Section 1. The administration of this Association shall be vested in a Board of Directors consisting of the four (4) officers and three (3) additional directors each of whom shall be a member of the Association and at least eighteen (18) years old.
Section 2. Directors shall be nominated from the floor at the annual November meeting. Voting shall be by secret ballot, or majority vote as determined by membership.
Section 3. Each director shall serve for a term of one (1) year. The term shall begin the first day of the month following election. Any director may serve more than one concurrent term if duly elected to each term.
Section 4. The Board of Directors may only propose action to the members; in order for the action to be the act and deed of the Association, a majority of the members present at a duly-held meeting with proper notice must approve any action in order for it to be the act and deed of the Board of Directors.
Section 5. Directors shall serve without compensation but may be reimbursed for expenses related to the Association business upon approval of the membership.
Section 6. A Director may be removed from office, with or without cause, at any time by a majority of the members present at a duly-held meeting with proper notice. A majority Of the Board of Directors may recommend the removal of a Director, but such recommendations shall not be necessary for removal.
Section 7. A vacancy on the Board of Directors shall be filled by special election at the next duly-held monthly meeting of members after proper notice. The person filling the vacancy shall only finish out the remaining term of the vacancy.
Section 8. A membered Firm may only have one person hold an Office/Director position per year.
This association shall be known as the NORTH CENTRAL FLORIDA ROOFING AND SHEET METAL ASSOCIATION, INC., and is incorporated under that name as a not-for-profit corporation, in accordance with the laws of the State of Florida.
Section 1. The area served by this Association shall be as determined by the membership.
Section 2. The Headquarters Office of this association shall be located as determined by the membership.
This Association shall be conducted not for profit. The objective for which this Association is formed are:
(1) To arrange for and promote meetings of roofing and sheet metal who are engaged in the business in the Association area and provide them with an effective agency through which to express their collective voice.
(2) To promote sound labor relations on the basis of labor and management co-operation in the public interests.
(3) To promote and join in the operations of programs of practical training and related Instruction for apprentices and advanced training for journeymen in these specialized trades.
(4) To distribute among the members and assist them in the use of the fullest information obtainable in regard to all matters affecting the business of roofing and sheet metal.
(5)To increase public acceptance for the services of Association members in this State by improving the standards of the roofing industries both as to personnel and performance, improvement of materials, methods of workmanship, and to foster and encourage a high standard of business ethics.
(6) To cultivate a co-operative spirit among it’s members and encourage respect for the rights of others, with the proper regard for the laws and rules governing fair competition.
Section 4. Officers shall serve without compensation but may be reimbursed for expenses related to Association business upon approval of the membership.
Section 5. An officer may be removed from office, with or without cause, at any time by a majority of the members present at a duly-held meeting with proper notice. A majority of the Board of Directors may recommend removal of an officer but such recommendation shall not be necessary for removal.
Section 6. A vacancy in any office shall be filled by special election at the next duly held monthly meeting of members after proper notice. The person filling the vacancy shall only finish out the remaining term of the vacancy. A vacancy in the office of President shall be filled by the Vice President who shall serve out the remainder of the unexpired term. The Vice President shall still serve his full term as President subject to Article V Paragraph 3 of the By-Laws.
Section 1. Regular meetings of members shall be held monthly at the time and place designated by the Board of Directors.
Section 2. Regular meetings of the Board of Directors shall be held monthly at the time and place designated by the Board of Directors.
Section 3. An annual meeting of members and an annual meeting of the Board Directors shall be held each year in November or on such other date designated by the Board of Directors, at the time and place designated by the Board of Directors.
Section 4. Special meetings of members shall be held upon request of the President, a majority of the Directors or a majority of the members and shall be held at the time and place designated by the Board of Directors.
Section 5. Special meetings of the Board of Directors shall be held upon request of the President or two Directors and shall be held at the time and place designated by the Board of Directors.
Section 6. The President of the Association shall preside at all meetings of the Board of Directors but shall have no vote except in case of a tie. All officers of the Association shall also be given proper notice and shall also attend all meetings of the Board of Directors in order to advise and serve the Board of Directors.
Section 7. Five (5) members shall constitute a quorum for a meeting of members. A majority of the Directors shall constitute a quorum for a meeting of the Board of Directors. However, proper notice as defined in. these By-Laws must always be given.
Section 8. At least five calendar day’s notice shall be given for regular or special meetings of members or directors.
Section 9. Emergency meetings of members or Directors may be called by the President upon twenty four (24) hours notice, either written or oral, for matters of an emergency nature.
Section 10. Wherever used in these By-Laws, the term “notice” or “proper notice" shall mean written notice which states the dated, time, and place of the meetings and the purposes for which the meeting is called and which is delivered either personally or by mail. If mailed, such notice shall be deemed to be delivered and given when deposited in the United States Mail addressed to the receiver at its address as it appears on the books of the Association with postage prepaid.
Section 11. When at least 4/5 of the members or Directors of the Association shall be present at a meeting of the members or Directors, respectively, however called or notified, and shall sign a written consent to the holding of the meeting, then the acts of such meeting shall be valid as if legally called and notified and notice shall be deemed waived.
Section 12. All meetings shall be conducted in accordance with Robert's Rules of Order, Newly Revised.
Section 1. Active membership in this Association shall be confined to persons. Firms and corporations in the roofing, sheet metal, roof deck, waterproofing, and in the contracting business who have had a permanently established place of business in the Association area or immediate area for at least one (1) year, and are duly licensed by a county within the Association or immediate area.
Section 2. Associate membership shall be extended to those persons, firms, and corporations operating as suppliers, manufacturers, and manufacturers' representatives. Associate members shall have the right to vote and hold any office in the Association.
Section 3. Affiliate membership shall be extended to those persons, firms, and corporations actively promoting the aims of this Association. Affiliate members shall not have any voting rights.
Section 4. Applicants for membership shall be sponsored by an active member who shall make application in writing on a form provided by the Association, which shall be referred to the Board of Directors for their approval or rejection; recommendation for or against admission shall be given to the members who shall accept or reject the application upon a majority vote of members present at a duly-held meeting with proper notice.
Section 5. Each active and associate member firm or corporation shall constitute only one member. Each member shall be entitled to only one vote provided dues are paid to date. One individual from each firm or corporate member shall be designated as the members representative who shall be responsible in all matters relating to the Association.
Section 6. By a vote of two-thirds (2/3) of the members present at a duly-held meeting with proper notice, membership in the Association may be suspended for cause. Any member may resign as a member by giving notice in writing to the President.
Section 7. Membership fees:
(1) The initiation fee for Active Members and Associates shall be $20 each which is to a accompany the application for membership.
(2) Annual dues for Active Members and Associate shall be $120 payable annually in advance.
(3) The initiation fee for Affiliate Members shall be $20 which is to accompany the application for membership.
(4) Annual dues for Affiliate Members shall be $120 payable in advance.
(5) The Association fiscal year shall be the year ending December 31.
(6) New membership dues shall be pro-rated on a quarterly basis for both Active and Associate Members.
Section 8. Wherever used in these By-Laws, the word “members” include Active Associate Members unless for- notice of and attendance at meetings.
Section 1. The officers of this Association shall be President, Vice President, Secretary, and Treasurer, each of whom shall be a member of the Association and at least eighteen (18) years old.
Section 2. The officer shall be elected by a majority of the members present at the duly-held annual meeting of members after proper notice. Voting shall be by secret ballot or majority vote as determined by membership.
Section 3. Each officer shall have a term of one (1) year. Each officer’s term shall begin on the first day of the month following the election. The Vice President shall serve his first term as Vice President and shall automatically become and serve as President in his second term, unless a 3/5 majority of the members at the annual monthly meeting elect another to serve as President for the second term.
Section 1. The President, or in his absence the Vice President, shall be the chief executive officer of the Association, The President, or in his absence the Vice President shall countersign all checks with the Treasure.
Section 2. The Treasurer shall be custodian of all of the funds and other property of the Association, and shall (1) Cause all funds to be kept on deposit to the credit of the Association in such a depository as the Directors shall designate. (2) See that a true and accurate record is kept of all receipts and disbursements. (3) Cause all the books and records to be kept at all times at the office of the Association, subject
to inspection by the Officers, Directors, and Members. (4) Countersign all checks with the President or in his absence the Vice President, after such checks have been approved by the Board of Directors. (5) Keep the books of the Association. (6) Be responsible for the collection of all dues and assessments. (7) Perform such other duties as the Board of Directors may prescribe for him.
Section 3. The Secretary shall be responsible for recording of the minutes of all meetings of the Association and the Board of Directors. He shall also (1) Handle all correspondence. (2) See that all members and Directors are notified of meetings. (3) Be responsible for the routine of his office, and the employment of such Stenographic and other assistance as the Board of Directors may authorize. (4) Perform such other duties as the Board of Directors may prescribe for him.
Section 1. It shall be the duty of the President at his first meeting after election in each year to select members to serve as Chairmen and Committeemen of Standing Committees of such matters as he deems essential.
Section 2. The President may also appoint, from time to time, such Special Committees as he sees fit, and discharge same when the need for them no longer exists. The Directors shall appoint an audit committee whose duty will be to make an audit report at the annual meeting of the Association. (1) To collect business data from members and other sources in order that the economic values of the roofing and sheet metal industries may be accurately presented to the public. (2) To establish and maintain friendly relations within the state and elsewhere with all other branches of building and construction industries. (3) To increase and stabilize the membership in the Association conducting all activities in accordance with its Articles of Incorporation and By-Laws.
Section 1. No assessments shall be levied on members unless the same is recommended by the Board of Directors and approved by a majority of members present at a duly-held meeting with proper notice.
Section 2. Every resolution for the levy of an assessment shall specify the date on or before which the same is due and payable.