BUILDING INDUSTRY ASSOCIATION OF LANCASTER COUNTY
A PENNSYLVANIA NONPROFIT CORPORATION
ARTICLE I – Membership
Section l. Membership in this Association shall be of six classes.
a. Builder Membership
b. Associate Membership
c. Honorary Membership
d. Student Membership
e. Retired Member
f. Affiliate Member
Section 2. Qualifications for membership in this Association shall be as follows:
a. Builder Membership. Any person, firm, or corporation whose primary business includes the construction or structural modification of housing or light commercial properties, or land development; who shall agree to abide by the provisions of the Constitution and Bylaws and any amendments thereof, who shall subscribe to the Code of Ethics and Contractor Quality Commitment (CQC) standards and who shall meet with the approval of the Board of Directors shall be eligible to be a Builder Member.
b. Associate Membership. Any person, firm, or corporation engaged in an allied trade, industry or profession other than that of builder who shall agree to abide by the provisions of the Constitution and Bylaws and any amendments thereof; who shall subscribe to the Code of Ethics, and who shall meet with the approval of the Board of Directors shall be eligible to be an Associate Member. Associate members who are sub-contractors, material suppliers and fabricators must sign and adhere to the Contractor Quality Commitment Program of the BIA.
c. Honorary Membership. Any person, firm or corporation at the discretion of the Board of Directors from time to time for distinguished and unique service to the home building industry may be accorded an Honorary Member. Honorary Membership in this Association shall not include membership in the National and State Associations and shall not include the right to vote.
d. Student Membership. Any student of light construction or in a course of study related to the building industry in an accredited school or student sponsored by a member shall be eligible to be a Student Member upon approval of the Membership Committee and Board of Directors. Student Membership shall not include membership in the National and State Associations and shall not include the right to vote.
e. Retired Member. Any past Builder or Associate Member may, upon retirement from active business, qualify for the Retired membership category for an annual dues amount established by the Board. Such category of membership may receive information on the industry and Association as deemed appropriate and may participate in programs permitted by the Board or other organization making such decisions.
f. Affiliate Member. Any individual who is an employee of a Builder or Associate member in good standing of the Building Industry Association of Lancaster County. This membership will only be available if nominated by a member. This membership is not available for employees of non-member companies. The annual dues amount will be established by the Board. This category of membership may receive information on the industry and Association as deemed appropriate and may participate in programs permitted by the Board.
Section 3. Acceptance of Members. Applications for membership in this Association shall be made to the Membership Committee and processed in the following manner:
a. The applicant shall submit an application in writing on a form supplied by the Association, containing an agreement to abide by the Constitution and Bylaws, Contractor Quality Commitment Standards, and the Code of Ethics of this Association.
b. An application shall be endorsed by at least one current Member and shall be accompanied by a payment in an amount set by the Board of Directors. All payments so made shall be returned in full if membership is not approved.
c. The Membership Committee shall investigate all applications for membership and make its recommendations to the Board of Directors, in which shall be vested the exclusive right to accept an applicant into membership.
d. When accepted into membership by the Board of Directors of this Association, the applicant automatically becomes a member of the National and State Associations of Home Builders.
e. A change in class of membership shall require the member to resubmit an application for membership and proceed through the approval process.
Section 4. Suspension, Termination and Reinstatement of Membership.
a. The Board of Directors, by a two-thirds (2/3) vote, may suspend or revoke the membership of any member (l) for failure to meet financial obligations to the Association, or (2) for conduct detrimental to the Association, or (3) for violating the Association’s Bylaws, Code of Ethics, Contractor Quality Commitment Standards or general professional business practices after the Ethics Committee of this Association has reviewed such violation. The Ethics Committee must review any such complaints and violations not more than thirty (30) days before presenting its findings to the Board of Directors. A member whose membership is being considered for suspension or revocation shall be given at least thirty (30) days written notice in advance of the meeting of the Board at which the vote to suspend or revoke membership is to be taken, and shall be afforded a reasonable opportunity to be heard by the Board.
b. A vote of two-thirds (2/3) of the Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of Article I, Section 4(c) or Article X, Section l(e).
c. No dues shall be refunded if a member is suspended or revoked.
Section 5. Meetings of the Membership.
a. An annual meeting of the membership of this Association shall be held in January of each year or at such other time as the Board may designate for the purpose of installing elected officers and members of the Board of Directors, and taking up such matters as may properly come before the general membership.
b. Regular meetings of the membership of this Association shall be held at such other time as the Board of Directors may designate. The Election Meeting of the Membership for the election of officers and Board members shall be held in November of each year.
c. Special meetings of the membership of this Association may be called at any time by the President, or by two-thirds (2/3) of the Board of Directors, or by forty percent (40%) of the Builder Members and Associate Members.
d. Written notice of the date, hour and place of all meetings shall be given to each current member at least five (5) days in advance of the meeting date to which the notice pertains.
ARTICLE II – Fiscal Year
Section l. Fiscal Year. The fiscal year of this Association shall be the calendar year.
ARTICLE III – Initiation Fee and Dues
Section l. Dues. The dues of this Association shall be paid according to the terms established by the Board of Directors. Membership dues shall not be refunded if a member is suspended or dropped; in the event of dissolution of the Association, dues shall not be refunded but shall be distributed in accordance with Article XV, Section 1 of these Bylaws.
Section 2. National and State Dues. Dues for membership in the National and State Association of Home Builders shall be paid by this Association from its treasury at the rate fixed and under the terms stated by that Association.
ARTICLE IV – MEMBERSHIP CERTIFICATION
Section l. Membership Identification. Each member shall receive a membership identification annually, upon payment of dues for the current year in such form as the Board of Directors shall prescribe.
Section 2. Use of National/State Emblem.This Association and its members may use on any of its stationery and literature, the official emblem of the National Association of Home Builders, the Pennsylvania Builders Association and this Association.
ARTICLE V – BOARD OF DIRECTORS
Section l. Composition and Authority of Elected Directors. A Board of Directors of not more than nine (9) in number, shall be elected from the membership and shall be the governing body of this Association. These Directors shall be elected by the membership at the annual Election Meeting of the Membership and shall hold office for two (2) years on a calendar basis, or until successors are elected and qualified. No more than five (5) members of the elected Board shall be Builder Members, and no more than four (4) members of the elected Board shall be Associate members. The elected Board terms shall be two (2) years on a rotation basis, with not more than five (5) being elected each year for full terms. An elected board member may hold office for not more than two (2) consecutive terms. A one (l) year absence between terms qualifies an individual to be re-elected to the Board of Directors. Firms, corporations or partnerships holding a Builder or Associate Membership shall be entitled to only one (1) designated representative on the Board of Directors, whether serving as a Board member elected or appointed under this Article V or as an Officer under Article VI who is also an ex-officio member of the Board under Section 2 of this Article V.
Section 2. Ex-officio Members.The President, Vice-President, Associate Vice-President, Secretary, Treasurer, and Immediate Past-President shall be ex-officio members of the Board of Directors with full voting powers except for the President who shall have voting powers in tie-breaking votes only.
Section 3. Chairman.The President shall be the Chair of the Board of Directors.
Section 4. Other Board Members.The three (3) Advisory Committee members appointed pursuant to Article X, Section l may also be appointed by the President to the Board of Directors.
Section 5. Composition and Authority. Vacancies on the Board or officer positions occasioned by death, resignation, or under Article V, Section 6(d), shall be filled by appointment of the President. All such appointments must be approved by the Board by a two-thirds (2/3) vote at its next scheduled meeting. The person so approved shall serve until the next annual Election Meeting of the Membership.
Section 6. Meetings of the Board of Directors. Meetings of the Board of Directors of the Association shall be as follows:
a The Board of Directors, at the first meeting of each year will establish the meeting calendar for that year.
b. Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five (5) of its voting members. Notice of the date, hour, and place of all meetings must be given to the Directors at least five (5) days in advance.
c. Emergency Meetings of the Board of Directors may be called by the President. Notice of the date, hour, and place of the meeting must be given to the Directors at least twenty-four (24) hours in advance.
d. Voting members of the Board of Directors who miss three (3) consecutive meetings may be dropped from the Board by a majority vote. Excused absences will be permitted only upon written notification to the Executive Officer within 48 hours following such Board meeting missed and which are due to unavoidable situations and extenuating circumstances.
Section 7. Voting Privileges, Proxy and Quorum.
a. Voting Privileges. At meetings of the Board of Directors, Builder Members, and Associate Members who are members of the Board shall have the right to vote, as shall ex-officio members, except for the President who shall have voting powers in tie-breaking votes only.
a. Quorum and Voting. Voting may be done by voice vote or any means deemed appropriate by the Chair of the Board. A Director may participate in a meeting of the Board, or any committee of the Board, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participants in a meeting in this manner shall constitute presence in person at such meeting, and will count toward the establishment of a quorum.
b. Proxy Voting. Any voting member of the Board of Directors, may, by an instrument in writing to the Executive Officer bearing a date not more than thirty (30) days in advance of the meeting, designate another voting member of the
Board to vote for him or her on a specific issue addressed in such letter in his or her place and stead at any meeting of the Board of Directors. No voting member may represent more than two other Board members by proxy during any one meeting.
c. Quorum. A quorum of the Board of Directors shall consist of not less than one-half (l/2) of its members. A proxy does not count toward the establishment of a quorum.
Section 8. Majority Vote.A vote of at least fifty-one percent (51%) of the Directors present at any meeting of the Board of Directors shall carry any measure except those measures stated elsewhere in these bylaws requiring a larger percentage; provided the number of Directors in attendance at the meeting constitutes a quorum.
Section 9. State Directors.The President shall appoint, with the approval of the Board of Directors, Members to represent this Association on the Board of Directors of the Pennsylvania Builders Association, the number to be determined by the Bylaws of that Association. In accordance with the Bylaws of that Association, the President shall appoint himself as one representative. Alternate Directors shall also be appointed as prescribed herein to act as outlined above in the absence of a State Director.
Section 10. National Directors.Members of the Association shall be nominated by the President, with the approval of the Board of Directors, to represent this Association on the Board of Directors of the National Association of Home Builders, in accordance with the Bylaws of that Association. One Alternate Director shall also be nominated for each Director as prescribed herein to act as outlined above in the absence of the National Director.
Article VI – ASSOCIATION OFFICERS
Section l. Elections. The Officers shall be elected by the membership and shall hold office for a term of one (l) year with the exception of the Associate Vice President and the Treasurer. The Treasurer and Associate Vice President shall hold office for a term of two (2) years beginning on a calendar basis following the election and shall serve for no more than two, two year terms. All Officers shall
hold office until their successors are elected and duly qualified. Installation of Officers shall be at the Annual Installation Meeting of the Membership according to Article 1, Section 5.a). Firms, corporations or partnerships holding a Builder, or Associate Membership shall be entitled to only one (1) designated representative on the Board of Directors, whether serving as an Officer under this Article VI who is also an ex-officio member of the Board under Section 2 of Article V or as a Board member elected under Article V.
Section 2. Officers. Officers shall consist of:
a. A President, who shall be a Member. The President shall be the chief officer of this Association and shall preside at its meetings and those of the Board of Directors and Executive Committee. The President shall appoint all committee chairpersons, shall be an Ex-officio member of all committees, and shall perform all other duties usual to such office.
b. A Vice-President, who shall be a Member, and in the absence of the President, or upon his discretion, perform all of the duties of the President. The Vice-President shall serve on the Executive Committee. The Vice President will be nominated as President in the year following his term as Vice President.
c. An Associate Vice-President, who shall be an Associate Member and, in the absence of the President and Vice-President, perform all of the duties of the President. The Associate Vice-President shall be a member of the Executive Committee.
d. A Treasurer, who shall be a Member and be responsible to the Association for, and accounting of, all monies collected and disbursed by the Association and shall render an annual report to the Board of Directors and to the membership. The Treasurer shall also present a financial report to the Board prior to each scheduled Board meeting for the Board’s approval and shall serve on the Executive Committee and serve as chair of the Budget Committee and may perform other duties appropriate to this office.
e. A Secretary, who shall be a Member. The Secretary shall keep a record of all the official proceedings of this Association and its Board of Directors, including
the reports of special committees. The Secretary shall serve as a member of the Executive Committee.
Section 3. Candidates for an Officer Position. Candidates for any Officer position shall have the following qualifications:
a.The candidate shall be a Member;
b.The candidate shall be a member of the Association for a minimum of four (4) years;
c.The candidate shall have served on the Association’s Board of Directors for a minimum of one (1) year;
d.The candidate shall demonstrate a depth of knowledge and understanding ofthe issues which affect the building industry in general, the building industry in Lancaster County, the Association and its members; and e. The candidate shall consent to become a candidate for, and if elected, to serve in, the office for which the candidate is nominated.
Section 4. Executive Officer and General Counsel. The following administrative officer and general counsel shall be confirmed by the Board of Directors:
a.Executive Officer. The chief administrative officer of the Association is theExecutive Officer who shall be employed by the Executive Committee with Board approval at a rate of compensation recommended to and approved by the Board. The Executive Officer:
1.Shall supervise and direct the entire staff of the Association and its affiliatedorganizations including the BIA PAC and the Lancaster Building Industry Foundation; perform all duties usual to the office in accordance with the policies of the Association, and may perform other duties appropriate to the office and delegated by the Executive Committee or the President.
2.May employ, and supervise, the staff of the Association and its affiliatedorganizations. Rates of compensation shall be approved by the Executive Committee within the limits of the annual budget and reported to the Board. The Executive Officer may not terminate any employee without the Executive Committee’s approval.
b. General Counsel. A General Counsel, who shall be an attorney at law, licensed to practice within the territorial jurisdiction of this Association and who shall advise the Officers, Directors, and Committees of this Association in legal matters.
c. Removal. The Executive Officer and General Counsel may be removed by the Executive Committee with Board approval whenever, in the judgment of a majority present at a meeting where there is a quorum, the best interests of the Association will be served thereby.
ARTICLE VII – Liability and Indemnification of Officers and Directors
Section 1. General Rule. A Director shall not be personally liable for monetary damages as a Director for any action taken, or any failure to take any action, unless:
(a) the Director has breached or failed to perform the duties of Director in accordance with the standard of conduct contained in Section 5712 of the Non-Profit Corporation Law of 1988, 15 Pa. C.S. § 5101,et seq., and any amendments and successor acts thereto; and
(b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness;
Provided, However, the forgoing provision shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.
Section 2. Indemnification.The Association shall, in the case of any Officer or Director, or employee and may, in the case of any other person, indemnify such Officer or Director or other
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of, the Association) by reason of the fact that such person is or was an Authorized Representative of the Association, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action or proceeding if such person acted in
good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, however, that no persons shall be entitled to indemnification pursuant to this Article in any instance in which the action or failure to take action giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness; and provided, further, however, in instances of a claim by or in the right of the Association, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Association unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Association is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all of the circumstance of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court of common pleas or other court shall deem proper.
Section 3. Procedure. Unless ordered by a court, any indemnification under Section 2 or otherwise permitted by law shall be made by the Association only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that section. Such determination shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding; or
(b) if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 4. Advancement of Expenses. Expenses incurred by a person entitled to indemnification pursuant to this Article or otherwise permitted by law in defending a civil or criminal action, suit or proceeding shall, in the case of an Officer, Director or Employee required to be indemnified under Section 2, and may, in the case of any other person required to be indemnified under Section 2 or otherwise entitled to indemnification, be paid by the Association in advance of
the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced it if shall ultimately be determined that such person is not entitled to be indemnified by the Association.
Section 5. Continuing Right to Indemnification. The indemnification and advancement of expenses provided pursuant to this Article shall continue as to any person who has ceased to be
an Officer or Director or Employee or Authorized Representative of the Association and shall inure to the benefit of the heirs executors and administrators of such person.
Section 6. Other Rights. This Article shall not be exclusive of any other right which the Association may have to indemnify any person as a matter of law.
Section 7. References to Association.For purposes of this Article, references to “the Association” shall include, in addition to this Association, any surviving Association and, any constituent Association (including any constituent of a constituent) which, if its separate existence had continued, would have had power and authority to indemnify its authorized representative. It is the intent and effect of this Section 7 that any person who is or was an Authorized Representative of any surviving or constituent Association shall stand in the same position under this Article with respect to the surviving or constituent Association as he/she would have with respect to this Association if its separate existence had continued.
Section 8. Authorized Representative.For the purposes of this Article, the term “Authorized Representative” shall mean (a) a Director, Officer, employee or agent of the Association or of any subsidiary of the Association, or (b) a trustee, custodian, administrator, committee person or fiduciary of any employee benefit plan established and maintained by the Association or by any subsidiary of the Association, or (c) a person serving another Association, corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Association.
Section 9. Insurance. The Association may purchase and maintain, at its own expense, one or more policies of insurance to protect itself and to protect any Authorized Representative of the Association against any expense, liability or loss incurred by such person as an Authorized Representative of the Association, whether or not the Association would have the authority to indemnify such person against such expense, liability or loss under this Article or under the laws of the Commonwealth of Pennsylvania.
Section 10. Pennsylvania Law.Indemnification under this Article is provided pursuant to the Non-Profit Corporation Law of 1988 and this Article is intended to provide indemnification in accordance with such statute whether the Association would have the power to so indemnify under any other provisions of law and whether the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Association. Indemnification under this Article shall not be made by the Association in any case where the alleged act or failure to act giving rise to the claim for indemnification is expressly prohibited by the Non-Profit Corporation Law of 1988 or any amendments or any successor acts thereto as in effect at the time of such alleged action or failure to take action.
ARTICLE VIII – Membership Meeting Voting, Proxies and Quorums
Section 1. Voting Privilege. At meetings of the Membership, only Members shall have the right to vote. Firms, corporations, or partnerships holding a Membership shall be entitled to only one (1) vote, to be cast by such member’s authorized designated representative.
Section 2. Proxy.Any Member entitled to vote may, by an instrument in writing bearing a date not more than thirty (30) days in advance of the meeting at which it will be used, designate another Member to vote for such member, in such member’s place and stead, at any meeting of the membership. No person acting as a proxy may represent more than two (2) other Members by proxy at one time.
Section 3. Majority Vote.A majority vote on any measure will be determined as follows:
A vote of the majority of the current Members present at any meeting of the membership shall carry any measure except Bylaw amendments as stated in XIV
Section l, provided the number of current Members in attendance at the meeting constitutes a quorum of the Members.
Section 4. Quorum. 10% of current membership present in person or by Proxy at a meeting of the Membership shall constitute a quorum for the purpose of conducting any business. If a quorum is not met at a called Membership meeting, the Board of Directors shall give notice of an additional meeting where 5% of the current membership shall constitute a quorum as set forth below.
ARTICLE IX – Elections
Section 1. Nominating Committee Responsibilities. The Nominating Committee shall:
a. Solicit and consider the recommendations of the Members as to the candidates for each office and directorship to be filled. The Nominating Committee will solicit the membership to suggest prospective Board Members and Officers through at least two means of communication by August 1 of each year;
b. In consultation with the Association’s Vice President, review the qualifications of all candidates for Officer positions to insure that candidates are capable of representing the Association by demonstrating a depth of knowledge and understanding of the issues which affect the building industry in general, the building industry in Lancaster County, the Association and its members;
c. Obtain the consent of the nominees to become candidates for the office nominated;
d. Present a report of the qualifications of all candidates for Officer positions to the Board of Directors at least forty-five (45) days prior to the Election Meeting of the Membership;
e. Prepare and send to the Membership at least five (5) days prior to the Election Meeting of the Membership, a report recommending at least one nominee for each office and directorship to be filled; and
f. Present their final report on nominations of Officers and Directors at the Election Meeting of the Membership.
Section 2. Acceptance of Nominating Committee Report. Acceptance of the report of the Nominating Committee by the Members shall constitute election of the nominees so nominated.
Section 3. Nominations from Floor.If additional nominations are made from the floor, a vote shall be taken by secret ballot and the candidate receiving the most votes for one office shall be considered elected. Any candidate nominated from the floor must supply to the Nominating Committee chairman at the meeting at which he is nominated, a letter stating his or her acceptance of the nomination and intent to serve in the position if elected.
ARTICLE X – Committees
Section l. Committees. There shall be the following Committees:
a. Executive Committee. The Executive Committee shall consist of the President, Vice-President, Associate Vice-President, Secretary, Treasurer, and Executive Officer, who shall have no voting privileges. The Committee shall conduct the affairs of the Association in accordance with the constitution and bylaws, policies and instructions from the Board of Directors. It shall be the policy and steering committee of the Association, and shall be responsible for overseeing the establishment of a budget for financing the Association, and for all matters of policy and public statement, subject to the approval of the Board of Directors. The Committee shall receive the report of the Nominating Committee made pursuant to Section 1 (b) of this Article and shall thereafter make a recommendation to the Board of Directors at the meeting immediately preceding the Election Meeting of the Membership and to the Eligible Members at the Election Meeting of the Membership on whether the report of the Nominating Committee should be accepted. The Executive Committee shall also be charged with responsibility to address all personnel matters subject to the Executive Officer’s job description. The Committee shall meet upon the call of the President, the Board of Directors, or any four of its members, stating the time and place of meeting.
b. Nominating Committee. The Nominating Committee shall be composed of nine (9) members appointed from the current membership of the Association by the President, with the approval of the Board of Directors, at the February Board
Meeting. The immediate Past-President, who shall serve as Chairman, and the current President, shall be two (2) of the nine (9) members of this committee. At least three (3), but no more than four (4), members of the Committee shall be current Associate Members of the
Association; the remaining members shall be current Members of the Association, as the President may determine, subject to the approval of the Board of Directors.
c. Membership Committee. The Membership Committee shall be composed of at least 5 current Members, and shall meet upon call of the Chair. In addition to building the membership, the Committee shall have the responsibility of investigating all applications for membership and recommending action to accept or reject applications for membership to the Board of Directors.
d. Finance Committee. The Finance Committee shall consist of the Treasurer, who shall be the Chair, and four (4) members, who shall be chosen by the President from the current membership. Members of the Committee shall not be members of the Executive Committee (except for the Treasurer). The Committee, in cooperation with the Executive Officer, shall be charged with preparing the budget and overseeing the finances of the BIA subject to Board approval. The Finance Committee shall meet at the call of the Chair and shall report to the Executive Committee.
e. Ethics Committee. The Ethics Committee shall consist of a Chair appointed by the President and two (2) Builder Members and two (2) Associate Members not currently on the Board of Directors. The President shall appoint one (1) alternate Builder Member and one (1) alternate Associate Member who shall serve in situations of absence or conflicts of interest. It shall have charge of the purposes and objectives of the Association, its Code of Ethics, and compliance with the Contractor Quality Commitment program as set forth in Articles III and IV of the Constitution of the Association; and whenever any matter relating thereto shall be brought to its notice, it shall make such recommendations to the Board as it may deem proper.
f. Advisory Committee. The Advisory Committee shall consist of no more than three (3) current members of the Association who have previously served as Officers of the Association or as members of the Board of Directors. They shall be appointed by the President with their terms to coincide with the President’s term of office. The Committee shall advise the President and may at the President’s request attend Board of Directors and Executive Committee meetings.
g. Other Committees. There shall be such other committees as may be designated by the Board of Directors or the Executive Committee, the members of which shall be appointed by the President.
ARTICLE XI – Finance
Section l. Depositories. Dues and other monies collected by the Association shall be placed in a depository or depositories as selected by the Board of Directors, and payments from the funds of this Association shall be made as authorized by the Board of Directors.
Section 2. Adoption of Budget.The Board of Directors shall adopt a budget for each calendar year, and this Association shall function within the totals of such a budget. Any expenditures in excess of such budget must be authorized by the Board of Directors.
Section 3. Bond.The Treasurer, the other Officers and members of the staff handling the funds of this Association shall furnish a bond at the expense of the Association in such amount as the Board of Directors may determine.
Section 4. Annual Financial Review.There shall be an annual review by a Certified Public Accountant of the balance sheets and statements of revenue and expenses of this Association, in accordance with the standards established by the American Institute of Certified Public Accountants. The Board of Directors may request a full audit at the close of any year by a two-thirds (2/3) vote of the members of the Board.
ARTICLE XII – Notices
Section l. Official Addresses. The Members shall furnish the Executive Officer with their official address and the mailing of any notice to such address shall be
deemed service of such notice or notices upon them as of the date of the mailing of the same. ARTICLE XIII – Rules of Procedures Section l. Robert’s Rules. Robert’s Rules of Order shall govern the procedures of all meetings of this Association. ARTICLE XIV – Amendments Section l. Amending Bylaws. These By-Laws may be amended by a vote of two-thirds (2/3) of the Members at any meeting provided the number of Members in attendance at such meeting constitutes a quorum, and provided further that a copy of the proposed amendments shall have been communicated to each Member not less than five (5) days prior to the meeting at which action is to be taken and shall have been approved by the Board of Directors. A quorum for a by-law change shall consist of not less than 20% of the Members of the Association. ARTICLE XV – DISSOLUTION – 15 – Section l. Use of Funds. The Association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors in accordance with applicable laws.
Revised November 13, 2014