Bylaws

CHAPTER BYLAWS

Adopted
February 20, 2007

 

ARTICLE I.  NAME AND DEFINITIONS

A. The title of this chapter shall be the New York Chapter (Inc.), of the Door and Hardware Institute located in Region Two of the Door and Hardware Institute Inc.

B. The Door and Hardware Institute shall be referred to in these bylaws as the “Institute”.

C. The New York Chapter (Inc.) shall be referred to in these bylaws as the “chapter”.

D. The chapter, as an affiliate of the Door and Hardware Institute, Inc., shall be subject to the Institute’s bylaws.  The chapter shall take no action inconsistent with the policies and purposes of the Institute nor shall the chapter attempt to act for or otherwise bind the Institute unless it shall have received the prior express written approval thereof from the board of directors of the Institute.

 

ARTICLE II.  PURPOSE AND MISSIONS

A. The purpose of this chapter is to promote and further the purpose and missions of the Door and Hardware Institute as set forth in the Institute’s bylaws.

B. The missions of the chapter are as follows:

(1) To promote closer relations of the chapter members with the Institute, and all others allied to the architectural opening industry;

(2) To promote at all times practices consistent with the latest developments and techniques in the specifying and distribution of architectural openings products;

(3) To gather, compile and analyze statistics and information relating to or useful in the conduct of the chapter and the activities of its members;

(4) To conduct classes, courses or seminars for the education of those desirous of learning and understanding the management and technical aspects of the architectural openings industry;

(5) To establish and maintain the chapter as an unbiased source for technical information on specifications for the architectural profession and construction industry;

(6) To further the common interests and professional opportunities of its members in any and every lawful manner, and to do anything necessary and proper for the accomplishment of the objects and purposes herein set forth, or that shall be recognized as proper and lawful objectives and purposes of the chapter.

 

ARTICLE III. MEMBERSHIP

A. The members of this chapter shall consist of members in good standing of the Door and Hardware Institute, in accordance with Institute bylaws as presently in effect or as may be amended.

B. The chapter membership shall be drawn from the States of New York and New Jersey as part of Region Two.  If there is a chapter already located within this same state, or region, boundaries shall be determined for each chapter, Nassau and Suffolk Counties, New Your State Counties including Dutchess, Ulster, Westchester, Orange, Rockland and Sullivan.  All of Northern and Central New Jersey, including the counties of Bergen, Essex, Hudson, Morris, Hunterdon, Mercer, Middlesex, Monmouth, Ocean, Passaic, Somerset, Union and Warren.

C. All members in good standing of the Institute living in or moving to the area as outlined in Section B above, or living adjacent to this chapter, who are closer to this chapter then another, shall make application to affiliate with and to transfer membership to this chapter within 60 days and in accordance with the Institute bylaws, and on payment of this chapter’s dues shall become automatically a member in good standing of the chapter.

 

ARTICLE IV.  GOVERNMENT

A.  The affairs of the chapter shall be managed by a board of directors consisting of the immediate past president, president, president-elect, vice president, secretary, treasurer, and may include any or all of the chairpersons of the committees listed in Article VIII.  There shall be at all times a minimum of four members of the board of directors.  Regional directors shall serve as ex-officio members of the board of directors for chapters in the region, and shall be eligible to attend all meetings of such boards.

B.   The board of directors shall serve for a term ending at the termination of the next annual meeting of the chapter designated for election as noted in Article V, Section 1.

C.  All chapter members in good standing are eligible to hold chapter office or serve on or chair any committee.

D.  Any director may be removed during his/her term of office by a vote of majority of the members of the Board of Directors.

E.  Vacancies on the board occasioned by death, resignation or removal shall be filled by the process of nomination by any board member, to be seconded by another board member and then election, by majority, of the board of directors. The person so elected shall fill the unexpired term of the deceased, removed or resigned member of the Board of Directors.

 

ARTICLE V.  MEETINGS AND VOTING

A. CHAPTERS

(1) There shall be a minimum of four regular business meetings within the year.  One of these will be termed the annual meeting.  Directors and officers shall be elected every two years at the annual meeting of such year.

(2) The president shall set the dates of all meetings.  In addition to regular meetings, the president may call special meetings.  A majority of directors may also call a special meeting.

(3) All members in good standing shall be entitled to attend meetings of the chapter and to cast one vote in person.

(4) Fifteen percent of the chapter members in good standing present at a meeting shall constitute a quorum.  Unless other wise provided in these bylaws, any question presented at such meeting may be decided by a majority vote.

(5) Notice of all regular meetings shall be given in writing to members of all classes, mailed, e-mailed or faxed by the secretary or designated representative of the secretary not less than 14 days before such meetings.

(6) Following is the order of business for chapter meetings:


(1) Call to Order


(2) Roll Call


(3) Reading of minutes of last meeting


(4) Approval, additions or corrections to the minutes


(5) Reports of officers and standing committees


(6) Reports of area directors and/or region directors


(7) Reports of special committees


(8) Unfinished business


(9) New business


(10) Program


(11) Adjournment

B. BOARD OF DIRECTORS

(1) Meetings of the board of directors shall be called by the chairperson (president) or by any two directors.  Such call shall consist of written notice to all of the directors by mail at least five days before the date set for such meeting.  The chairperson (president) may call a meeting at any time upon verbally notifying and obtaining the consent of all of the directors.

(2) A majority of the board of directors present in person shall constitute a quorum at any regular or special meeting for the board of directors unless otherwise provided in these bylaws.

ARTICLE VI.  OFFICERS

A. GENERAL

The officers of the chapter shall consist of a president, president elect, a vice president, a secretary and a treasurer, all of whom shall be elected at the annual meeting of the chapter to serve for not more than a two (2)-year term.  They shall take office immediately at the closer of the regular annual meeting of the chapter at which they shall have been elected and their predecessors’ terms of office expired.

B. PRESIDENT
The president shall:

(1) Preside at all meetings of the chapter and those of the board of directors;

(2) Perform all duties incident to this office and implement such actions to the chapter membership as will further the aims and purposes of the membership and the institute.

C. PRESIDENT ELECT
The president elect shall:

(1) Act as president of the chapter in the event of the absence of the president or vacancy in the office of the president;

(2) Act as chairperson of the Program Committee;

(3) Perform all duties incident to this office and implement such actions to the chapter membership as will further the aims and purposes of the membership and the institute.

D. VICE PRESIDENT
The vice president shall:

(1) Act as chairperson of the Finance Committee;

(2) Perform such duties as may be assigned from time to time by the board of directors.

E. SECRETARY
The secretary shall:

(1) Maintain the minutes and bylaws of the chapter and be responsible for its official records;

(2) Send three copies of the minutes of each meeting and other matters of interest to the executive vice president of the Institute within two weeks from the date of each meeting;

(3)  Notify each member, in writing of all the meetings as provided in
Article V, Section 1 and 2 of these bylaws.

(4) Assume responsibility for booking the chapter meeting place upon
approval of the board of directors.

F.  TREASURER
The treasurer shall:

(1)  Be responsible for the chapter funds and shall disburse same and
keep the necessary books of account as directed by the board of directors;

(2) Furnish a summary financial report to the chapter at each meeting;

(3) Assume responsibility for reviewing chapter account bank statements
and reconciling chapter accounts.

(4) Assume responsibility for reconciling chapter membership list with
the institute.

ARTICLE VII.  ELECTIONS AND APPOINTMENTS

A. OFFICERS

The chapter nominating committee will present nominations for officers to be voted on by the voting membership at the election meeting.  Other nominations may be made from the floor by a chapter member in good standing at the meeting with the consent of the nominee who must also be a chapter member in good standing.

B. DIRECTORS

The incoming president shall appoint the chairpersons of the standing committees as provided for in Article VIII of these bylaws.  If such designated committee chairpersons may also become chapter directors as provided in Article IV, Sections A & B of these bylaws, provided that they are duly nominated and elected by a majority of the voting members present for the annual meetings.  If ratification fails, the incoming president shall forthwith appoint another chairperson for such standing committee, who shall be subject to ratification in the same manner.

ARTICLE VIII.  COMMITTEES

A. The incoming chairperson (president) shall appoint from the membership the following standing committees:

(1) Education & Accreditation (6) Program
(2) Finance (7) Public Relations
(3) Health and Welfare (8) Awards
(4) Membership (9) Scholarship
(5) Nominating (10) Website

B.  The president may also appoint special committees from time to time as may be required.

C. The president shall be an ex-officio member of each standing and special committee and may appoint as many committee members as is deemed necessary unless otherwise provided in these bylaws.  The tenure of each committee member shall explore concurrently with the term of the chairperson (president) who appointed such member unless a member is removed from the committee at any time by the chairperson (president).  All committees shall be subject to the control of the board of directors of the chapter and shall prepare and submit reports at all regular meetings as may be required.

D. The EDUCATION COMMITTEE shall consider and develop methods of promoting education for all members and other interested persons in our industry through the Architectural Hardware Institute and business management sminars on a national or regional level, as well as to encourage an organize at the local level whatever education activities is feasible for those desirous of learning about the architectural openings profession.

The committee shall cooperate with the Institute education committee and perform such duties as may be assigned to it by the chairperson (president) and the Institute education committee.

E. The FINANCE COMMITTEE shall have the responsibility of the general supervision of the income and expenditures of the chapter.  The committee shall work with the treasurer in preparing the yearly budget for the coming fiscal year to be submitted to the board of directors for approval at a meeting to be held before the commencement of the chapter fiscal year.

No expenditures shall be made of the chapter funds except in accordance with the budget unless approved by the majority chapter members as a regular or special meeting.

F. The HEALTH AND WELFARE shall be responsible obtaining and disseminating information regarding the current health status and general welfare of the chapter membership.

G. (1) The MEMBERSHIP COMMITTEE shall receive applications for membership after they have been recorded at Institute headquarters and shall process such applications in accordance with the procedures established and approved by the Institute board of directors for each membership classification.

They shall also receive petitions for reinstatement for membership and shall process such petitions as provided for in the Institute bylaws.

(2)  The MEMBERSHIP COMMITTEE shall study and suggest to the officers and chapter ways and means of increasing, strengthening and improving the membership, and shall perform such other duties as may be assigned by the Institute.

H. There shall be separate NOMINATING COMMITTEES for the purpose of nominating candidates for chapter officers.  The committees shall be comprised of the following:

(1)
The CHAPTER NOMINATING COMMITTEE shall be appointed by the president.

I. The PROGRAM COMMITTEE shall, in conjunction with the officers, plan, arrange, and direct all programs for chapter meetings and shall perform other duties as may be assigned to it by the president and the Institute chapters committee.

J. The PUBLIC RELATIONS COMMITTEE shall stimulate interest and cooperation among the chapter and other organizations such as the AIA, AGC, CSI, CSC, BHMA and other representative groups in the fields of architecture and building construction.  It shall be responsible for publicizing the activities of the chapter in general on a local level through news media, radio, TV and like agencies, and shall submit all matters of general interest through its chapter secretary to the executive vice president of the Institute.

The Committee shall cooperate with the Institute publicity committee and perform such duties as may be assigned to it by the president and Institutes publicity and public relations committees.

K. The AWARDS COMMITTEE shall be responsible for obtaining and presenting all awards as directed by the chapter board.

L. The SCHOLARSHIP COMMITTEE shall be responsible for reviewing the applications for the chapter annual “Charles G. Smith” educational scholarships.

(1)The CHAPTER SCHOLARSHIP COMMITTEE shall be made up of the three (3) immediate past presidents.

M. The WEBSITE COMMITTEE shall be responsible ongoing design and maintenance of the chapter web site.

ARTICLE IX.  DUES AND ASSESSMENTS

A.  The annual chapter dues shall be as established by the membership at a duly
convened meeting provided, however, that proposed changes in dues are presented
to the members in writing at least 30 days before a duly convened meeting or a
waiver of notice of such meeting is sent.  A two-thirds vote of the voting
members present at a meeting at which a quorum is present shall be required for
approval of such change.

B.  Chapter dues become payable at the commencement of the chapter fiscal year,
July 1, and new members are prorated from the quarter they were accepted for
membership for the balance of the fiscal year.

C. The fiscal year of the chapter shall be July 1 through June 30.

D. Any member entering the armed forces on temporary duty and not a career shall be exempt from payment of annual dues during such period of service.

E. If any member fails to pay the required dues within two months after same shall be due, a second notice shall be sent to the member to his or her last known address.  A copy of notice shall be sent to the executive vice president of the Institute and to the appropriate regional director.  If the dues then payable shall not be paid within 30 days after such second notice, the delinquent member shall no longer be regarded as a member in good standing and all member ship rights and privileges in the chapter and in the Institute shall be terminated.

F. Any member whose membership in the chapter and the Institute has been terminated for non payment of dues may be reinstated in accordance with the procedure outlined in Institute bylaws, Article XII.

G. Assessments to finance chapter projects may be voted provided all members have been notified in writing two weeks before the meeting at which such assessments are to be considered.  A vote may only be taken as provided in Article V. Section A.

ARTICLE X.  SUSPENSION AND/OR EXPULSION

A.  Any member may be suspended or expelled from the chapter other than for non payment of dues, for the following actions or omissions:

(1)
Violating any of the provisions of the chapter bylaws or any resolution or statement of record of board of directors of the Institutes.

(2)
Refusal or failure to perform duty or obligation imposed by charter, bylaws or resolution or statement of record of the board of directors of the Institute.

(3)
For failure to apply for transfer of chapter affiliation.

(4)
Acquiring membership by false pretense, misrepresentation, or fraud.

(5)
On being found guilty of committing felony.

(6)
Any other conduct unbecoming to a member of the Institute or conduct considered prejudicial to the interests of the Institute.

B. When information is brought to the attention of the chapter president that an individual may be liable for an action resulting in his/her suspension or expulsion, the chapter president shall refer the matter immediately to the Institute.  All disciplinary matters shall be received by the chapter grievances committee, which shall also establish procedures to permit a full and fair review of such case, including a written record of actions taken.  The individual may, at his/her request, have the decision of the chapter grievances committee reviewed by the chapter board of directors, including the right to personal appearance before the board.  The decision of the chapter also may be reviewed at the next regularly scheduled meeting of the board of directors of the Institute.  The decision of the Institute shall be final.

ARTICLE XI.  AMENDMENTS TO CHAPTER BYLAWS.

The bylaws of the chapter shall be amended in the following manner:

A.  Any amendment or change must be presented in writing to all chapter members at least 30 days prior to a duly convened meeting or waiver of notice of such meeting.  A two-thirds vote of the voting members present at a meeting at which a quorum is
present shall be required or any change or amendment.

B.  Any such amendment when adopted by the chapter, before becoming effective shall have first been submitted to the Institute board of directors for approval.  Once
approved and adopted by the Institute board of directors, it shall become
effective as to the chapter.

 

ARTICLE XII.  REVISED ROBERTS RULES OF ORDER

All proceedings of the board of directors, all standing and special committees, and chapter meetings shall be governed by the provision of the last edition then published of Revised Roberts Rules of Order.