BY-LAWS OF THE RETAIL DEALER CONSUMER ELECTRONICS ASSOCIATION, THE RDCEA

ARTICLE I
Name

The name of the association shall be the RETAIL DEALER CONSUMER ELECTRONICS ASSOCIATION, commonly doing business as the RDCEA.

It is registered in and under the laws of the state of Maryland, United States of America.

ARTICLE II
Purpose

The purpose of this association shall be to bring into membership, ethical and credible retailers and suppliers of Consumer Electronics for the purpose of the sharing of; ideas, product information and business strategies. The association will utilize its membership for the purpose of leveraged buying power with select suppliers of Consumer Electronic related products.

ARTICLE III
Membership Types

The definition of “Retail Member, Member” of this association shall be independently owned firms active in part or in full in the retail of Consumer Electronics related products. Member qualification shall also require payment of the full amount of dues related to this membership. These firms need to be reputable retailers in their communities and financially sound. The "Advisory Board of Directors" of the RDCEA reserves the right to deny membership to applicants at their discretion based on but not limited to reasons such as: corporate ownership, lack of a credible retail facility including a respectable inventory, poor credit and poor reputation in the community and/or industry.

• The association has two levels of "Retail Membership", being "RDCEA" and "Plug & Play Domain".

  • "RDCEA Membership" includes participation in the RDCEA Members Forums and access to all RDCEA participating Vendors and their offerings. Active RDCEA members can display the RDCEA logo and participate in all RDCEA sponsored programs.

  • "Plug & Play Domain Membership" shall require that a licensing agreement be signed and in force for participation. There are two types of licensing agreements defined in general as follows. The full terms shall be defined in the formal licensing agreements.

    • "Plug & Play Domain Retailer Licensing Agreement" will permit the retailer to purchase and market Plug & Play Domain products and retail such within the confines of the retailers business location.
      
      The display of Plug & Play Domain product and  Plug & Play Domain signage shall be limited to the inside confines of the retailers business location. No Plug & Play Domain signage or product can be placed in such a way as to be immediately visible to the general public from outside the confines of the business location. Such as, but not limited to the display of Plug & Play Domain signage or product directly in a window location, making these immediately visible from outside to the general public, or the advertisement of Plug & Play Domain product by any means outside the confines of the business location.
      
      This agreement shall allow the retailer to be known in the market place as a "Plug & Play Domain Retailer".
      
      This agreement is meant simply to allow a retailer to purchase   Plug & Play Domain product and retail such products from the confines of the retail business location.
      

    • "Plug & Play Domain Associate Licensing Agreement" will permit the retailer to purchase and market Plug & Play Domain products and market the same in any manor that does not degrade the RDCEA "Plug & Play Domain" image.
      
      This agreement permits the member to display the "Plug & play Domain" signage outside the retail location. This will permit the use of the RDCEA trade name "Plug & Play Domain" in all advertisements and to be known in the market place as a "Plug & Play Domain Associate".
      
      The formal agreement shall define a retail market location, thus also limit the number of such associates, to one, in a retail market defined further and specifically in the formal license agreement. The purpose of this is to protect the "Plug & Play Domain Associate" from overlapping competition among the "Plug & Play Domain" retail locations.

 

The definition of “Vendor Member, Member” of this association shall be firms engaged in the wholesale or distribution of Consumer Electronics related products and or provide a retail service or retail service products. Member qualification shall also require payment of the full amount of dues related to this membership. These firms need to be reputable in the Consumer Electronics community and financially sound. The "Advisory Board of Directors" of the RDCEA reserves the right to deny membership to applicants at their discretion based on, if applicable, but not limited to reasons such as: lack of a credible wholesale facility, the lack of having a respectable inventory, poor credit and poor reputation in the community and/or industry.

ARTICLE IV
Dues & Requirements

Dues shall be paid based on the desired participation of the individual firm. Dues will be due upon acceptance of membership by the "Advisory Board of Directors".

All members must comply with the requirements of membership and agree to follow all By-Laws of the RDCEA as they are currently contained here in or as may at anytime be amended.

ARTICLE V
Removal of Members

Members may be suspended for any period of time or may be suspended permanently from the membership hereof for bad conduct. Bad conduct shall be defined as but not limited to; failure to fulfill the requirements of membership and/or actions detrimental to the welfare of all members. The "Advisory Board of Directors" is responsible for all decisions concerning membership and the removal thereof.

ARTICLE VI
Advisory Board of Directors

The Advisory Board of Directors, as herein constituted, shall provide management advice as to the affairs of the association and report to the "Association President" as to their findings on all matters concerning the association.

The "Advisory Board of Directors" shall consist of 3 permanent members and 4 at large members made up of 2 "Retail Members" and 2 "Vendor Members" which shall be appointed from those members that would like to participate.

The term of service for appointed "Advisory Board of Directors" shall be for a period of 1 year. The appointed "Advisory Board of Directors" must be members of good standing with the RDCEA.

The "Chairman of the Board" is granted the authority to remove appointed "Advisory Board of Director" members for reasons such as but not limited to: lack of members participation or their inability to work in the best interests of the RDCEA.

ARTICLE VII
Advisory Board of Director Meetings

The "Chairman of the Board" will preside at all meetings and will have the authority to call special meetings when in his or her opinion, it seems necessary for the welfare of the association.

Meetings may be held using any current technology as deemed appropriate by the "Chairman of the Board". Meetings may be held via, but not limited to conference calling and or via on-line web technologies. 

The number of attending directors shall constitute a quorum.

ARTICLE VIII
Association Officers

ASSOCIATION PRESIDENT: This is a non elective office and shall be filled as deemed appropriate by the RDCEA and the permanent members of the RDCEA.

The "Association President" shall assume the duties of the Chairman of the Board of this Association and shall have the usual powers of a president as outlined in “Robert’s Rules of Order,” and shall, in addition thereto, have the following powers:

He or she shall speak publicly for the Association and shall be the Presiding Officer of the General Membership Body meetings, and shall also preside over meetings of the Advisory Board of Directors. He or she shall fill vacancies occurring on the Advisory Board of Directors, by appointment.

CHIEF ASSOCIATION OFFICER: This is a non elective office and shall be filled as deemed appropriate by the current "Association President". The "CAO" is responsible for appointing the Treasurer and appointing all positions necessary for the day to day operations of the RDCEA. The "CAO" shall manage the day to day affairs of the association, based on the needs of the Association and recommendations of the Advisory Board of Directors.

RECORDING SECRETARY: The Secretary shall keep the minutes of all meetings and of all meetings of the Advisory Board of Directors, and shall give notice of all meetings as directed by the Chairman, and shall perform such duties as may be assigned to him or her by the Advisory Board of Directors.

TREASURER: The Treasurer shall present an accounting of all Association funds at all RDCEA permanent member meetings and shall keep all books of accounts and records of the association according to accepted accounting practices. The Treasurer shall review the bank reconciliation statements on a monthly basis. He or she shall disburse all monies as directed by the Chief Association Officer.

ARTICLE IX
Committees

The Chairman of the Board shall have the power to appoint Standing Committees and Special Committees, and shall also have the power to disband Standing Committees when good cause is shown. The Chairman of the Board shall also serve as an Ex-Officio Member of any Standing or Special Committee at any time and for whatever length of time desired, and shall have a voice and vote thereof, except that the Chairman of the Board shall not be Chairman of any Committee.

ARTICLE X
Grant of Copyrights for Submitted Material

All content submitted for inclusion to any website owned by the RDCEA or simply provided to the RDCEA for general use shall be made the sole property, for it's inclusion or general use, of the RDCEA. A release of ownership or copyrights for such use is here now granted by any member submitting such material.

It is also an agreement here that any submission of such material also include the members acknowledgement that they own or have been granted the needed copyrights to the submitted material and the power to grant the RDCEA the required copyrights for display or use of such materials.

The member submitting such materials shall be held liable and assume all liabilities as they pertain to the copyright laws of the United States of America. Thus the member also agrees to hold the RDCEA harmless to any copyright infringements as they pertain to the copyright laws of the United States of America and that the member submitting such material shall pay all legal fees should legal action be taken against the RDCEA regarding any copyright infringement for submitted materials.

ARTICLE XI
Release of Liability

Members agree to not hold the RDCEA, any association member, employee, partner or associate liable for any damages that may arise from being granted membership.

Members must agree to take no legal action against the RDCEA, any association member, employee, partner or associate for any damages that may arise from being granted membership.

ARTICLE XII
Amendments

These By-laws may be amended at any time as may be necessary for the proper operation of the RDCEA. The "Association President" shall when deemed necessary make amendments to the By-Laws and may do so under the advice given by the Advisory Board of Directors by a majority vote. 

Last revised: October 5, 2007 @ 11:30 AM Eastern Time

RDCEA