|
THE
NEBRASKA CHAPTER OF THE
NATIONAL ASSOCIATION OF HOME INSPECTORS BYLAWS ARTICLE I - NAME
1 ARTICLE VI - MEETINGS
OF BOARD OF DIRECTORS 8 The organization shall be called the Nebraska Chapter of the National Association of Home Inspectors, Inc and hereafter shall be referred to as NE-NAHI. ARTICLE II -
PURPOSE A. Improve and advance the Home Inspection industry in Nebraska; B. Improve and advance the education and qualifications of Home Inspectors; C. Adopt and promulgate for the Home Inspection industry in Nebraska, the Standards of Practice and Code of Ethics of the National Association of Home Inspectors (NAHI) as revised from time to time. D. Engage in other activities to further educate those outside of the Home Inspection industry regarding the field of Home Inspections, its Standards of Practice, and its Code of Ethics. E. Establish and maintain active involvement with the National Association of Home Inspectors. ARTICLE III - MEMBERSHIP Section 3.1. MEMBERSHIP CLASSIFICATIONS The membership Classifications and Designations of NE-NAHI shall be the same as those set by NAHI. The word MEMBER, as used in these by-laws, consists of Regular and/or Provisional members in the Association. Section 3.2. QUALIFICATIONS To be eligible for membership an individual must be an adult person and a member in good standing of NAHI. The membership classification held by an individual in NE-NAHI shall be the same as the membership classification held in NAHI. Membership in NE-NAHI is not transferable or assignable without approval of the Board of Directors. Section 3.3. DUES AND FEES The annual dues for members shall be one hundred dollars ($100). If a member joins after July 1 of a given year, the annual dues for that year shall be pro-rated to fifty dollars ($50). All dues shall be non-refundable. Those members, whose dues are not paid within ninety days after they are due, shall be automatically dropped from membership in NE-NAHI. Members dropped from NE-NAHI for failure to pay dues shall pay one year's dues, fees, and assessments in arrears to be reinstated. The Board of Directors may determine from time to time the amount of enrollment fee, if any, and annual dues payable to NE-NAHI by members of each classification. Any increase in dues or enactment of fees by the Board of Directors shall be ratified by a two thirds (2/3) majority of the entire membership by written ballot. An inspector may attend two meetings as a visitor. After that, a $15 fee will be applied for each meeting if he/she does not join as a regular member. Membership at the National level of NAHI is required to join NE-NAHI. No fees or assessments may be levied by the Association unless the fees or assessments are necessary for the normal operation of the Association, or if levied to cover the costs of (a) special project(s) or undertaking by the Association, the benefits of such project or undertaking, if any, shall inure to the benefit of all members equally. No member in good standing shall be excluded from participation in any Association activity, program, or project.
Each chapter member in good standing shall be entitled to one vote on each matter submitted to a vote of the members. Honorary and Associate members do not have voting rights. Written advance notice will be sent to all members whenever there is an issue where formal votes will be taken. Section 3.5. TERMINATION AND SUSPENSION OF MEMBERSHIP The Board of Directors may suspend or expel a member for cause after an appropriate hearing, and terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues, assessments, fees or charges, or other reasons including but not limited to violations of the Code of Ethics or conduct which is prejudicial to the interests of the Home Inspection industry or the Association. Any member whose membership is recommended to be terminated or suspended by the Board of Directors must receive written notice at least fifteen (15) days prior to termination or suspension and an opportunity to be heard, either orally or in writing, at least five (5) days prior to the proposed termination or suspension. A membership terminated or suspended by a Board decision may be reinstated only by approval by a majority of the Board of Directors and payment of one year's dues, fees, and assessments in arrears. Section 3.6. RESIGNATION Any member may resign by filing a written resignation with the principle office of the Association, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, fees or other charges theretofore accrued and unpaid. ARTICLE IV - MEETINGS OF MEMBERS AND VOTING Section 4.1. ANNUAL MEETING An annual meeting of the members shall be held on the second Saturday in the month of June or at such time and location as may be prescribed by the Board of Directors, for the purpose of electing officers and directors and for the transaction of other business as may be placed on the agenda prior to the meeting. If the election of officers and directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient. Section 4.2. SPECIAL MEETINGS Special meetings of the members may be called by the President, the Board of Directors, or not less than twenty percent (20%) of the qualifying members. Section 4.3. PLACE OF MEETINGS The Board of Directors may designate any place within the state of Nebraska as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Association in the State of Nebraska but if fifty percent (50%) of the qualifying members shall meet at any time and place either within or without the State of Nebraska and consent to the holding of a meeting, such meeting shall be valid with call or notice as defined in Article V Section 4. Section 4.4. NOTICE OF MEETINGS Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail or email to each member entitled to vote at such meeting, not less than seven nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice, and no other business aside from the business for which the special meeting is called may be taken up at the special meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Association, with postage thereon prepaid. The notice must state that proxy voting is permitted and describe the procedure for appointing proxies. Section 4.5. INFORMAL ACTION BY MEMBERS Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting notice if a consent in writing, setting forth the action so taken, shall be signed by over sixty six percent (66%) of the qualifying members. Each regular and provisional member shall be entitled to one vote. Honorary and affiliate members may not vote. The affirmative vote of sixty six percent (66%) of the members entitled to vote who are present or represented by proxy at a meeting at which there is a quorum is an act of the members. Section 4.6. PROXIES A member entitled to vote may vote by proxy executed in writing and signed by the member or his/her duly authorized attorney-in-fact. A true copy or an electronic facsimile shall be accepted as a valid proxy. No proxy shall be valid after eleven months after the date of its execution, unless otherwise provided in the proxy. No proxy is valid for more than three (3) years. Section 4.7. QUORUM Twenty percent (20%) of the voting members must be present either in person or by proxy and shall constitute a quorum at a meeting of members. If a meeting cannot begin because a quorum is not present, the meeting may be adjourned until the time and place determined by the voting members present. Upon adjournment, it shall not be necessary to give notice of the adjourned meeting or of the normal business to be transacted other than by announcement at the meeting at which the adjournment is taken. Section 4.8. MANNER OF ACTING Sixty six percent (66%) of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof. Section 4.9. VOTING BY MAIL OR FAX Where Directors or Officers are to be elected by members, such election and other business may be conducted by mail or fax in such manner as the Board of Directors shall determine. Section 4.10. RULES OF ORDER The meetings and proceedings of this Association shall be regulated and controlled according to the most current edition of Robert's Rules of Order on Parliamentary Procedure, except as may be otherwise provided by Nebraska State law, these bylaws, or the Articles of Incorporation. ARTICLE V - BOARD OF DIRECTORS Section 5.1. GENERAL POWERS The affairs of the Association shall be managed by the Board of Directors. The Board has authority to appoint or hire person(s) it deems necessary to assist with its duties. Section 5.2. NUMBER There shall be at
least three (3), but not more than seven (7), Directors of the Association.
The Board may, by a majority resolution, adjust the number of Directors,
provided that the number is not decreased below three (3) nor increased
beyond seven (7), and that the term of an incumbent is not decreased. Each Director must be a regular or provisional member and shall serve for a term of two (2) years, beginning at the annual Board meeting following his/her election. In order to create staggered terms of office; the first election of Directors shall be for four (4) Directors, two (2) of whom will be elected for a two (2) year term, and two (2) of whom will be elected for a one (1) year term. Thereafter, election of Directors shall be for a term of two years. Section 5.4. NOMINATIONS Two months prior to the general membership meeting of each year, the Nominations & Elections Committee, as provided in section 9.3, shall submit the names of regular or provisional members as candidates for the positions of Directors whose terms are being concluded. The Nominations and Elections Committee shall submit at least one name per position being elected. The Secretary shall provide a written ballot with nominated candidates to all members six (6) weeks before the general membership meeting. Section 5.5. ELECTION The annual election of Directors shall be held by written ballot. Each member with voting rights shall be eligible to vote in the election and shall be sent an official ballot. The ballot shall include the list of candidates furnished by the Nominations and Elections Committee. Members must vote on the official ballot provided by the Association and may not be revoked. The candidate(s) receiving the highest number of votes, up to the number of Directors to be elected, shall be elected. Section 5.6. VACANCIES The President may appoint, subject to confirmation by the Board, a member to fill any vacancy occurring on the Board. A Director appointed to fill a vacancy shall be appointed for the expired term of the predecessor in office. Vacancies on the Board shall exist on the death or resignation of a Director, or if a Director is removed for failure to perform his/her duties by a unanimous vote by the remainder of the Board. Section 5.7. COMPENSATION Directors as such shall not receive any stated salaries for their services. ARTICLE VI - MEETINGS OF BOARD OF DIRECTORS Section 6.1. ANNUAL MEETINGS The annual meeting of the Board for ratification of the election of new Directors, election of Officers, and transaction of other business properly before the Board shall be held within sixty (60) days of the election. Section 6.2. SPECIAL MEETINGS Special meetings of the Board may be held at any place, at any time, whenever called by two (2) Directors. Section 6.3. NOTICE OF SPECIAL MEETINGS Notice of the time and place of special meetings shall be given by the Secretary, or by the Directors calling the meeting, by mail, telegram, fax, or telephone, at least seven (7) days prior to the date on which the meeting is to be held. Neither the business to be transacted nor the purpose of any meeting of the Board need to be specified in the notice. Section 6.4. WAIVER OF NOTICE Whenever notice is required to be given to any Director of the Association by the Articles of Incorporation or Bylaws, or by law of the State of Colorado, a waiver thereof in writing signed by the person(s) entitled to notice, whether before or after the time stated therein shall be equivalent to the giving of notice. Neither the business to be transacted nor the purpose of any meeting of the Board must be specified in waiver of notice of the meeting. Attendance of a Director at any meeting shall constitute a waiver of notice of the meeting, unless the Director objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not participate in the meeting. Section 6.5. QUORUM A majority of the Board shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting, at which a quorum is present, shall be the act of the Board, any business may be transacted, and the Board may exercise all of its powers. Section 6.6. ACTIONS BY WRITTEN CONSENT Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by law of the State of Colorado, to be taken at a meeting of the Directors or at a meeting of a committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the members of the committee, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. Section 6.7. CONFERENCE CALLS Members of the Board or of any committee appointed by the Board may participate in a meeting of the Board or committee by means of a conference telephone, or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at a meeting. Section 6.8. RULES OF PROCEDURE The rules of procedure at meetings of the Board of the corporation shall be the rules contained in Robert's Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with Nebraska State law, these Bylaws, or the Articles of Incorporation. ARTICLE VII - OFFICERS Section 7.1. ELECTIVE OFFICERS The Officers of the corporation shall be a President, a Vice President. A Secretary/Treasurer, and other officers and assistant officers as may be deemed necessary by the Board. Each Officer shall be elected by the Board and shall serve until their successors are duly elected and qualified to hold office. No two (2) offices may be held by the same person. In addition to the powers specified below, the Officers shall have powers and may perform duties prescribed by the Board. Section 7.2. PRESIDENT The President must be a Member of the Association. The President shall exercise the usual executive powers pertaining to the office of President and shall preside at meetings of the Board, Executive Committee, and the members. Section 7.3. VICE PRESIDENT The Vice President must be a Member of the Association. In the absence or disability of the President, the Vice President shall act as President. Section 7.4. SECRETARY/TREASURER The Secretary/Treasurer must be a Member of the Association. It shall be the duty of the Secretary/Treasurer to keep records of the proceedings of the Board and when requested by the President to do so, to sign and execute with the President all deeds, bonds, contracts, and other obligations, or instruments, in the name of the corporation, to keep the corporate seal, and to affix the same to proper documents. The Secretary/Treasurer shall have the care and custody of and be responsible for all funds and investments of the Association, shall cause to be kept all regular books of account, and shall cause to be deposited all funds and other valuable effects in the name of the Association in depositories designated by the Board. In general, the Secretary/Treasurer shall perform all duties incident to the office of Secretary and Treasurer. Section 7.5 EDUCATION COORDINATOR The Education Coordinator
must be a Member of the Association. It shall be the duty of the Education
Coordinator to provide for continuing education for its members in a manner
consistent with the National Association requirements. This coordinator
may, at his/her discretion, have a committee to assist him or her. Officers shall be elected annually, by the members and ratified by the Board at the annual Board meeting as specified in section 7.1. Section 7.7. VACANCIES Vacancies in any office arising from any cause may be filled by a vote of the majority of the Board at any regular or special meeting. Section 7.8. REMOVAL Any Officer elected
or appointed may be removed by a vote of the majority of the Board whenever
in its judgment the best interests of the corporation will be served thereby. Section 8.1. COMMITTEES The President may appoint, subject to confirmation by the Board, various committees and chairpersons thereof. The committees shall have and exercise authority as shall be conferred by the Board. The Board shall have the power at any time to change the members of any committee, fill vacancies, and discharge any committee. A majority of the whole committee shall constitute a quorum and an act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 8.2. EXECUTIVE COMMITTEE The Executive Committee and the Board of Directors shall be one and the same. Section 8.3. NOMINATIONS AND ELECTIONS COMMITTEE A Nominations and
Elections Committee consisting of three members shall be appointed by
the President, subject to confirmation by the Board, two (2) months prior
to the general election. The Committee shall nominate candidates for election
as Directors. Section 9.1. INDEMNIFICATION Each Director or Officer now or hereafter serving the corporation and each person who serves at the request of or on behalf of the corporation as a director or officer of any other corporation, whether for profit, or not for profit, and the respective heirs, executors, and personal representatives of such person, shall be indemnified by the corporation against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which such person is made a party by relation to matters as to which such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties; but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any Bylaw, agreement, vote of Board, or otherwise. ARTICLE X - ADMINISTRATIVE AND FINANCIAL PROVISIONS Section 10.1. FISCAL YEAR The fiscal year of the Association shall be from January 1 to December 31. Section 10.2. LOANS PROHIBITED No loans shall be made by the Association to any Director or Officer of the Association. Section 10.3. BOOKS AND RECORDS The corporation shall keep current and complete copies of the Articles and Bylaws, accounting records, and minutes of meetings of members, the Board, and committees having the authority of the Board. All such records may be inspected by any member or Director, or the agent or attorney of a member or Director, for any proper purpose at any reasonable time. Section 10.4. AMENDMENT OF BYLAWS These Bylaws may
be altered, amended or repealed by the affirmative vote of a two thirds
(2/3) majority of the Board and a two thirds (2/3) majority of the total
membership by written ballot and proper notice at any annual meeting of
the membership, or special meeting of the membership called for that purpose.
|
Home
| Members
| Meetings & Speakers |
Calendar of Events | Bylaws
| Code of Ethics
Copyright
Nebraska Chapter of NAHI 2004-2007. All rights reserved.
Website created & maintained by Greg Wayman.