ARTICLE I
Name

The name of the organization shall be the Cleveland Industrial Distribution Association.

ARTICLE II
Purpose

It shall be the object and purpose of this organization to promote friendly business relations, to encourage a better appreciation of the functions of distribution of industrial supplies and equipment, to promote mutual confidence and good will with each other, and to advance the best interests of its members and the general improvement of business practices and conditions.

ARTICLE III
Territory

Covered The territory covered by this Association shall include all of Northern Ohio.

ARTICLE IV
Distributor Membership

Any regularly established Distributor of Industrial Supplies and Equipment operating primarily in the territory defined (See Article III) may be considered for membership if the following criteria are met:

1. A distributor member will maintain an appropriate stocking inventory in the territory defined.
2. That such a company is primarily engaged in the business of distributing industrial supplies and equipment to industrial customers and to other trade outlets.
3. That there shall be sales persons soliciting Industrial business in the territory defined.
4. That such companies shall perform the functions of delivering and invoicing from a place of business within the territory defined.

Manufacturers' Representative Membership

Any regularly established Manufacturers' Representative of Industrial Supplies and Equipment, operating primarily in the territory defined (see Article III), may be considered for membership if the following criteria are met:

1. A Manufacturers' Representative member shall sell primarily through distribution channels and should not be engaged in direct selling.
2. The total Manufacturers' Representative membership shall not exceed 25% of the total membership of the Organization.
3. The Manufacturers' Representative member shall be eligible to vote.
4. The Manufacturers' Representative member shall be eligible to hold a Board or Officer position.
5. The number of Manufacturers' Representative board members shall not exceed two.

Revised February 2008 Senior Executive Membership

Recognizing the significance and value that senior executive members have contributed to the Organization, a special class of membership exists when the following criteria are met:

1. A Senior Executive member is a past CIDA member who may be retired or who has changed careers/industries, but who has a continued interest in the networking and social opportunities that CIDA offers.
2. Senior Executive members will pay reduced annual dues, to be determined by the Board of Directors on an annual basis.
3. Senior Executive members are not eligible to hold a Director or Officer position.
4. Senior Executive members are eligible to vote.

A prospective member may be invited to any business meeting of the Association by any member in good standing where they will be given an application for membership. The Board of Directors shall investigate the eligibility of all proposed companies for membership and present their findings in a letter form to the entire Association with their recommendation. A company shall be invited to join C.I.D.A. unless it receives a ten (10) percent negative vote of the total membership within a ten (10) day period after the board recommendation.

Membership shall be by company. Representatives of the member company shall be only those empowered to determine the policy of their company.

1. Membership in good standing shall be contingent upon:
2. Annual dues paid in full as specified in these articles,
3. Attendance at no less than three (3) business meetings from September 1st to August 31st of each fiscal year.

ARTICLE V
Fees and Dues

The annual dues shall be determined annually by the Board of Directors payable on or before the September business meeting. Dues shall include the monthly business luncheon cost for one or two representatives per company. Additional representatives may be charged on an actual cost basis of a luncheon. Any representative or representatives of a company who confirm for a schedules meeting of the Association and fail to show, or fail to cancel their reservations at least seventy two (72) hours prior to the meeting function, will be assessed at the discretion of the present officers on an actual basis of the meeting and/or social functions.

The Board of Directors shall have the power to make future assessments as may be necessary from time to time for the maintenance of the Organization.

ARTICLE VI
Voting

Each member company in good standing (as defined in Article IV) shall be entitled to one (1) vote. On all balloting, a majority vote of the members present shall decide unless otherwise provided for in these articles.

At least 30 days prior to the annual meeting held each September, the President shall appoint a nominating committee of three (3) members who in turn will nominate one (1) candidate for each existing vacancy on the Board. At least two (2) weeks prior to the annual election, a notification of election shall be sent to all eligible members. Members will be provided the opportunity to "write-in" candidates for the election. Revised February 2008

ARTICLE VII
Directors and Officers

The Board of Directors shall consist of six (6) elected members and each member shall be elected for a term of three (3) years with two (2) directors elected each year. No member of the Board may succeed himself without a one (1) year interval unless otherwise provided for in these Articles. Each year the Board shall elect the following officers: President, Vice President, Administrator and Treasurer for a term of (1) year.

The President and Vice President must be members of the Board of Directors.

The President and Vice President may not succeed themselves.

The Treasurer and/or Administrator may be a permanent position, and may sit ex-officio on the Board of Directors when not a regular member.

Senior Executive level members are not eligible to serve on the board or hold office.

No more than two (2) Manufacturers Reps can serve on the Board at one time.

Should a vacancy occur on the Board of Directors, the Board shall appoint a Director to fill the unexpired term.

ARTICLE VIII
Duties of the Officers

Section I. It shall be the duty of the President to preside over and be a voting member of all meetings of the Board of Directors. If the Board term expires a the same time as that person's term as President, the requirements of Article VII concerning Board members succession shall be waived for a period of one (1) year.

Section 2. It shall be the duty of the President to preside over all meetings of the organization and generally to exercise the functions of a presiding officer. In the absence of the President, the Vice President shall preside over the Board of Directors meeting.

Section 3. It shall be the duty of the President-elect to appoint a financial committee of three (3) persons, to include the Treasurer-elect, to review the financial records before the annual report at the September meeting.

Section 4. It shall be the duty of the Vice President or a designated appointee to serve as Program Chairman for the ensuing year. In the absence of the President, the Vice President shall perform the duties of the President.

Section 5. It shall be the duty of the Administrator to keep a record of each meeting of the Organization and of the Board of Directors, and to perform such other functions as may be prescribed by them. The Administrator shall attend to all correspondence, looking to the welfare of the Organization including notification of membership who are not in good standing.

Section 6. It shall be the duty o f the Treasurer to receive all funds and deposit same to the credit of the Organization in a bank selected by the Board of Directors. The Treasurer shall report on the financial condition of the Organization at each October meeting following the annual review.

Section 7. The Board of Directors shall perform such duties from time to time as shall be necessary for the purpose of carrying out the best interests and the spirit and intent for which this Organization was formed. Revised February 2008

ARTICLE IX
Meetings

Meetings shall be held on a monthly basis, on the second (2nd) Monday of each month, September through May. Time and place shall be specified by written notice from the Administrator. The officers and/or the Board of Directors shall retain the right to change the meeting date upon adequate and timely notice to the membership. September shall be considered the Annual Meeting when election of Directors shall occur. Member (as defined in Article IV) attendance is mandatory and my only be waived by written ballot received by the Administrator prior to the meeting being called to order.

Special meetings of the Association may be called by the President and/or majority of the Board of Directors when they judge such meeting should occur, or at the request in writing of twenty (20) percent of the membership. No meeting shall be called without at least ten (10) days notice to the entire membership.

ARTICLE X
Quorum

At all meetings of the Organization, the members present shall constitute a quorum. At meetings of the Board of Directors, four (4) or more Directors shall constitute a quorum.

ARTICLE XI
Withdrawals

Any member desiring to withdraw from the Organization shall give written notice to the Administrator at least thirty (30) days prior to the Annual Meeting. Request for Resignation shall not be considered in order if thee is any outstanding indebtedness against the member. Any member granted the right to withdraw from the Organization at any time during the year, shall not be entitled to any refund of monies already paid.

ARTICLE XII
Amendments

Any addition, alteration, and/or amendment to these by-laws shall be presented in writing by any member in good standing and may be adopted by a majority vote of the total voting membership.

ARTICLE XIII
Fiscal Year

The fiscal year of CIDA shall be from September 1st to the following August 31st.