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Bylaws

ARTICLE I. NAME


The name of this organization shall be the National TUPSSO FRANCHISE OWNERS ASSOCIATION.

ARTICLE II. OBJECTIVE AND PURPOSES


The purpose of this organization shall be to provide shared leadership, by members proactively working independently and in conjunction with their business partners, TUPSSI/UPS, to maximize each member's profitability while enhancing the future value of their franchises.

ARTICLE III. MEMBERSHIP


Section 1. Members
An active member of this association shall be a The UPS Store Franchisee who has formally applied for membership, and is current in payment status of dues as determined by the National TUPSSO FOA. An active member shall also include a retired The UPS Store Franchisee that has chosen to continue membership in the association by maintaining payment of dues. Membership by retired The UPS Store owner members will include the right to vote on Association matters.

Section 2. Termination of Membership
Membership shall be automatically terminated:
(a) When a member ceases to own a The UPS Store franchise, unless continued membership is requested as allowed in section 2.
(b) For non-payment of dues and/or initiation fees.
(c) Upon voluntary resignation in writing.

Section 3. Dues
Active Members
(a) Each active member of this association shall pay dues and/or initiation fees as established by majority consensus of the Franchise Owners Association. Upon acceptance a member shall provide a credit card number to be kept on file for payment of dues. Dues will be billed once per year on January 15th. Current dues as of January 2010 shall be $250.00 per year billed annually at $250.00. Annual dues shall be paid by each The UPS Store that agrees to join the National TUPSSO Franchise Owners Association.
(b) Multiple store owners shall:
(1) receive a One Hundred Dollar discount for each additional stores dues after the first store.
(2) Have dues waived for store after one through five.

Board of Directors
Dues for Members serving on the Executive Board of Directors and Board Members at Large shall have their dues waived for the year they are in position.

Section 4. Removal
The Franchise Owners Association is authorized to expel from membership any member of this Association for good cause. "Good cause", as used in this section shall mean:
(a) Any conduct which brings the Association into public dispute, or violates the purposes for which this Association is formed.
(b) Any willful failure or refusal to abide by the Articles of Incorporation, By-laws, or Rules of the Franchise Owners Association.

The National TUPSSO FOA may, upon a simple majority vote of those present and voting at a regular meeting, remove such member from the Franchise Owners Association; provided however, that prior to any action to remove a member, he/she must be given at least fifteen days’ notice by email of the proposed action including the basis thereof; he/she must be given an opportunity to appear before the Franchise Owners Association to defend themselves; he/she must be given an opportunity to present witnesses to the Association on behalf of their defense; he/she must be given an opportunity to examine any complaining witness; and he/she must be permitted to have counsel of their choice attend and represent them before the Association.

ARTICLE IV. NATIONAL TUPSSO FOA BOARD OF DIRECTORS


Section 1. Structure and Organization

The Executive Board
The Executive Board of Directors shall consist of core positions of President, National Vice President, Eight Regional Vice-Presidents, Secretary, Treasurer, Marketing Director, Vendor Relations Director, Vendor Program Director, Corporate Plus Account Director, Special Projects Director, Technology Manager, “The Voice” Editor, Learning Academy Director, Communications Director, Benefit Program Director and Association Liaison.

Board Members at Large
Board members at large shall consist of the Directors of each of the Association Chapters.

Section 2. Powers
Subject to the limitations of these By-laws, all business conducted within the FOA Board of Directors shall be conducted using a shared leadership approach where no one member has more authority than any other member.

Section 3. Regular Meetings
The FOA Executive Board of Directors shall hold regular meetings during the calendar year at a place and time designated by its members. The Board of Directors shall conduct business of the Association as is necessary and schedule meetings for the Franchise Owners Association.

The Board Members at Large (Chapter Directors) shall provide:

(1) assistance with meeting planning, site arrangements, facilitation,
(2) a recap for each meeting for distribution in their area,
(3) Coordinate all Chapter meeting communications and activities.
(4) Act as liaison with vendor select participants for meeting participation.

Section 4. Special Meetings
A special meeting may be called by a majority of the Board of Directors for the sole purpose of the discussion of new business. Any decisions affecting all members shall be brought before the full Franchise Owners Association for approval.

Section 5. The President
The FOA President, or in his absence any executive board member or board member at large shall facilitate all national general membership meetings.

Section 6. Quorum
The presence in person of a majority of the total membership at an Association meeting, or a majority of the Board of Directors at a Board of Directors meeting, shall constitute a quorum for the transaction of business at any regular or special meeting.

Section 7. Notice
Notice of a regular or special meeting of the membership or Board of Directors shall be emailed by the Communication Director to each member at his/her email address as shown on the Association’s records within ample time of such meeting.

ARTICLE V. BOARD OF DIRECTORS: OFFICERS



Section 1. Number, Term and Election
The Executive Board of Directors shall be the President, National Vice President, Eight Regional Vice-Presidents, Secretary, and Treasurer, each of which shall be elected for a term of one year commencing at the close of the calendar year. These positions shall be elected by the membership. The Executive Board shall also include the Directors of Marketing, Vendor Relations, Vendor Programs, Corporate Plus Accounts and Special Projects each of which shall be voluntary for a term of one year commencing at the close of the calendar year. Technology Manager, “The Voice” Editor, Learning Academy Director, Communications Director, Benefits Program Director, and Association Liaison shall be members of the Executive Board of Directors. All Chapter Directors shall be Board Members at Large.

Board member positions shall be filled by current members in good standing or store operators operating member stores for absentee owners.

Section 2. Vacancies and Removal
A vacancy in any Board of Directors Position because of death, resignation, removal, disqualification, or otherwise, shall be filled by majority vote of the Association Members present and voting at the next regular meeting. A Director of the Board may be removed from his/her position upon the vote of majority of the Franchise Owners Association, provided however, that at least fifteen days before the meeting of the Franchise Owners Association, email notice is given to all active members of the intended action of removal. The panel member intended for removal shall be allowed to address the Franchise Owners Association at said meeting in his defense before a vote is taken.

Section 3. President
The President shall act on behalf of the Franchise Owners Association to promote shared leadership, and the goals and objectives of the Association. He/she shall facilitate meetings, coordinate the business of the Board of Directors, function as a liaison with other franchise owners organizations and encourage the development of programs and services to benefit the membership through group involvement (i.e. franchise enhancement programs, special events, insurance benefits, etc.). The President shall assist The Association Liaison communicating with UPS/MBE Management including Area Franchise Management. The President shall author an article for each edition of The Voice – “Presidents Message”

Section 4. National Vice President
(a) The National Vice President shall assist The Association President acting on behalf of the Franchise Owners Association to promote shared leadership, and the goals and objectives of the Association. He/she shall facilitate meetings, help coordinate the business of the Board of Directors, and encourage the development of programs and services to benefit the membership through group involvement (i.e. franchise enhancement programs, special events, insurance benefits, etc.). The National Vice President shall assist The Association Liaison communicating with UPS/MBE Management including Area Franchise Management. The National Vice President shall author an article for each edition of The Voice – “National Vice President Speaks” The National Vice President shall author a minimum of two pod casts for The Association’ Techno Cast per year. The National Vice President shall be the individual that will fill the position of President should the current president no longer hold the position.

Section 5. Regional Vice Presidents
The Regional Vice Presidents shall:
(a) A Regional Vice President shall be elected by the members for each region corresponding with the map referred to at the end of these by laws.
(b) The Vice President shall act in the absence of the President as directed in Section 3.
(c) Shall help assist administrate the Member Benefits / Services program for their region
(d) Shall help assist administrate the Members Choice Benefit of the Members Benefits /Services Program.
(e) Shall help facilitate local general membership meetings in their region.
(f) Attend and contribute to board meetings and agenda
(g) Author a minimum of two articles for The Voice – Vice Presidents Perspective, each year.
(h) Author a minimum of two pod casts for The Association’ Techno Cast

Section 6. The Secretary
The Secretary shall:
(a) Establish and maintain appropriate Association records and files.
(b) Work with the Treasurer to establish and maintain a register of all Association members.
(c) Keep a Record of the Minutes of the proceedings of all Executive Board meetings.
(d) Attend and contribute to board meetings and agenda
(e) Author a minimum of two articles for The Voice each year.
(f) Author a minimum of two pod casts for The Association’ Techno Cast

Section 7. The Treasurer
The Treasurer shall:
(a) Administer/oversee all accounting functions of the Association
(b) Administer/oversee the financial aspects of all benefit programs (Health Insurance, Dental Insurance, Workers compensation, Business Insurance)
(c) Administer/oversee all bank accounts in conjunction with The Association’s Accountant. Checks shall be signed by the President and the Treasurer. In the event of a Vacancy in office checks may be co-signed by the Secretary until an election shall fill the vacancy at the next regular meeting.
(d) Assist the secretary providing a membership list reflecting members in good standing,
(e) Make regular reports to the Association at general meetings.
(f) Attend and contribute to board meetings and agenda
(g) Author a minimum of two articles for The Voice each year.
(h) Author a minimum of two pod casts for The Association’ Techno Cast

Section 8. The Marketing Director
The Marketing Director shall:
(a) Work to develop new and existing programs to maximize each member's profitability while enhancing the future value of TUPSS franchise.
(b) Work on behalf of the Association to develop marketing solutions, improvements, and recommendations to UPS/MBE.
(c) Make regular reports to the Association at general membership meetings and through “The Voice”
(d) Attend and contribute to board meetings and agenda
(e) Author a minimum of two articles for The Voice each year.
(f) Author a minimum of two pod casts for The Association’ Techno Cast

Section 9. Vendor Relations Director
The Vendor Relation Director Shall:
(a) Assist with all Vendor Contacts
(b) Work on behalf of the Association to develop solutions, improvements, and recommendations to UPS/MBE assisting with communications with UPS/MBE concerning all Vendor Relation Issues
(c) Shall notify vendors that wish to address the membership at one of the regular meetings of the procedure and costs for attendance at the meeting. Current Vendor fees to address the membership shall be established by the Executive Board. These fees shall be reviewed by the board annually.
(d) Make reports to the Association at general membership meetings and through “The Voice”
(e) Attend and contribute to board meetings and agenda
(f) Author a minimum of two articles for The Voice each year.
(g) Author a minimum of two pod casts for The Association’ Techno Cast

Section 10. Corporate Plus Account Director
The Corporate Plus Account Director Shall:
(a) Assist with all Vendor Contacts
(b) Work on behalf of the Association to develop national Corporate Plus Accounts that will promote national Corporate Plus Accounts employees/agents to use products and services provided by participating member stores.
(c) Make reports to the Association at general membership meetings and through “The Voice”
(d) Attend and contribute to board meetings and agenda
(e) Author a minimum of two articles for The Voice each year.
(f) Author a minimum of two pod casts for The Association’ Techno Cast

Section 11. Vendor Program Director
The Vendor Program Director Shall:
(a) Assist the Vendor Relations Director with all Vendor Communications
(b) Work with Association Vendor Select Partners with all communication opportunities to the membership.
(c) Work with Association Vendor Select Participants about Association Advertising opportunities the Vendor Select Program.
(d) Work with the Benefits Director to help administer the Vendor Select Participation in the Members Choice Program.
(e) Make reports to the Association at general membership meetings and through “The Voice”
(f) Attend and contribute to board meetings and agenda
(g) Author a minimum of two articles for The Voice each year.
(h) Shall be responsible for and work with the editor of The Voice for the production of Marketplace Plus
(i) Author a minimum of two pod casts for The Association’ Techno Cast

“Marketplace Plus” Editor shall:
(a) Organize and maintain, “Marketplace Plus”
(b) provide content and distribution assistance,
(c) solicit franchisees to help with Vendor Select support with the publication,
(d) be responsible for the content, structure and approval for all facets of the publication.
(e) Communicate with the Vendor Relations Director, Corporate Plus Account Director, and Association Treasurer to coordinate Vendor Select Participant payment collection.

Section 12. Special Projects Director
The Special Projects Director Shall:
(a) Facilitate all meetings and coordinate the business of Special Projects addressing specific topics approved and assigned by the Association Board of Directors that will enhance store profitability
(b) Assist with the coordination of development of The Association’s reception at The UPS Store Convention.
(c) Make regular reports to the Association at general meetings and through “The Voice”
(d) Attend and contribute to board meetings and agenda
(e) Author a minimum of two articles for The Voice each year.
(f) Author a minimum of two pod casts for The Association’ Techno Cast

Section 13. Technology Manager
The Technology Manager shall:
(a) Assist with organization and maintenance of National TUPSS FOA Website.
(b) Assist with additions, deletions, and/or changes to the content of the website.
(c) Assist with determine placement of content within the website.
(d) Shall act as liaison with the website developer with additions and changes to the site structure.
(e) Shall work with “The Voice” Editor with placement of the e News Magazine on the website along with distribution of the newsletter to the email addresses provided.
(f) Attend and contribute to board meetings and agenda
(g) Assist with content for the website, including updates, meeting information, new content will be provided by board members or other franchisees. These update include but are not limited to Home Page, Calendar of Events, Meeting Minutes, Time Sensitive Materials, etc.
(h) Author a minimum of two articles for The Voice each year.
(i) Author a minimum of two pod casts for The Association’ Techno Cast

Section 14. “The Voice” Editor
“The Voice” Editor shall:
(a) Organize and maintain, “The Voice”
(b) provide content and distribution assistance,
(c) solicit franchisees to help write articles for the eNews Magazine,
(d) Be responsible for the content, structure and approval for all facets of the news magazine.
(e) Attend and contribute to board meetings and agenda
(f) Assist with all aspects of production of “Marketplace Plus”
(g) Author an article for each edition of The Voice – “Editor’s Desk”
(h) Author a minimum of two pod casts for The Association’ Techno Cast

Section 15. Learning Academy - Learning Academy Director
The Learning Academy shall provide education and training as a benefit to Association members through:
(a) The Associations Techno System; Recorded Video Tutorials, narrated program videos.
(b) Techno Clinics-live on line webinars presenting Association programs from 30 to 90 minutes.
(c) Techno Series-live on line courses presenting Association programs for 60 to 90 minutes for 3-6 weeks.
(d) Techno One to One – Individual one on one presentations between presenters and Association members.
(e) Techno Guides – quick reference guides that support Association programs.
(f) Techno Conferences – general membership meetings streamed from national to local general membership meetings.
(g) Techno Casts – Podcasts presented by Association members IE: interviews, marketing information, business articles, industry news, etc. This will be coordinated between the Learning Academy Director and The Communications Director.

Learning Academy Techno System Presenters
(a) Techno Clinic presenters shall be reimbursed $75 per session.
(b) Techno Series presenters shall be reimbursed $375 per 6 week series.
(c) Techno Series presenters shall be reimbursed $250 per 4 week series.
(d) Techno Tutorial recorders shall be reimbursed $50 per non interactive Techno Tutorial
(e) Techno Guide, step by step reference supporting the Techno System, authors shall be reimbursed $50 per stand-alone quick reference guide.

The Learning Academy Director shall:
(a) Schedule all Techno System Presentations
(b) Coordinate the design, presentation, and volunteer presenters for the Techno System.
(c) Schedule for all Techno System on line webinars.
(d) Coordinate the recording of Techno System presentations as Video Tutorials.
(e) Upload all Techno System Tutorials as part of the Association’s Cloud Service on the Association’s website working with the website programmer
(f) Work with the Communication Director for the production of The Association Techno Casts.
(g) Communicate new additions on the website on The Associations Communication Network.
(h) Attend and contribute to Executive Board meetings and agendas.
(i) Author a minimum of two articles for The Voice each year.
(j) Author a minimum of two pod casts for The Association’ Techno Cast

Section 16. Communications Director
The Communication Director shall:
(a) Oversee The Association’s Calendar of Events,
(b) Coordinate communications for association special events, meetings, and social events.
(c) Coordinate communications for membership information concerning meetings and record RSVPs.
(d) Oversee The Association Techno Cast production and facilitation.
(e) Attend and contribute to board meetings and agenda
(f) Author a minimum of two articles for The Voice each year.
(g) Author a minimum of two pod casts for The Association’ Techno Cast

Section 17. Benefit Program Director
The Benefit Program Director Shall
(a) Shall administer all Member Benefit programs developed by the Association
(b) Shall oversee the Member Benefits / Services program working with the Vice Presidents in their regions
(c) Shall directly administrate the Members Choice Benefit of the Members Benefits /Services Program
(d) Attend and contribute to board meetings and agenda
(e) Author a minimum of two articles for The Voice each year.
(f) Author a minimum of two pod casts for The Association’ Techno Cast

Section 18. Association Liaison
The Association Liaison Shall
(a) Act as the communication person between the Association and other business entities; IE. RSA, AMPC
(b) Represent the viewpoint of the Association as well as the Executive Board with all communications with other business organizations
(c) Represent The Association with all activities the national Coalition of Franchise Owners Association.
(d) Assist with all communication by and between The Association and TUPSS Inc.
(e) Attend and contribute to board meetings and agenda
(f) Author a minimum of two articles for The Voice each year.
(g) Author a minimum of two pod casts for The Association’ Techno Cast

Section 19. Chapter Directors
The Chapter Directors Shall:
(a) Provide input and guidance on all issues addressed by the Executive Board,
(b) Assist with meeting planning, site arrangements, facilitation,
(c) Generate a written recap for each meeting for distribution in their area,
(d) Coordinate all Chapter communications and activities.
(e) Author a minimum of one article for “The Voice” for each year.
(f) Act as liaison with vendor select participants in their chapter area
(g) Directors shall be reimbursed $100 for each meeting they facilitate.
(h) Contact other store owners to help grow chapter membership

Section 20. Committee Agenda or Projects
Agenda topics or projects shall be reviewed by the board to insure they meet the association mission statement and principals. These topics or projects shall be assigned by the board of directors to the appropriate committee for work. The committees shall work on the assigned topic or project and report back to the Board of Directors with the committee findings. The board of directors will determine further action.

Section 21. Limitation of Power
No Board of Directors member or Association Member shall have the power to enter into any contract, agreement, and memorandum of understanding or otherwise bind the Association in any way without the previous authorization of the Franchise Owners Association Executive Board at a regular Executive Board Association meeting and documented in the meeting minutes.

ARTICLE VI. ELECTIONS AND VOTING


Section 1. Voting
Each Active Member shall be entitled to one vote per store for matters voted on by the general membership. All actions by the membership shall be by simple majority vote of those responding via email ballot.

Section 2. Election Nominations
Notification for nominations for elected positions shall go out in the month of December for the following calendar year via email. Any Active Member may nominate another member of the Association for an elected position. Nominees shall be solicited for the following positions; President, National Vice-President, Vice-President, Secretary, and Treasurer. Once nominations are complete each nominee will be contacted to confirm acceptance of the nomination.

Section 3. Executive Board Volunteer Positions
Volunteers will also be solicited for the Executive Board of Director voluntary positions during the month of December for the following calendar year via email. These positions to include the Directors of Marketing ; Vendor Relations Director; Vendor Program Director; Corporate Plus Account Director; Special Projects Director; Technology Director; “The Voice” Editor; Learning Academy Director, and Communications Director. Should there be more than one volunteer for any of the voluntary Executive Board Director position a simple majority vote of the membership will be taken.

Section 4. Election Procedure
Ballots with confirmed nominees will go out to all via email to all Active Members on or about January 10th. Ballots must be returned by January 25th to be counted. Each member may enter one vote or write in one candidate for the Executive Board Positions. Election results shall be announced to the general membership on or around the end of January.

ARTICLE VII. INDEMNIFICATION


The Association shall purchase and maintain insurance on behalf of all members for the purpose of indemnification against any liability incurred as a member of the Board of Directors.

ARTICLE VIII. AMENDMENTS


These By-laws may be altered, amended or appealed, or new By-laws may be adopted by a majority vote of the Association at a special meeting.

ARTICLE IX. CONFIDENTIALITY


All active members shall treat any information shared with /between Association members as confidential. All information deemed confidential shall not be disseminated to non-members. All requests for information shall go through the Association Secretary.

ARTICLE X. RULES OF ORDER


Meetings of the Board of Directors and General Association members shall be conducted using an informal meeting structure, facilitated by a member of the Association.

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The National TUPSSO Franchise Owners Association is made up of franchisees of The UPS Stores working together to help each other cut costs, increase sales, and make more money.

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