FIRST. The name of said
corporation shall be the MIDWEST SIGN ASSOCIATION.
SECOND. The place in Ohio where
the principal office of the corporation is to be located is in the county of
Hamilton, Cincinnati, Ohio.
THIRD. The purpose or purposes
for which said corporation is formed are:
To promote the
general welfare of the sign industry in the Midwest as to the
relations of the sign industry with the public it serves and the
relations between the members of the Association.
To conceive and
inaugurate progressive self-educational programs and policies
designed to develop standards and ethical guidelines in the
sale, manufacture and maintenance of signs; and to assume
leadership and responsibility for extending these programs and
policies for mutual benefit, for the benefit of customers, and
for the benefit of the sign industry and the public at large.
To establish and
maintain employer-employee relations of high moral character for
the collective benefit of advertisers who will depend upon the
responsibility of the members of the Association to provide such
To establish cordial
and cooperative relations with other related organizations in
matters and activities of mutual benefit.
To work progressively
toward the improvement and standardization of local sign
ordinances whenever the opportunity arises.
To accept the
responsibility of sound and ethical business practice implied in
the collective aims of the Association and to apply these
practices in the conduct of business of each individual member.
To strive for
continuous improvement in the quality of manufacture,
installation and maintenance of signs for the benefit of all the
customers of its membership.
To encourage active
participation by members in civic and community affairs in the
To be a non-profit
corporation having no capital stock whatsoever. If there should
be any net earnings from any activities, the same shall accrue
solely to said Association and no part shall inure to any
IN WITNESS WHEREOF, we have
hereunto subscribed our names, this 13th day of June, 1986.
Dan Kasper, 1986 MSA
Kevin Holthaus, 1986 MSA Vice
Don Bowman, 1986 MSA
GENERAL CODE OF
THE MIDWEST SIGN
ARTICLE I: Meetings
Section 1: Semi-Annual
Regular semi-annual meetings
shall be held each year at the place and on the date and hour designated
in the notice therefor.
Section 2: Special Meetings
Special meetings of the
members may be held at any time upon call of the trustees or a majority
of the members of the Association.
Section 3: Notice of Meetings
Notice of all meetings shall
be mailed to each member appearing as such on the books of the
Association at least twenty-one (211 days prior to the date of such
meetings, and in all cases of special meetings, the notice therefor
shall state briefly the objects thereof.
Section 4. Quorum:
Thirty percent of the members
shall constitute a quorum for the transaction of business at any annual
or special meeting of the Association members. A member may vote by
written proxy on Association affairs, providing his proxy is received by
the Executive Director of the association at least twenty-four (24)
hours before the meeting is convened.
ARTICLE II: Trustees
Section 1: Election of
The election of trustees
shall be held at the Fall Meeting of the members or at a special meeting
called for that purpose. The election shall be by ballot. Said ballot
shall be in the name and business connection of each candidate and shall
be mailed to each member of the Association fourteen (14) days prior to
the meeting at which such election shall be held. The candidates elected
will be those receiving the largest number of votes. The Immediate Past
President of MSA shall serve as Nominating Committee Chairman. The
current MSA President shall appoint two other committee members. To take
office in even numbered years, three sign companies and one sign supply
distributor shall be elected as MSA Trustees. To take office in odd
numbered years, three sign companies and one product manufacturer shall
be elected as MSA Trustees. Multiples of these numbers may be nominated,
but they will be elected from these categories. Any state with two (2)
member sign companies shall be represented on the board by a sign
company trustee and/or officer, unless no member sign company is willing
Section 2: Number of Trustees
The number of trustees shall
be thirteen (13), eight (8) to be elected, the four (4) officers, and
the immediate past president. Excepting the President and Vice
President, each of the elected trustees shall serve a two (2) year term
with four (4) trustees being elected on alternate years. Trustees shall
be certified representatives and bona fide employees of member
companies. No elected trustee may serve more than two (2) consecutive
Section 3: Powers of Trustees
The Board of Trustees shall
have the control and management of the business funds and property of
the Association, subject only to the action of the members in meeting
assembled. It may adopt bylaws not inconsistent with these regulations;
promulgate and enforce rules governing the use of the property and
privileges of the Association by its members; fill vacancies in its own
membership; appoint standing or special committees of the Association
and at will change their personnel. Any officer of the Association may
be removed for cause by the affirmative vote of a majority of the
members of the Board of Trustees at a meeting thereof duly called and
held for such a purpose.
Section 4: Trustees' Meetings
The Board of Trustees shall
meet at least semi-annually. Special meetings of the Board of Trustees
and/or general membership may be called by the president upon written
request of any six (6) trustees. Six (6) trustees shall constitute a
ARTICLE III: Officers
The officers of this Association
shall be: (1) President, (2) Vice President, (3) Treasurer, and (4)
Secretary. If the ballot is mailed, it must be received at the MSA
headquarters not later than four (4) days prior to election date. Ballots
may be delivered in person at the meeting. The President and the Vice
President shall be elected for one year by ballot at the fall meeting and
may be re-elected to a second one-year term only. The Secretary and the
Treasurer shall be elected to a two-year term by ballot at the fall meeting
and may be re-elected to a second two-year term only. The Board of Trustees
may engage an individual to be designated as the Executive Director, who
will actively manage the Association's affairs. The Board will prescribe his
or her duties, salary, and authority. The said individual shall be
responsible for his/her actions only to the Board of Trustees. The person
holding such office shall not be a member of the Board and has no vote.
ARTICLE IV: Duties of Officers
Section 1: President
The President shall preside
at all meetings of members and trustees, sign all certificates of
membership, and perform generally all duties usually incident to such
office, and such other and further duties as may be from time to time
required of him by the members or trustees.
Section 2: Vice President
The Vice President shall
perform all the duties of the President in the case of the latter's
absence or disability. In case both the President and Vice President are
absent or unable to perform their duties, the members or trustees, as
the case may be, may appoint a president pro tempore.
Section 3: Secretary
The Secretary shall keep or
cause to be kept an accurate record of all transactions of the members
and trustees. He shall give or cause to be given all notices required by
law and all notices provided by the code of regulations or bylaws of the
Association. He shall keep or cause to be kept proper Secretary's book,
and shall properly record or cause to be recorded therein all minutes of
members' and trustees' meetings, and such other matters as shall be
proper and necessary. He shall issue and attest or cause to be issued
and attested all certificates of membership, and generally perform such
duties as may be required of him by the members or trustees. At the
expiration of his term of office he shall deliver all books, papers and
property of the association in his hands to the President, or to his
Section 4: Treasurer
The Treasurer shall safely
keep or cause to be kept all monies belonging to the Association, and
the same shall be disbursed under the direction of and to the
satisfaction of the Board of Trustees. Proper vouchers shall be taken
for all such disbursements. It shall be his duty or that of his agent to
keep an accurate account of the finances of the Association on the books
of the Association prepared and furnished for that purpose, and all
books shall be open for inspection and examination by the Board of
Trustees or any committee of the members appointed for that purpose. He
shall render or cause to be rendered an account of the standing of the
Association at the annual meeting of the members and at such other times
as the Board of Trustees may require. He shall perform or cause to be
performed all such other and further duties as may be required of him by
the President or Board of Trustees. At the expiration of his term of
office he shall deliver all monies, property and rights of the
Association in his hands to his successor in office or to the President.
ARTICLE V: Committees
Section 1: Executive
An Executive Committee,
consisting of the President, who shall be chairman, the Vice President,
the Secretary and the Treasurer, shall have the power to act for the
Board of Trustees when the Board is not in session. This committee shall
meet whenever it is deemed necessary by the Chairman. It shall have the
power to increase the total budget and/or make expenditures not to
exceed $500 without the approval of the full Board of Trustees.
Section 2: Other Committees
The President, with the
consent and approval of the Board of Trustees, may from time to time
create and appoint other and further committees and prescribe their
ARTICLE VI: Membership Privileges
Section 1: Membership
(a) Any firm, whether an
individual, partnership or corporation, shall be eligible for membership
in whichever of the following divisions of this Association is most
appropriate to the firm's type of operation.
1. Any person or firm
engaged in the manufacture, sale, erection or maintenance of
signs and outdoor advertising in the Midwest (Ohio, Michigan,
Indiana, Kentucky, West Virginia, Western Pennsylvania) is
eligible to become an active member of this Association.
2. Any person or firm
engaged in manufacturing and/or selling supplies to the sign and
outdoor advertising industry, any person or firm servicing
and/or promoting these industries and any organized group
outside of the sign and outdoor advertising industry
representing members whose business is dependent on the use of
signs and outdoor advertising is eligible to become an associate
member of this Association.
3. Associate members
of this Association who are sign users shall be designated
within the Association as the Midwest Sign Users Council. The
Midwest Sign Users Council shall select from their group a
Chairman and may select two Vice Chairmen, who will serve as a
committee to administer the Council. The Council shall
coordinate its activity with the Association and shall be
recognized within the Association as a standing Ad Hoc Committee
of the Association. Said Council is formed as liaison between
sign users and other regular members of the Association in order
to receive their input relating to industry need and, in turn,
to provide sign users with accessible data and serve for
furtherance of this Association's stated objectives and
(b) Applications for
membership must be made in writing on a form prescribed by the Board of
Trustees and must be accompanied by payment of full annual dues, which
would imply agreement to conform to the aims of the association. The
dues of any firm becoming a member for less than a full calendar year
will be adjusted on a quarterly basis the second year to provide for
subsequent dues billing on a calendar year basis.
Section 2: Privileges
(a) Each member shall be
entitled to one vote in the affairs of the Association. The vote shall
be cast by a duly specified individual representing the member firm who
shall be a bona fide employee of the member and whose name shall be
certified to the Executive Director of the Association. The member may,
at any time, change the individual empowered to cast its vote by
notifying the Executive Director of the Association in writing before
the next official casting of Association votes. Associate members have
full voting privileges.
(b) Members having
wholly-owned branches would be entitled to only one membership in the
Association and shall have only one vote in the conduct of Association
(c) Any duly specified and
certified representative, who shall be a bona fide employee of a member,
shall be eligible to serve on the Board of Directors. Associate members
may hold any office except President or Vice President.
(d) Members shall be entitled
1. All benefits
resulting from activities or any program in which the
Association is included.
2. All such
assistance on legislative and technical matters which the
facilities of this Association may provide.
3. Full privilege of
displaying the Association emblem on stationery, advertising
matter and other materials or equipment.
information on the bylaws of the Association and other
regulations as they may arise.
5. Full information
on the financial status of the Association at least annually.
(e) Any member may withdraw
from the Association at any time except that such member shall be liable
for the payment of all past dues from the time of withdrawal and shall
not be entitled to the refund of any dues paid in advance.
(f) Upon satisfactory proof
of violation of the aims and purposes of this Association, or any of the
bylaws, any member may be directed by the Board of Trustees to show
cause why such member should not be expelled from the Association. After
hearing and weighing the evidence, the Board of Trustees, upon a
two-thirds vote of the board membership, shall have the right to expel
such members or take such other disciplinary action as it may desire.
(g) Any member that withdraws
or is expelled from the Association shall promptly return the
Association Membership Plaque and all Association Emblems in its
possession and shall thereafter refrain from using the Association
Emblem in any manner or making a reference that it is a member of this
Association. Failure to comply within a required period of time shall be
cause for legal action by the Association.
(h) Any former member may be
reinstated upon application and by a two-thirds affirmative vote of the
members present of the total membership of the Board of Trustees, who
shall certify the basis of reinstatement.
Section 3: Dues
The annual rate of dues shall
be as prescribed by the Board of Trustees based upon a formula as
approved by a vote of the membership. A full year's dues to be paid on
admittance and credit to be given on next year's billing for portion of
year not a member. Fiscal year runs from January I to December 31. Any
member whose dues become more than three (3) months delinquent any time
may be suspended from membership by direction of the Board of Trustees.
ARTICLE VII: Funds
All funds of the Association
shall be deposited from time to time to the credit of the Association in
such banks as the Board of Trustees may determine, and all checks issued by
the Association shall be signed by the Treasurer and/or such officers,
agents or other representatives of the Association as shall be designated by
the Board of Trustees, from time to time. All officers and employees
handling monies of the Association shall be bonded in amounts specified by
the Board of Trustees, with the cost of bonding to be borne by the
Association, by a surety company approved by the Board of Trustees.
ARTICLE VIII: Repeals and
This code of regulations may be
amended or repealed, in whole or in part, by a majority vote at any regular
meeting or special meeting, provided that any proposed change is submitted
in writing to all members no less than fourteen (14) days before the meeting
date, at which time the vote on said change is to be taken.
ARTICLE IX: Dissolution
This Association shall not be
discontinued by the members unless three-fourths of the members listed upon
the membership roll shall vote for such discontinuance in the manner
provided for amendments to these Articles. All property which may remain
after payment of (1) the just debts due City, State, Nation or Creditors,
and (2) loans advanced by members beyond the ordinary dues shall be
contributed to a charity chosen by the Association Board of Trustees.
ARTICLE X: Disputes
In the event that any dispute
shall arise as to parliamentary procedure not covered by these articles,
Robert's Rules of Order shall prevail.
The above General Code of
Regulations of the Midwest Sign Association was approved by the general
membership of said Association on February 24, 1989.
Kevin Holthaus, 1989 MSA
Cal Lutz, 1989 MSA Vice
Herb Scott, 1989 MSA