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.
|
D i r e c t o r s a n d O f f i c e r s
