CCAWI Bylaws Review 2016

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BYLAWS OF THE CAROLINAS CHAPTER of the ARCHITECTURAL WOODWORK INSTITUTE
Reviewed and adopted XXX

PREAMBLE
The members of this chapter are to conduct the business of the chapter in conformity with the
principles promulgated by the Architectural Woodwork Institute (AWI) and in compliance with
the terms and conditions of the AWI Bylaws and AWI Policy Manual applicable to AWI chapters. These bylaws are to be interpreted to that end.

ARTICLE I
NAME, LOCATION, JURISDICTION, AND FISCAL YEAR

1. NAME:
This chapter shall be known as the “Carolinas Chapter, Architectural Woodwork Institute”, and is incorporated under that name as a non-profit organization under the laws of the state of North Carolina.

2. HEADQUARTERS:
The headquarters office of this chapter shall be located in High Point, NC (office of the Treasurer).

3. JURISDICTION:
The area served by this chapter shall be states of North Carolina and South Carolina, USA.

4. FISCAL YEAR:
The fiscal year of this chapter shall be January 1st – December 31st of each year.

ARTICLE II
PURPOSES AND POWERS

1. To assist the Architectural Woodwork Institute in achieving its purposes as set forth in ARTICLE II of the AWI Bylaws:

“The objectives and purposes of AWI are set forth in the Articles of Incorporation. The objectives and purposes for which AWI is organized are: conduct a trade association to promote the progress and development of the architectural woodwork industry; promote the use of architectural woodwork through and educational service to architects, owners, builders, the industry, and the public; improve methods of manufacture, shipment and installation of architectural woodwork; develop new types and uses for architectural woodwork; originate, collect, and distribute technical, statistical, and general data and information on matters of interest to members of the architectural woodwork industry, architects, owners, builders, and the public; develop uniform cost accounting, estimating, detailing and billing systems, and average industry cost computations; assist and cooperate with private or governmental bodies engaged in furthering the foregoing purposes; and, generally, do all things appropriate for the best interests of the architectural woodwork industry. The Board of Directors will establish programs, policies and activities consistent with said objectives and purposes.”

2. To provide for meetings of architectural woodwork operators in this area as an effective agency for expressing their collective voices.

3. To cultivate an environment of respect and fairness among the members to the point that they can share their problems and the solutions to their problems.

4. To collect and distribute to the membership information on manufacturing, shipping and installation of their products.

5. To stimulate the progress and development of the architectural woodwork industry through improved manufacturing methods and new types and uses of the woodworker’s product.

6. To promote the use and acceptance of architectural woodwork and the members of this organization to architects, contractors and owners through education and service.

7. To strengthen the membership so that they become the accepted source of architectural woodwork to the user.

8. To have and to all powers enumerated in and permitted by the “NOT-FOR-PROFIT-ACT” of the state of North Carolina necessary to affect the purposes for which this chapter is organized.

ARTICLE III
CODE OF ETHICS

1. To conduct our businesses on a high plane of morality.

2. To offer bonafide bid proposals so that if successful, the intent is to perform to conclusion.

3. To refrain from causing by act or innuendo a feeling of mistrust of a competitor to a contractor, architect, or owner.

4. To refrain from using substandard workmanship or material that would be detrimental to the woodworking industry as a whole.

5. To refrain from any intentional solicitation / pursuit of another Members employees through the course/involvement of AWI activities.

6. To promote the image of the industry as a progressive, innovative, responsible function
of society.

ARTICLE IV
MEMBERSHIP

1. ELIGIBILTY: Members of this chapter shall be those manufacturing members in good standing of the Architectural Woodwork Institute who operate a woodwork manufacturing business in the area served by this chapter, and other individuals, suppliers, entities, friends or other supporters of the architectural woodwork industry, whether or not members of AWI, and who shall have applied for and been accepted into membership in this chapter.

2. APPLICATIONS: A candidate for membership shall make application in writing to the chapter on a form provided by the chapter. Each application shall be referred to the board of directors for action.

3. MEMBERS REPRESENTATIVE: Membership shall stand in the name of the person or entity. Each member of the chapter shall designate in writing one individual who shall represent the member at all chapter meetings and be responsible to the chapter in all matters. He (or she) may send an alternate or substitute to act for him provided that he furnish him with a letter of authorization, and provided that the board of directors approves the substitution. Any action taken at any regular meeting shall be binding on all members whether represented or not, provided that the meeting has been called in accordance with these bylaws.

4. GOOD STANDING: In order to maintain good standing in this chapter, a member must not at any time be more than thirty (30) days in arrears in dues, and must be represented at not less than fifty (50) percent of all chapter meetings.

5. ARREARAGES: A member in arrears on the books of the chapter for over 90 (ninety) days shall not have a vote or any other privileges of membership until the account is paid and, if in arrears 180 (one hundred eighty) days shall be dropped from the rolls without further action by the board of directors of the chapter, and can be reinstated only when all arrears have been paid, and by a two-thirds vote of the board of directors.

6. RESIGNATION: Any member may resign from this chapter by giving thirty (30) days notice in writing of his intention to do so. The board of directors shall pass on resignations and none shall be accepted until the member’s obligation to the chapter has been paid in full. Acceptance of resignation shall be in writing.

7. EXPULSION: By a two-thirds vote of the entire board of directors a member may be expelled from the membership in this Chapter for cause providing, however, that such a member is given the opportunity prior to expulsion to be heard by the board of directors.

ARTICLE V
MEETINGS

1. REGULAR MEETINGS of this chapter shall be held in February, May, September and November of each year. The time and place of the meeting shall be determined by the board of directors. President.

2. SPECIAL CHAPTER MEETINGS shall be called by the president or at the request of a majority of the members of the board of directors or upon the written request of 1/3 (one third) of members in good standing.

3. BOARD MEETINGS: The board of directors shall meet regularly at a time and place determined by the president and shall be subject to the call of the president or one third of the board members upon written request for special meetings at any given time, provided due notice is given.

4. QUORUM AND ACTION
(a) Those members in good standing present at the roll call at any regular or special meeting of the chapter shall constitute a quorum for the transaction of business. Action shall be by a majority of the members present and voting.
(b) A majority of the members of the board of directors shall be required to be present to constitute a quorum for the transaction of business at any regular or special meeting of the board. Action shall be by a majority of the directors present and voting.

5. DUE NOTICE: A notice e-mailed to the last known e-mail address of each member or director, respectively ( 30 ) days prior to the holding of any regular or special meeting shall constitute due notice.

6. MINUTES: Minutes of all meetings shall be recorded.

ARTICLE VI
BOARD OF DIRECTORS

1. DUTIES:
(a) To elect a president, vice-president, and treasurer.
(b) To manage the fiscal affairs of the chapter.
(c) To hire an executive secretary or secretary-manager administrator, if authorized, and to set his/her salary and allowances
(d) To hire counsel when needed.

2. NUMBER: The number of directors will be determined by ratio to the membership. The minimum number of directors will be three, the maximum nine. The Officers/Board of Directors shall be elected by the membership.

3. ELIGIBILITY: Any manufacturing member in good standing is eligible to be a director. One third of the directors may be non-manufacturing members if approved elected by the membership. ; those directors will be advisory directors only and will have no vote on business matters.

4 ELECTION: Officers/Directors will be elected by nomination from the floor and by vote of the membership. A full slate of directors will be elected at the first last business meeting of the chapter every other year to serve a two-year term. Officers may serve a maximum of three consecutive terms. with one-third of the directors serving one year, one-third two years, and one-third three years. At each annual meeting following, there shall be a director or directors elected to serve three years to fill the expiring positions. After an interim of one year, eligibility is restored.

5. VACANCIES: When a vacancy occurs it will be filled by special nomination and election at the next regularly scheduled meeting.

6. MEETINGS: Board meetings will be held in conjunction with, but at a separate time at each regularly scheduled membership meeting.

ARTICLE VII
COMMITTEES

1. STANDING COMMITTEES: It shall be the duty of the board of directors at its first meeting after election in each year to select from the membership of the chapter individuals to serve as chairmen of standing committees in charge of such matters the board deems essential:
(a) Membership – responsible for recruiting new members, retaining existing members, and promoting the Chapter to the industry as a whole.
(b) Program – responsible for identifying content and presenters for membership meetings and events.
(c) SkillsUSA – responsible for producing the SkillsUSA North Carolina Cabinetmaking contest annually.
(c) Meeting Planning
(d) Advertising and Promotion
(e) Architectural Relations
(f) Research and Education

2. SPECIAL COMMITTEES: The board of directors or the president may also appoint special or ad hoc committees as they see fit to perform special functions.

ARTICLE VIII
OFFICERS’ ROLES AND RESPONSIBILITIES

1. PRESIDENT:
(a) To preside at and conduct the business of the membership and board meetings.
(b) To appoint committees, assign committee duties and receive committee reports. The president is an ex-officio member of all committees.
(c) The president is chairman of the board of directors. He will conduct board meetings and report the result of such meetings to the membership.
(d) The president will arrange the agenda for the membership and board meetings, scheduling the time allotted for each section of the meeting so that all business can be completed.
(f) Sign all documents, letters, checks, or other instruments as directed by the board of directors.
(g) Serve as liaison officer with AWI

2. VICE- PRESIDENT: The vice-president shall perform the duties of the president at such time as the president is absent or disabled.

3. EXECUTIVE SECRETARY:
(a) Keep minutes of all meetings of the chapter and all meetings of the board of directors.
(b) Keep all books and records of the chapter. Handle receipts and disbursements.
(c) Cooperate with and be ex-officio member of all committees.
(d) Serve as liaison officer with AWI
(e) Handle all correspondence.
(f) Keep membership records.
(g) File all government reports.
(h) Perform all other duties as board of directors may authorize.
(i) Employ such additional help as is authorized by board of directors.
(j) He shall be responsible to the president and to the board of directors. He shall report to the president.
(k) He may recommend policy and programs to the president and board of directors but shall have no part in their approval or adoption.
(l) He shall furnish bond in such amount as the board of directors may see fit to require, premium for which shall be paid by the chapter.

4. TREASURER:
(a) The treasurer shall have custody of all funds in the chapter and shall make all disbursements as directed by the board of directors.
(b) Shall report to the membership the financial state of the chapter at each membership
meeting.
(c) Shall be a manufacturing member in good standing.
(d) Sign all checks or other instruments as directed by the board of directors.

5. EXECUTIVE SECRETARY ADMINISTRATOR:
(a) Keep all books and records of the chapter. Handle receipts and disbursements.
(b) Handle all correspondence.
(c) Keep membership records.
(d) Be responsible for meeting planning at the direction of the President.
(e) File all government reports.
(f) Perform all other duties as board of directors may authorize.
(g) Employ such additional help as is authorized by board of directors.
(h) He shall be responsible to the president and to the board of directors. He shall report to the president.
(i) He may recommend policy and programs to the president and board of directors but shall have no part in their approval or adoption.
(j) He shall furnish bond in such amount as the board of directors may see fit to require, premium for which shall be paid by the chapter.

ARTICLE X
ORDER OF BUSINESS

After a regular meeting of the chapter has been called to order by the president, the following order of business shall be observed:

1. Roll call
2. Antitrust statement
3. Approval of minutes of the previous meeting
4. Introduction of guests and new members
5. Program
6. Communication
7. Report of directors’ meeting by president
8. Report of AWI liaison officer
9. Reports of committees and action thereon
10. Unfinished business
11. New business
12. Suggestions by members
13. Adjournment

The presiding officer may, at his discretion, place the program (5) at any suitable point in the order of business of any meeting.

ARTICLE XI
DUES –ASSESSMENTS

1. Manufacturing member dues shall be paid as follows: Upon invoicing in June of each year.

A minimum of $ 300.00 shall be paid by every manufacturing member.

2. ASSESSMENTS: An assessment for any special or emergency purpose may be levied upon the manufacturing membership of this chapter by the board of directors provided that authority for such action has been granted by two-thirds affirmative vote of the members present at any regular or special meeting.

3. Non-manufacturing members shall pay $ 150.00 annual dues, not to exceed $350.00 per year.

ARTICLE XII
CHAPTER ANNUAL REPORT

A chapter annual report shall be submitted to AWI National Headquarters no later than 30 days after the beginning of the chapter’s new fiscal year. The chapter annual report shall contain the following:

_ Statement of financial condition as of the end of the fiscal year.
_ Officers elected for new fiscal year.
_ List of manufacturing members as of the beginning of the new fiscal year.
_ List of non-manufacturing members as of the beginning of the new fiscal year.

ARTICLE XIII
DISSOLUTION

In case of dissolution, the assets of this chapter are to be used as follows:

1. To pay all indebtedness of the chapter.
2. To pay all expenses of liquidation.
3. The remainder to be donated to a charitable, educational or research organization in the woodworking field as selected by the board of directors.

ARTICLE XI
AMENDMENTS

These bylaws may be revised or amended by a two-thirds affirmative vote of manufacturing members in good standing present and voting at a meeting designated for such action provided that notice of such proposed action shall have been given to each manufacturing member in good standing of the chapter at least five days prior to the date of said meeting.

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