Bylaws

CTRL+P to print this page or click here to download a PDF version.

20 Group Bylaws and Code of Ethics

SECTION I – APPLICATION

These Bylaws apply to members of 20 groups established by NCM Associates, Inc. (“NCM”).

SECTION II – PURPOSE

The 20 group program is organized and operated by NCM and its authorized representatives. A 20 group is composed of non-competing businesses voluntarily and mutually associated to provide a confidential exchange of experiences, techniques, problems, and ideas at regular meetings, and to receive through the services of the 20 group program the benefit of reliable comparative data. A moderator is provided by NCM. The 20 group agrees to conduct itself in a businesslike manner and prohibit discussions and actions that adversely reflect on the integrity of any manufacturer, supplier, or other business.

SECTION III – MEMBERSHIP

Membership in most 20 groups is accorded to an active general manager, officer, or principal of a business. In groups with a special focus, the business may be represented by others such as future leaders or department managers by consent of the 20 group.

To qualify for membership, the company must:

1. Be a financially sound and reputable business.
2. Maintain current membership in their national, regional or state business association where required (currently marine and RV industries).
3. Be willing to remain in their original 20 group for a minimum of two (2) meetings before requesting transfer to another 20 group. Any member may request reassignment to another 20 group; NCM will evaluate other 20 group options available for the member to consider.

SECTION IV – MEMBERSHIP RESPONSIBILITIES

Membership in a 20 group has as its primary responsibilities:

1. Regular attendance at scheduled meetings.
2. An obligation to submit financial and statistical data in time to assure inclusion in the regularly scheduled 20 group report. No member is entitled to receive the confidential financial information of the 20 group if they have not submitted current financial information for two or more consecutive months.
3. A commitment to share knowledge and to actively participate in 20 group activities and discussions.
4. Prompt payment of all fees and financial obligations to NCM.
5. The completion of supplemental schedules and/or questionnaires distributed to develop guidelines and comparative financial composites.
6. Not to recruit or hire employees from other members within the 20 group. This is strictly prohibited and is grounds for dismissal from the 20 group.
7. Support efforts to keep a minimum agreed-upon number of members in their 20 group at all times. It is understood and agreed that if the number of members is less than the agreed-upon minimum, NCM will have the option to increase the membership fee for that 20 group accordingly.

SECTION V – MEMBER PLACEMENT

An applicant is first considered for any appropriate opening in existing 20 groups. NCM shall review the appropriateness of any applicant’s placement and advise the applicant of their placement. A prospective Member Candidate may be allowed to attend one meeting subject to PRIOR approval of the membership. If there is no appropriate opening in existing 20 groups, the applicant will be placed on a waiting list and kept informed regarding possible future openings.

SECTION VI – LIMITATION OF MEMBERSHIP

Membership in a 20 group is typically limited to a maximum of 20 or fewer qualified businesses from market areas geographically distributed throughout North America. No two members may be from the same market area, or be actual or potential competitors without the consent of both members. No applicant will be placed into any 20 group over the objection of any existing member of that 20 group if that objection is based on competing in the same geographical market area.

Other objections will be given due consideration by NCM and NCM will make the final decision regarding these objections. All administrative actions and official approval of placement into a 20 group by an applicant will be coordinated by NCM.

For reasons of confidentiality, members of an NCM 20 group may not also belong to a non-NCM 20 group in the same industry without prior approval from the group. If approved, supplemental membership in a non-NCM 20 group requires an additional level of confidentiality (see multi-membership addendum).

SECTION VII – INFORMATION CONFIDENTIALITY

All information furnished in writing or verbally by or about any 20 group member, especially financial data, is to be treated in the strictest confidence by both NCM and all 20 group members and their representatives. It is a requirement of the 20 group Bylaws and Code of Ethics for NCM and all 20 group members not to identify or furnish confidential data received through the 20 group to anyone outside their business without prior approval.

Reproduction of 20 group financial or other data is prohibited except for presentation at a 20 group meeting or for appropriate use within a member’s business.

By executing this agreement, NCM and member agree to expose 20 group data only to appropriate employees within their business, advise them of the confidentiality hereunder, and require them to uphold the same degree of care to protect the information outlined in this section during and after their employment.

All statistics, composites, and financial data are coded to protect the confidentiality of all 20 group members. It is required that NCM and 20 group members not publish lists that include member names and member numbers together unless requested to do so by the group.

If any disclosure is made in violation of the provisions of this Section, it shall be within the powers of NCM to take such disciplinary action as may be deemed to be adequate, including dismissal. Should a violation under the provisions of this Section come to the attention of the 20 group, NCM will be notified immediately so they can consider disciplinary action.

Participation in an NCM 20 Group qualifies members in most industries to receive the Industry Trends reporting for their industry at no additional cost. 20 Group member data is anonymously included in industry trends aggregates unless the member contacts NCM to opt out of this service.

SECTION VIII – MEETINGS

Meetings will be held on a regular cycle established by the 20 group and NCM. The specific dates and locations for each meeting will be selected by the 20 group in coordination with NCM. There will generally be no Sunday meetings. All meeting locations outside the continental United States or Canada require a unanimous vote by the members.

Subject to the specific group’s attendance policies and/or prior group approval, members may include any full-time key employees from the business in the meetings. These employees accept the responsibilities outlined in these Bylaws.

Remote meeting attendee requirements are the same as in-person meeting requirements; remote meeting participants must announce the names of everyone who can hear and/or see remote meeting contents.

The 20 group may invite outside guests to meetings provided that prior approval has been given by 20 group members and the 20 group’s moderator. Outside guests must sign a statement that the 20 group appearance will not be used as a reference for their own personal promotion.

Recording of 20 group proceedings is prohibited. This provision can be waived by a unanimous vote of the members in attendance for special presentations, business evaluations, and training programs.

SECTION IX – 20 GROUP LEADERSHIP

The 20 group shall elect from among its members an Executive Committee, typically to serve a one- to three-year term.

Responsibilities of the Executive Committee are:

1. Work with the group’s moderator to prepare an agenda for each meeting.
2. Provide overall leadership of the meeting in coordination with the 20 group moderator.
3. Coordinate with the 20 group moderator to pre-screen and approve visitors, and take action on membership issues and governance, including Bylaws violations.

SECTION X – FEES AND EXPENSES

Each applicant will be assessed and pay to NCM an initial setup fee at the time they request placement into a 20 group.

Upon approval as a Member Candidate, each member will be liable for a membership fee. All fees are subject to change. Each member is responsible for prompt payment of all obligations to NCM until the member gives WRITTEN notice of resignation from the 20 group. Such notice is to be submitted to NCM.

All membership fees will be billed by NCM and paid directly to them unless otherwise directed by NCM. Fees will be charged and paid on a quarterly basis, in advance.

Travel costs and other expenses incurred by a member are paid by that member. Meeting expenses, including moderator travel, lodging and meals, are shared equally by the members of the 20 group regardless of whether a member attends the meeting or not.

SECTION XI – REVIEW AND TERMINATION

Some actions will result in automatic termination from a 20 group. These actions include:

1. Recruiting or hiring employees from other 20 group members, as stated in Section IV, paragraph 6.
2. The opening or acquisition of a business within the same market area of another member of the 20 group.
3. Violation of confidentiality as stated in Section VII.

Additionally, NCM and the 20 group shall review the continued membership of any member who fails to attend two (2) meetings within a 12-month period, or fails to submit the required financial and statistical data for two (2) consecutive reporting periods. NCM or the 20 group Executive Committee shall have the responsibility for initiating the reviews called for by this section. Bylaws violations related to lack of participation will result in one warning in writing providing the member an opportunity to improve participation. The 20 group may vote to terminate a member if, in its opinion, that member has failed to adequately improve their participation after receiving a warning. Such action requires a two-thirds vote of the membership.

A member may terminate membership at any time by notifying NCM in writing. Such termination will become effective as of the date of receipt of this notification, and all related services cease as of that date.

All related services, including inclusion in and receipt of 20 group reporting, cease as of the date of membership termination.

SECTION XII – COPYRIGHTS

NCM will from time to time provide to each member access to certain software and related documentation for the member’s use. By executing this agreement, member acknowledges that this software and related documentation are owned by NCM and further agrees that they will not divulge, duplicate, disclose or otherwise make available to any third parties or make any unintended use whatsoever of the software and related documentation provided by NCM without the express prior written consent of NCM. Any unauthorized use of the software and related documentation shall be immediate grounds for dismissal from the 20 group and such dismissal shall not waive any other remedies that NCM may have against the violating member.

Upon termination of membership in the 20 group for any reason, member agrees to discontinue using, destroy, and/or return to NCM all software and related documentation within ten (10) working days from the date of termination.

SECTION XIII – AMENDMENT

A member or 20 group may propose an amendment to the Bylaws & Code of Ethics by sending a copy of the suggested change to each member of the group, to NCM, and to the group’s moderator at least 30 days prior to the 20 group meeting at which the change will be considered. Generally, changes that eliminate or lessen the existing provisions will not be considered. A suggested change must be accepted by a two-thirds vote of those 20 group members present. The 20 group is then to forward the proposed amendment to NCM. Actual amendment of these Bylaws shall be by action of NCM only.

Specific group policies will be maintained in addition to these bylaws. All group policy is subject to approval by NCM.

SOFTWARE APPLICATIONS LICENSE AGREEMENT

AGREEMENT made by and between NCM Associates, Inc. (“NCM”), a Missouri Corporation, with its principal place of business in Kansas City, Missouri, and Customer.

NCM owns and operates online Applications at ncmassociates.com (the Applications) where it stores and operates various proprietary systems, software routines, and stores data in various databases, and allows Customer access to this material and NCM provides Services in conjunction with the design and operation of the Applications.  Customer may wish to subscribe to the Services of NCM, and/or the use of the Applications, generally for the purpose of accessing the systems, software and data, and for uploading its own data into the system, and then accessing the data in the operation of its business.  For this purpose, Customer wishes to become a Subscriber to the Applications, and NCM wishes to allow Customer to access the Applications according to the terms set forth herein.  Because internet-based systems, and the technology used to maintain and use the Applications change from time to time, NCM reserves the right to change the terms of this Agreement, and NCM reserves the right to change the operation of the Applications at any time as needed.  Customer shall be granted a license as a Subscriber to the Applications. The information maintained on the Applications, and all reports, analysis and documents available on the Applications, whether or not they include the data of the Customer, shall be referred herein as the NCM Material.

1. GRANT OF LICENSE. NCM grants to Customer access to the Applications, and the resources thereon.  Customer has responsibility for the results obtained from use of the Application, or other services used with the Application  This License Agreement allows the Customer to use the various portions of the Applications at the ncmassociates.com domain.  The Customer, when using any services of NCM under this Agreement, will be bound by the terms and conditions of this Agreement.
2. USE OF SERVICES. The license granted under this Agreement authorizes Customer to use the Applications via the Internet.  Customer will make no attempt to download any unauthorized software, code, reports or other information from the Applications, and Customer will not attempt to reverse engineer the software running on the Applications.
3. TITLE, LICENSE, TERMS AND CONDITIONS. Title and full ownership rights to the Applications, Data, and all Services thereon remain with NCM.  If Customer shall make any use, transfer or disclosure of the contents of the Applications, or any NCM Services in violation of any of the terms and conditions of the Agreement, the license granted under this Agreement shall, at the option of NCM, immediately terminate without demand or notice; and NCM shall have the right to immediate possession of all information of any kind downloaded or stored from the Applications, and to destroy or remove any of Customer’s data stored within the Applications or NCM’s licensed Applications and related materials supplied by NCM with no compensation owing therefore by NCM to Customer.  Customer shall not take any action that might adversely affect NCM’s proprietary rights or in any manner interfere with NCM’s right to enter into agreements with other prospective users of the licensed Applications.  Customer shall fix or cause to be fixed to the Applications such evidence of proprietorship as NCM may reasonably request.  If the Customer shall cease doing business, shall be declared bankrupt, or shall suffer any attachment or lien to remain on the licensed software programs for more than thirty (30) days, the license granted by this Agreement shall terminate. Any and all reports or other information downloaded from the Application, including any customization, enhancements, modifications, or improvements made by the Customer shall be considered derivative works based upon the NCM Material, and shall be the property of NCM.  Use of such derivative works shall be governed by the terms of this Agreement.
4. COPYING OR MODIFICATION OF NCM MATERIAL. Customer shall not modify, reproduce or copy the NCM Material, or the reports, information or documents received by Customer from or through the Applications in any manner in whole or in part, other than as provided by Paragraph 3 above.  Customer assumes all risks from any modification, enhancements, or improvements Customer makes, and making any improvement, modification, or enhancement voids all warranties provided in Paragraph 5 below.
5. WARRANTY. NCM warrants that it will make reasonable efforts to allow access to the Applications by Customer, subject to routine maintenance periods.  It is understood that outages, and periods of inability to access the Applications, or the data stored thereon, may occur from time to time.  Loss damage or corruption of the data stored on the NCM servers is possible and no warranty is given that the same may not occur. NCM makes no promise or warranty that its servers or internet connections will not be subject to periodic malfunctions or irregularities. NCM’s sole obligation and liability under this warranty shall be to use its best efforts to correct defects in the Application so that it will substantially conform to the documentation.   THE FOREGOING EXPRESS WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND EXCEPT AS PROVIDED HEREIN THE LICENSED APPLICATIONS ARE LICENSED “AS IS”.  NCM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED APPLICATIONS WILL MEET CUSTOMER’S REQUIREMENTS.  NCM DOES NOT WARRANT THAT CUSTOMER’S OPERATIONS OR LICENSED APPLICATIONS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL PROGRAMMING ERRORS WILL BE CORRECTED.

NCM’S LIABILITY FOR DAMAGES INCLUDING BUT NOT LIMITED TO PATENT OR COPYRIGHT INFRINGEMENTS, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE CHARGES PAID BY CUSTOMER FOR THE PARTICULAR LICENSED APPLICATIONS INVOLVED.  NCM WILL NOT BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST CUSTOMER BY ANY OTHER PARTY, EXCEPT A CLAIM FOR PATENT OR COPYRIGHT INFRINGEMENT AS PROVIDED HEREIN.

IN NO EVENT WILL NCM BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF NCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. REMEDIES. No remedy herein conferred upon or reserved to NCM is intended to be exclusive of any other remedy herein or by law provided, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.
7. APPLICABLE LAW. This Agreement shall be interpreted in accordance with the laws of the State of Missouri.
8. INVALIDITY. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the remainder of this Agreement shall not be affected thereby.
9. SECTION HEADINGS. Section headings have been included in this Agreement merely for convenience or reference.  They are not to be considered part of or to be used in interpreting this Agreement.
10. ASSIGNMENT. NCM and Customer represent that the execution and performance of the terms of this Agreement have been duly authorized and this Agreement is a valid and legally binding obligation of the parties in accordance with its terms.  Neither this Agreement, nor any interest therein, shall be assigned by Customer without prior written consent of NCM.  Any attempt to assign any of the rights, duties, or obligations without such consent is void.
11. NOTICES. All notices required by this Agreement will be in writing, addressed to Customer and NCM respectively.
12. WAIVER. The toleration or sufferance of a breach or default under this Agreement shall not be construed to be a waiver of such breach or default.
13. TERMINATION BY CUSTOMER. In addition, Customer shall have the right to terminate this License Agreement for any reason whatsoever upon providing a thirty (30) day written notice to NCM.  Upon NCM’s receipt of written notice from Customer, this License Agreement will terminate thirty (30) days from the date of such receipt (“Termination Date”).  The Customer hereby acknowledges that there is no transfer of ownership at any time with the execution of this License Agreement and that the ownership of the proprietary information of NCM shall always be with NCM.
14. ENTIRE AGREEMENT. This Agreement contains the entire agreement between Customer and NCM with respect to the subject matter of this Agreement.  All prior arrangements or understandings are superseded by this Agreement.  This Agreement may be modified or amended only in writing signed by each of the parties.  The terms of this Agreement shall extend to and inure to the benefit of and be binding on all respective successors and assigns of Customer and NCM.

LICENSE:  You may:

• Access the Application via the internet. Store your data on the Application.  Use the Application to access, manipulate and consult your data, and the reports and materials available on the Application.
• Follow the terms and conditions of this agreement, as modified from time to time.

You May Not:

• Transfer your rights under this agreement to any third party without the express written consent of NCM.
• Attempt to reverse engineer, improperly publish, or improperly distribute any NCM Material.

Third Party Software

Customer understands that access to the Applications as contemplated by this Agreement may require system software owned by a third party and that, in certain instances, it may be necessary for Customer to enter into separate license agreements with certain third parties in order to use such system software or into a separate agreement with NCM.  Customer agrees to execute such separate license agreement or sublicense agreement upon presentation thereof for execution.  For those third-party system software products for which no separate license agreement or sublicense agreement is required, NCM hereby grants to Customer, and Customer hereby accepts from NCM, a nonexclusive, nontransferable and non-assignable sublicense to use the Sublicensed Software on the terms and conditions set forth in the license granted to NCM with respect to such Sublicensed Software by the third party.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SEPARATE SUBLICENSE AGREEMENT BETWEEN NCM AND CUSTOMER, NCM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS, WITH RESPECT TO ANY SUBLICENSED SOFTWARE FURNISHED TO CUSTOMER HEREUNDER.

Updated October 2024.