SHENANDOAH VALLEY BUILDERS ASSOCIATION
As amended and restated as of November 2013
Sec. 1. The name of this organization shall be the Shenandoah Valley Builders Association, hereinafter referred to as the Association.
Sec. 2. The principal office of this Association shall be such place as the Board of Directors may from time to time designate.
Sec. 3. This Association is and shall be an Affiliated Association of the National Association of Home Builders of the United States and the Home Builders Association of Virginia and shall abide by their respective by-laws as amended from time to time.
Sec. 4. The operation of this Association shall be conducted in the territory assigned to its jurisdiction now and hereafter by the National Association of Home Builders.
Sec. 1. The purposes of this Association shall be:
To associate the builders within its jurisdiction for the purpose of mutual advantage and co-operation.
To collaborate with all fields related to the building industry within the Association’s jurisdiction for the benefit of the industry as a whole.
To comply with all laws, federal, state and local.
To operate without profit and no part of the income of the Association shall inure to the benefit of any individual member.
Sec. 1. CLASSES OF MEMBERS: The Association shall have the following classes of members.
BUILDER MEMBERS: Any individual who is or has been in, or employed by a firm or corporation in, the business of building or rebuilding homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community; or inland development; and who subscribes to the Code of Ethics of this Association and is of good character and business reputation, shall be eligible to be a builder member; provided such individual, or the firm or corporation which employees him an is in the above described business; and meets with the approval of the Board of Directors.
ASSOCIATE MEMBERS: Any individual who is or has been engaged or employed by a firm or corporation engaged in a trade, industry, or profession related to building 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 a associate member; provided such individual, or the firm or corporation above, and meets with the approval of the Board of Directors.
AFFILIATE MEMBERS: 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 of the same local association as defined in
Sections (1) (A) and (B).
Sec. 2. ACCEPTANCE OF MEMBERS:
Applicants for membership shall apply on a form satisfactory to the Board of Directors, and meet such other requirements as the Board may from time to time prescribe.
Applicants accepted by this Association, upon payment of dues, shall be members while in good standing shall be entitled to the full benefits, services and privileges of the respective Association.
Builder and Associate applicants accepted by this Association, upon payment of dues, shall be members of the National Association of Home Builders of the United States and the Home Builders Association of Virginia and while in good standing shall be entitled to the full benefits, services and privileges of the respective Associations. Affiliate applicants are subject to the requirements as set forth by NAHB.
Sec. 3. SUSPENSION AND REVOCATION OF MEMBERSHIP:
The Board of Directors by a two-thirds vote may suspend or revoke the membership of any member or decline the application of a new member (1.) for failure to meet his financial obligations to the Association or, (2.) for conduct deemed detrimental to this Association. The member shall be given at least thirty-days notice in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded a reasonable opportunity to be heard.
A vote of two-thirds of the Board shall be required to reinstate any membership suspended or revoked under this section. Reinstatement shall be subject to such terms and conditions as the Board may impose.
Sec. 4. MEETING OF THE MEMBERSHIP:
An annual meeting of the membership of this Association shall be held on the second Thursday of November each year, or at such other time as the Board may designate, for the express purpose of electing officers of the Association, a Board of Directors and taking up such other matters as may properly come before the general membership. In addition, a balance sheet showing the financial status of the Association shall be passed out to the general membership for review.
Regular meeting of the membership of this Association shall be held on the second Thursday of each month, or at such other time as the Board of Directors may designate.
Special meeting of the membership of this Association may be called by the President or, if requested in writing, by a majority of the members of the Board of Directors.
Notice shall be give of the date, hour, and place of all meetings to each Member at least five days in advance.
Sect. 1. DUES:
The dues of this Association shall be set by the Board of Directors:
These dues shall include those required for membership in the National Association of Home Builders of the United States, the Home Builders Association of Virginia and the Shenandoah Valley Builders Association, which this Association shall collect and remit in accordance with the requirements of the National and State Associations, as provided from time to time.
Sec. 1. COMPOSITION AND AUTHORITY:
The Association at its Annual Meeting shall elect a Board of Directors, one of whom shall be the Immediate Past President. The Board of Directors shall be the governing body of the Association.
Attendance: Directors are required to attend a minimum of six board meetings annually. The board of directors will review attendance reports quarterly. The director will be removed from the Board after six absences. The policy will ensure continuity in the pursuit of the Association’s mission.
(b.) Term Limits: Officers & directors may serve two 4 year consecutive terms. No director shall succeed himself/herself for a third consecutive term unless there are no candidates to fill the position as determined by the Nominating Committee. Previous directors may apply for board positions after a minimum of one year has elapsed since they last served on the Board. The term limit is not applicable to directors applying for the positions of Vice President and President.
(c.) An Associate Vice President, who shall be an Associate member of the Association and perform such duties as directed by the Board of Directors. The Associate Vice President shall serve as a Home & Garden Show committee member, oversee its functions, and report to the board monthly.
Sec. 2. EX-OFFICIO MEMBERS:
(a.) The President, Vice President, Secretary, Treasurer, and the Associate Vice President shall be ex-officio members of the Board of Directors with full voting privileges.
(b.) The Board of Directors, at any regular or special meeting of the Board, may, provided a quorum is present, elect and any such meeting, a person as a Life Director with voting rights provided that the Board finds such person:
Has made a substantial contribution of service to this Association; or
Has served as either a past state or local president; or
Has served for ten (10) consecutive years or a cumulative total of twelve (12) years as a director of the association
A Life Director has voting rights provided that they shall have attended two (2) or more meetings of the Board of Directors as a voting director in each year. Failure of Life Directors to attend at least two (2) meetings of the Board of Directors each year shall cause them to lose their right to vote. A Life Director shall not lose any other rights and privileges enjoyed as a Life Director as a result of a failure to meet the attendance requirement. Absence of a Life Director shall not affect a quorum count. Life Directors shall not make up a majority vote count on any issue.
Sect. 3. CHAIRMAN:
The president shall be the Chairman of the Board of Directors.
Sect. 4. VACANCIES:
Vacancies on the Board because of disability, death, or resignation shall be filled by appointment of the President, subject to the concurrence of the majority of the Directors. Persons so appointed will serve until the next Annual Meeting of the membership.
Sec. 5. MEETINGS:
Meetings of the Board of Directors shall be held as follows:
Regular meetings of the Board of Directors shall be held on the second Thursday of each month or such other time as the Board may direct.
Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors.
Notice of the date, hour, and place of all meetings shall be given to the Directors at least five days in advance.
The President shall conduct meetings of the Board of Directors by electronic means. Electronic means includes telephone conference call, internet-based video conference, or email. Actions taken in meetings held by electronic means shall have the same effect as a meeting with the Board of Directors physically assembled and meeting in common location. Meetings conducted by electronic means will be defined in scope and purpose by the President, must meet the notice requirements of Article V, Section 5 of these bylaws, and may not take the place of regularly scheduled meetings. The quorum requirements of the Bylaws also must be followed.
Sec. 6. VOTING:
A two-thirds vote shall decide an issue provided a quorum is present.
Any Director entitled to vote may, by an instrument in writing bearing a date not more than ten (10) days in advance of the meeting, designate another Director to vote in his/her place at any meeting of the Board of Directors.
Sec. 7. QUORUM: The presence of one-half (a majority) of the Directors at a meeting shall constitute a quorum.
Sec. 1. The following Officers shall be elected by the membership at its Annual Meeting and shall hold office for a term of one (1) year from the date of election or until their successors are elected and duly qualified:
A President, who shall be a member of the Association. The President shall be the chief officer of this Association and shall preside at its meeting 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, shall be an ex-officio member of all committees, and shall perform all other duties usual to such office.
A Vice-President, who shall be a member of the Association. He shall perform such duties as are assigned to him by the President. He shall, in the absence of the President, or upon his direction, perform all of the duties of the President.
A Treasurer, who shall be responsible to the Association for an accounting of all monies collected and disbursed by the Association and shall render a monthly report to the Board of Directors and an annual report to the membership. Upon direction of the President he may perform other duties appropriate to this office.
A Secretary, who shall keep a record of all of the official proceedings of this Association and its Board of Directors, including the reports of special committees. Upon direction of the President he/she may perform other duties appropriate to this office.
An Associate Vice President, who shall be an Associate member of the Association and perform such duties as directed by the Board of Directors.
Sec. 2. SUCCESSION OF OFFICE:
In the event of the absence, disability, resignation, or death of the President, then the Vice President shall act as President of the Association. Should neither the President nor the Vice President be able to serve for any of the foregoing reasons, then the next ranking director acts as President. The officer so designated to act as President shall serve until such time as the Board of Directors names from among its members a President to fill out the unexpired term.
In the event of a vacancy, other than in the office of the President, the Board of Directors shall name from its members a successor to fill out the unexpired term.
(General Membership Voting, Quorum)
Sec. 1. The voting privilege shall be limited as follows:
Members of the Association in good standing shall be entitled to vote at meetings of the Membership except as may be provided in other sections of these by-laws. Firms, corporations or partnerships holding membership in the Association shall be entitled to only one (1) vote which shall be cast by a duly designated representative.
Any members entitled to vote may by an instrument in writing bearing a date not more than 30 days in advance of the meeting, designate another member to vote in his/her place at any membership meeting.
Sec. 2. A simple majority vote shall decide an issue provided a quorum is present. This section does not apply to voting on amendments to these by-laws.
Sec. 3. The presence of one quarter of the members in good standing at a meeting of the Membership shall constitute a quorum.
There shall be a Nominating Committee composed of Immediate Past President and four members appointed by the President. Appointment shall be made and notice given to the membership at least five days in advance of an election. The President shall designate the Chairman of the Committee.
The Committee shall solicit the membership, consider recommendations, and shall nominate at least one candidate, suggest rule of procedures for the elections and upon direction of the President perform other appropriate duties.
The Association Officers and Directors shall be elected at the Annual Meeting of the Membership. The Nominating Committee shall submit its report at such meeting. Additional nominations may be made from the floor.
Whenever only one nomination for an elective office is presented to the Membership, election shall be by voice vote. Whenever more than one nomination is presented, vote shall be by secret ballot.
Sec. 1. The President with the advice and consent of the Board of Directors shall upon taking office establish Standing Committees for the Association except as may otherwise be specifically provided for in these by-laws.
Sec. 2. The Chairmen of all Committees of the Association shall be appointed by the President except as otherwise specifically provided in these by-laws. The Chairmen of all Committees will solicit volunteers from the General Membership for his/her committee.
Sec. 3. A President may, with the advice and consent of the Board of Directors, remove the Chairman or members of any committee appointed pursuant to this Article.
Sec. 4. Special committees may be appointed by the President, as he may deem advisable from time to time.
Sec. 5. Meetings of all committees shall be upon the call of the Chairman.
Sec. 6. A simple majority vote in the committee shall decide an issue provided a quorum is present.
Sec. 7. The presence of one-half of the committee members at a meeting shall constitute a quorum.
Sec. 1. The fiscal year of this Association shall be the year commencing on the first day of August and terminating on the last day of July.
Sec. 2. The Board of Directors shall adopt a budget for each fiscal year, and this Association shall function within the total of such budget. The Board of Directors must authorize any expenditure in excess of an approved budget.
Sec. 3. The Board of Directors may authorize any officer or officers, agent of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority my be general or confined to specific instances
Sec. 4. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer, Secretary or President, with no countersignature required.
Sec. 5. 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/or any other person so authorized by the Board of Directors.
Sec. 6. Optional: The Treasurer and other officers and members of the staff handling the funds of this Association shall furnish a bond at the expense of the Association in such amount as the Board of Directors shall determine.
Sec. 7. There shall be an annual review of the finances of this Association by an independent Certified Public Accountant, and this, together with a report from the Treasurer, shall be submitted to the Board of Directors.
Sec. 8. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
Sec. 1. An Executive Officer may be employed by the Board of Directors at such rate of compensation as it deems fair and proper.
Sec. 2. The Executive Officer shall serve as the chief administrative officer of this Association. The Executive Officer shall perform the duties and responsibilities delegated to him/her by the Board of Directors and all other functions usual to such office.
Sec. 3. The Executive Officer shall be empowered to employ and supervise an adequate staff to carry on the business of this Association as instructed by the Board of Directors. The rates of compensation shall be those that the Board may deem fair and proper, within the limitations of the fiscal budget.
(Rules of Procedure)
Sec. 1. The rules contained in Robert’s Rules of Order shall govern this Association in all cases to which they are applicable, including meetings of the Board of Directors if not inconsistent with these Bylaws or other special rules which may be adopted by this Association from time to time.
Sec. 1. These By-laws may be amended by a two-thirds (2/3) vote of the Board of Directors at any meeting provided (a.) the attendance at such meeting constitutes a quorum, and (b.) that a copy of any proposed amendment shall have been mailed to each member of the Board at least thirty days in advance.
Sec. 1. By custom or tradition, the affairs of the Association have been governed for years by the Board of Directors in its regular monthly meetings. The Executive Committee shall conduct the affairs of the Association in accordance with the By-laws, policies and instruction of the Board of Directors. It shall be the policy and steering committee of the Association and shall be responsible for establishing a budget for financing the Association, and for all matters of policy, subject to approval by the Board of Directors.
Sec. 2. There shall be an Executive Committee of the Association, which shall be composed of:
The President, who shall be the Chairman;
The Vice President(s);
One additional elected member of the board who shall be appointed by the President.
The Immediate Past President.
Sec. 3. This committee shall be able to act on all matters before it on behalf of the Association. It shall report promptly all actions taken to the full board by memorandum from the Executive Officer and at the next regularly scheduled Board Meeting.
Sec. 4. This Committee shall meet upon the call of the President, the Board of Directors or any five of its members, stating the time and place of meeting. Three of the five members of the committee shall constitute a quorum. A simple majority of those present is required to authorize a vote. In the event of a tie, the Chairman will decide. This Committee may meet without any prior notice, however efforts should be made to contact all committee members.
Sec. 5. This Committee may not alter the by-laws of this Association. This committee should also adhere to the budget, however the treasurer may advise on budget revisions or use of excess current year budget funds. This committee is not authorized to allocate or obligate expenditures exceeding $1,000.00 (One Thousand Dollars).
Sec. 1. Members of this Association may use on their stationary and literature the official emblem of the National Association of Home Builders of the United States and the SVBA as outlined by licensure rules.
Sec. 1. Members shall furnish the Secretary and Executive Officer with their official business and e-mail address along with telephone and fax numbers. The mailing of any notice to the last known official address shall be deemed service of such notice or notices upon them as of the date of the mailing.
Sec. 1. There shall be within the Association such Councils as the (Executive Committee and/or Board of Directors) may from time to time find necessary to serve adequately the needs of respective members of this Association.
Sec. 2. The activities shall be managed by the (Executive Committee and/or Board of Directors) and shall be composed of not less than three (3) members appointed by the President; provided, however, that any member of the Association in good standing may attend and participate in any matters at any meeting.
I. CHARITABLE CONTRIBUTIONS
1. All requests must be presented to either the Board of Directors or the Executive Board in writing.
2. All requests will be approved, denied, or tabled by a majority vote with a quorum present.
3. Each request will be considered based on the following:
a. relationship to the building industry
4. Return/Exposure for the Association