By-Laws of the Home Builders and Remodelers Association of Western Massachusetts, Inc.
ARTICLE I: NAME AND LOCATION
Section 1: The name of this Association shall be the Home Builders Association of Western Massachusetts, Inc.
Section 2: The principal office of this Association shall be located at such place as the Board of Directors may from time to time designate within Hampden County.
Section 3: The Association seal shall be circular in form and have inscribed thereon the name of the Association and the year of its incorporation. The Board of Directors may alter the form of the seal and the inscription thereon at any time.
ARTICLE II: PURPOSE
Section 1: The Home Builders Association of Western Massachusetts is a trade association representing all concerns of the construction industry in its chartered area.
The association interacts with governments and communities to provide new home construction, remodeling, light commercial and land development services to the communities of Western Massachusetts in order to enhance the quality of life and the business climate. It conducts educational programs, disseminates trade and technical information, and promotes member products and services.
The Home Builders Association of Western Massachusetts, affiliated with the Massachusetts and National Association of Home Builders, seeks to further the professional standards and images of its members and the construction industry.
Section 2: The purpose of this Association shall include, but not be limited to:
To associate the members of the home building industry within its jurisdiction for the purpose of mutual advantage and cooperation.
To develop and maintain within the home building industry a high appreciation of its objectives and responsibilities in serving the public.
To collaborate with other trades, businesses, and professions, together with trade, professional and civic organizations, for the benefit of the industry as a whole.
To advocate and encourage the constant improvement of home building techniques and practices, consistent with quality craftsmanship and responsible community development.
To promote and protect home ownership among all people through the Association’s efforts to serve, advance and protect the welfare of the home building industry.
To issue publications and conduct educational programs as may be necessary to disseminate information of value to its members, the industry, the public, and government.
Referral of members to the general public.
Section 3: This Association shall be operated as a non-profit corporation consistent with Chapter 180 of the General Laws of Massachusetts and Section 501(c)(6) of the Internal Revenue Code, as amended. No part of the income of this Association shall inure to the benefit of any individual.
ARTICLE III: CODE OF ETHICS
Section 1: The Members of this Association shall subscribe to the following Code of Ethics in their dealings with members, customers, clients and the general public:
Members of the Home Builders Association of Western Massachusetts, Inc. believe and affirm that:
Home ownership can and should be within the reach of every American family. American homes should be well-designed, well-constructed, and well-located in attractive communities, with educational, recreational, religious and shopping facilities accessible to all. American homes should be built under the free enterprise system. In our relationships with consumers, clients, and the general public, we affirm and agree to be bound by the belief that:
As members of this association, the leading representative of the construction industry in Western Massachusetts, we must always conform our conduct to the highest business and technical standards in our dealings with the general public.
Each Member, for the protection of all parties with whom he deals, is encouraged to see that financial obligations and commitments regarding business activities are in writing, expressing the exact agreement of the parties and that copies of such agreements, at the time they are executed, are placed in the hands of all parties involved.
Each Member has the responsibility to keep informed regarding laws, regulations, proposed legislation, planning and zoning codes, public policies, and other essential information which affect his business interests and those of the building industry as a whole.
Our paramount responsibility is to the customers we serve and the communities where we work, proceeding with honesty, constructing housing of attractive, functional design and sound craftsmanship, and incorporating high standards of health, safety, and sanitation, so that each unit is an asset to its owner and the community in which it is located.
As members of a progressive industry, we encourage research to develop new materials, building techniques, and equipment, together with improved methods of home financing, to the end that every home purchaser may get the greatest value possible for every dollar invested.
We hold inviolate the free enterprise system and the American way of life. We pledge our support to our business associates, our national, state and local Home Builders Associations, and all related industries concerned with the preservation of legitimate rights and freedoms necessary to engage productively in our chosen endeavor.
In our relations with other Builder and Associate Members, we believe and affirm that:
No Member shall attempt to injure, with malicious intent, either directly or indirectly, the professional reputation, prospects, practice, or employment of another Member of the Association; nor shall he indiscriminately criticize another Member’s work in public.
No Member should seek an unfair advantage over his fellow Members, and should willingly share with them the lessons of his study and experience.
Each Member should so conduct his business as to avoid controversies between Members, and should any such controversy arise, to seek to resolve such controversy through a non-litigation dispute resolution mechanism.
In the best interests of society, of his associates, and of his own business, each Member shall be loyal to the Association, and shall refrain from engaging in activities which are counterproductive to the work of the Association and the interests of the building industry. Each Member should strive to be as active in the affairs and programs of the Association as his time and resources allow.
Members assume these responsibilities freely and solemnly, feel morally and financially responsible for these obligations so assumed, and are mindful that they are a part of their obligation as Members of the Association.
Section 2: Should a member, customer, client, or member of the general public believe that a Member of this Association is engaging in improper, unethical or illegal conduct, or that a Member has violated the letter or spirit of this Code of Ethics, he should present such information as is necessary to the Ethics Committee for their consideration and action.
Section 3: The Board of Directors shall be responsible for promoting and enforcing this Code of Ethics, shall create and maintain an Ethics Committee to consist of seven (7) members, and shall delegate only those responsibilities specifically permitted in the following Sections of this Article. The Ethics Committee shall establish administrative procedures for its operation consistent with the provisions of this By-Law Article for the enforcement of this Code of Ethics.
Section 4: Any member may request an Advisory Opinion regarding conduct under this Code of Ethics, pursuant to the following procedures:
Such request shall be made in writing by the member, and shall set forth the factual situation in as detailed a manner as is possible, the contemplated action or activity which is the basis of the request, whether it is a one time occurrence or an ongoing business activity, and a realistic time frame for receipt of an official response from the Committee.
Upon receipt of such request for an Advisory Opinion, the Chairman of the Ethics Committee shall forward copies of the Request to all members of the Committee, and schedule a meeting at which it will be discussed. The member shall be invited to attend the meeting to further clarify his request and to answer any questions of the Committee. He shall not be present during the actual discussion of merits of the Advisory Opinion.
The meeting shall be continued from time to time, at the discretion of the Committee, until the Committee has reached a decision; however, such decision shall be rendered within thirty (30) days of the receipt of such request by the Ethics Committee.
The Committee shall issue its Advisory Opinion to the member by certified mail, return receipt requested, within ten (10) days of the conclusion of the meeting, outlining its determination and the rationale for reaching such decision.
Any member has the right to appeal the determination of the Ethics Committee contained in the Advisory Opinion to the full Board of Directors. Such right must be exercised within thirty (30) days following the mailing of the Advisory Opinion.
The Board of Directors shall hear such appeal at their next meeting, scheduled no later than forty (40) days following receipt of Notice of Appeal. The member shall receive notice of such meeting within five (5) business days of receipt of the Notice of Appeal by the Board. The member will be entitled to summarize his position before the Board, and each Board member will be given the opportunity to question the member. The decision of the Board of Directors sitting as an appellate board shall be final.
In any Ethics proceeding involving the member requesting the Advisory Opinion and the subject matter of the Opinion, the member’s compliance with the Opinion shall be the only issue to be determined by the Ethics Committee in their proceedings under Section 4 of this Article.
In any other Ethics proceeding involving the subject matter of an Advisory Opinion, the Advisory Opinion and a member’s reliance on such opinion shall be given appropriate consideration in proceedings under Section 4 of this Article.
The Ethics Committee shall make the membership aware of the availability of its Advisory Opinions. Such opinions shall not contain the name of any party.
No Member shall request an Advisory Opinion after the action or activity in question has been done, nor shall the Ethics Committee consider such matter should the Committee know such action or activity has been done, except in the event that the action or activity is an ongoing business practice of the Member. No Member shall request an Advisory Opinion about the action, activity, or conduct of another individual, nor shall the Ethics Committee honor such request if the Committee should know that this is the case.
Section 5: In the event that a member of the association, or a customer or client of a member, or a member of the general public, presents to the Ethics Committee in writing an alleged violation of the Code of Ethics, the following procedures shall be followed:
The Chairman of the Ethics Committee or his designee shall gather all relevant information regarding the alleged violation, and present such information to the Ethics Committee.
Should less than five (5) Members of the Committee indicate the need for further action, the Complaint shall be dismissed and a letter shall be sent to the Complainant outlining the reasons therefore.
Should five or more Ethics Committee Members indicate that further action is required, a letter shall be sent to the Member responsible for the alleged violation indicating that a complaint has been received, outlining the basis of the complaint, and requesting that additional information in the form of an Answer in writing be supplied to the Committee within fifteen (15) calendar days.
Upon receipt of the Answer, the Committee, by an affirmative vote of at least half its members present and voting, shall determine whether to proceed with a Hearing or dismiss the Complaint.
In the event that the Committee moves to dismiss the Complaint, a letter shall be sent to all parties outlining the reasons therefore.
In the event that the Committee moves to proceed with a Hearing, all parties shall be notified of such action, and a Hearing shall be scheduled at the convenience of the parties and the Committee.
The Hearing shall be conducted by the Chairman of the Ethics Committee pursuant to the following procedures:
Each party shall be entitled to give testimony; produce evidence or witnesses, and be represented by Counsel.
Each party shall be entitled to cross-examine the other party and his or her witnesses, if any. Every member of the Committee shall be entitled to question the parties and their witnesses. The Hearing will be conducted without regard for strict rules of evidence and procedure, with the Chairman responsible for ensuring that each party is able to present all necessary information, and that each side has the opportunity to question the other.
Following the presentation of testimony and evidence, the Chairman may continue the hearing to such time as is convenient for the parties to present any additional information deemed necessary, or may conclude the hearing. At that point, no additional testimony or evidence may be presented to the Ethics Committee, nor shall any member of the Ethics Committee discuss the matter with any of the parties unless the hearing should be reopened for appropriate cause.
At the conclusion of the Hearing, the parties shall be dismissed, and the Committee will meet to render its decision by a simple majority vote of those members present and voting, and shall issue an opinion. The Committee shall determine one of the following courses of action:
- Dismissal of the Complaint
- Removal from the Association’s Membership Roll
The committee may adopt conditions which shall be made part of this determination. Any member has the right of direct appeal to the full Board of Directors following final disposition of the matter. Such right must be exercised within thirty (30) days following the mailing of notice of disposition. The Board of Directors shall hear such appeal at their next meeting, scheduled no later than forty (40) days following receipt of Notice of Appeal. All parties shall receive notice of such meeting within five (5) business days of receipt of the Notice of Appeal by the Board. Each party will be entitled to summarize his position before the Board, and each Board member will be given the opportunity to question the parties. The decision of the Board of Directors sitting as an appellate board shall be final.
The following rules of procedure shall be in effect for all stages of this process:
All notices to the parties shall be by Certified Mail, Postage Prepaid, and Return Receipt Requested.
All proceedings shall be conducted in a highly confidential manner, and only the parties, their witnesses, and the members of the Ethics Committee shall be present during the actual hearing.
The Board of Directors shall have the authority to set forth rules governing the conduct of Hearings and the forms to be used, if any, during this process.
The failure of a Member against whom a complaint has been filed to participate in any or all of the procedures set forth above shall constitute a waiver of his right to participate in the proceedings.
The failure of the person or persons filing a complaint to abide by the procedures set forth above may result in the dismissal of the complaint, with prejudice.
In the event that a real or apparent conflict exists between a member of the Ethics Committee and any party to these proceedings at the time of filing an Ethics action or at any time thereafter, said member shall disqualify himself from participating in the proceedings. In the event that the Chairman believes that a conflict exists between a member of the Ethics Committee and any party to these proceedings, the Chairman shall have the authority to replace such Ethics Committee member. The Chairman shall thereupon select a replacement from among the present or past officers of this Association. In the event that the Chairman disqualifies himself from participation, the President of the Association shall select a replacement.
ARTICLE IV: MEMBERSHIP AND DUES
Section 1: The Association shall have the following classes of members:
- BUILDER MEMBER
- ASSOCIATE MEMBER
Section 2: The qualifications for such classes shall be as follows:
BUILDER MEMBER – Any individual who is or has been in, or employed by a firm or corporation in, the business of building or remodeling structures normally related and appurtenant to a community, or in land development, and who holds a valid Massachusetts Construction Supervisor’s License or its equivalent; and who subscribes to the By-laws, policies and rules of this Association and has good credit references for both personal and business accounts shall be eligible to be a Builder Member.
Any member elected to membership in the Association as a Builder Member as of the adoption of these By-laws shall continue in this membership class, notwithstanding the requirement of a valid Massachusetts Construction Supervisor’s License or its equivalent.
ASSOCIATE MEMBER – Any individual with an interest in the building industry, and who subscribes to the By-laws, policies and rules of this Association and has good credit references for both personal and business accounts shall be eligible to be an Associate Member.
Section 3: Any person shall be eligible for election to membership in the Association who completes and signs an application for membership which shall contain an agreement by the applicant to observe and abide by the By-laws, policies and rules of this Association, and whose application is presented to the Board of Directors in accordance with the rules and procedures established by that body.
Section 4: To be elected to membership, an applicant must receive at least two-thirds (2/3) of the votes of the Directors present and voting at the meeting at which the person’s application is voted upon. Applicants approved and accepted by this Association, upon payment of dues, shall be members in good standing, and shall be entitled to the full benefits, services, and privileges of the Association.
Section 5: Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
Section 6: Annual membership dues may be levied upon members of this Association by a vote of three-fourths (3/4) of all Directors present and voting at any meeting of the Board. Such dues shall be payable at such times and in such amounts as the Directors may determine.
Section 7: Membership in the Association may be terminated according to the following procedures:
- A Member may resign by written notice.
- The Board of Directors may revoke the membership of a Member for non-payment of dues.
- The Ethics Committee may revoke the membership of a Member for a violation of its Code of Ethics pursuant to Article III, Section 4.
Section 8: Any Member whose Membership in the Association has been terminated by resignation, suspension, or revocation shall not be relieved of any obligation to pay any dues or other charges accrued and unpaid; nor shall such Member be entitled to any refund of dues paid.
ARTICLE V: ASSOCIATION MEETINGS
Section 1: The Annual Meeting of the Association shall be held in May in the Commonwealth of Massachusetts at a time and place to be determined by the Board of Directors, notice of which shall be mailed to all Members at least fifteen (15) days in advance of the date selected, for the purpose of conducting the following Association business:
- Election of Officers of the Association
- Election of the Board of Directors of the Association
- The taking up of such matters as may properly come before the general membership.
Section 2: Regular Meetings of the Association shall be held at times and places to be determined by the Board of Directors, notice of such times and places to be mailed in writing to all Members at least five (5) days before the day of each meeting.
Section 3: Special Meetings of the Association may be held from time to time, pursuant to the following:
Such meetings shall be held at the call of the President, by written request of at least one half (1/2) of the members of the Board of Directors, or by written request of at least thirty (30) members of the Association, stating the reasons therefore. No business shall be transacted unless its nature is clearly set forth in the notice of such meetings, such notice to be mailed in writing to all members of the Association at least five (5) days before such meetings.
Section 4: At any meeting of the general membership of the Association, ten (10%) percent of the members thereof in person or by proxy shall constitute a quorum for the transaction of business.
Section 5: At any meeting of the Association, a smaller number than the quorum may adjourn the meeting until a later date without the necessity of further notice of the meeting being held.
Section 6: Members may delegate their vote by written proxy to another member to be delivered to the secretary on or before the scheduled meeting.
ARTICLE VI: OFFICERS AND DIRECTORS
Section 1: The Officers of the Association shall be a President, First Vice President, Second Vice President, Third Vice President, Treasurer and Secretary, pursuant to the following:
The President, First Vice President, Second Vice President and Third Vice President shall each have been members of this Association for a minimum of three (3) years and shall have served at least one (1) year on its Board of Directors. At least one of the three vice presidents shall be an Associate Member and one shall be a Builder Member.
Section 2: The Board of Directors of the Association shall be comprised of the following:
The President, who shall also serve as Chairman of the Board of Directors; First Vice President; Second Vice President; Third Vice President; Treasurer and Secretary;
Eight (8) Directors who are Builder Members, and eight (8) Directors who are Associate Members; each of which shall be elected by the membership; The President of each Chapter or his designee and one representative elected by his respective Chapter. Past Presidents of this Association who have continuously maintained their membership in the Association or in any other state or local builders association recognized by the National Association of Home Builders and who have attended at least fifty percent (50%) of the regular meetings of the Board of Directors during the previous Association Administrative Year shall be voting members of the Board of Directors. For just cause demonstrated to the Board of Directors, the attendance requirement may be waived by the Board of Directors. The Chairperson of each Council created pursuant to Article XX of these By-Laws, as duly approved by the Board of Directors; and all other Past Presidents of the Association who are members of the Association shall serve as ex-officio members of the Board of Directors, without the right to vote.
Section 3: There shall be an Executive Committee comprised of the Association Officers, Immediate Past President and Executive Director, which shall act on behalf of the full Board of Directors ad interim when it is impractical to call a meeting of the full Board. The Executive Committee shall seek ratification of any action taken at the next meeting of the Board of Directors.
Section 4: There shall be a Past Presidents Advisory Committee comprised of those Past presidents serving on the Board of Directors of the Association, who shall advise the President and Board of Directors on any matters submitted to the Committee for their consideration.
Section 5: Any officer, past president or director may be removed from office by a vote of at least two-thirds (2/3) of those board members present and voting in the affirmative at a meeting called pursuant to Article IX.
ARTICLE VII: BOARD OF DIRECTORS DUTIES AND POWERS
Section 1: The Board of Directors shall be the governing body of the Association and have complete charge of the affairs, activities, business and property of the Association. The Board of Directors shall require the President and Treasurer to give bond in such amount and with surety or sureties, as they shall stipulate.
Section 2: The Board of Directors shall fill any vacancy on the Board of Directors for the unexpired term of such vacancy by a vote of two-thirds (2/3) of the Board members present and voting. A vacancy caused by the resignation or removal of a Past President will not be filled. Any Chapter President, Designee, or Representative vacancy, or any Council Chairman vacancy on the Board of Directors shall be filled pursuant to the rules of that Chapter or Council.
Section 3: In the event that any member of the Board of Directors misses three (3) consecutive Board meetings, or ceases to be a member in good standing of the Association, he may, at the discretion of the Board, be removed from his office and the vacancy filled pursuant to Section 2 above.
Section 4: In the event that the Association shall participate in any other organization, the Board of Directors shall have the power to appoint any necessary representatives or liaisons.
Section 5: It may appoint or discharge the Executive Director, such agents and employees as may be prudent and desirable, and shall fix all salaries and the method of salary payments.
ARTICLE VIII: OFFICERS DUTIES AND POWERS
Section 1: The President shall preside at all meetings of the Association, have general care and oversight of its affairs; and with the Treasurer, shall execute all deeds, mortgages, and other instruments and contracts authorized by the Board of Directors. The President shall serve ex-officio as a member of all committees.
Section 2: The First Vice President, Second Vice President, and Third Vice President shall perform such duties as may be assigned by the President.
Section 3: In the absence of the President, or at his discretion, the First Vice President shall perform the duties of the President. If the First Vice President shall be unable or unwilling to serve in this capacity, the Second Vice President shall perform the duties of the President. If the Second Vice President shall be unable or unwilling to serve in this capacity, the Third Vice President shall perform the duties of the President.
Section 4: The Treasurer shall have custody of all money and property of the Association subject to the control of the Board of Directors. The Treasurer shall receive and deposit all monies from time to time due and owing to the Association, and shall disburse the same in payment of obligations of the Association under the direction of the Board of Directors. The Treasurer shall sign all checks drawn on funds of the Association on deposit in any bank. A countersignature of the President or Executive Director shall be required on all checks drawn against funds of the Association in amounts of $5,000.00 or greater. Any other withdrawals in excess of $1,000.00 shall require a counter signature of the President or Executive Director. The Treasurer shall render regular reports to the Board of Directors and the Membership at such intervals, as the Board deems necessary and shall perform any other duties pertaining to his office as the President may require.
Section 5: The Secretary shall have custody of the records, papers and documents of the Association which shall be kept at the Association Headquarters as designated from time to time by the Board of Directors. The Secretary shall keep a true and faithful record of the meetings of the Board of Directors and the Membership and shall perform such other duties pertaining to his office as the President may require. The Board of Directors may appoint a Recording Secretary.
Section 6: In the absence or incapacity of the Treasurer, the President shall have the authority to sign checks drawn on the funds of the Association on deposit in any financial institutions. Any other withdrawals in excess of $1,000.00 shall require a counter signature of the President or Executive Director.
Section 7: The order of succession, in the event of the absence, disability, resignation, removal or death of the President, is as follows:
- First Vice President
- Second Vice President
- Third Vice President
- Immediate Past President
Section 8: In the event of a vacancy in any Office other than the President, the Board of Directors, by a vote of two-thirds (2/3) of those Members present and voting, shall name a successor from among its members to fill the unexpired term.
ARTICLE IX: MEETINGS OF THE BOARD OF DIRECTORS
Section 1: The Board of Directors shall determine whether or not and at what times and places it shall hold regular or special meetings. Special meetings of the Board of Directors shall be called at any time by the President or upon the written request of any five (5) Directors.
Section 2: The Secretary shall give notice in writing to each member of the Board of Directors of every regular meeting or special meeting of the Board of Directors at least three (3) days before the day of each meeting.
Section 3: At any meeting of the Board of Directors, eleven (11) Directors shall constitute a quorum. A smaller number than the quorum may adjourn the meeting until a later date without the necessity of further notice of the meeting being held.
Section 4: Unless specified elsewhere in these By-laws, any action of the Board shall require the vote of a simple majority of those Directors present and voting.
ARTICLE X: COMMITTEES
Section 1: Except as these By-laws may provide for otherwise, the following general provisions shall govern all committees of the Association:
No committee shall have or exercise the authority of any of the Officers or of the Board of Directors of the Association or in any way bind or contract on behalf of the Association without the express, limited approval of the Board of Directors. The Chairman of each committee shall prepare regular reports for the President and the Board of Directors. Committee appointments shall be for a term of one year, commencing July 1 and ending June 30, or until new committee appointments are made.
Unless provided for elsewhere in these By-laws, the Board of Directors shall establish policy and procedures governing the operation of committees of the Association.
Section 2: The Standing Committees of the Association shall investigate, study and make recommendations to the Board of Directors concerning new, continuing, or recurring matters relating to the goals, objectives, and business of the Association. The following committees shall be the Standing Committees of the Association:
- BUDGET COMMITTEE
- BY-LAWS COMMITTEE
- ETHICS COMMITTEE
- HOME SHOW COMMITTEE
- MEMBERSHIP COMMITTEE
- NOMINATING COMMITTEE
- SCHOLARSHIP COMMITTEE
- HOUSE COMMITTEE
Section 3: The Board of Directors may, from time to time, authorize the creation of Special Committees.
ARTICLE XI: PROFESSIONAL STAFF
Section 1: The Executive Director, who shall be appointed in accordance with Article VII of these By-laws, shall be the chief executive officer of the Association and shall devote his full time and attention to the faithful performance of his duties.
Section 2: The Executive Director shall be responsible for the day to day operations of the Association and within his sole discretion shall:
- Have the authority to hire staff in accordance with Association’s Annual Budget; terminate the members of staff for just cause, fiscal or organizational reasons; conduct performance and salary reviews; and recommend salary adjustments to the Board of Directors.
- Obtain those furnishings, equipment, and other resources necessary to achieve the goals and objectives of the Association, within the limitations of the Annual Budget.
ARTICLE XII: FISCAL YEAR AND ADMINISTRATIVE YEAR
Section 1: The Administrative Year of the Association shall be July 1 through June 30.
Section 2: The Fiscal Year shall be established by the Board from time to time.
ARTICLE XIII: ELECTIONS
Section 1: The Officers, and Directors of the Association shall be elected by the vote of those Members of the Association present at the Annual Meeting of the Association.
Section 2: The Nominating Committee has jurisdiction over the recommendation of candidates for the various Officer and Board of Directors positions to be voted on by the Membership at the Annual Meeting.
The Board of Directors shall appoint the committee of seven (7) members, comprised as follows: Immediate Past President will serve as Chair of the Nominating Committee. Three (3) members of the Board of Directors, two (2) of whom shall be builder members and the other shall be an associate member, of which one (1) shall be the Immediate Past President and, four (4) Members selected from the general membership, two (2) of whom shall be Builder Members and (2) of whom shall be Associate Members.
The Nominating Committee shall solicit the Membership, consider recommendations, and shall nominate at least one candidate each for the office of President, First Vice President, Second Vice President, Third Vice President, Treasurer, Secretary, and for each Directorship expiring at the close of the Association’s Administrative Year.
The Committee shall recommend a slate of Officers and Directors to the Membership in writing at least thirty (30) days prior to the meeting at which the election is to be held and shall have the authority to resolve questions relating to the nomination of candidates, suggest rules of procedures for the elections, and upon the direction of the Board of Directors, perform other appropriate duties.
Section 3: Whenever more than one nomination is made for any Office or available Directorship, voting shall be conducted by written ballot. A simple majority of the members present and voting shall be necessary to elect. In the event that no candidate receives such a majority, a second vote shall be taken upon the two candidates possessing the largest number of ballets.
Section 4: All Officers shall hold office for one (1) year or until their successors are elected and qualified. All Directors shall hold office for three (3) years, or until their successors are elected and qualified. All terms of office shall correspond with the Administrative Year of the Association.
Section 5: No Builder or Associate Director shall serve more than two consecutive terms as a Director.
ARTICLE XIV: RULES OF PROCEDURE
Section 1: Roberts’ Rules of Order shall govern the parliamentary procedure for all meetings of the Association’s Members, its Board of Directors, and any committees.
ARTICLE XV: NOTICES
Section 1: Members shall furnish the Secretary of the Association with their mailing address. The mailing of any notice, pursuant to any section of these By-laws, to the last known mailing address shall be deemed service of such notice or notices upon them as of the date of the mailing.
ARTICLE XVI: NON-MEMBER PARTICIPATION
Section 1: In recognition of the importance of this Association to the improvement and development of the building industry and the enhancement of its image, the Association shall endeavor to make available as many of its services as is just and reasonable to non-members who participate in the building industry. The Board of Directors shall set all fees for such services.
ARTICLE XVII: DISSOLUTION
Section 1: Upon the dissolution of the Association, the funds and assets of the Association shall be distributed, as determined by the Board of Directors, to or among the United States of America, the Commonwealth of Massachusetts, any political subdivision thereof, or any organization exempt from income taxation under the provisions of the United States Internal Revenue Code, Sections 501 (c) (3) or 501 (c) (6), as amended, provided that such distribution shall not be prohibited by law.
ARTICLE XVIII: INDEMNIFICATION
Section 1: In addition to any other rights to which any such person may be entitled by contract or otherwise under law, the Association shall indemnify, defend and save harmless any person, his heirs, executors and administrators, against any cost, expense (including attorney’s fees and amounts paid in settlement), fine, penalty, judgment and liability reasonably incurred by or imposed upon such person in connection with any action, suit or proceeding, civil or criminal, to which such person may be made a party or with which such a person shall be threatened, by reason of such person’s being or having been a Director, Officer, Committee Member, Employee or Agent of the Association or serving or having served in any capacity in any other organization at the request of the Association, unless with respect to any matter such person shall have been adjudicated in any proceeding to be liable for gross negligence or willful misconduct in the performance of such person’s duties as such.
ARTICLE XIX: BY-LAW AMENDMENTS
Section 1: These By-laws may be amended, in part or in their entirety, by an affirmative vote of two-thirds (2/3) of the Members present at an annual Meeting or any Regular or Special Meeting of the Membership of the Association, provided that the Board of Directors has approved such amendment or amendments by an affirmative vote of a simple majority of those Board members present and voting at a meeting of the Board, or that the Membership, at a prior Special Meeting of the Membership, has approved such amendment or amendments by an affirmative vote or a simple majority of those Members present and voting.
Section 2: A quorum as specified in Article V, Section 4 must be present.
Section 3: Notice that the Amendment of the By-Laws will be on the agenda of such meeting shall be mailed to each Member of the Association, together with a copy of the existing By-laws text, if any, and the proposed Amendment or Amendments.
ARTICLE XX COUNCILS
Section 1: The Board of Directors, by the vote of a simple majority of those members present, may establish one or more Councils, for the purpose(s) set forth in Section 2 of this article. The Board of Directors may establish such policies and procedures as are necessary to organize a particular Council, within the parameters established by this Article.
Section 2: A duly established Council of the Association shall serve as a focal point for a particular interest group within the home building industry and shall provide membership services tailored to such group in accordance with the By-laws, policies and procedures of the Association, and the policies and procedures established by each such Council.
Section 3: Membership in a Council shall be open to any builder or Associate Member in good standing with the Association. An Association member may join the Council upon submission of a completed Council Membership application and payment of all fees established under Section 6 of this article.
Section 4: Each Council shall select a Chairperson in accordance with procedures established by the Council. Each Chairperson so selected shall have his or her name submitted to the Board of Directors of the Association for ratification.
The Chairperson shall preside over all meetings of the Council, and shall be responsible for providing direction to the activities of the Council. The Chairperson shall authorize all expenditures for Council activities, consistent with its budget as approved by the Board of Directors and pursuant to the direction of the Council Executive Committee. The Chairperson of each Council shall serve as a voting member of the Board of Directors of the Association. In the event that the Chairperson is unable to attend a meeting, a designated representative of the Council may attend, but shall not have the right to vote. The Chairperson shall render monthly reports to the Council leadership and membership, as well as to the Association’s Board of Directors, as may be required for proper management.
Section 5: Each Council shall select a Council Executive Committee to serve as that Council’s governing body, under the leadership of the Council chairperson. The Council Executive committee shall be selected in a manner consistent with the Council’s policies and procedures.
Section 6: Each Council may establish a separate dues structure to meet the fiscal requirements of its activities. The initial dues structure and all amendments thereto shall be approved by the Board of Directors of the Association.
The Council, through its Chairperson, may request additional funding from the Association for specific projects and programs.
Section 7: Each council shall hold an initial meeting to select a chairperson and Council Executive committee; and to establish an initial set of policies and procedures to govern the work of the council, subject to the approval of the Association’s Board of Directors. The Board of Directors of the Association may establish such preliminary procedural rules as are necessary to accomplish the requirements of this section.
Section 8: Each Council shall hold an Annual Meeting of its membership during the month of June in order to select its leadership for the coming year and deal with any business properly brought before the Council membership. Notice of such meeting shall be sent to all Council members, postage prepaid, at least fifteen (15) days prior to such meeting. Each Council shall establish its own membership meeting schedule, provided the methods of calling such meetings, notice, and quorum requirements meet the minimum established within the By-laws of the Association.
Section 9: Each Council shall have a fiscal and program year concurrent with that of the Association.
Section 10: Each Council shall have the authority to establish any policies and procedures, subject to the approval of the Association’s Board of Directors, conduct any programs, or engage in any activity, so long as it is not inconsistent with the By-laws, policies and procedures of the Association, duplicative of a project or program already conducted by the Association or another council, or contrary to the best interests of the Association.
Section 11: In the event that a Council fails to meet its goals and objectives, the Board of Directors of the Association shall have the authority to dissolve such Council upon written notice mailed first class, postage prepaid, to all Council members at their last known mailing address. Any funds existing in any account or accounts of the Council shall thereupon be transferred into the general account of the Association.
Section 12: Subject to reasonable limitations established by the Board of Directors of the Association, each Council shall have access to the professional staff and services of the Association to assist the Council in conducting its regular business.
ARTICLE XXI CHAPTERS
Section 1: Any group of Association members living or working in a contiguous geographic area within the jurisdictional boundaries of the Association may petition the Board of Directors of the association to grant them Chapter status.
Section 2: The Association’s Board of Directors, by a vote of a simple majority of those members present, may establish one or more Chapters for the purpose of furthering the goals of the association.
Section 3: Each Chapter shall create and maintain Chapter By-Laws consistent with these By-Laws and the purposes, policies and procedures of the Association. The Association’s Board of Directors shall approve all By-Laws and by-law amendments by a vote of a simple majority of those members present.
Section 4: Each Chapter shall have a Chapter President, Chapter Vice President, Chapter Treasurer and Chapter Secretary, selected in accordance with the Chapter’s By-Laws.
Section 5: Each Chapter shall be governed by a Chapter Advisory Board, consisting of the Chapter President, Chapter Vice President, Chapter Treasurer, Chapter Secretary, three Builder Member Representatives, and three Associate Member Representatives, together with two members of the association at large appointed by the Association President.
Section 6: The Chapter Advisory Board shall have the authority to set policy and provide overall guidance to the affairs of the Chapter and its membership.
Section 7: Each Chapter shall be entitled to two (2) representatives to the Board of Directors of the Association. One shall be the Chapter President or his/her designee and one shall be elected from the membership of the Chapter at large.
Section 8: Each Chapter shall create its own Annual Budget, subject to the Approval of the Board of Directors, and maintain its own Treasury for its operation, consistent with standards established by the Treasurer and financial advisors of the Association.
Section 9: Each Chapter shall have one designee to the Budget Committee of the Association.
Section 10: Any Association member living or working within the established jurisdiction of a Chapter shall be entitled to participate in the activities of the Chapter by right, subject only to the rules and regulations established by that Chapter.
Section 11: Participation within a Chapter shall not abridge any rights or responsibilities of the participant as a member of the Association.
Section 12: Any other member of the Association shall have the right to participate in the activities of one or more Chapters subject to the rules and regulations of the specific Chapter(s) and any additional requirements established by the Board of Directors of the Association.
Section 13: Any Chapter wishing to dissolve as a Chapter must do so by petition to the Board of Directors of the Association approved by three-quarters (3/4) of the Chapter’s membership. The Board of Directors may allow such a petition upon a vote of two-thirds (2/3) of the members of the Board, at which time; any and all assets of the Chapter shall immediately revert to the Association.
Effective 1 July, 2001