Brown County Home Builders Association

ARTICLE I

NAME AND OBJECTIVES

Sec. 1. The name of this Association shall be the Brown County Home Builders Association, Inc., hereinafter referred to as the Association, whose office shall be located at 811 Packerland Drive, Green Bay, Wisconsin.

Sec. 2. The objectives of this Association are:

(a) Provide an organization for the purpose of maintaining a strong body devoted to the interests of the shelter industry.

(b) To encourage the active participation of all its members in all things it has to do for the betterment of the shelter industry.

(c) To encourage the application of the highest ethical standards and to endeavor through the exchange of methods and ideas, to increase the professionalism of all those engaged in the shelter industry.

(d) To assist in every honorable way in furthering the interests of its members and in bringing about a better understanding between its members and the consuming public.

(e) To be ever cognizant of the responsibilities of the membership toward the consuming public.

(f) To study, advise, and recommend the enactment of legislation in the interest of the shelter industry and to oppose all legislation, which is discriminatory and injurious to the shelter industry.

(g) To operate without profit and no part of the income of the Association shall inure to the benefit of any individual member.

ARTICLE II

JURISDICTION

Sec. 1. This Association shall operate and have jurisdiction over the areas as designated by the National Association of Home Builders, hereinafter referred to as NAHB.

ARTICLE III

CODE OF ETHICS

Sec. 1. As a condition of membership in this Association, members agree to abide by the Code of Ethics of the National Association of Home Builders as adopted by this Association.

CODE OF ETHICS

The 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 Association believe and affirm that:

(1) Home ownership can and should be within 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 customer, our community and our country.

(2) Honesty is our guiding business policy.

(3) Health, safety, and sanitation standards, in compliance with applicable building codes shall be built into every home.

(4) All members shall deal fairly with their respective employees, contractors, subcontractors, suppliers and customers.

(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 purchaser 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 fellow members, 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 Brown County Home Builders Association, Inc.

ARTICLE IV

MEMBERS

Sec. 1. The membership of this Association shall consist of the following classifications:

(a) BUILDER MEMBER: Any person, firm, or corporation currently in the business of shelter construction, land development, or remodeling; and agrees to subscribe to the Code of Ethics and Bylaws of this Association; and is of good character and business reputation; and has successfully completed the required education programs as described in the Brown County Home Builders Associations' Policy and Procedure Manual for builder members as designated by the Brown County Home Builder Association Board of Directors, shall then be eligible to be a builder member.

(b) ASSOCIATE MEMBER: Any person, firm, or corporation engaged in a trade, industry, or profession related to shelter construction, remodeling, or land development, and not inconsistent with the objectives of this Association; who subscribes to the Code of Ethics of this Association and is of good character and business reputation, shall be eligible to be an associate member.

(c) STUDENT MEMBER: Any student of light construction or related subjects who is a member of an organized group (such as the Chamber of Commerce School to Work Program,) in an accredited school during the current academic year and sponsored by a faculty advisor, shall be eligible to be a student member.

(d) HONORARY MEMBER: Any persons so designated by the Board of Directors, from time to time, for distinguished and unique service to the home building industry, shall be an Honorary Member.

(e) LIFE SENIOR MEMBER: Any person who has maintained 20 years of continuous membership either as the principal of a firm or representative of a firm; who has served on the Board of Directors; who has been active on committees and activities of the association up to retirement; who is retired, shall be eligible to be a life senior member.

(f) AFFILIATE MEMBER: Any individual who subscribes to the Code of Ethics of this Association and is an employee of a firm represented by a Builder or Associate member as defined in Article IV, Sec. 1,(a) or (b) of the BCHBA bylaws. These Affiliate members will automatically be enrolled as Wisconsin Builders Association and National Association of Home Builders Affiliate members and will assume any fee structure set forth by the aforementioned organizations.

Sec. 2. Application for membership in this Association should be made and processed in the following manner:

(a) The application should be submitted in writing on a form by the Association.

(b) The application must be endorsed by at least one member in good standing and must be accompanied by a payment for the current year in advance.

(c) The Board of Directors shall give due notice to the membership of any applications so received prior to any final action by the Board of Director to approve or reject such application. Any member in good standing may submit written comments either in support of or in opposition to the approval of such application by the Board.

(d) When accepted for membership in the Association, applicants automatically become members in the National Association of Home Builders (NAHB) and the Wisconsin Builders Association (WBA).

Sec. 3. Members of the Association may be suspended from membership for the following reasons:

(a) Non-Payment of dues:

(1) The membership of any member whose dues are not paid in full within 90 days after they become due and payable shall be terminated.

(b) For violation of the Bylaws of the Association.

(c) Failure to participate in the Association's Dispute Resolution Process, and to perform according to the decision of the mediator and/or panel of arbitrators.

(d) For such other conduct which the Board of Directors may deem to be injurious to the Association.

(1) The Board of Directors may suspend the membership of a member for such periods of time as the Board deems appropriate for any of the reasons heretofore set forth.
(e) Any member who terminates his membership with the Association for any reason, voluntary or involuntary, automatically forfeits his rights to the use of the Association's insignia and privileges.

Sec. 4. It shall be the duty of the Membership Committee Chairperson to report to the Board of Directors at each regularly scheduled meeting of the Board of Directors the names of any member(s)who have failed to pay their dues after sixty (60) days from the date the dues become payable.

Sec. 5 Upon any written complaint being made to the President or Secretary against any member by any person that said member has violated the Code of Ethics promulgated by the Association or is engaged in unfair trade practices or for any other cause at the discretion of the Board of Directors, such complaint shall be referred to the Mediation and Arbitration Committee for appropriate action. Such committee shall give the member in question an opportunity to be heard concerning the changes made and shall report its recommendations to the Board of Directors. The Board of Directors may, by majority vote, take such action including reprimand, suspension, or expulsion, as it may deem to be for the best interests of the Association. In case of suspension or expulsion, the member affected may upon the filing of a written request, therefore, with the Secretary appeal his case to an open meeting of the general membership of the Association. At such meeting a majority vote of the members present shall be necessary to override any action taken by the Board of Directors.

Sec. 6. All resignations of members shall be made to the Board of Directors and may be accepted by a majority of those present at a regularly called meeting.

ARTICLE V

MEETINGS

Sec. 1. The general membership meetings shall be set by the Board of Directors.

Sec. 2. Special meetings may be called at any time by the President.

Sec. 3. All members shall be given notice by mail of each special general membership meeting.

Sec. 4. At all general meetings of the Association, those members present shall constitute a quorum. When a quorum is present, all questions may be determined by a majority vote of all members present and voting.

Sec. 5. The annual meeting and election of directors of the Association shall be at the regularly scheduled November general membership meeting.

ARTICLE VI

FISCAL YEAR

Sec. 1. The fiscal year of this Association shall be the calendar year.

ARTICLE VII

DUES

Sec. 1. The dues for membership in this Association shall be paid annually in advance and be due on admission date. Dues are to be established by the Board of Directors.

Sec. 2. The dues levied by the NAHB and the WBA will be paid from its treasury for each member.

ARTICLE VIII

DIRECTORS

Sec. 1. The Board of Directors shall consist of nineteen (19) members of the Association and shall be elected from the membership. The Vice President, Secretary, and the two (2) immediate Past Presidents are automatically members of the Board of Directors. Six (6) Builder members and eight (8) Associate members are to be elected to bring the total to nineteen (19).

(a) BUILDER DIRECTORS: Builder Directors shall be elected each year to serve for a one (1) year term. They will be limited to four (4) consecutive terms unless they have been elected to a senior officer position. This will become effective with the 1988 election.

(b) ASSOCIATE DIRECTORS: One half of the Associate Directors shall be elected each year to serve for a two (2) year term.

Sec. 2. Special councils (Multifamily and Auxiliary), as established by the Board of Directors shall be allowed one (1) representative to sit on the Board of Directors with full voting privileges.

Sec. 3. The Board of Directors shall appoint or hire an Executive Officer at such rate of compensation and terms of employment as it deems fair and proper.

(a) The Executive Officer is the general manager of the Association and has, subject to the control of the Board, general supervision, direction, and control of the business of the Association. She/he shall perform all duties usual to the office in accordance with the policies of the Association and the Board of Directors. She/he may also perform other duties appropriate to the office delegated to her/him by the Board of Directors. The Executive Officer shall serve under the direction of the Board of Directors and may be removed or resign at any time.

(b) The Executive Officer shall be empowered to employ and supervise an adequate staff to carry out the business of this Association within the fiscal limitations of the Association's budget, and with the approval of the Board of Directors.

Sec. 4. The Board shall confirm the nomination of such National Directors and Alternate National Directors to which it shall be entitled.

Sec. 5. State Directors and Alternate State Directors shall be elected from the general membership for a term of (three (3) years) by the Board of Directors.
Sec. 6. At all regular and special meetings of the Board of Directors, all elected National Directors and elected State Directors should attend to be properly informed on Association affairs. National and State Directors may not vote on issues, but should advise the Board on state and national matters.

Sec. 7. If a vacancy occurs in the Board of Directors of the Association through death, resignation, or otherwise, with the exception of the Past Presidents; the Board shall elect a like member from the Association membership to fill such vacancy for the balance of the unexpired term. Any like member so appointed or elected to fill such vacancy for the balance of the unexpired term shall be allowed to run for reelection of such office.

Sec. 8. If any officer or director absents himself from three (3)consecutive meetings of the Board of Directors, the Board of Directors may by majority vote declare his office vacant.

Sec. 9. The Board of Directors shall have power and authority to conduct the business and affairs of the Association, except where otherwise specifically provided by the bylaws, and shall have authority to decide, approve, and disapprove the appointment of agents, as well as the adoption of Association policies and to authorize the disbursement from the general funds.

Sec. 10. At all Directors' meetings, one (1) more than one-half (1/2) of the designated board shall constitute a quorum.

Sec. 11. Meetings of the Board of Directors shall be held each month.

(a) Special meetings of the Board of Directors may be called upon at the direction of the President or upon similar request in writing of five (5) of the members.

(b) Written notices of the date and place of all special meetings must be given the directors at least two (2) days in advance.

ARTICLE IX

OFFICERS

Sec. 1. The officers of the Association shall be President (builder), Builder Vice-President, Associate Vice-President, Secretary (builder or associate), Treasurer (builder or associate).

Sec. 2. The President shall have general supervision of the property, business and affairs of the Association subject to the advice and direction of the Board of Directors. He shall preside at all regular and special meetings of the members and directors when present and not under disability. He shall sign all contracts, papers, and membership certificates. He shall present the BCHBA Annual Report on the operation and condition of the Association for the preceding year to all members at their regular meeting in (March). He shall report to the Directors from time to time all matters within his knowledge which the interest of the Association may require to be brought to their notice.

Sec. 3. The Builder Vice President shall discharge the duties of President during his absence or disability for any cause. The Board of Directors shall retain the right to appoint an interim Builder President in the event the President or Builder Vice-President is unable to serve due to absence or disability.

Sec. 4. The Secretary shall be responsible for keeping record of all official proceedings of the Association and the Board of Directors, with the assistance of the Executive Officer and appropriate staff.

Sec. 5. The Treasurer shall verify and pay all bills when directed by the Board of Directors in an approved manner. The signature of any two (2) officers of this Association shall be required on all checks.

ARTICLE X

ELECTION AND VOTING

Sec. 1. Directors shall be elected at the annual meeting and installed at the next general meeting of the Association.

Sec. 2. Prior to the election of the Directors, one representative from each paid member firm present are entitled to vote and must register and solicit a voting ballot.

Sec. 3 At any such election, the nominating committee shall prepare its recommendations to the Board with at least two (2) more builder directors and associates directors than required. These recommendations will be presented to the general membership at the general membership meeting prior to the election of the directors, at which time additional nominations will be accepted from the floor.

Sec. 4. A written ballot will then be prepared listing all candidates for election. There will be no nominations accepted on the day of election.

Sec. 5. The current Board of Directors within ten (10) days after the election of the newly elected Board of Directors shall meet in session and elect a Treasurer and a Secretary from the members of the newly elected Board of Directors. In the event more than two (2) candidates are named, a majority of those voting shall be necessary to elect. In the event such majority is not obtained, then a second vote shall be taken upon the two (2) leading candidates.

(a) In the event there is an even number of outgoing Board of Directors present and voting, the President shall abstain from voting.

ARTICLE XI

COMMITTEES

Sec. 1. There may be the following committees of the Association: Executive Committee; Membership Committee; Government Affairs Committee; Associates Advisory Committee; Finance Committee; Showcase of New Homes / Spring Preview of Homes Committee; Education Committee; Builder of the Year and Associate of the Year Selection Committee; Nominating Committee; Mediation / Arbitration Committee; Public Relations Committee; Special Events Committee.

There shall be the following councils of the Association: Brown County Home Builders Auxiliary; Brown County Multifamily Association.

These committees and councils shall act according to and operate under the policies and procedures set forth in the Associations' Policy and Procedure Manual as adopted by the Association Board of Directors.

(a) The President may, from time to time, designate other committees in addition to those set forth above and the President shall be an ex-officio member of all committees with the exception of the Mediation / Arbitration, Finance, Builder of the Year and Associate of the Year committees; and shall be entitled to vote upon any resolutions adopted by the committees.

ARTICLE XII

ORDER OF BUSINESS

Sec. 1. At all meetings of the Board of Directors, the following order of business shall be observed, so far as is consistent with the purposes of the meeting:

(a) Call to order.

(b) Reading of minutes of preceding meeting of the Board of Directors and action thereon.

(d) Report of correspondence received.

(e) Committee reports.

(f) Unfinished business.

(g) New business.

(h) Adjournment.

Sec. 2. Robert's Rules of Order, latest edition, shall be recognized as the authority governing all meetings and conferences when not in conflict with the bylaws of the Association.

ARTICLE XIII

AMENDMENTS

Sec. 1. These bylaws may be amended by a majority vote of the members present and entitled to vote at any regular or special meeting of the membership conducted for this purpose, provided, however, that no such amendment may be made unless the Secretary of the Association shall first serve written notice specifying the date, time, and place of the meeting and the nature of the proposed amendments to all members of the Association.