyed by active and affiliate members.
- Application for Membership. Application for membership shall be in writing in such form, as the Board of Directors shall prescribe. The applicant shall agree to abide by the Code of Ethics of the Maryland Association of Temporary and Staffing Services, and any such Code of Employment Practices promulgated by this Association. Each such application shall be endorsed in writing by one active member of the corporation, and shall be submitted to the President or Executive Director. An applicant shall become a member when the application has been approved by a majority vote of the Board of Directors and when he has paid any fees prescribed by the Board of Directors.
- American Staffing Association (ASA) Membership. All local/state members of this Association shall be encouraged to become members of the American Staffing Association.
- Resignation. Any member may withdraw from membership by submitting to the Executive Director a written resignation. Resigning members are obligated to pay all outstanding dues and assessments. Failures of any member to timely tender all dues and assessments shall be grounds for termination of membership and relinquishment of all privileges enjoyed by members in the Association.
- Suspension, Expulsion. If the Board deems it to be in the best interest of the Association or of the staffing services industry to suspend a member, it may do so by following a procedure established by the Board. A member may be expelled for cause, including for a breach of the Association's Code of Ethics. Expulsion shall be by two-thirds vote of the entire membership of the Board of Directors provided that notice and opportunity to be heard is provided to the member in accordance with procedures established by the Board. Upon a showing to the Board of Directors that the expelled or suspended member is willing to come into compliance with the Code of Ethics, the Board may, by a majority vote, agree to reinstate a member.
ARTICLE IV -- Affiliation
- Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
- Prorated dues. Applications processed for membership during the calendar year may bear dues prorated as approved by the Board of Directors.
- Special Assessments. Special assessments for special needs, such as legislative expenses, may be levied upon the members at the direction of the Board of Directors, and shall be accompanied by proper explanation. However, any member may voluntarily contribute more than the amount assessed against him.
ARTICLE V -- Meetings of Members
- Annual meeting, Regular meetings, Notice. Notice of regular and annual meetings shall be provided to the members on a timely basis. Regular meetings of the membership shall be held as provided for by the Board of Directors, at such time and place as the Board may determine, provided that the regular meeting each year shall also be the annual meeting of membership for the election of officers and directors for the ensuring year. No notice shall be required to be given for regular meetings, except the annual meeting, or unless time or place of a meeting has been changed from that of the previous meeting. Written notice of the annual meeting shall be mailed to each member at least twenty (20) days before the day of the meeting, notice of a changed regular meeting may be oral or written and shall be given or mailed to each member at least five (5) days before the day of the meeting.
- Special Meetings. Special meetings shall be held at the call of the President, or of the Board of Directors, or of the Executive Director acting on written request of a majority of the active members. Notice of special meetings stating the time, place and purpose or purposes thereof shall be mailed to each member at least ten (10) days before the date of the meeting, unless circumstances warrant shorter notice or immediate action. An agenda of the special meeting shall be provided to the members with such notice. No matters may be voted on by the general membership without the prior approval of the Board.
- Quorum, Voting. Fifty percent of the active members shall constitute a quorum at any meeting of members. If a quorum is not present at any meeting, the officer presiding may adjourn the meeting from time to time until a quorum is present. The affirmative vote of a majority of the active members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law of these bylaws.
- Conduct of meetings. Meetings of members shall be presided over by the President; or if he/she is not present, by the Vice President; or if neither of them is present, by a chairman chosen by the meeting. The Executive Director, or in his/her absence a person chosen by the meeting shall act as Executive Director of the meeting, when not in conflict with these bylaws. Robert's Rules of Order shall govern all deliberations.
ARTICLE VI – Officers
- The executive officers of the Association shall be: a President, a Vice President, and a Treasurer.
- Election. Executive officers shall be elected by the active members at their annual meeting every other year, to serve for the ensuing two year period or until their successors shall be elected and take office.
- President. The President shall have general charge of the affairs of the Association, subject to the direction of the Board of Directors. He/she shall preside at all meetings of the members and of the Board of Directors at which he/she is present; and shall perform the usual duties incident to this office.
- Vice President. The Vice President shall exercise the powers of the President during that officer's absence or inability to act; and shall have such other duties as the Board of Directors or the President may assign to him/her. The Vice President's duties shall include chairmanship of the Program Committee.
- Treasurer. The Treasurer shall be responsible for all the funds of the association, and shall attend to all disbursements subject to the direction of the Board of Directors. The Treasurer shall keep and maintain appropriate records of all receipts and disbursements. Whenever requested to by the President or the Board of Directors, he/she shall render a statement of accounts.
- Removal. Upon a majority vote of the membership at a regular or special meeting, a Board member or officer may be removed from office. Such removal may not result in their loss of membership from the Association. Upon removal from office, a special election of the Board shall be held to elect a successor to complete the unfinished term of the officer or Board member. This same process shall be used to fill any vacancies that occur during the term of a Board member or officer.
- Vacancies. The President, with the approval of the Board of Directors, may fill by appointment, a vacancy in any office, for the unexpired portion of the term.
ARTICLE VII -- Board of Directors
- The affairs of the Association shall be governed by a Board of Directors. If the Association does not have the necessity of a Board, the Executive Committee, which shall consist of the President, Vice President, and Treasurer, shall govern the affairs of the Association.
- Number, Powers, Term, Quorum. The property, affairs, and business of the Association shall be managed by its Board of Directors, which shall consist of the following persons: President, Vice President, and Treasurer, and an appropriate number of persons elected by the active members at their annual meeting, to serve for 2-year terms. A majority of the directors then in office shall constitute a quorum at any directors' meeting. The vote of a majority of the directors present at a duly called meeting shall be binding upon the Board. Unless a greater vote is required by law or by these bylaws. Directors shall serve for two years from their election, or until their successors shall be elected and take office. Effective with the election of Board members that takes place after the adoption of these Bylaws, the Board of Directors shall not include more than one voting member from any one member company. This limitation, however, shall not apply with respect to the right of immediate past presidents of the Association to continue serving as members of the Board. The term of office of the officers elected to the Board of Directors shall commence on January 1 following the year in which they are elected. Elections shall be held no later than October of each bi-annual election year.
- Meetings. The Board of Directors shall have a regular meeting immediately after the annual meeting of members; and such other regular meetings as the Board may, from time to time, determine. Special meetings shall be held at the call of the President, or of any three directors. Notice of any meetings of directors (except that held immediately after the annual meeting of members) shall be given orally or in writing to each director at least five days before the day of the meeting.
- Vacancies. Any vacancy occurring in the Board of Directors may be filled by the President with the approval of the majority of the remaining directors, even though less than a quorum. A director so chosen shall serve for the unexpired term of his/her predecessor.
- Appointment of Executive Director. The Board of Directors has the authority to engage the services of an executive director, at a rate of pay to be established by the Board, who shall serve at the pleasure of the Board, and whose duties may include taking the minutes of Board and regular membership meetings; acting as custodian of the records of the Association; insuring that notices are issued on a timely basis, as required by these Bylaws; and such other duties as are assigned by the Board from time to time.
ARTICLE VIII -- Committees
- Committees. The Association shall have committees on membership, ethics, legislation, program/education, public relations, and on such other subjects as the Board of Directors may provide for, each to be composed of members to be appointed by the President. There shall also be a nominating committee, chosen as hereinafter provided.
- Membership Committees. The membership committee shall recruit new members and shall consider and made recommendations to the Board of Directors and/or Executive Committee on applications for membership.
- Ethics Committee. This ethics committee shall give continuing study to question of ethical practice, and to interpretation of the Code of Ethics of the American Staffing Association, and any similar code promulgated by this Association. This committee shall evaluate all complaints of unethical practices and make recommendations to the Board of Directors and/or Executive Committee thereon.
- Legislative Committee. The legislative committee shall study pending and proposed legislation affecting the business of the members at the state, local and national level and make recommendations of the membership as to position to be taken thereon; shall cooperate with the Legislative Committee of the American Staffing Association; and make such representations to the legislative authorities as may be requested of it by the Board of Directors.
- Program/Education Committee. The education committee shall study and devise methods for upgrading the industry's performance through educational efforts at both management and secondary employee levels; through seminars, meetings, and written materials.
- Public Relations Committee. The public relations committee shall promote a positive image of the staffing services industry and devise methods by which such promotion can be made successful.
- Nominating Committee. The nominating committee shall consist of active members, the chairman, and members to be designated by the Association president. The committee shall submit to the Board of Directors, and/or Executive Committee its recommendation of the persons to be nominated as directors and officers for the ensuing year. The recommendations of the committee shall be submitted to the membership along with notice of the annual meeting. Additional nominations may be received from the floor, if endorsed in writing by five (5) active members.
ARTICLE IX -- Miscellaneous Provisions
- Fiscal Year. The fiscal year of the Association shall be January 1 - December 31.
- Resignation. A director or officer may resign at any time, and such resignation shall take effect the time specified in the resignation, or, if no time is specified therein, at the time of its receipt by the President or Executive Director. Acceptance shall not be necessary to make a resignation effective unless the resignation expressly so states.
ARTICLE X -- Amendment
These bylaws may be amended by the affirmative vote of a majority of the active members at any duly called meeting of the members; provided notice of the proposed changes, shall have been submitted to every member and filed with the Executive Director, at least ten days before the day of the meeting.
ARTICLE XI -- Dissolution
The Association may be liquidated and dissolved on the vote of three-fourths (3/4ths) of the active membership. In the event of the liquidation, all funds remaining in the Association shall be devoted to purposes consistent with the purpose of the Association. No funds of the Association shall be repaid to individual members thereof and no member is entitled to claim any interest in particular of collective funds of the Association by vote of the Board of Directors, except that those funds shall be used to pay all outstanding debts incurred by the Association.
As approved in 1999.