By-laws of Flint Hills Area Builders Association
ARTICLE I (Name, Location and Affiliation)
Sec. 1. The name of this Association shall be the Manhattan Area Builders Association.
Sec. 2. The principal mailing address for this Association shall be PO Box 826, Manhattan, Kansas, or such other place as the Board of Directors may from time to time designate.
Sec. 3. This Association is and shall be an Affiliated Association of the National Association of Home Builders of the United States and shall abide by (its) respective By-Laws as amended from time to time.
Sec. 4. The operations of this Association shall be conducted in the territory assigned to its jurisdiction no and hereafter by the National Association of Home Builders.
ARTICLE II (Purposes)
Sec. 1. The purpose of this Association shall be:
a) To associate the builders within its jurisdiction for the purpose of mutual advantage and cooperation.
b) To collaborate with all fields related to the building industry within the Association’s jurisdiction for the benefit of the industry as a whole.
c) To comply with all laws; federal, state, and local.
d) To assist in the accomplishment of the mutual objectives of the National Association of Home Builders of the United States.
d) To operate without profit and no part of the income of the Association shall be to the benefit of any individual member.
ARTICLE III (Membership)
Sec. 1. Classes of Members. Membership in this Association shall be of two classes:
A) Builder Membership which shall be open to any person, firm or corporation that is, or has been, in the business of building, rebuilding or remodeling homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community; or in land development; and who transacts such business, or resides within the territorial jurisdiction of this Association; is go good character and business reputation; agrees to abide by the provisions of the By-Laws of this Association; subscribes to the purpose of this Association, and meets with the approval of the Board of Directors.
B) Associate Membership which shall be open to any person, firm or corporation engaged in any allied trade, industry or profession; who is of good character and business reputation; agrees to abide by the provisions of the By-Laws of this Association; subscribes to the purpose of this Association, and meets with the approval of the Board of Directors.
Sec. 2 Acceptance of Members.
A) Applicants for membership shall apply in a form satisfactory to the Board of Directors, and meet such other requirements as the Board may from time to time prescribe.
B) Applicants approved and accepted by this Association, upon payment of dues, shall be members of the National Association of Home Builders of the United States and while in good standing shall be entitled to the full benefits, services and privileges of the respective Associations.
Sec. 3. Suspension and Revocation of Membership
A) The Board of Directors by a two-thirds vote may suspend or revoke the membership of any member (a) for failure to meet his financial obligations to the Association or, (b) for conduct detrimental to this Association. The member shall be given at least 30 days notice in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded a reasonable opportunity to be heard.
B) A vote of two-thirds of the Board shall be required to reinstate any membership suspended or revoked under this Section. Reinstatement shall be subject to such terms and conditions as the Board may impose.
Sec. 4. Meeting of the Membership
A) An annual meeting of the membership of this Association shall be held on the third Wednesday of November each year, or at such other times as the Board may designate, for the express purpose of electing the officers of the Association, a Board of Directors and taking up such other matters as may properly come before the general membership.
B) Regular meetings of the membership of this Association shall be held on the third Wednesday of each month, or at such other time as the Board of Directors designate.
C) Special meetings of the membership of this Association may be called by the President, or, if requested in writing, by a majority of the members of the Board of Directors.
D) Notice shall be given of the date, hour, and place of all meetings to each member at least vie (5) days in advance.
ARTICLE IV (Initiation Fee and Dues) or (Dues)
Sec. 1. Dues. The dues of this Association shall be payable at a rate as determined by the Board of Directors each year. These dues shall include those required for membership in the Kansas Building Industry Association and the National Association of Home Builders as set, from time-to-time, by those organizations. This Association shall collect said dues and remit in accordance with the requirements of the State and National Associations.
ARTICLE V (Board of Directors)
Sec. 1. Composition and Authority. The Association at its Annual Meeting shall elect four Local Directors, one who shall hold office for one year from the date of election and three who shall hold office for three years from the date of election. The Board of Directors shall be the governing body of the Association.
Sec. 2. Ex-Officio Members. The President Elect, Past Presidents, Secretary, and Treasurer shall be ex-officio members of the Board of Directors with full voting privileges.
Sec. 3. Chairmen. The President shall be the Chairmen of the Board of Directors.
Sec. 4. Members At Large. The President may appoint a maximum of four Board Members at Large.
Sec. 5. Vacancies. Vacancies on the Board because of disability, death, resignation or lack of participation, shall be filled by appointment of the President, subject to the concurrence of a majority of a majority of the Directors. Persons so appointed will serve until the next Annual Meeting of the Membership.
Sec. 6. National Directors. The Board shall prescribe the method of selection of any National Directors and Alternate Directors to which the Association is entitled under the provisions and conditions prescribed in the By-Laws of the National Association. The selection shall be made only from among the Builder Membership.
Sec. 7. Meetings. Meetings of the Board of Directors shall be held as follows:
A) Regular meetings of the Board of Directors shall be held on the first Tuesday of each month or such other time as the Board may direct.
B) Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors.
C) Notice of the date, hour and place of all meetings shall be given to the Directors at least five (5) days in advance.
Sec. 8. Quorum. The presence of a majority of the Directors at a meeting shall constitute a quorum
Sec. 9. Voting. A simple majority vote shall decide an issue provided a quorum is present.
ARTICLE VI (Elective Officers)
Sec. 1. The following Officers shall be elected by the membership at its Annual Meeting and shall hold office for a term of one (1) year from the date of the election or until their successors are elected and duly qualified:
A) A President, who shall be a Builder Member of the Association. The President shall be the chief officer of this Association and shall preside at its meetings and those of the Board of Directors. He shall be the official spokesman of this Association in matters of public policy. He shall appoint all committee, shall be an ex-officio member of all committees, and shall perform all other duties usual to such office.
B) A President Elect, who shall be a Builder Member of the Association. He shall act as Chairman of the Education and Public Relations Committee and perform other such duties as are assigned to him by the President. He shall, in the absence of the President, or upon his direction, perform all of the duties of the President.
C) A Treasurer, who shall act as Chairman of the Revenue Committee and shall be responsible to the Association for an accounting of all monies collected and disbursed by the Association and shall render a monthly report to the membership. Upon direction of the President, he may perform other duties appropriate to this office.
D) A Secretary, who shall act as Chairman of the Recreation Committee and keep a record of all of the official proceedings of this Association and its Board of Directors and an annual report to the membership. Upon the direction of the President he may perform other duties appropriate to this office.
The Treasurer, Secretary, and Executive Officer shall coordinate to see that all tax forms are filed in a timely manner.
Sec. 2. Succession of Office
A) In the event of the absence, disability, resignation, or death of the President, then the President Elect shall act as President of the Association. Should neither the President nor the President Elect be able to serve for any of the foregoing reasons, then the Secretary shall act as President. The officer so designated to act as President shall serve until such time as the Board of Directors names from among its members a President to fill out the unexpired term.
ARTICLE VII (Voting Quorums)
Sec. 1. All members of the Association in good standing shall be entitled to vote at meetings of the Membership except as may be provided in other Sections of these By-Laws. Firms, corporations, or partnerships holding membership in the Association shall be entitled to only one (1) vote which shall be cast by a duly designated representative.
Sec. 2. A simple majority vote shall decide an issue provided a quorum is present. This section shall not apply to voting on amendments to those By-Laws.
Sec. 3. The presence of one-third of the members in good standing at a meeting of the Membership shall constitute a quorum.
ARTICLE VIII (Nominations/Elections)
Sec. 1. Nominations:
A) There shall be a Nominating Committee composed of the President, immediate Past President and two (2) members appointed by the President. Nominations shall be made and notice given to the membership at least thirty (30) days in advance of an election. The President shall designate the Chairman of the Committee.
B) The Committee shall solicit the membership, consider recommendations, and shall nominate at least one candidate for each office to be filled unless otherwise set forth in this Article. The Committee may resolve questions relating to the nomination of candidates, suggest rules of procedures for the elections and upon direction of the President perform other appropriate duties.
Sec. 2. Elections
A) The Association Officers and Directors shall be elected at the Annual November Meeting of the Membership. The Nominating Committee shall submit its report at such meeting. Additional nominations may be made from the floor.
B) Whenever only one nomination for an elective office is presented to the Membership, election shall be by voice vote. Whenever more than one nomination is presented, vote shall be by secret ballot. If more than two candidates are named for an office a majority of the Members voting shall be necessary to elect. If no candidate receives a majority, a second vote shall be taken upon the two leading candidates.
ARTICLE IX (Committees)
Sec. 1. The Standing Committees for this Association except as may otherwise be specifically provided for in these By-Laws are as follows:
A) Membership Committee—Chairman to be appointed by the President.
B) Home Show Committee—Chairman to be appointed by the President.
C) Parade of Homes Committee—Chairman to be appointed by the President.
D) Government Issues Committee—Chairman, Legislative Director
E) Education & Public Relations Committee—Chairman, President Elect
F) Revenue Committee—Chairman, Treasurer
G) Recreation Committee—Chairman, Secretary
Sec. 2. The Chairman of the Standing Committees will be members of the Board of Directors. These Chairmen may appoint their own committee members of at least two persons, more if necessary, from the members of the General Membership. All committee members to be presented in writing to the President.
Sec. 3. A President may, with the advice and consent of the Board of Directors, remove the Chairman or members of any committee appointed pursuant to this Article.
Sec. 4. Special committees may be appointed by the President as he may from time to time deem advisable.
Sec. 5. Meetings of all committees shall be upon the call of the Chairman with the approval of the President.
Sec. 6. A simple majority vote in the committee shall decide an issue provided a quorum is present.
Sec. 7. The presence of a one-half of the committee members at a meeting shall constitute a quorum.
ARTICLE X (Finances)
Sec. 1. The fiscal year of this Association shall be the year commencing on the first day of January and terminating on the last day of December. The budget of this Association shall be the year commencing on the first day of February and terminating on the last day of January in the following year.
Sec. 2. The Board of Directors shall adopt a budget for each budget year, and this Association shall function within the total of such budget. Any expenditure in excess of an approved budget must be authorized by the Board of Directors.
Sec. 3. Dues and their monies collected by the Association shall be placed in a depository selected by the Board of Directors. Payments from the funds of the Association shall be made on the signature of two of the following three signatures: President, President Elect or Treasurer.
ARTICLE XI (Rules of Procedures)
Sec. 1 Robert’s Rules of Order shall govern the parliamentary procedure of the meetings of the Association provided for in theses By-Laws.
ARTICLE XII (Amendments)
Sec. 1 These By-Laws may be amended by a two-thirds vote of the Board of Directors at any meeting provided (a) the attendance at such meeting constitutes a Quorum, and (b) that a copy of any proposed amendment shall have been mailed to each member of the Board at least 30 days in advance.
ARTICLE XIII (Administrative Offices)
Sec. 1. An Executive Officer may be employed by the Board of Directors at such rate of compensation as it deems fair and proper.
Sec. 2. The Executive Officer shall serve as the chief administrative officer of this Association. The Executive Officer shall perform duties and responsibilities delegated to him or her by the Board of Directors and all other functions usual to such office.
Sec. 3. The Executive Officer shall be empowered to employ and supervise an adequate staff to carry on business of this Association as instructed by the Board of Directors. The rates of compensation shall be those that the Board may deem fair and proper, within the limitations of the budget.
ARTICLE XIV (Indemnification of Officers and Directors)
Sec. 1. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or rising out of his status as such, whether or not the Association would have the power to indemnify him against such liability under the provisions of this By-Law or under the provisions of any law of the State of Kansas.
Sec. 2. A member of the Board of Directors of this Corporation shall have no personal liability to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director, except to the extent that K.S.A. 17-6002(b)(8), or any successor provision of the Kansas General Corporation Code, as amended from time-to-time, expressly provides that the limitation of a Director may not be eliminated or limited.