Association of Millwork Distributors AMD is proud of having some of the industry’s most respected professionals comprise our Executive Committee and Board of Directors. They are dedicated to strengthening the Millwork Industry and providing important resources for our members.
AMD provides excellent avenues for you to share ideas and valuable expertise with your fellow members in the Millwork Industry. You can get involved, stay current, and create lasting relationships by participating in all the opportunities available to you. Take advantage of your access to powerful educational opportunities. As a member, you have your fingertips on valuable knowledge about current topics, trends, industry standards & codes, and business fundamentals to help you develop and implement meaningful, need-based skills.
Externally, AMD is known and promoted as a leader in the Millwork Industry. Internally, AMD positions distributors, manufacturers, and manufacturer representatives as the Association’s focal point. As a member, we encourage you to take full advantage of these benefits to help improve and promote your business. Our purpose is to serve you as a member. An important part of that service is to work on your behalf in Washington, D.C. AMD leverages its affiliation with the National Association of Wholesale-Distributors (NAW) and the U.S. Chamber of Commerce to promote our members’ position in the marketplace.

Association of Millwork Distributors
 serving the window, door, and millwork industries

ASSOCIATION OF MILLWORK DISTRIBUTORS
BY-LAWS (revised 11/2007)

pdf version

ARTICLE I
NAME AND LOCATION

SECTION 1. The name of the association shall be ASSOCIATION OF MILLWORK DISTRIBUTORS. Whenever used in these By-laws, the word “Association” or the acronym “AMD” shall mean the Association of Millwork Distributors.

SECTION 2. The corporate office of the Association shall be in Memphis, Tennessee.

SECTION 3. The executive office of the Association shall be located in New Port Richey, County
of Pasco, State of Florida.

ARTICLE II
OBJECTIVES OF THE ASSOCIATION

SECTION 1. The objectives for which this Association is formed are as follows:

A. To promote the use and increase the consumption of stock millwork and related building products, including such new products as from time to time become identified with millwork distribution, and to advocate and promote the sale of such products through millwork distributors.

B. To perform such functions which promote and provide leadership, education, promotion, networking and advocacy to, and for, the welfare of the millwork distribution industry and the membership.

ARTICLE III
MEMBERSHIP

SECTION 1. Types of Membership.
The membership of the Association shall consist of Distributors and Associate Members.

SECTION 2. Distributor Membership.
Any person, firm, division or entity, is eligible to become a Distributor Member if the applicant is being engaged in the value added bona fide distribution of
millwork related building products for at least one year prior to application for membership, and
meets all of the following criteria:

A. The applicant or member must be recognized as a person, firm, division or entity performing a bona fide sales function by representative buyers and sellers of millwork and related products in its trading area.

B. The applicant or member must maintain a full time sales organization who is actively and regularly engaged in soliciting millwork sales.

C. The applicant or member must maintain an adequately staffed and equipped office and warehouse of sufficient size to permit the maintenance of an inventory to adequately satisfy customers and potential customers and which is continuously open to customers during normal business hours.

D. The applicant or member must own or otherwise have readily available delivery vehicles in sufficient quantity to adequately service its customers and potential customers at all reasonable times.

E. The applicant or member must purchase millwork and related products in carloads, truckloads or related bulk quantities in order to maintain an inventory of such product large enough to adequately serve its customers and potential customers.

F. The applicant or member must periodically prepare and distribute to its customers and potential customers a stock list, price list or catalog covering millwork and related products available for sale or provide price quotations to customers.

G. The applicant or member must invoice and assume full credit responsibility in connection with its sales.

SECTION 3. Application For Membership.

A. All applicants desiring to become members shall make written application using a membership form supplied by the Association. The Chief Executive Officer of the Association shall certify on the application that the applicant meets the requirements of the By-laws and provided such complete information as is required by the application form. Completed applications shall be submitted to the Membership Committee and Board of Directors for consideration. Neither the
receipt of the application, nor the deposit in a bank of the dues payment, shall constitute acceptance as a member of the Association. If there are no facts shown as to the applicant not qualifying for membership under the By-laws, then the applicant shall become a member.

B. In order for a Distributor Member to be accepted for membership in the Association subsequent to the approval of the application, all millwork business locations (branches or otherwise) of the prospective member shall be part of the Association Membership and pay the appropriate dues. Thereafter, unless the Chief Executive Officer determines consistent with Section 11 of this Article that one or more locations are not part of the millwork industry, all locations must be part of the membership.

C. Applicants that do not meet the criteria for membership will be notified and any monies will be refunded.

SECTION 4. Continuing Membership.
Current members shall each year certify to the Association that they continue to qualify for membership in accordance with these By-laws.

SECTION 5. Associate Member.
Any persons, firms or entities are eligible to become an Associate Member if the applicant qualifies as a Manufacturer, Manufacturer Representative, or Service Vendor, as those terms are defined below.

Manufacturer Member is any persons, firms or entities engaged in the manufacturing and selling
of millwork related products to distributor members or importers of millwork who manufacture
and/or sell to distribution.

Manufacturer Representative is any person firm or entities that sell for and markets millwork
products for various manufacturers.

Service Vendor is any business entity which sells or provides, or seeks to sell or provide, business products or services to various areas of distribution. Service companies may be comprised of but not limited to logistic and support firms that provide products; such as, software programs, material handling equipment, production machinery and recruiters.

SECTION 6. Additional Locations.
In order for an Associate Member to be accepted for membership in the Association, only one millwork business location of the prospective Associate Member shall be part of the Association membership and pay the appropriate dues. Any additional locations will be assessed the full dues for Associate Membership.

SECTION 7. Application Approval.
All Associate Member applications shall be subject to approval by the Membership Committee and the Board of Directors and as stated in Section 3 A and C of this article.

SECTION 8. Dues and Privileges.
The annual dues and the rights, privileges and responsibilities of Associate Membership shall be established by the Board of Directors. An Associate Member shall be entitled to hold the office of Associate Vice President in the Association or serve as a member of the Board of Directors, but not share in the treasury surplus or the distribution of assets of the Association.

SECTION 9. Resignation.
All memberships shall be for a minimum period of one year. Thereafter, any member shall have the right to withdraw from the Association by giving thirty days' written notice to the Association. The withdrawal shall become effective upon the expiration of the notice, but such resignation shall not relieve the obligation to pay any dues accrued and unpaid, and any assessments theretofore levied and unpaid, or to pay any obligations to the Association which arose out of acts of the Association performed prior to acceptance of the resignation.

SECTION 10. Termination.
Membership in the Association shall cease and terminate in the event that a member ceases to meet the criteria for membership applicable to that member’s membership category.

SECTION 11. Expulsion.
Any member who shall have made a false statement in the application
of membership, who fails to adhere to these By-laws or the rules and regulations of the Association or whose conduct shall have been found by the Board of Directors to be prejudicial to the welfare, interest or character of the Association, may be censured, suspended or expelled from membership by the Board of Directors. No termination shall be effected without due notice to the member and an opportunity for said member to appear before the Executive Committee and be heard at a meeting considering the termination.

In the event that a Distributor Member has multiple business locations (branches, divisions, or otherwise) and one or more of said multiple business locations ceases to qualify for membership, the Chief Executive Officer may only terminate or modify the membership of the location(s) that no longer qualifies for membership.

SECTION 12. Reclassification of Membership.
In the event that a Distributor Member or Associate Member ceases to qualify as a member or change its classification of membership under these By-laws, the Chief Executive Officer may request the member reclassify their membership by reapplying for membership under the appropriate category as a new member.

SECTION 13. Voting Rights and Privileges.
Each Distributor Member Company’s designated home office entity shall be entitled to one vote on each matter submitted to the vote of the membership of the Association. Branch warehouses or divisions of Distributor Member entities may be enrolled in the Association as separate members and shall have the rights and privileges of membership, except the right to vote. The Associate Member shall have the rights and privileges of the membership, except for the right to vote at the Annual Meeting or Special Meetings.

SECTION 14. Member-At-Large.
The Association has established a category of membership, Member-At-Large, for individuals who were formerly employed by a member and who served at the committee level or higher and who do not qualify in any other membership category. Renewal on an annual basis with membership committee approval. A Member-At-Large shall have the rights and privileges of the membership, except for the right to vote.

ARTICLE IV
DUES

The dues of the Association shall be fixed in such manner as may be directed by the Board of
Directors. Failure to pay dues in a timely manner negates membership in the Association as per
accepted policy.

ARTICLE V
MEETINGS

SECTION 1. Annual Meeting.
The annual meeting of the Association shall be held once in each fiscal year, normally to coincide with the annual convention of the Association.

SECTION 2. The place and time of the annual meeting shall be established by the Board of
Directors.

SECTION 3. The matters to be considered at such meetings shall be as follows:

A. Report of the President.
B. Report of the Chief Executive Officer.
C. Report of the Treasurer.
D. Report of Legal Counsel.
E. Report of Committee Chairpersons.
F. Election of new Directors.
G. Consideration of matters required to be presented to the membership meeting by these By-laws.

SECTION 4. Special Meetings.
Special meetings of the membership of the Association shall be held in the event of any of the following:

A. At the call of the President.
B. At the request of a majority of the members of the Board of Directors.
C. At the request of 25% of the voting Distributor Members of the Association.
D. The time and place of the special meeting shall be fixed by the Board of Directors.

SECTION 5. Notice of Meeting.
Notice of the time and place of the annual meeting or any special meeting of the Association shall be given to the membership at least thirty days prior to said meeting.

SECTION 6. Quorum.
At any meeting of the members of the Association, one-third of the Distributor Member entities holding membership in the Association shall constitute a quorum.

Attendance at an annual convention in conjunction with the holding of a regular or special
meeting of the membership shall constitute attendance at the meeting for the purposes of a
quorum.

SECTION 7. Voting.
Each Distributor Member Company's designated home office entity shall be entitled to one vote on each matter submitted to the vote of the membership of the Association. Branch warehouses or divisions of Member entities, do not have voting privileges.

ARTICLE VI
FISCAL YEAR

The Association's fiscal year shall begin on January 1st of each calendar year and shall end on
December 31st of each calendar year. The Treasurer shall prepare a report for the first quarter
Board of Directors meeting and for the annual meeting stating the condition of the membership,
finances of the Association, and other information of interest to the membership.

ARTICLE VII
OFFICERS

SECTION 1. Officers.
The officers of the Association who shall be members, shall be a President, First Vice President, Second Vice President, Treasurer, Chief Executive Officer- Secretary, Associate Vice President, and Immediate Past President, all of whom shall serve without compensation, with the exception of the Chief Executive Officer.

SECTION 2. Election and Tenure.
The President, First Vice President, Second Vice President, Treasurer, Associate Vice President and Immediate Past President shall be elected officers, and shall be elected by the Board of Directors, at the meeting of the Board of Directors that immediately follows the annual meeting of the membership, in the manner provided in the Bylaws. Such officers shall hold office for a period of one (1) year or until their successors are elected and qualified; with the exception of the Treasurer who shall hold office up to four (4) consecutive years; and the Associate Vice President who shall hold office up to two (2) years as this office does not allow for further rotation through the Chair positions. Officers may succeed themselves but must be duly elected to do so.

SECTION 3. President.
It shall be the duty of the President to preside at all meetings of the Association and the Board of Directors and to appoint all committees and to perform such other duties that may be required of him by these By-laws or by the Board of Directors.

SECTION 4. First Vice President.
It shall be the duty of the First Vice President to be chairman of the Annual Convention Program Committee, as well as to perform the duties of the President in the absence or inability of the President to act in the unexpired portion of the term. He shall also assume such other responsibilities as may be determined by the Board of Directors.

SECTION 5. Second Vice President.
It shall be the duty of the Second Vice President to serve on the Convention Program Committee and to act as ex officio chairman of all other committees, as well as coordinating the activities of the committees and their chair. The Second Vice President shall also perform the duties of the President in the absence or inability of the President and the First Vice President to act in the unexpired portion of the term. He shall assume such other responsibilities as may be determined by the Board of Directors.

SECTION 6. Secretary.
It shall be the duty of the Secretary to keep minutes of all meetings of the Association and the Board of Directors and to subscribe the name of the Secretary to such legal and other documents as may be necessary. The Secretary shall assume such other responsibilities as may be determined by the Board of Directors. The Secretary's position shall be filled by the Chief Executive Officer.

SECTION 7. Treasurer.
It shall be the duty of the Treasurer to be a member or chairman of the Finance Committee, as well as to review and be informed about the collection, receipt and custody of all monies and securities of the Association, to review and be informed of all disbursements as authorized by the Board of Directors as well as reviewing and being informed of the correct record of all receipts and disbursements. The Treasurer shall make any reports relative thereto to the President and to the Board of Directors as often as they shall require. If authorized by the Board of Directors, he shall sign or countersign checks and other instruments of the Association. The Treasurer may serve up to four (4) consecutive years.

SECTION 8. Associate Vice President.
This position is to be filled by an Associate Member.
The Associate Vice President may be assigned a respective committee and may be asked to
chair the committee. The Associate Vice President may serve up to two (2) years as Associate
Vice President and has board voting privileges; however, this position does not allow for further
rotation through the Chair positions.

SECTION 9. Immediate Past President.
It shall be the duty of the Immediate Past President to serve as an advisor and consultant to the President and Board members upon request. The Immediate Past President shall continue to remain active in committee work by serving as chair of the Nominating Committee and any other committee as determined by the President.

SECTION 10. Chief Executive Officer.
The Chief Executive Officer shall be employed by the Board of Directors for and on behalf of the Association. The Chief Executive Officer shall oversee the Association operations on a day to day basis. The Chief Executive Officer shall perform the duties normally attendant to such a position, as well as such other duties as may be negotiated between the Chief Executive Officer and the Board of Directors at the time of the Chief Executive Officer’s employment, or any renewal thereof.

ARTICLE VIII
BOARD OF DIRECTORS

SECTION 1. Powers.
The Board of Directors shall establish the policies for the Association, decide and determine matters properly brought before it, advise the officers of the Association, perform such acts as are set forth in these By-laws and do all acts necessary and desirable in the conduct of the Association business consistent with these By-laws.

SECTION 2. Composition.
The Board of Directors shall consist of not less than 21 nor more than 36 members and shall be elected by majority vote of the members present at the annual meeting of the membership. The newly elected Board of Directors shall take office immediately following their election. Only one employee of a Distributor Member entity may serve in that capacity at any one time as a director or officer. Up to two Associate Members may serve as directors on the board with board voting privileges in the board meetings. Only one employee of an Associate Member entity may serve in that capacity at any one time as a director or officer. All elected officers of the Association and the Immediate Past President of the Association shall be ex officio members of the Board of Directors and entitled to vote. No elected officer and no Director shall receive any salary or compensation for any services as such.

SECTION 3. Term.
The Distributor members of the Board of Directors shall hold office for three years, with one third or less of the members of the Board to be newly elected each year. The Associate Members of the Board of Directors shall hold office for up to a three year term. Each Director shall hold office until a successor is elected or qualified.

SECTION 4. Board Meeting.
A regular meeting of the Board of Directors shall be held at the time of the annual meeting of the Association, at which time the elected officers of the Association shall be elected by the Board of Directors. Other meetings of the Board of Directors shall be held at such times and places as the Board may determine or upon call of the President. Written notices of such meetings shall be mailed to the members at least thirty days prior to such meeting.

SECTION 5. Quorum.
One-third of the members of the Board shall constitute a quorum for the transaction of business. No determination of the Board shall be effective unless made with the affirmative vote of the majority in the number of those present at any meeting at which a quorum is present.

SECTION 6. Action Without Meeting.
Any action required of the Board of Directors may be
taken without a formal meeting of such Board if written consent thereto, and approval thereof,
setting forth the action so taken, shall be signed by a majority of all the Directors, provided such
proposed action is submitted in writing to all the Directors.

SECTION 7. Absence.
Should any Director absent himself from three consecutive meetings of the Board, a majority of the remaining Directors may, at said third meeting or the next succeeding meeting, remove said Director from office.

SECTION 8. Vacancies.
Any vacancies that may occur on the Board by reason of death, resignation or otherwise may be filled by the Board of Directors for the unexpired term. If in the judgment of the Board of Directors it is deemed advisable to elect a Director or Directors by mail ballot, the Chief Executive Officer, on authorization of the Board, shall submit a mail ballot to the members of the Board. At least thirty days written notice shall be given of the closing time of any such mail ballot, and a majority of the written ballots cast within the closing time shall prevail.

ARTICLE IX
COMMITTEES

SECTION 1. Executive Committee.
The Association shall have an executive committee which shall consist of the President, First Vice President, Second Vice President, Treasurer, Chief Executive Officer, Secretary, Associate Vice President and Immediate Past President. Each of the elected officers shall hold office as directed in Article VII, Section 2. The Executive Committee is prohibited from acting for the Board only on such matters which the Board may reserve unto itself, in advance, or which may similarly be expressly reserved to the Board by the By-laws. Meetings of the Executive Committee may be called by or at the request of the President. The person or persons authorized to call meetings may fix any place as the place for holding such meeting. Any meeting of the Executive Committee or other committees may be held and action taken through the use of conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with each other. Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting, if consent in writing, setting forth the action so taken, shall be signed by all the members entitled to vote with respect to such action. The Executive Committee shall act as an advisory body to the Chief Executive Officer, instructing and counseling with him/her in all policy
matters of the Association as may be reasonably necessary in order to carry out the duties and
obligations required by these By-laws, or those which cannot be properly deferred to a regular
meeting of the Board.

SECTION 2. Membership Committee.
The President shall appoint a membership committee whose duties shall be to encourage membership in the Association by qualified applicants and carry out those functions as required and directed by Article III of these By-laws. No member of the Executive Committee shall also serve on the Membership Committee.

SECTION 3. Nominating Committee.
The President may appoint a nominating committee whose duty it shall be to recommend nominations for the Board of Directors and officers except the Immediate Past President. The Nominating Committee shall be comprised of up to seven (7) members consisting of the Immediate Past President, who will chair the committee, former President, before the Immediate Past President and who continues to be a member, and up to five (5) additional committee members designated by the President. It is understood that the Nominating Committee participate and have a complete understanding of the needs of the association and the value of membership. It is therefore recommended that the Nominating Committee consider candidates who are an active member and possesses experience in the important areas of the organization.

SECTION 4. Other Committees.
The President shall and may create and appoint such other standing and special committees as are necessary and advisable in the conduct of the Association business. The Board of Directors shall have the power to also create Committees of the Association; to define and limit their functions; prescribe the procedure for such Committee; and to discharge or terminate any such Committee.

SECTION 5. Quorum.
A majority of the members on any Committee shall constitute a quorum, unless otherwise provided by the Board of Directors. The act of a majority of the Committee members shall be that act of the Committee.

SECTION 6. Compensation.
No committee member shall be entitled to compensation for any services.

ARTICLE X
MERGER OR CONSOLIDATION

SECTION 1. The Association may effect a merger, consolidation or other joiner with another
lawfully constituted association or other organization whenever, in the judgment of the Board of
Directors and the membership of the Association, such action becomes advisable or advantageous in serving the best interests of the membership of the Association.

SECTION 2. Any merger, consolidation or other joiner shall be binding on the Association only
after approval by a majority of the Board of Directors present at a meeting called for such purpose
and ratified by a two-thirds majority of the members of the Association voting at a meeting of the
membership or by proxy vote in writing by mail.

ARTICLE XI
AMENDMENTS

SECTION 1. Amendments of these By-laws may be made with the approval of the Board of
Directors and the affirmative vote of the majority of votes cast by Distributor Members, provided
that a quorum of Distributor Members casts votes.