ARTICLE I

OFFICES

 

1.1       Office.  The principal office of SMACNA Mid-Atlantic, Inc. (hereinafter “Association”) shall be located at such place or places as the Board of Directors may, from time to time, determine.

 

ARTICLE II

 PURPOSES

 

2.1       Purposes.      The Corporation is organized exclusively as a business league of companies in the Sheet Metal Industry (hereinafter “Industry”) for the promotion of common business interests and improvement of business conditions of its members, no part of the earnings of which shall inure to the benefit of any stockholder or individual.

 

In support of such purposes, the main activities of the Corporation shall include:

 

a.         To establish, conduct or participate in such educational programs for employers and employees in the Industry, and the general public, with respect to techniques, ideas and methods, which will improve the Industry and increase the contribution that the Industry can make to the community;

 

b.         To formulate programs that will promote harmony between industry employers and employees so as to avoid the possibility of work stoppages and labor disputes;

 

c.         To disseminate Industry and labor/management information to the Corporation’s membership, including, but not limited to, the following:

 

(I)         Study and explore ways of increasing productivity of both labor and management.

 

(ii)        Study and explore ways of eliminating potential problems which reduce the competitiveness and inhibit economic development in the Industry.

(iii)       Study and explore joint approaches to achieving organizational effectiveness.

 

d.         To study and institute programs which will make it possible for the Industry to be of greater service to the public;

 

e.         To engage in such public relations, education, and advertising programs as are necessary to develop and increase consumer demand so as to maintain maximum job opportunities and steady business activity;

 

f.          To establish standards within the Industry and improve such standards whenever necessary to keep pace with new developments in the Industry, including, but not limited to, the development of codes on a local, state and national basis;

 

g.         To assist signatory contractors in matters relating to the Sheet Metal Workers International Association and local unions thereof.

 

h.         To engage in proper and legal activities that will increase the efficiency of the Industry and foster good public relations;

 

I.          To support or oppose pending legislation and regulations at the local, state and/or national level;

 

j.          To engage in any other lawful activities incidental to or related to the accomplishment of the above purposes.

 

ARTICLE III

 REGULAR MEMBERS

 

3.1       Regular Members - Any individual, business entity, partnership, corporation, or firm which is a signatory to any collective bargaining agreement with the Sheet Metal Workers International Association or any local union thereof. The Board of Directors shall have sole authority to determine the qualifications for regular membership in this Association.

 

3.2       Associate Members – Associate membership in this Association is available to any person, firm, or corporation engaged in selling products and/or services to the Regular membership of this Association.  Associate membership is available to those firms who are interested in furthering the objectives and goals of the Industry. Associate Members shall have no property rights or voting rights and shall not be eligible for office in this Association.  The Board of Directors shall determine, from time to time, the criteria for Associate membership in this Association.

 

3.3       Voting Rights.  Each Regular member, in good standing, shall be entitled to one vote on each matter submitted to a vote of the members.  Each member firm shall designate one representative who shall be entitled to one vote on each matter submitted to a vote of the members at any meeting of members.

 

3.4       Application of Membership.  An applicant for Regular or Associate membership in the Association shall file his/her application with the Association office.  Each applicant shall subscribe to and agree to be bound by the Bylaws of this Association in effect as of the date of his/her acceptance into membership, or as the same may thereafter be amended.

 

3.5       Terms of Membership.  Any Regular member of the Association may tender his/her resignation by filing with the Association his/her resignation in writing and paying in full, all financial obligations of record against him/her.  Such resignation may be duly accepted by the Board of Directors of the Association.  No resignation shall be accepted until such obligations have been paid or adjusted to the satisfaction of the Board of Directors.  Any Regular member of the Board of Directors who is an employee, officer, shareholder, or principal of a regular member who resigns shall be deemed to resign as a director, if so serving.

 

It shall be the duty of each Regular and Associate member of this Association to observe and abide by the Bylaws, to cooperate with the Directors for the purpose of attaining and effecting the objectives of the Association.

 

3.6       Membership Fee.  Each Regular or Associate member shall pay to the Association an admission or membership fee in such amount as the Board of Directors shall determine.  Said payment shall accompany the application of the Regular or Associate member.

 

3.7       Annual Dues.  The Annual Dues for this Association shall be as established from time to time by the Board of Directors, and shall be payable at such times as determined by the Board of Directors.

 

3.8       Suspension or Expulsion.  Any Regular or Associate member who is delinquent in his/her dues, obligations under the collective bargaining contract or has violated a rule of the Association or who is guilty of any conduct inimical to the welfare of the Association may be suspended or expelled.

 

The Board of Directors shall give any Regular member who is the subject of the proposed action fifteen (15) days’ prior notice of the proposed expulsion, suspension, or termination and the reasons therefore.  Said notice shall be sent by first class or registered mail to the Regular member at the last address of the Regular member shown on the Association’s records.  The Regular member may submit a written statement to the Board regarding the proposed action not less than five (5) days before the effective date of the proposed expulsion, suspension, or termination.  Prior to taking the proposed action, the Board shall review any such statement submitted and shall determine the mitigating effect, if any, of the information contained therein.  The decision of the Board of Directors shall be final.

 

Any fully paid-up Regular member terminated from the Association shall receive a prorated refund of dues or assessments already paid.

 

A suspended Regular member shall not be entitled to exercise any of the voting rights set forth in Article III herein.  Any Regular member suspended from the Association may be reinstated upon the removal of the cause of suspension by majority vote of the Board of Directors at the meeting at which reinstatement is acted upon.

 

ARTICLE IV

MEMBERSHIP MEETINGS

 

4.1       Meeting Place: All meetings of the Regular members shall be held at the principal place of the Association, or at such other place as shall be determined by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the notice of the meeting.

 

4.2       Annual Meeting Time: The annual meeting of the Regular members for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at a time and place designated by the Board of Directors.

 

4.3       Annual Meeting Order of Business: At the annual meeting of the Regular members, the order of business shall be as established by the Board of Directors, and shall include election of directors.

 

4.4       Special Meetings.  Special Meetings of the Regular members for any purpose may be called at any time by the President, with approval of a majority of the Board of Directors, or by ten percent (10%) and/or seven (7) or more of the Regular members.

 

4.5       Notice:

 

a.         Notice of the time and place of the Annual Meeting of Regular members shall be sent to each Regular member of record entitled to vote at such meeting in accordance with Section 9.1 of these Bylaws, not less than thirty (30) days in advance of the meeting.

 

b.         Notice of the time and place of each Special Meeting and the reason for which the meeting is called, shall be sent to each Regular member of record entitled to vote at such meeting, in accordance with Section 9.1, not less than ten (10) days (or, in the case of mergers or sales of assets or dissolution, twenty (20) days) in advance of the meeting.

 

4.6       Voting Record.  At least ten (10) days before each meeting of Regular members, a complete record of the Regular members entitled to vote at such meeting shall be made, arranged in alphabetical order, and shall be kept on file at the main office of the Association for a period of ten (10) days prior to such meeting.  The record shall be kept open at the time and place of such meeting to enable any Regular member the opportunity to inspect the record.

 

4.7       Quorum and Vote

 

a.         A Quorum at any Annual, Regular, or Special meeting of Regular members shall consist of the Regular members of the Association present at such meeting.

 


b.         The votes of the majority of those present at any properly called meeting of Regular members at which a quorum, as defined in this paragraph, is present, shall be sufficient to transact business.

 

c.         A minimum of seven (7) regular members are necessary to constitute a quorum.

 

 

4.8       Voting Rights

 

Except as otherwise provided in these Bylaws, or to the extent that voting rights are limited or denied by the Articles of Incorporation, each Regular member, on each matter submitted to a vote at a meeting of Regular members, shall have one (1) vote.

 

4.9       Proxies

 

Members may vote by proxy under the following conditions. Proxies shall be permitted as long as they are received in writing by the Association at least five (5) days prior to the meeting. Proxies may be submitted in writing by way of regular mail, fax, or email.

 

ARTICLE V

SHARES

 

5.1       Issuance of Shares.  No Shares of the Association are authorized or shall be issued.

 

ARTICLE VI

BOARD OF DIRECTORS

 

6.1       Number and Powers.  All powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be managed under the direction of, the Board of Directors.  The terms shall be staggered, with approximately one-third (1/3) of the Directors being elected in each year.  The Board of Directors shall consist of Regular members, who shall be active Regular members in good standing and shall be elected at an annual membership meeting, or at a special meeting of the Regular members held for the purpose of election.  The Board of Directors shall determine, from time to time, the number of Directors of this Association, but the number shall not exceed 13.

 

The term of office for Directors shall be three years, or until their successors are elected and qualified, except that at the first annual meeting, all Directors shall be elected for terms of one, two or three years.  Directors appointed by the Board shall serve the unexpired term of the Board member being replaced. The Immediate Past President will serve for one year.

 

6.2       Change of Number.  The number of Directors may be increased or decreased by the Regular members at any Annual or Special meeting.

 

 

6.3       Removal of Directors:  At a meeting of the Regular members called expressly for that purpose, any or all Directors may be removed by an affirmative vote of the majority 2/3 of the Regular members of the Association.  A Director may also be removed by resignation, death, incapacity, or in accordance with the laws of the State of Maryland.  In the event a Director is removed, a new Director shall be appointed by the remaining Directors to fill the removed director’s remaining term of office, at which time the new Director will run for reelection.  In the event there are no remaining Directors, the President of the Association will conduct an election of Directors.

 

6.4       Eligibility to Serve as Director.  To be eligible to serve as a Director, a person, or such person’s business, must be a Regular Member of the Association in Good Standing.

 

6.5       Quorum.  A majority of the entire Board of Directors shall be necessary at all meetings to constitute a Quorum for the transaction of business.

 

6.6       Adjournment and Voting

 

a.         A majority of the number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any board meeting, but if less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  However, if the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place shall be given to the Directors who were not present at the time of the adjournment.

 

b.         The act of the majority of the Directors present at a Board meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these Bylaws.

 

c.         Substitution of Director:  In the event a Director cannot be present at a regular or special meeting of the Board, the Director, may, provided that the Director provides written notice to the Executive Director, send a substitute of the Director’s own choosing. The substitute shall be permitted to serve in his/her stead at the meeting and shall have the right to vote and participate in all Board business as if the original Director were present.

 

6.7       Waiver of Notice.  Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  A waiver of notice signed by the Director or Directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.

 

6.8       Registering Dissent.  A Director who is present at a meeting of the Board of Directors at which action on a matter is taken shall be presumed to have assented to such action, unless his/her dissent shall be entered in the Minutes of the meeting, or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting, before the adjournment thereof, or shall forward such dissent by registered mail to the Treasurer of the Association immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Director who voted in favor of such action.

 


6.9       Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee, and one or more other standing or special committees.  The Executive Committee shall consist of the elected officers and two members from the Board as appointed by the President.

 

6.10    The Executive Committee shall act on behalf of the Board of Directors between meetings on matters requiring immediate attention or urgent dispatch. The Executive Committee shall have and may exercise all of the authority of the Board of Directors, and other standing or special committees may be invested with such powers, subject to such conditions as the Board of Directors shall see fit; provided that, notwithstanding the above, no committee of the Board of Directors shall have the authority to: (1) fill vacancies on the Board of Directors or any committee thereof; (2) amend the Bylaws; (3) approve a plan of merger or consolidation requiring Regular member approval; (4) appoint other committees of the Board of Directors, or the members thereof; (5) amend the Articles of Incorporation; and (6) approve any action for which these Bylaws or the law requires approval of the Regular members.

 

6.11    Finance Committee: The Finance Committee shall periodically review the investments of the Association to secure a performance consistent with investment policies approved by the Board of Directors.  It shall also review and re-evaluate periodically the Association’s dues structure and other budgetary matters.  The Treasurer shall serve as the Finance Committee Chairman.

 

6.12    Nominating Committee: The purpose of the Nominating Committee shall be to gather nominations for officers and directors.

 

6.12(a) Composition: At least 90 days prior to each annual meeting, the President shall appoint a Nominating Committee of five members including the Immediate Past President who shall serve as the chairman.  The Immediate Past President shall vote only to break a tie. In selecting the Nominating Committee, the President shall attempt to include a member from each of the Association’s designated regions, from names submitted by the regional members.  The names of those nominees selected by the individual regions must be accepted by the Nominating Committee and placed on the official slate.

 

6.12(b) To maintain continuity within the organization, it is expected that the Treasurer will be nominated as Vice President and the Vice President will ascend to Presidency.

 

6.13    Committees: By adoption of these bylaws, the Board of Directors shall appoint designees of members in good standing to serve on committees established for the joint activities of the Association in a relationship proportional with the contributions of the local geographic areas served by the Association (i.e., Washington, Baltimore, Cumberland, Richmond, Norfolk, and Roanoke) 

 

6.13(a)-Local Committees: Each geographical area shall retain the rights to continue existing committees in the same manner established, and these committees will be recognized and supported by the Board of Directors of the Association.

 

6.14    Remuneration.  No stated salary shall be paid to Directors, as such for their service, but by resolution of the Board of Directors, a fixed sum and expenses may be allowed for attendance at each regular or special meeting of such Board of Directors; provided that nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation there for.  Members of standing or special committees may be allowed like reimbursement for attending committee meetings.

 

6.15    Regular Meetings

 

Regular meetings of the Board of Directors or any committee shall be held at the Association office, or at such other place as the Board of Directors or such committee, as the case may be, may from time to time designate.

 

Written notice of the date, time and place of all meetings of the Board of Directors or any committee shall be given at least ten (10) days prior to the meeting.  Written notice and confirmation will be in the form of letter, fax, or email.

 

6.16    Special Meetings

 

a.         Special Meetings of the Board of Directors may be called at any time by the President or by any two (2) Directors, to be held at the registered office of the Association, or at such other place or places as the Board of Directors or the person or persons calling such meeting may from time to time designate.  Notice of all Special Meetings of the Board of Directors shall be sent to each Director not less than five (5) days prior to the meeting by written or printed letter or by facsimile (FAX).  The Notice of Special Meetings shall state the general nature of the business to be transacted at such a meeting.

 

b.         Special Meetings of any committee may be called at any time by such person or persons, and with such notice as shall be specified for such committee by the Board of Directors, or, in the absence of such specification, in the manner and with the notice required for Special Meetings of the Board of Directors.

 


6.17    Action of Directors Without Meeting.  Any action required or which may be taken at a meeting of the Directors, or of a committee thereof, may be taken without a meeting if a consent, in writing, setting forth the action so taken or to be taken shall be signed by all of the Directors, or all of the members of the committee, as the case may be, such consent shall have the same effect as a unanimous vote.

 

6.18    Action of Directors by Communication Equipment.  Any action required or which may be taken at a meeting of Directors, or of a committee thereof, may be taken by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.

 

6.19    Duties of Directors.  A Director of the Association shall perform the duties of a Director, including the duties as a member of any committee of the Board of Directors upon which the Director may serve in good faith, in manner such Director believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

 

In performing the duties of a Director, a Director shall be entitled to rely on the information, opinion, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

 

a.         One or more officers or employees of the Association whom the director believes to be reliable and competent in the matter presented.

 

b.         Counsel, public accountants, or other persons as to matters which the Director believes to be within such person’s professional or expert competence.

 

c.         A committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committees the Director believes to merit confidence, so long as the Director acts in good faith and without knowledge that would cause such reliance to be unwarranted.

 

6.20    Limitation of Liability.  A Director who performs his or her duties in accordance with the standards set forth in Maryland statutes shall have no liability based upon any alleged failure to discharge his or her obligations as a Director.

 

6.21    Directors’ Conflicts of Interest

 


a.         A contract or other transaction between the Association and: (1) its Director or a member of the family of its Director; (2) a director of a related organization, or a member of the family of a director of a related organization; or (3) an organization in or of which the Association’s Director, or a member of the family of its Director, is a director, officer, or legal representative or has a material financial interest; is not void or voidable because the director or the other individual or organization are parties or because the director is present at the meeting of the Regular members or the Board or a committee at which the contract or transaction is authorized, approved, or ratified, if any one of the requirements of paragraph (b) is satisfied.

 

b.         A contract or transaction described in paragraph (a) is not void or voidable if:

 

(1)       the contract or transaction was, and the person asserting the validity of the contract or transaction has the burden of establishing that the contract or transaction was, fair and reasonable as to the Association when it was authorized, approved, or ratified; or

 

(2)       the material facts as to the contract or transaction related to the director’s interest are fully disclosed or known to the Regular members and the contract or transaction is approved in good faith by two-thirds of the Regular members entitled to vote, not counting any vote that the interested director might otherwise have, or the unanimous affirmative vote of all Regular members, whether or not entitled to vote;

 

(3)      the material facts as to the contract or transaction related to the director’s interest are fully disclosed or known to the Board or a committee, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a majority of the Board or committee, not counting any vote that the interested Director might otherwise have, and not counting the director in determining the presence of a quorum.


ARTICLE VII

 OFFICERS

 

7.1       Designation.  The Elected Officers of the Association shall be members of the Board of Directors and shall be a President, a Vice-President and a Treasurer, who shall be elected for a one (1) year term by the Directors at their first meeting after the annual meeting of Regular members, and who shall hold office until their successors are elected and qualified; except that initially the officers shall be elected by the directors at an organizational meeting following the approval of the Articles of incorporation of the Association.

 


7.2       President.  The President of the Board shall preside at all meetings of Regular members and Directors, shall have general supervision of the affairs of the Association, and shall perform all such other duties as are incident to his/her office or are properly required of him/her by the Board of Directors.  The President of the Board shall appoint or replace the chairpersons and members of all committees and task forces of the Association, and all representatives of the Association to other associations and groups.

 

7.3       Vice-President.  During the absence or disability of the President of the Board, the Vice President shall exercise all the functions of the President.  In addition, the Vice President shall have such powers and discharge such duties as may be assigned to him/her from time to time by the Board of Directors.

 

7.4       Treasurer.  The Treasurer shall have general supervision over all financial affairs of the Association and shall keep the book of the Association.

 

7.5       Delegation.  In the absence or inability to act of any officer of the Association and of any person herein authorized to act in his/her place, the Board of Directors may from time to time delegate the powers or duties of such Officer to any other Officer or any Director or other person whom it may select.

 

7.6       Vacancies.  Vacancies in any office arising from any cause may be filled by the Board of Directors at any Regular or Special Meeting of the Board.

 

7.7       Other Officers.  Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

7.8       Term Removal.  The Officers of the Association shall hold office until their successors are chosen and installed.  Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a two-thirds majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

 

 

ARTICLE VIII

ASSOCIATION EXECUTIVE

 


8.1       The Board of Directors shall employ an Association Executive to conduct the affairs of the Association.  The Board of Directors shall have the right to terminate the employment of the Association Executive.  The Association Executive shall report  to the President of the Board.  The Association Executive and such other employees of his/her Staff shall receive compensation for their services as determined by the budget as approved by the Board of Directors.  No Regular member engaged as a contractor in one of the represented industries is eligible to serve as Association Executive or on the Staff of the Association Executive.

 

8.2       The Association Executive shall be provided with an office and all necessary equipment, telephone service and expense account to properly conduct the business affairs of the Association.  He/She shall assist the President of the Board at all meetings, represent the Association at all times at the discretion of the Board of Directors.  He/She shall have the power to perform such other duties of an executive nature as may be assigned to him/her by the Board of Directors.  Other employee(s) of the Association will be hired by and will be under the supervision of the Association Executive.

 

8.3       The Executive Director shall be an officer of the Association and a non-voting member of the Board of Directors.

 

ARTICLE IX

 NOTICES

 

9.1       Notices.  Except as may otherwise be required by law, any notice to any Regular member or director shall be sent by either mail, including Internet E-mail, or facsimile (FAX) transmission.  If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his/her last known address in the records of the Regular member, with postage thereon prepaid.

 

 

 

ARTICLE X

CONDUCT OF LABOR AND EMPLOYEE RELATIONS ACTIVITIES BY

THE ASSOCIATION AND ITS MEMBERS

 

10.1    Designation of Authority.  By establishing or maintaining membership in this Association, a member designates the Association as its exclusive agent in conducting contract negotiations, as well as issues of contract administration, with any labor organizations that represent employees of the member.  This authorization shall be perpetual, and shall continue until either (a) the member has validly resigned its membership in the Association in conformity with these bylaws, (b) such membership has been terminated by the Association, or (c) the Association has released the member from such authorization, through action of its Board of Directors.

 

10.2    Association’s Authority Exclusive.  This authority vested in the Association shall be exclusive.  The member agrees that it will not undertake negotiations with any union for such a collective bargaining agreement, including an interim agreement, nor shall it become party to any such agreement, either orally, or in writing, without the prior written consent of the Association, with such consent being granted solely by action of the Board of Directors.  The member shall not take any action with respect to the wages, hours, or terms and conditions of employment of any employees that are part of any collective bargaining unit, if such action would, in the opinion of the Association, adversely affect the Association’s ability to negotiate or administer collective bargaining agreements for the industry.

 

10.3    Agreement to Abide By Group Action.  The member shall abide by any and all decisions of the Association concerning the conduct of labor negotiations and contract administration, including any decisions concerning concerted actions to be taken by members of the Association during the course of such negotiations, and the member shall immediately implement such decisions upon the written request of the Association.

 

10.4    Violation of Obligations.  In the event that it is alleged that a member has violated its obligations with respect to any matter set forth in this Article, a meeting of the Association’s Board of Directors may be convened in the manner set forth in these Bylaws.  The Board of Directors shall have the authority to determine whether the member has violated any of the obligations set forth in this Article, to determine the appropriate sanctions or penalty for such violation, and to direct the member to rescind any action that it has taken that is inconsistent with its obligations under this Article.

 

10.5    Legal Relief.  The member recognizes that any violation of the provisions of this Article shall result in irreparable harm to the Association and its members.  The member agrees that, in the event of an actual or threatened breach by it of any provisions of this Article, the Association shall be entitled to prevent and restrain such breach, and the member further agrees that this shall be a proper subject for the remedy of specific performance in the event of any such alleged breach, in addition to any action that may be taken by the Board of Directors under Section 17.4 of this Article XVII.

 

            The member shall pay the Association’s costs, including reasonable attorneys’ fees, in the event that the Association commences any legal action to enforce any of the members’ obligations under this Article.

 

 

XI. SEAL

 

11.1    Seal.  This Association shall not have a corporate seal.

 

                                                                             

ARTICLE XII

 INDEMNIFICATION AND INSURANCE

 

12.1    Indemnification and Insurance.  Indemnification of Officers, Directors, employees and agents shall be provided to the fullest extent permitted by Maryland law, as now or hereafter amended.

 

The Association shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Directors, Officers, employees, and other persons described in Maryland Statutes, including persons formerly occupying any such positions, against any liability asserted against or incurred by any such person in such capacity or arising out of his or her status as such agent of the Association.

 

ARTICLE XIII

 BOOKS AND RECORDS

FISCAL YEAR

 


13.1    Books and Records.  The Association shall keep correct and complete books and records of account, and shall keep reports of the proceedings of its Regular members and Board of Directors; and shall keep at its registered office or principal place of business, a record of its Regular members, giving the names and addresses of all Regular members.  Any books, records, and reports may be in written form, or any other form capable of being converted into written form, within a reasonable time.

 

13.2    Fiscal Year.  The fiscal year of the Association shall be a calendar year.

 

 

 

ARTICLE XIV

AMENDMENTS

 

14.1    These bylaws may be amended or revised at any regular meeting by two-thirds (2/3) vote of the general members present provided a quorum be present at such meeting and provided the proposed amendment or revision has been first submitted in writing at a previous regular meeting and all general members have been duly notified of the proposed amendment or revision in writing not less than seven (7) days before the meeting at which the said proposed amendment or revision is to be voted on.

 

ARTICLE XV

CONSTRUCTION

 

15.1    As used in these Bylaws:

 

a.         The word “shall” is mandatory and the word “may” is permissive.

b.         The words “Directors” and “Board” mean Board of Directors.

c.         The word “Association” means the Corporation.

 

ARTICLE XVI

POLITICAL ACTION

 


16.1    Coordination of Political Activities.  The Board of Directors shall coordinate and supervise the political activities of the Association, including, but not limited to, (a) formulating political strategy for the Association; (b) overseeing the development of positions on political issues; (c) coordinating the work of the Association’s lobbyists, consultants and other political advisers and agents; and (d) generally managing the political activities of the Association.

 

16.2    Limitations.  No officer, director, agent, employee, or Regular member of the Association shall take any political action on behalf of the Association or in the name of the Association on any political issue without the express prior approval of the Board of Directors.

 

16.3    Definition.  The term “political action,” as used in this section, shall mean and include all the activities listed and referred to in Article I above and all other political activities of like kind.

 

 

ARTICLE XVII

PROPERTY AND FUNDS

 

17.1    Rights to Property and Funds.  All property and funds shall be in the name of the Association.  No member, firm, or any other corporation shall have any right in or to any property or funds of the Association.  No Regular member shall, upon his or her withdrawal or expulsion from the Association, be entitled to receive an interest in any of the assets of the Association.

 

17.2    Limitation on Liabilities.  No Regular member, officer, agent or employee of this Association shall be personally or otherwise liable for any of the debts, liabilities, and/or obligations of this Association.

 

17.3    Contracts.  The Board of Directors may authorize any officer or officers, or agent of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

 

No Regular member shall be empowered to contractually bind the Association or incur debt in its name unless authorized to do so by the Board of Directors.

 

17.4    Checks.  All checks, draft or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

17.5    Deposits.  All funds of the Association shall be deposited, from time to time, to the credit of the Association in such banks or other depositories as the Board of Directors may select.

 

17.6    Contributions, Gifts.  The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.

 


17.7    Distribution of Association Assets.  No person shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the Association.  In the event of dissolution of this Association, its assets remaining after payment of, or provision for payment of, all debts and liabilities of the Association shall be distributed to a nonprofit organization having the same purpose as this Association.