Constitution & Bylaws Page ContentSupplier Board ARTICLE IName Section 1: The Association shall be known as the National Association of Convenience Stores (NACS). Purpose of the NACS Supplier Board of DirectorsSection 2: The purpose of the Supplier Board will be as follows: To represent NACS' Supplier members. To represent mutual concerns of the NACS' Retail and Supplier members. To serve as an organized voice for the suppliers in the affairs of NACS. To be a resource as called upon by NACS' Staff or the NACS Board of Directors. To collaborate with NACS and its Retail members towards the achievement of its strategic initiatives. ARTICLE II Supplier Board of DirectorsSection 1: Powers. It is hereby expressly declared that the Supplier Board will have the following powers: To lead the association activities of NACS' Supplier members. To participate in planning and operation of the NACS annual convention and exposition. To conduct Supplier Board meetings: At the NACS convention and Exposition. At the direction of the Chairman or at the request of eight (8) of the members of the Supplier Board. To assist and participate in the recruitment and retention of the Supplier Board members for NACS. To provide information to supplier members regarding the activities and accomplishments of NACS. To develop initiatives for the benefit of NACS Retail and Supplier members. The Supplier Board shall exercise its authority in the manner which it deems most fit and efficient, including by the express delegation of its authority over particular matters to committees which it creates. All authority not expressly granted by these bylaws to an entity other than the Board, or to such entity by the Board itself shall be retained by the Board of Directors. To have the appropriate Supplier Board Members sit on the standing Retail Board Committees. This power does not include a right to choose the number or which Supplier Board Members will sit on which of the Retail Board Committees, such right residing with the NACS Retail Nominating Committee. Election of the Members of the Board of Directors Section 2: The Supplier Board of Directors shall consist of up to 25 supplier members in good standing including the Chairman, the Chair-Elect, the Vice Chairs of the supplier board standing committees and the three most immediate past chairmen still active in the industry. A slate of Supplier Board candidates will be nominated by the Supplier Board Nominating Committee and presented to the entire Supplier Board at the Supplier Board's Annual Business Meeting to be held annually at the NACS Annual Convention. The Supplier Board will be elected by the majority vote of the Suppliers present and voting at the Supplier Board's Annual Business Meeting All newly elected Supplier Board Members will take office immediately. All members of the Supplier Board (except the three Retail Members selected by the NACS Retail Nominating Committee) must be employed by a supplier member in good standing of the Association at the time of their election to the Board of Directors. A Board member who ceases employment with a supplier member, and who is not re-employed within one hundred and twenty (120) days by any supplier member, shall be removed from the Supplier Board by operation of this provision, unless his voluntary resignation has been submitted prior to the expiration of such one hundred and twenty (120) days. If two (2) or more Board members are employed by the same supplier member, all but one (1) must leave the Supplier Board at the next supplier member meeting. In the event that one Supplier member company purchases another Supplier member company or in the event that two or more Supplier member companies merge, the employees of the original Supplier member companies may each serve the remainder of their current terms. A Supplier Board member shall be removed from office if he or she fails to attend two consecutive meetings of the Supplier Board without an excuse acceptable to the Supplier Nominating Committee. A Board member may be removed from the Supplier Board by a two-thirds (2/3) vote of the Supplier Board at a duly held meeting for cause only after charges have been presented to the Supplier Board and the Board member in question has been given an opportunity to defend against the charges before the Supplier Board. Members of the Supplier Board of Directors shall personally serve on at least one standing committee. Terms of the Members of the Board of Directors Section 3: The term for each Supplier Board Member will be as follows: Supplier Board members on standing committees are eligible to serve up to four consecutive one year terms; the Vice-Chairs may additionally serve up to two consecutive one year terms; the Chair-Elect and the Chairman will additionally serve a one year term each; the past Chairman will additionally serve for three consecutive years; the Retail members of the Supplier Board are eligible to serve up to three consecutive one year terms; and the Supplier Board Members serving on the Retail Board standing committees will serve in accordance with the committee guidelines. Former Supplier Board Members are eligible for re-election for the Board. Vacancies Section 4: Any Board Member may resign effective upon giving written notice to the Chairman of the Supplier Board, unless the notice specifies a later time for the effectiveness of such resignation Vacancies of a Supplier Board Member position may be filled by appointment by the Chairman. If a Supplier Board Member vacancy is created for greater than six months prior to the expiration of a term, then the Chairman will appoint a Supplier Board Member replacement chosen from three (3) recommendations of the Supplier Board Nominating Committee. If a Supplier Board Member vacancy is created for less than six months prior to the expiration of a term, then the Chairman may, but is not obligated to, appoint a replacement. In the case of a Retail Board Member vacancy, the NACS Nominating Committee will appoint a replacement Retail Board Member In the case of a vacancy caused by a Supplier Board Member serving on a standing Retail Board committee, the replacement Supplier Board Member will be chosen by the Retail Nominating Committee. A vacancy or vacancies on the Supplier Board will exist when any authorized position on the Supplier Board is not then filled, whether the vacancy is caused by death, resignation, removal, increase in the authorized number of Board Members, or otherwise. No reduction of the authorized number of Board Members will have the effect of removing any Board Member prior to the expiration of the Board Member's term of office. Meetings Section 5: Annual Meetings. The Supplier Board will hold an annual meeting for the purposes of organization, election of Board Members and of Supplier Board officers and the transaction of other business, on the same day as the Supplier Board's Annual Business Meeting at the NACS Annual Convention, unless a different date and time is established by the Supplier Board. Regular Meetings. Regular meetings of the Supplier Board may be held with notice on such date and at such times as may be fixed by the Supplier Board. Special Meetings. Special meetings of the Supplier Board for any purpose or purposes may be called at any time by the Chairman of the Supplier Board or two-thirds (2/3) of the Supplier Board Members. Notice of Meetings. Meetings of the Supplier Board will be held upon not less than seven (7) days' notice by first class mail or not less than three (3) days' notice given personally or by courier service, telephone, telegraph, telex, email, or other similar means of communication. Any such notice will be addressed or delivered to each Board Member at such Board Member's address as it is shown upon the records of NACS or as may have been given to the NACS by the Board Member for the purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Board Members are regularly held. A notice of meeting will specify the place, day and hour of the meeting. Notice by mail will be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice will be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice will be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the receiver. Quorum; Manner of Acting. Nine (9) members of the Supplier Board then holding office will constitute a quorum of the Supplier Board for the transaction of business, except to adjourn as provided in Section 2.13. Except as provided in Section 2.12, every act or decision done or made by a majority of the Board Members present at a meeting duly held at which a quorum is present will be regarded as the act of the Supplier Board, except as provided in the next sentence. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Board Members, if any action taken is approved by at least a majority of the required quorum for such meeting. Participation in Meetings by Conference Telephone. Board Members may participate in a meeting of the Supplier Board, or in a committee meeting, through use of conference telephone or similar communications equipment, so long as all Board Members participating in such meetings can hear one another. Waiver of Notice. Notice of a meeting need not be given to any Board Member who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Board Member. All such waivers, consents and approvals will be filed with the corporate records or made a part of the minutes of the meetings. Adjournment. A majority of the Board Members present, whether or not a quorum is present, may adjourn any Supplier Board meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Board Members if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four (24) hours, reasonable notice of any adjournment to another time or place will be given prior to the time of the adjourned meeting to the Board Members who were not present at the time of the adjournment. Action without Meeting. Any action required or permitted to be taken by the Supplier Board may be taken without a meeting if all members of the Supplier Board will individually or collectively consent in writing to such action. Such consent or consents will have the same effect as a unanimous vote of the Supplier Board and will be filed with the minutes of the proceedings of the Supplier Board. Compensation. Board Members will not receive any stated salaries or other compensation for their services as Board Members. Nothing contained herein will be construed to preclude the reimbursement of Board Members by NACS for the Board Members' reasonable expenses incurred in connection with their services as Board Members as provided by NACS policies. Further, nothing herein contained will preclude any Board Member from serving NACS in anyother capacity and receiving compensation therefore. ARTICLE III Officers Section 1: Officers. The officers of the Supplier Board will be a Chairman of the Supplier Board, a Chair-elect, and Vice Chairs of the standing committees of the Supplier Board. Election and Term of Office. The Chairman, the Chairman-elect, and the Vice-Chairmen will be nominated by the Supplier Board Nominating Committee and elected by the Supplier Board at the Suppliers' Annual Business Meeting held at the NACS Annual Convention. The Chair-elect will automatically become Chairman if the current Chairman is unable to complete his/her term in office. Removal and Resignation. Any officer may be removed, either with or without cause, by a vote of two-thirds (2/3) of the Board Members then holding office. Any officer may resign at any time by giving written notice to the Chairman of the Supplier Board, but the resignation will be without prejudice to the rights, if any, of NACS under any contract or agreement to which the officer is a party. Any resignation will take effect at the date of thereceipt of the notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause will be filled in the manner prescribed in these Bylaws for regular appointment to such office, provided that such vacancies will be filled as they occur and not on an annual basis. Chairman of the Supplier Board. The Chairman of the Supplier Board will preside at all meetings of the Supplier Board, will prepare an annual report to be presented at NACS Board of Directors meetings, and will perform such other duties as may be prescribed from time to time by the Supplier Board or by the Bylaws. Chairman-Elect of the Supplier Board. In the event of absence or disability of the Chairman of the Supplier Board, the Chairman-Elect of the Supplier Board will perform all the duties of the Chairman of the Supplier Board and, when so acting, will have all the powers of, and be subject to all the restrictions upon, the Chairman of the Supplier Board. Current and former Vice Chairs who are still active in the industry are eligible for nomination to the Chair-Elect. ARTICLE IV Committees Section 1: Nominating Committee. The Supplier Board will have a Supplier Board Nominating Committee consisting of the Chairman, the Chair-elect, the three (3) most recent active past Chairmen, immediate past chair that rotated off the Supplier Board and the three (3) members of NACS' Retail Board who serve as liaisons to the Supplier Board. The immediate past chair that rotated off the Supplier Board will serve as the Chairman of the Nominating Committee. In the event of a vote by the Nominating Committee that results in a tie, the Chairman of the Nominating Committee will cast the decisive vote, which vote shall be final. The purpose of the Nominating Committee will be to nominate and present a slate of candidates to the Supplier Board and to nominate and present a slate of candidate to serve as board officers for approval by the Supplier Board at its Annual Meeting. The Supplier Board Officer positions for nomination include the Supplier Board Chairman, the Supplier Board Chair-elect, and the Vice-Chairs of Supplier Board standing committee. Executive Committee. The Supplier Board will have a Supplier Board Executive Committee consisting of the Chairman, the Chair-elect, the three (3) most recent past Chairman that are still active in the industry, the Vice Chairs of the Supplier Board standing committees, and the three (3) members of the NACS Retail Board who serve on the Supplier Board. The purpose of the Executive Committee is to (a) provide oversight and direction to Supplier Board Committees; (b) serve as a liaison with NACS leadership in identifying areas where Suppliers can contribute to projects; (c) provide ongoing review of the structure of the Supplier Board and recommend adjustments as necessary; and (d) serve a visionary role to help identify challenges and needs of the convenience store channel of trade. Standing Committees. The Supplier Board Executive Committee may establish any standing committees as it claims necessary and appropriate to fulfill the purposes of the Supplier Board. Each standing committee shall be chaired by a Vice Chair of the Supplier Board of Directors. Membership on the Supplier Board of Directors shall not be a requirement for serving on a standing committee. ARTICLE V Other Provisions Section 1: Agenda, Minutes and Compliance with Guidelines. An agenda will be prepared for each and every meeting of the Supplier Board and minutes consisting of a summary of the actions will be recorded thereof and distributed to each Board Member. Amendments. These Bylaws may be amended by a majority vote of the NACS Supplier Board and by a majority vote of the NACS Retail Board. ARTICLE VI Conflict of Interest Section 1: Any Board Member, officer, committee member or employee of NACS must comply with the official NACS Conflict of Interest Policy.