BYLAWS OF THE
REDWOOD EMPIRE REMODELERS ASSOCIATION
Revised in 2016
ARTICLE ONE / NAME
1.1 The name of this organization is the Redwood Empire Remodelers Association, hereinafter referred to as the “ Association,” a non -profit California Corporation
ARTICLE TWO / GOVERNING AUTHORITY
2.1 The Association is governed and operated in accordance with the laws of the state of California, the Articles of Incorporation, the provisions of these Bylaws, and the rules and policies of the Board of Directors issued through its resolutions.
ARTICLE THREE / PURPOSE AND POLICY
3.1 The purposes of the Association are:
To promote the common business interests of those employed in the remodeling and home improvement industries;
To encourage ethical conduct and good business practices;
To produce educational programming for members and others in the local building community;
To be a community resource for information and knowledge about home improvement and maintenance;
To support local efforts in training and developing the construction labor force.
3.2 The name, funds, or influence of the Association may be used only in support of this purpose.
ARTICLE FOUR / BOARD OF DIRECTORS
4.1 The management and direction of the Association shall be delegated exclusively to its Board of Directors, hereinafter referred to as the “Board.”
4.2 The Board shall consist of up to eleven members, consisting of the president, vice-president, secretary, treasurer, immediate past president, and six at-large directors.
4.3 All members of the Board are eligible to vote on Association business, subject to recusal based on a conflict of interest.
4.4 The Board shall select standing and special committees, designate duties, and may authorize compensation for justifiable expenses.
4.5 The Board shall schedule and hold monthly business meetings. Special meetings may be held upon the call of the president or a majority of the Board upon seven days written notice.
4.6 A simple majority of the Board shall constitute a quorum
4.7 The Board will establish all standing and temporary committees, define their duties and responsibilities, and monitor their performance.
4.8 Should a vacancy occur in any office, the Board shall by two-thirds affirmative vote of its total members fill such vacancy by app ointment of an eligible member for the duration of the unexpired term.
ARTICLE FIVE / OFFICERS
5.1 The president shall serve as chairperson of the Board, shall preside at all board and member meetings, shall appoint the chairpersons of standing and temporary committees, shall be an ex-official member of all committees, and shall sign all agreements and formal instruments on behalf of the chapter. The president shall also succeed as immediate past president after the term as president.
5.2 The vice-president shall serve upon absence of the president, shall perform other duties as assigned by the Board, and shall succeed as president.
5.3 The secretary shall see that notices are sent in reasonable advance of all meetings of the Board and shall keep accurate minutes of all Board meetings. The secretary shall maintain a file of all correspondence; shall keep a roster of current officers, board members, and committee members; shall cosign all agreements and formal instruments, except those pertaining to the office of the treasurer, and shall submit a year -end report of the secretary’s office to the Board. The secretary shall also perform other duties as assigned by the Board.
5.4 The treasurer shall collect and receipt for monies and securities; deposit funds and disburse and dispose of the same, subject to the direction of the Board; shall keep accurate books of account; shall co-sign all agreements and formal instruments pertaining to the office of the treasurer; shall submit a report at each Board meeting consisting of a profit and loss statement, balance sheet, accounts receivable, and check detail; shall submit a year-end report of the books and records to the Board; and shall ensure that the proper federal and state tax reports and bi -annual California Statement of Information are timely filed. The treasurer shall perform other duties as assigned by the Board.
ARTICLE SIX / NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
6.1 Upon a new president taking office, the departing president shall assume the position of immediate past-president without election.
6.2 Each elected Board member shall take office on January 1. The term of office for the president, vice-president, secretary , treasurer , and immediate past president shall be two years. The term of office for at large board members shall be one year.
6.3 A nominating committee composed by the Board shall commence work on making nominations no later than September. The nominating committee shall prepare a list of nominees, showing at least one name for each elective position on the Board due to become vacant, and shall present the list to the members not later than the regular meeting in October . At this time, members may present nominations from the floor. The nominating committee shall prepare the ballot, which shall include the original list of nominees and those nominated from the floor, and shall then notify all member s of the Association of the complete ballot at least two wee ks prior to the November meeting. The election shall take place at the Nov ember meeting at which time each open position and the candidates shall be announced one by one followed by votes made by a show of hands.
ARTICLE SEVEN / MEMBERSHIP
7.1 Membership may be held in the name of a person, company, or firm.
7.2 Membership is open to licensed contractors and others who are employed in the construction industry or who work closely with those in the industry. Unlicensed contractors are not eligible for membership.
7.3 The Association’s membership committee and Board have the sole authority to accept the application of a prospective member.
ARTICLE EIGHT / MEETINGS OF MEMBERS
8.1 Regular member meetings shall be scheduled monthly, except when otherwise decreed by the Board. Not less than ten regular meetings shall be held in the fiscal year.
8.2 Special meetings may be called whenever the majority of the Board deems it necessary, or upon written request by not less than one tenth of the membership. The business at special meetings shall be limited to that for which the meeting was called.
8.3 Except for amendments of these bylaws, matters upon which members vote shall require a simple majority of those present to pass.
8.4 Minute s of regular, special and board meetings shall be distributed to members on request.
ARTICLE NINE / FISCAL ADMINISTRATION and ASSOCIATION DUES
9.1 The fiscal year shall be from January 1 to December 31.
9.2 The annual Association dues shall be set by the Board. The Board may modify the amount for dues from time to time, by a two thirds vote of the Board. Association dues changes will only be effective beginning in the fiscal year following the approval by the Board.
ARTICLE TEN / FINANCIAL REVIEW
10.1 The Board shall appoint a committee to review the books, records, and transactions of the treasurer at the close of the fiscal year. This report shall be presented to the Board upon completion and retained by the secretary in the official records of the Association.
ARTICLE ELEVEN / AMENDMENTS
11.1 Proposed amendments to these Bylaws shall first be drafted and conditionally approved by the Board . After Board approval, the Bylaws shall then be distributed to all current members at least 30 days prior to a regular or special meeting. A two thirds majority vote of the members in attendance shall be required for approval of the amended Bylaws. The votes shall be counted by tellers appointed by the president, reported to the Board and members, and recorded in the official records by the secretary.
11.2 Proposed amendments to these Bylaws shall conform to the laws of the State of California.
ARTICLE TWELVE / INDEMNIFICATIONS
12.1 The Association shall, to the fullest extent permitted by California law, indemnify every person who is or was a trustee, director, officer, committee chairperson or member, or employee of the Association , against all claims of any kind relating to the reasonable expense s, including attorneys’ fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which he or she may be involved or threatened to be involved as a party or otherwise, by reasons of being or having been such director, trustee, officer, committee chairperson or member or employee.
ARTICLE THIRTEEN / ADMINISTRATIVE PROVISIONS
13.1 In all cases where written communications are required by these Bylaws, electronic transmission of such written communications shall be acceptable.
END OF BYLAWS