| CONSTITUTION |
| ARTICLE I. (Name and Location) |
| Section 1. | The name of this Association shall be the West Branch Susquehanna Builders Association. |
| Section 2. | The principal office of this Association shall be located at a place to be determined by the Board of Directors. |
| ARTICLE II. (Territorial Jurisdiction) |
| Section 1. | This Association shall operate for the benefit of professional home builders and those engaged in allied industries
in Lycoming County. |
| ARTICLE III. (Objectives) |
| Section 1. | This Association shall operate as an Affiliated Association of the National Association of Home Builders of the United
States and of the Pennsylvania Builders Association. |
| Section 2. | The objectives of the Association shall be: |
| (A) | To associate professional home builders within the above described jurisdiction for the purpose of mutual advantage and cooperation. |
| (B) | To cooperate with all branches of the home building industry including manufacturers, dealers and financial institutions within said
jurisdiction for the purpose of mutual advantage and for the benefit of the industry as a whole. |
| (C) | To maintain high professional standards and sound business methods among its members through the enforcement of its code of ethics. |
| (D) | To secure cooperative action in advancing the common purpose of its members and proper consideration of opinion upon questions affecting
the home building industry within the jurisdiction of this Association. |
| (E) | To assist in the accomplishment of the mutual objectives of the National Association of Home Builders of the United States. |
| (F) | To assist the Officers, Board of Directors and Membership Committee of the National Association of Home Builders of the United States
In qualifying members operating within the above-described territorial jurisdiction. |
| (G) | To participate for the purpose of mutual benefit in an interchange of information and experience with all other local affiliated
Associations of the National Association of Home Builders of the United States. |
| (H) | To operate without profit, and no part of the income of the Association shall benefit any individual member. |
| ARTICLE IV. (Code of Ethics for Active Members) |
| Section 1. | The active members of this Association shall be limited to those persons and firms who shall subscribe
to the following Code of Ethics: |
| (A) | Members of the West Branch Susquehanna Builders Association believe and affirm that: |
| (1) | Home ownership can and should be within the reach of every American family. |
| (2) | American homes should be well-designed, well-constructed and well-located in attractive communities, with
educational, recreational, religious and shopping facilities accessible to all. |
| (3) | American homes should be built under the American free enterprise system. |
| (B) | To achieve these goals, we pledge allegiance to the following principles and policies: |
| (1) | Our paramount responsibility is to our customers, our community and our country. |
| (2) | Honesty is our guiding business policy. |
| (3) | High standards of health, safety and sanitation shall be built into every home. |
| (4) | Members shall deal fairly with their respective employees, subcontractors and suppliers. |
| (5) | As members of a progressive industry, we encourage research to develop new materials, new building techniques, new building equipment
and improved methods of home financing, to the end that every home purchased may get the greatest value possible for every dollar. |
| (6) | All sound legislative proposals affecting our industry and the people we
serve shall have our informed and vigorous support. |
| (7) | We hold inviolate the free enterprise system and the American way of life.
We pledge our support to our associates, our local, state and national
associations and all related industries concerned with the preservation of
legitimate rights and freedoms. |
| (C) | We assume these responsibilities freely and solemnly, mindful that they are
part of our obligation as members of the West Branch Susquehanna Builders Association. |
| ARTICLE V. (Amendments) |
| Section 1. | This Constitution may be amended by a proposal from the Board and by a vote of two-thirds (2/3) of the members present at any meeting
provided the number of builder members in attendance at such meeting constitutes a quorum, and provided further that a copy of this Constitution, or any proposed amendment
thereof shall have been mailed to each member of the Association not less than ten (10) days prior to the meeting at which action is to be taken thereon. |
| |
| BYLAWS |
| ARTICLE I. (Membership) |
| Section 1. | Membership in this Association shall be of two classes: |
| (A) | Builder membership. |
| (B) | Associate membership. |
| Section 2. | Qualifications for Membership in this Association shall be as follows: |
| (A) | Membership shall be open to any person, firm or corporation operating within the territorial jurisdiction of this Association, who shall agree to
abide by the provisions of the Constitution and Bylaws (and any amendments thereof) who shall subscribe to the foregoing Code of Ethics and who shall meet with the approval of
the Association. |
| (B) | Builder Membership shall include those whose business includes the construction or remodeling of housing. |
| (C) | Associate Membership shall include those engaged in any allied trade, industry or profession. |
| (D) | Questions of membership status to be determined by majority vote of the Board. |
| (E) | Any member, in good standing for a minimum of five (5) consecutive years immediately prior to retirement, shall be afforded the opportunity to
remain a member and eligible to participate in the Association's health insurance program after retirement provided dues are paid on time. Also, a surviving spouse of any
member who passes away while a member in good standing for at least five (5) years prior to the member's death shall be afforded the same aforementioned opportunity for health
benefits. |
| Section 3. | Applications for Membership in this Association shall be made to the Membership Committee and processed in the following manner: |
| (A) | Candidate shall submit his application in writing on a form supplied by this Association containing an agreement to abide by the Bylaws and
observe the Code of Ethics of this Association. |
| (B) | Application shall be endorsed by at least one Builder Member in good standing and shall be accompanied by a payment in an amount sufficient to
cover one year's dues in advance. All payments so made shall be returned in full if membership is not approved. |
| (C) | The Membership Committee shall investigate all applications for membership and make a report of their findings to the Board of Directors in
whom shall be vested the exclusive right to determine the membership classification and to recommend or reject applicants. |
| (D) | The name of an applicant who has been recommended by the Board shall be included in the next Association meeting notice with a suitable
explanation. If no unfavorable comment has been received by any member of the Board by the end of such meeting (or by the time of such meeting if no quorum is present)
the applicant shall be considered approved. If any of the Board members has received such unfavorable comment, he shall immediately notify the Executive Officer. It shall
then be the Board's responsibility to pursue the objection and decide whether to reject the applicant or refer it to the Association at their next meeting, when a two-thirds
vote of those present is required for election to membership in the Association. |
| (E) | When elected to membership in this Association, the applicant automatically becomes a member of the National Association of Home Builders of
the United States and of the Pennsylvania Builders Association. |
| (F) | The Association reserves the right to modify this procedure for processing and screening new members if contemporary conditions or experience
suggest such a change and the Board of Directors recommend it. |
| Section 4. | Suspension, termination and reinstatement of membership in this Association shall be accomplished in the following manner: |
| (A) | Any member whose dues are not paid in full according to the National Association's schedule will be dropped automatically unless the Board of
Directors shall have acted otherwise. He may be restored to Membership by paying his dues in full within two (2) months from the date he was dropped. Beyond that time he
must comply with the Association's rules for receiving new members. |
| (B) | Any member may be censured, suspended or expelled from the Association if, in the opinion of the Board of Directors, as evidenced by a
two-thirds (2/3) vote of the Board of Directors at any meeting, it shall be considered desirable or for the best interests of the Association or its members. |
| (C) | A vote of two thirds (2/3) of the entire Board of Directors shall be required to reinstate any member who has been suspended or expelled
pursuant to the provisions of this Section. |
| (D) | Any member expelled shall not be eligible for reinstatement for a period of not less than one year from the date of expulsion. |
| Section 5. | Alternate representative. |
| (A) | Any member (individual, partnership, firm or corporation) of this Association may designate one or more alternate representatives from his
organization in addition to the regular representatives upon the payment of an annual fee as specified later. This alternate representative shall have the same rights
and privileges in the local Association as the regular representative with the following exception: Member discounts for special events and conventions. However, the
member (individual, partnership, firm or corporation) will still be limited to one vote. |
| (B) | The annual period for a membership and the alternate representative shall run concurrently. |
| (C) | In the even of the absence of a regular representative or an alternate representative, the member may assign a substitute. |
| ARTICLE II. (Fiscal Year) |
| Section 1. | The fiscal year of this Association shall be the calendar year. |
| ARTICLE III. (Initiation Fee and Dues) |
| Section 1. | The membership fee or the annual dues of this Association shall be as covered by Section 3 below, payable at the time application for
membership is made, such fee to be returned if membership is not approved. |
| Section 2. | The dues of this Association for both builder and associate members shall be payable annually in advance of the last day of the month
of expiration. The period for which a member pays his dues is based on the date he is entered on the National Association's record. |
| Section 3. | The dues structure is based on: |
| (A) | National Association Dues. |
| (B) | State Association Dues. |
| (C) | Local Association Dues. |
| Section 4. | Dues for an alternate representative shall be as determined by the local association. |
| ARTICLE IV. (Membership Card and Emblem) |
| Section 1. | Each member shall receive a membership card annually upon the payment of dues for the current year in such form as the Board of
Directors shall prescribe. |
| Section 2. | This Association shall use on its stationery and literature the official emblem of the National Association of Home Builders. |
| Section 3. | Members of this Association may use on their stationery and literature the official emblem of the National Association of Home
Builders of the United States, of the Pennsylvania Builders Association or the local Association. |
| ARTICLE V. (Board of Directors) |
| Section 1. | The Board of Directors shall be the governing body of this Association. As such, it shall handle small and routine business and make
recommendations to the Association on matters of greater importance. Other parts of these Bylaws assign specific duties to the Board. |
| Section 2. | The President, First Vice-President, Second Vice-President, Secretary, Treasurer and immediate past President (until he is succeeded)
shall be ex-officio members of the Board of Directors with full voting powers. Other past Presidents shall be members of the Board but without voting power. |
| Section 3. | In addition to the above ex-officio members, there shall be seven (7) directors. At least two (2) of these directors (one elected each
year) shall be associate members and at least four (4) directors (two elected each year) shall be builder members. |
| Section 4. | The President shall be Chairman for the Board of Directors. |
| Section 5. | Vacancies on the Board of Directors occasioned by death, resignation or dismissal shall be filled by the Board; the person so appointed
shall serve for the balance of the year. |
| Section 6. | A Director who misses three (3) unexcused (as determined by the Board) consecutive meetings (Association and Board meetings) shall
automatically be dropped from the Board. |
| Section 7. | National Director - One or more builder members of the Association shall be elected by the Board of Directors as soon as possible after
the annual election to represent this Association on the Board of Directors of the National Association of Home Builders, in accordance with the Bylaws of that Association.
One alternate Director shall also be elected for each Director as prescribed herein to act as outlined above in the absence of the National Director. |
| Section 8. | State Director - The Board of Directors shall elect from the builder members of the Association a State Director and one Alternate Director
for each Director, provided that the first shall be the President of the Association, in proportion to our builder membership as prescribed by the Pennsylvania Builders
Association. |
| Section 9. | The term of office for National or State Director shall be for the one year, but he may be elected to succeed himself. |
| Section 10. | Any National Director or State Director who is not an elected member of the Board shall be an ex-officio member of the Board during his
tenure as National or State Director, without the right to vote. |
| Section 11. | Meetings of the Board of Directors shall be held as follows: |
| (A) | Regular meetings of the Board of Directors shall be held on the Monday before the third Tuesday of each month or such other times as the Board may
direct. |
| (B) | Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five of its members. |
| (C) | Notice of the date, hour and place of all meetings must be given to the Directors at least five (5) days in advance. The exception is that the Board
may be called into meeting by the President immediately following an Association meeting on matters of the utmost importance (in his opinion). |
| ARTICLE VI. (Officers) |
| Section 1. | The following officers shall be elected by the Association from its membership at its annual meeting and shall hold office for a term of
one (1) year (the calendar year following the election) or until their successors are elected and duly qualified. |
| (A) | A President, who must be a builder member, 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 committees and of which he shall be an ex-officio member
and shall perform all other duties usual to such office. |
| (B) | A First Vice-President, who must be a builder member, shall, in the absence of the President, or upon his direction, perform all of the duties of
the President. |
| (C) | A Second Vice-President, who must be a builder member, shall, in the absence of the President and First Vice-President, perform all of the duties
of the President. |
| (D) | A Secretary, who may be an associate member, shall keep a record of all official proceedings of this Association and its Board of Directors,
including the reports of special committees. |
| (E) | A Treasurer, who may be an associate member, shall be responsible to the Association for an accounting of all monies collected and disbursed by the
Association and shall render an annual report to the Board of Directors and to the membership. He shall also serve as Chairman of the Finance Committee. |
| Section 2. | The following administrative officer may be employed by the Association at such rate of compensation as is deemed fair and proper. |
| (A) | An Executive Officer shall serve as the chief administrative head of this Association. He shall be responsible to the Board of Directors and to the
Association. His duties shall consist of sending meeting notices to members as required; of maintaining the membership list of the Association; of keeping in contact with the State
and the National Associations to ensure the correctness of their and/or our records of membership dues dates; to send dues statements to members; of assisting the Treasurer in
maintaining adequate books of the financial condition of the Association and in submitting reports thereof; and in performing such other duties as may be assigned to him. |
| ARTICLE VII. (Voting, Proxies and Quorum) |
| Section 1. | The voting privilege shall be limited as follows: |
| (A) | At meetings of the membership only, members in good standing shall have the right to vote. Each firm, corporation or partnership holding a membership
shall be entitled to only one (1) vote, to be cast by its duly designated representative. |
| (B) | At meetings of the Board of Directors, only members of the Board, including ex-officio members, shall have the right to vote, except as limited in
Article V. |
| Section 2. | Votes may be cast by proxy in the following manner: |
| (A) | Any member entitled to vote, may, by an instrument in writing bearing a date not more than thirty (30) days in advance of the meeting, designate
another member to vote for him in his place and stead at any meeting. |
| Section 3. | A majority vote on any measure will be determined as follows: |
| (A) | A majority vote of the members present at any meeting of the membership shall carry any measure providing the number of builder members in attendance
at the meeting constitutes a quorum and unless otherwise specified elsewhere in these Bylaws. |
| (B) | A majority of the Directors present at any meeting of the Board of Directors shall carry any measure provided the number of Directors in attendance
at the meeting constitutes a quorum and unless otherwise specified elsewhere in these Bylaws. |
| Section 4. | A quorum present at any meeting shall be determined as follows: |
| (A) | A quorum of the membership shall consist of not less than one third (1/3) of the builder members of this Association. |
| (B) | A quorum of the membership for the annual meeting and election shall consist of not less than a majority of the builder members of the Association. |
| (C) | A quorum of the Board of Directors shall consist of not less than one half (1/2) of its members, provided that at least one half (1/2) of its voting
builder members are present. |
| ARTICLE VIII. (Elections) |
| Section 1. | The Nominating Committee shall be appointed by the President not later than the 15th of August of each year. The Committee shall consist of at
least five (5) members, three (3) of whom shall be builder members of the Association. |
| (A) | The duties of the Nominating Committee shall be to nominate a complete slate of officers and directors for the Association to be considered at the annual
meeting and election. Previous consent of the nominees shall have been obtained to become candidates for specific positions to be filled and to serve if elected. The Chairman shall
furnish to the Secretary a list of the nominees not later than September 15th. |
| Section 2. | The Executive Officer shall mail to each member of the Association not later than ten (10) days prior to the annual meeting the names of the
nominees together with their membership classification and the position for which each one is proposed. |
| Section 3. | At the annual meeting, the Chairman of the Nominating Committee shall read the names of the nominees. Additional nominations may be made from
the floor for any office. |
| Section 4. | All elections shall be by secret ballot. Write-in names on the ballot are acceptable. |
| Section 5. | The President shall appoint, a reasonable time before the meeting, not less than three members as Election Tellers. It shall be their duty,
with the assistance of the Executive Officer, to conduct the election, pass upon the eligibility of voters, open and count the ballots. They shall submit to the Secretary the results
of the balloting, who shall immediately inform the membership. |
| ARTICLE IX. (Finances) |
| Section 1. | Dues and other 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 the Treasurer and any other person so authorized by the Board of Directors, provided such payments shall have previously been
ordered by the Association or Board of Directors. |
| Section 2. | An annual budget shall be adopted by the Board of Directors as a guide to the financial operations of the Association and presented to the
general membership for approval. |
| Section 3. | The Board of Directors may require that the Treasurer and the Executive Officer be bonded, at the expense of the Association. |
| Section 4. | The Board of Directors may not authorize an expenditure of more than $1,000.00 over the approved budget from Association funds for a single
purpose during the fiscal year, other than payments to hired personnel employed by the Association. |
| Section 5. | Annually, the Treasurer's book shall be audited and a suitable report presented to the Board of Directors and to the Association. |
| ARTICLE X. (Rules of Procedure) |
| Section 1. | When not in conflict with the Bylaws or other actions of the Association, Robert's Rules of Order shall govern the conduct of the meetings. |
| Section 2. | The President may appoint a Parliamentarian from the membership to advise him on the proper conduct of meetings and on interpretation of the
Constitution and Bylaws. |
| ARTICLE XI. (Amendments) |
| Section 1. | These Bylaws may be amended by a vote of two third (2/3) of those attending and entitled to vote at any meeting where a quorum is present and
provided that a copy of these Bylaws or any amendment thereof shall have been mailed to each member of the Association not less than ten (10) days prior to the meeting at which
action is to be taken thereon. |