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Preamble
Whereas:
The members of this association, the Charlotte
Plumbing Heating & Cooling Contractors
Association, desire to conduct the business of this
association in a lawful manner, but may from time
to time, through mistake, take or decide upon
action which may be considered illegal or improper;
now therefore be it
Resolved: That any and every resolution
hereafter adopted or motion hereafter carried by
this association, it's Board of Directors, or a
committee hereof, which, in the opinion of counsel,
is contrary to law, shall be for all purposes
treated as null and void, and any and all action
taken under any such resolution or motion shall be
also far all purposes null and
void.
Article
I
Objects
And Purposes
The
Association is organized for no material profit or
gain, but for the advancement of the plumbing,
heating and cooling trade in skill and honorable
reputation. To promote amicable relations with the
public and employees on the basis of mutual
interest and justice to all. To encourage national,
state, county, city and town sanitary health laws,
and to assist in their proper enforcement; to form
a more perfect union, to establish justice, to
insure trade tranquility, to provide for common
defense, to promote general welfare, to secure the
respect and cooperation of the public and to
provide education for the public through
cooperative advertising and other mediums, to buy
better plumbing and healthful heating/cooling for
their advancement in health and comfort, and to
furnish quality goods, dependable service and
correct installations.
Article
II
Meetings
Section 1. PLACE OF MEETINGS. Any or all
meetings of the members, and the Board of
Directors, of this association may be held at a
place designated by the Board of Directors unless
the membership have by majority vote designated a
regular place of meeting.
Section 2. FISCAL YEAR. The fiscal year of
this association shall commence on the first day of
March in each year and end on the last day of
February in the following year.
Section 3. MONTHLY MEETINGS. The monthly
meeting of the members shall be held the second
Tuesday of each month, with the provision that the
Board of Directors at their discretion may change
the date, time or place. The time for the meeting
to start will be
6:30 P.M. The place to be set by the Board of
Directors.
Section 4. NOTICE OF MONTHLY MEETINGS. At
least 3 days prior to the date fixed by Section 3
of this article for the holding of monthly meetings
of members, written notice of the time, place and
purpose of such meeting shall be mailed, as
hereinafter provided to each member entitled to
vote at such meeting.
Section 5. ORDER OF BUSINESS AT THE
MEETINGS. The order of business at the meetings of
the members shall be as follows:
(a) Roll Call.
(b) Reading of minutes of last preceding
meeting.
(c) Report of select and standing committees.
(d) Report of treasurer.
(e) Transaction of old business.
(f) Transaction of new business.
(g) Adjournment.
provided that, in the absence of any objection, the
presiding officer may vary the order business at
his discretion.
Section 6. SPECIAL MEETINGS FOR MEMBERS. A
special meeting of the members may be called at
time by the President or by a majority of the Board
of Directors.
Section 7. NOTICE OF SPECIAL MEETINGS FOR
MEMBERS. At least ten (10) days prior to the date
fixed for the holding of any special meeting of
members, written notice of the time, place and
purposes of such meeting shall be mailed, by the
Executive
Secretary, to each member entitled to vote at such
meeting.
Section 8. REGULAR MEETINGS OF BOARD.
Regular meetings of the Board of Directors shall be
held not less frequently than ninety (90) days at
such time and place as the Board of Directors shall
from time to time determine.
Section 9. SPECIAL MEETINGS OF BOARD.
Special meetings of the Board of Directors may be
called by the President or by the written request
of three (3) or more members of the board, at any
time.
Article
III
Quorum
Section 1. QUORUM OF MEMBERS. A majority of
members in attendance at any meeting of this
association shall constitute a quorum.
(Note:
If not enough members are present for a quorum
defer vote to the BOD)
Section 2. QUORUM OF DIRECTORS. A majority
of the directors shall constitute a quorum.
Article
IV
Voting
Section
1. WHO IS ENTITLED TO VOTE. Each active member
shall have one (1) vote upon all questions
presented for action at any meeting of the
members.
Section 2. HONORARY MEMBERS. Honorary
members of this association shall not be entitled
to vote or hold office.
Section 3. EXECUTIVE SECRETARY. The
executimve secretary of this association shall not
be entitled to vote or hold office.
Section 4. METHOD OF VOTING. Voting may be
by voice, show of hands, or by secret ballot.
Article
V
Board
of Directors
Section
1. BOARD OF DIRECTORS. The business, property
and affairs of this association shall be managed by
a Board of Directors composed of
seven
(7) persons.
The membership of the Board of Directors shall
consist of the Chief
Executive Officer,
immediate
past president,
imediate
past vice-president, imediate past secretary,
imediate past
treasurer,
and two (2) members to be appointed by the board to
serve two
(2) years. The imediate past president shall serve
as the Chairman of the Board of
Directors.
Section 2. OFFICERS.
The officers
of this association shall consist of the president,
the vice-president, secretary, and the
treasurer.
(Define the officers' term of service.) The
president shall serve as the Cheif Executive
Officer.
Section
3.
EXECUTIVE
SECRETARY. The
Executive
Secretary's duties
are
described on a seperate
page.
Sub-contract
agent
Section
4.
VACANCIES. Vacancies in the Board of Directors,
shall be filled by appointment of the remaining
Directors.
Each person so appointed to fill a vacancy shall
remain a director until
their
successor has been duly elected and qualified.
Section
5. ACTION
BY UNANIMOUS WRITTEN CONSENT. If and when the
directors shall severally or collectively consent
in writing to an action to be taken by the
association, such action shall be valid as though
it had been authorized at a meeting of the Board of
Directors.
Section
6. REMOVAL
OF OFFICERS AND AGENTS. Any officer or agent may be
removed by the Board of Directors whenever in the
judgment of the board the interests of the
association will be served thereby.
Section
7.
COMPENSATION. The directors shall receive no
compensation for their services. Their reasonable
expenses may be paid, in the event these, or any
amendment to these By-Laws require travel out of
the city of their residence.
Article
VI
Officers
Section 1. CHEIF
EXECUTIVE OFFICER
(CEO). The
CEO
shall be elected by a majority vote of the members
present at the first meeting of the members of the
fiscal year. The
CEO shall hold
office for the term for which
the
CEO is elected
and until the
CEO's
successor is elected and qualified.
The
CEO shall
preside over all meetings
of
the members.
The
CEO shall have
a general management of the business of the
association and shall see that all orders and
resolutions of the Board
of the special or regular meetings are carried into
effect. The
CEO shall be
and ex-officio member of all committees and shall
have the general powers and duties of supervision
and management usually vested in
the
CEO of an
association.
Section 2. VICE-PRESIDENT. The
vice-president shall be elected by a majority vote
of the members present at the first meeting of the
members of the fiscal year.
The
vice-president
shall hold office for the term for which
The
vice-president
is elected and until The
vice-president's
successor is elected and qualified.
The
vice-president's
duties shall be to assist the
CEO
and perform the duties and exercise the powers of
the CEO
or until he or another member is chosen to replace
the CEO.
Section 3. SECRETARY. The secretary shall be
elected by a majority vote of the members present
at the first meeting of the members of the fiscal
year. The
secretary
shall hold office for the term for which
the
secretary is
elected and until the
secretary's
successor is elected and qualified.
The
secretary
shall be responsible for all notices required by
statute, by-laws or resolution.
The
secretary
shall perform such other duties as may be delegated
to by the Board of Directors.
Section 4. TREASURER. The treasurer shall be
elected by a majority vote of the members present
at the first meeting of the members of the fiscal
year. The
treasurer
shall hold office for the term for which
the
treasurer is
elected and until The
treasurer's
successor is elected and qualified. The treasurer
shall be responsible for the books belonging to the
association being full and accurate accounts of all
receipts and disbursements.
The
treasurer
shall have deposited all moneys, securities and
other valuable effects in the name of the
association in such depositories as may be
designated for that purpose by the Board of
Directors. The
treasurer
shall be responsible for disbursing the funds of
the association as may be ordered by the board,
taking proper vouchers for such disbursements, and
shall render to the CEO
and the
Board of Directors
at the regular meetings of the board, and whenever
requested by them, an account of all the
transactions under the office of treasurer and of
the financial condition of the association.
Section 5. COMPENSATION. The officers
enumerated in this Article shall receive no
compensation for their services. Their reasonable
expenses may be paid, in the event these or any
amendment to these By-Laws require travel out of
the city of their residence.
Section 6. VACANCIES. In case of the death,
resignation, disqualification or removal of the
CEO
of this association, the vice-president shall
forthwith and automatically succeed to the title
and duties of that office, and the Board of
Directors shall fill the vacancy so created in the
office of vice-president, secretary, or treasurer
will be filled by appointment by the Board of
Directors.
Article
VII
Standing
Committees
This association shall have the following
standing committees, each of which shall be
composed of not less than three (3) members, and
shall be known as the auditing, legislative,
membership, and budget committees, and such
standing committees shall be appointed by the
president immediately after his election. The
president, vice-president, secretary, and treasurer
shall be members ex-officio of all standing
committees.
The duties of the standing committees shall be:
1. AUDITING COMMITTEE. The auditing
committee shall examine the books of the secretary,
the treasurer, and any other committee with
financial responsibilities to determine their
accuracy, and to perform any other financial duties
referred to them by the association. Immediately
after March 1st of each year, and any other time at
the call of the Board of Directors, the auditing
committee shall render a complete report and make
any recommendations for keeping the records and
minutes of the association.
2. LEGISLATIVE COMMITTEE. The legislative
committee shall consider all matters relating to
legislation or regulation which may effect the
interests of the plumbing, heating, or air
conditioning industry local, state or national.
3. MEMBERSHIP COMMITTEE. The membership
committee shall consist of five (5) active members,
who shall be appointed by the president. All
applications for membership shall be transmitted to
the committee, who are charged with making due
inquiry and investigation of the applicant, the
committee by a majority vote shall recommend to the
Board of Directors that the applicant shall be
accepted or rejected.
4. BUDGET COMMITTEE. The budget committee
shall prepare and recommend to the Board of
Directors a budget for the operation of the
association for each fiscal year. The budget for
the year is to show all expected revenue from dues
and other sources and all estimated expenses for
the new fiscal year. The budget committee will make
such recommendations as raising, lowering or
changing the dues structure, adding sources of
revenue, discontinuing various services or
functions and other matter which effect the receipt
and expenditure of moneys. The new budget, with
recommendations, will be submitted for approval to
the Board of Directors at the first regular meeting
of the new Board of Directors.
Article
VIII
Execution
Of Instruments
Section 1. CHECKS, ECT. All authorized checks,
drafts, and orders for payment of money shall be
signed by the treasurer
and/or the CEO,
in the name of the association.
Article
IX
Dues
Section 1. DUES. Dues of membership shall
be set by the Board of Directors.
Section 2. DUES PAYMENTS. Dues shall be
paid in advance at the first of each fiscal year.
The Board of Directors shall have the power to
authorize quarterly payments in advance.
Section 3. HONORARY MEMBERSHIP. Honorary
members shall not be required to pay dues.
Article
X
Types
Of Membership
Section 1. ACTIVE MEMBERSHIP.
Any
person, firm or corporation duly licensed by the
State Board of Examiners of Plumbing, Heating,
& Fire Sprinkler Contractors shall be eligible
for active membership upon such terms and
conditions as set forth in these By-Laws and any
amendments forth
coming
Section 2. ASSOCIATE MEMBERSHIP. Define
associate member.
Section
3. HONORARY
MEMBERSHIP. Any person may, in the opinion of the
membership, may be designated for honorary
membership in this association.
Article
XI
Acquisition
of Membership
Section
1. ACTIVE MEMBERSHIP. Any person, firm or
corporation that qualifies for active membership
under
Articles VII and X of the Articles of By-Laws may
submit to the secretary an application for active
membership. Dues for the current fiscal year shall
accompany the application. The secretary shall
transmit the application to the membership
committee, who shall make due inquiry as to the
fitness and qualifications of the applicant and by
a majority vote shall recommend to the Board of
Directors that the applicant shall be accepted or
rejected. The board of directors upon receiving
said recommendation at its next meeting shall elect
or reject the applicant.
Section 2. HONORARY MEMBERSHIP. Any person
eligible for
honorary membership may be proposed by any active
member in good standing and must be supported by
unanimous vote of the active members present at any
regular meeting.
Section 3. RIGHTS AND DUTIES OF MEMBERS.
Active members only may vote at the meetings of the
association, or hold elective office therein; the
several members of a firm or the officers of a
corporation may attend and take part in all
proceedings, but the vote of said members of a firm
or corporation shall count as one vote.
Article
XII
Termination
of Membership
Section 1. LOSS OF QUALIFICATION. Any member
who shall cease to qualify for active membership as
set forth in the Articles of By-Laws shall
forthwith cease to be an active member of the
association by action of the Board of
Directors.
Section 2. EXPELLING MEMBERS. The Board of
Directors for good cause shown and with notice and
hearing, may expel any member from this association
if, in the opinion of the Board of Directors, such
action shall be necessary to keep this association
free from legal proceeding or to preserve the good
name of this association and that of the plumbing,
heating and air conditioning industry in
general.
Section 3. NON-PAYMENT OF DUES. Every
member having dues three (3) months in arrears
shall have no choice nor shall be eligible to hold
elective office until the delinquent account is
paid, and at the discretion of the Board of
Directors, his name may be dropped from the
roll.
Section 4. REINSTATEMENT. When a member is
suspended for nonpayment of dues and desire to be
reinstated in this association he shall pay all
dues owed the association by him at the time of his
suspension, plus dues for the current year, and
make application for
reinstatement.
This
application shall be considered and passed upon by
the membership committee and Board of Directors in
the same form and manner of a new application.
Article
XIII
Unauthorized
Acts
Section 1. This association shall not be
liable for or assume the burden of any unauthorized
act of any member of this association.
Article
XIV
Amendments
Section 1. AMENDMENTS. These By-Laws may be
amended, repealed or altered, in whole or in part,
by a majority vote of the membership at any regular
or special meeting; provided that any special
meeting of the membership of this association
called for the purpose of amending, repealing or
altering these By-Laws.
The notice of
said meeting shall contain a statement of the
nature of the proposed amendment. At any special
meeting called for the purpose of amending these
By-Laws the active members may vote in person or by
proxy.
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