MRA Southern California Bylaws 2008-09
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Article I - Name

Section 1. Name.
The name of this organization shall be the Marketing Research Association, Southern California Chapter, Inc., a not for profit corporation incorporated under the laws of the State of California.

Section 2, Office Location.
Chapter shall maintain an office within the State of California. 

Article II - Purpose

Section 1, Purpose.
The purpose of the Southern California Chapter shall be to promote and encourage understanding and appreciation by general public of the aims and methods of marketing research and data collection; to acquire, collect, exchange and disseminate information concerning marketing research and data collection in the Southern California area and as stated in the Articles of Incorporation of the Southern California Chapter. As used in these by-laws, “Marketing Research,” Includes opinion and survey research.

Article III – Members 

Section 1. Classification.
There shall be the following classes of membership.

A) Individual-
Individual members are those persons actively engaged in the planning, administration, conduct, use or teaching of marketing research, and meet other uniform criteria of the Board of Directors, and:

1) Are members in good standing.
2) Are employees of MRA Company members in good standing.

B) Company-
1) Company members are those businesses including sole proprietorships, partnerships and corporations, and sub-units thereof, both for profit and not for profit, engaged in planning, administration, conduct, us e or teaching of market research, and meet other uniform criteria established by the Board of Directors.

Company members must be an MRA Company member prior to acceptance by the chapter.

2) Subsidiary/Division/Branch – Any subsidiary, division, branch or other sub-unit of a Company member which meets the qualifications of a Company member is separately eligible for membership, even though this may result in a Company member having multiple memberships.

C) Affiliate-
Any business or organization which provides services, equipment, or supplies used by businesses engaged in the planning, administration, conduct, use or teaching of market research, and meets other uniform criteria established by the Board of Directors, shall be eligible for affiliate member prior to acceptance by the Chapter, Affiliate members shall have no voting rights.

•  (Employees of an MRA Affiliate Member) on good standing are eligible for membership in the chapter provided they meet the criteria established by the Board of Directors. Employees of Affiliate Members shall have no voting rights.

D) Student-
Any person, who is a full-time student at a university or college and is interested in marketing research, is eligible for Student Membership. Student members shall have no voting rights.

E) Honorary-
Honorary members are persons whom the Board of Directors wishes to recognize for contributions to marketing research and advancement of the chapter.

Section 2. Admission.
An applicant for membership shall submit a written application to MRA on forms provided by MRA, with applicable dues and fees. The application shall be considered in accordance with the membership criteria and procedures set forth in these by-laws as established by the Board of Directors of the MRA.

Section 3. Due and Assessments.
The Board of Directors shall determine members' dues, fees, and assessments, or any other financial obligations owed to the chapter. Annual dues shall be due June 1.

•  Failure to pay dues, fees and assessments or any other financial obligations owed the chapter within 60 days of billing shall constitute the basis for automatic suspension from all rights and privileges of membership. Failure to pay dues, fees and assessments or any other financial obligations owed the Chapter within 60 days of billing shall constitute the basis for automatic termination of membership.

•  A member terminated from membership for failure to pay dues, fees, assessments, or any other financial obligations owed the Chapter may be readmitted to membership within a year from the date of termination without penalty or admission fee if all outstanding financial obligations to the Chapter have been paid, and former member is otherwise qualified for membership.

•  After a year from the date of termination for non-payment, the former member must reapply, and tender payment of outstanding and unpaid financial obligations to the Chapter, to be considered for membership.

Section 5. Suspension or Expulsion.
Membership in the Chapter may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be a violation of the by-laws or any rule or practice duly adopted by the Chapter or any other conduct prejudicial to the interests of the Chapter. Suspension or expulsion shall be by the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting at which a quorum is present; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charge shall be considered and the member shall have the opportunity to appear in person and to present a defense to such charges before action is taken by the Board of Directors.

Section 6. Resignation.
A member may withdraw from the chapter by sending written notice of the resignation to the President which shall be effective upon receipt after fulfilling all obligations to the chapter.

Section 7. Chapter Units.
The Board of Directors may establish administrative and geographic classifications from time to time as the Board of Directors determines necessary in furthering the purposes of the Chapter.

Article IV-Voting

Section 1. Voting.
Individual (And Company) members in good standing are entitled to vote on matters presented for a vote of the membership. A majority vote of the members in good standing entitled to vote in person or proxy shall be sufficient to act.

Section 2. Mail Ballot. .
The Board of Directors may direct that a membership vote be undertaken by mail ballot. A mail ballot shall require that mailed ballots be received by the Chapter office within thirty days from date of first mailing to be valid, and that at least (a majority – or some lesser percent) of the members eligible to vote have returned their ballots.

Section 3. Proxy Voting.
Proxy voting is permitted, subject to such uniform procedures and rules as the Board of Directors may establish.

Article V – Meetings 

Section 1 Annual Meeting.
The Board of Directors shall determine the date and location of the Annual Meeting of the Membership, within the State of California . The members shall be given written notice of the Annual Meeting not less than thirty days in advance.

Section 2. Special Meetings.
Special meetings of the membership, or classes thereof, may be called by the President, or by a majority of the Board of Directors, or by 15 percent of members in good standing entitled to vote. The members shall be given written notice of a special meeting not less than fourteen days in advance. The notice of a special meeting shall state the business to be transacted at the meeting.

Section 3. Quorum.
Fifteen percent of members in good standing entitled to vote shall constitute a quorum at any meeting of the Southern California Chapter.

Article VI – Board of Directors 

Section 1. Composition.
The Board of Directors shall consist of the officers and four directors at large.

Section 2. Powers.
The Board of Directors shall have supervision, control and direction of the affairs of the Chapter, s hall determine its policies or changes within the limits of these by-laws, shall actively prosecute the Chapter's purposes, and shall have discretion in the disbursement of its funds. The Board of Directors s hall adopt such rules and procedures for the conduct of its business and the business of the Chapter as the Board of Directors deems advisable, and may appoint such agents as it considers necessary.

Section 3. Qualifications.
•  Any voting members of the Chapter and/ or National MRA in good standing for at least one year shall be eligible for election as a Director.

•  A member shall not be candidate for the Board of Directors or for office if his/her election would result in more than two (2) representatives of the same company serving as Directors or Officers at the same time.

Section 4. Term of Office.
Directors at Large shall hold office for one year(s) [longer terms may be used] or until their successors are elected, and their term of office shall begin at the conclusion of the Annual Meeting at which they are elected. [Other periods may be used.]

Section 5. Meetings.
•  The Board of Directors of the Chapter shall meet at such times as it may be determined, but not less than six times each year with at least one meeting in each quarter.

•  Special Meetings of the Board of Directors may be called by the President or not less than three directors upon notice to members of the Board at least seven (7) Days before the meeting date.

•  A majority of the Board membership shall constitute a quorum. In the absence of the President and the Vice President, the quorum present may choose a Chairman for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a day not more than ten (10) days later.

•  Each member of the Board shall have one vote and in case of a tie vote, the President or person presiding shall have an additional vote.

•  The Board of Directors may meet by telephone conference so long as each director may hear the other directors participating in the conference call.

•  Any action required or permitted to be taken by the board of Directors may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the board shall be filed with the minutes of the proceedings of the Board.

Section 6 Vacancies.
Whenever any vacancy occurs in the Board of Directors, it shall be filled by a majority vote of the remaining members of the Board. The person so elected shall hold office until a successor is elected at the next election.

Section 7. Removal.
A member of the Board of Directors may be removed for good cause by two-thirds vote of the Board Members present at a special meeting called specially for that purpose. 

Article VII – Officers

Section 1. Officers.
The officers of this Chapter shall be a President, [President-Elect], [Vice President], Secretary, Treasurer, and [Immediate Past President]

Section 2. Qualifications.
Any member in good standing for at least one year shall be eligible for election to any office.

Section 3. Term of Office.
Officers shall hold office for one year and / or until their successors is elected and qualified. Officers shall take their officers [at the conclusion of the Annual Meeting at which they are elected- or some other date- optional].

Section 4. Duties of the President.
The president shall preside at all meetings of the Board of Directors and all membership meetings, shall be chief executive officer of the Chapter, and shall be responsible for the conduct of the Chapter's affair, subject however, to the approval of the Board of Directors and the by-laws of the Chapter. The President shall assign duties and responsibilities to the officers, and shall appoint the committees set forth in these By-laws or that the president may from time to time consider necessary, designating the chairman of each committee. (Optional- The President shall make an annual report to the Chapter at its Annual Meeting regarding the status of the Chapter, containing such suggestions and recommendations as are deemed proper.)

Section 5. Duties of the President-Elect.
The duties of the President-Elect shall be those which the President or the Board of Directors shall assign. The President –Elect shall assume the duties of the President in case of the President's resignation, absence, or inability to act. The President-Elect shall succeed to the office of the Presidency upon the expiration of the President's term of office. The President-Elect shall be the Chairman for Nominating Committee and appoint a Nominating Committee to select MRA Southern California Members to the Board of Directors for the ensuing year.

Section 6. Duties of the Vice President.
The Vice President shall assist the President in the performance of Chapter activities as assigned by the President o r the Board of Directors.

Section 7. Duties of Secretary.
The Secretary shall be the custodian of all record s , excluding financial records, of the Chapter and shall keep minutes of the meetings of the membership and of the Board of Directors. The Secretary shall prepare and serve all notices of Board meetings of the Board of directors and of the Chapter, and shall perform such other duties as the President of Board of Directors may assign.

Section 8. Duties of the Treasurer.
The Treasurer shall keep a complete and accurate account of all receipts and disbursements by the Chapter and shall deposit monies belonging to the Chapter's bank accounts. The Treasurer shall direct the preparation of the Chapter's annual budget and, alone or with any person designated by the Board, shall disburse the funds of the Chapter upon order of the Board of Directors. At each Annual Meeting of the Chapter and at such other times as the Board of Directors may instruct, the Treasurer, on behalf of the Board, shall render a statement of the financial condition of the Chapter.

Section 9. Duties of the Immediate Past President.
The Immediate Past President shall perform such duties as may be assigned by the Board of Directors.

Section 10. Duties of Board of Directors.
The Board of Directors shall assist the President in the performance of Chapter activities as assigned by the President. In addition, the Board of Directors are to approve the slate of officers as proposed for the coming year before the slate is presented to the membership for vote.

Section 11. Removal.
An Officer may be removed for good cause by two-thirds vote of the Board Members present at a special meeting called specifically for that purpose.

Section 12. Vacancies.
Vacancies in any office shall be filled for the expired portion of the term by a majority vote of the Board of Directors at its next regular meeting or at a special meeting called for that purpose.

Article IX – Committees 

Section 1. Standing Committees.
The Standing Committees of the Chapter shall be:

•  Executive Committee, consisting of the officers of the Chapter

[Optional – or others]. The Executive Committee may exercise the powers of the Board of Directors when the Board is not in session, reporting to the Board at its next meeting any actions taken. The Executive Committee shall meet at the call of the President or on the written request of any three members, at such time and place as designated by the President.

•  Nominating Committee, as provided in Article X

•  Membership Committee: the membership chairman shall call on all new national MRA members monthly in our area and invite them to join the chapter, extend an invitation to first meetings with expenses to be paid by the Chapter. The membership committee shall be responsible for making new members feel welcome.

Article X Nominations and Elections 

Section 1. Nominating Committee Chairman.
The President – Elect is the chairman of the nominating committee. The chairman shall form a committee who in turn shall solicit recommendations for officers and director candidates. Upon completion of this, the nominating committee shall submit to the Officers and Board of Directors by written directive for approval.

Section 2. Contested Elections.
The Board of Directors shall adopt and publish procedures to govern contested elections.

Section3. Plurality.
The person receiving a plurality of the votes cast shall be declared the winner for each position.

Article XI – Financial Matters 

Section 1. Fiscal Year.
The Fiscal Year of the Chapter shall be July 1 st to June 30 th .

Section 2. Bonding.
Any person entrusted with the handling of funds or property of the Chapter shall, at the discretion of the Board of Directors, furnish at the expense of the Chapter a fidelity bond approved by the Board of Directors in such sum as the Board of Directors shall prescribe.

Section 3. Audit.
The Chapter may, at the discretion of the Board of Directors or by 2/3 vote of the general membership, have its financial records audited annually.

Section 4. Compensation.
Elected officers and directors shall not receive a salary for performance of their duties, but may be reimbursed for their expenses. Officers and directors performing services on behalf of the Chapter in addition to their duties as officers and directors may be compensated for such services, subject to disclosure to and approval by the Board of Directors.

Article XII – Relations with Marketing Research Association 

Section 1. Bylaws.
The Bylaws of the Southern California Chapter may not be contrary to those of the Marketing Research Association. Should any provision of the bylaws of the Southern California Chapter need interpretation or construction, it shall be so in a manner with the provisions and intent of the Marketing Research Association's bylaws, as determined by the Board of Directors of the Marketing Research Association.

Section 2. Limitations.
The Southern California Chapter may not bind, contract for or take any position on behalf of the Marketing Research Association without the express approval of the president of the Board of Directors of the Marketing Research Association.

Section 3. Policies.
The Southern California Chapter shall follow the policies and procedures of the Marketing Research Association, including, but not limited to the antitrust directives of the Marketing Research Association, and shall provide timely notice to the Executive Director of the Marketing Research Association of activities undertaken by the Chapter.

Article XIII – Miscellaneous Provisions

Section 1. Power to Indemnify.
The Southern California Chapter shall have the power to indemnify any person who is or was a director, officer, committee member employee or agent of the Southern California Chapter to the full extent permitted by law.

Section 2. Liability Insurance.
The Southern California Chapter may purchase and maintain insurance on behalf of any person who was or is a director, officer, committee member, employee or agent of the Southern California Chapter against liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Southern California Chapter would have the power to indemnify him or her against such liability.

Section 3. Use of Funds and Dissolution.
The Southern California shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of its funds shall inure, or be distributed to the member of the Southern California Chapter, any funds remaining shall be distributed to the MRA National organization.

Article XIV – Amendments

These By-laws may be amended or repealed in whole or in party by a two – thirds (2/3) vote of the voting members present, in person or by proxy, at any Special or Annual Meeting, providing notice of proposed amendments or deletions as given in the notice of the Special or Annual Meeting, or by two –thirds (2/3) vote of the voting members' voting by mail in accordance with the provisions of Article IV, Section 2.