ARTICLE I - NAME
Section 1.
The name of this organization shall be the International Builders Exchange Executives (IBEE) (hereinafter known as the "the Organization."
ARTICLE II – PURPOSE
Section 1.
The Organization is intended to be a nonprofit business league that qualifies for exemption under Internal Revenue Code Section 501(c)(6) made up of members who are (1) construction industry associations or businesses that operate builders exchanges that produce construction news reports and/or operate a builders exchange plan room, and (2) executives of such associations or businesses.
Consistent with the applicable provisions of law, the aims and purposes of the Organization shall be to work together in accordance with the law for the mutual benefit of members of the Organization to promote and support the effectiveness of builders exchange operations, to improve the business methods, conditions and effectiveness of such builders exchange associations and businesses; to educate construction industry businesses and the public of the use and potential benefits of the use of builder exchange products and services; explore, research, and provide education about ideas and methods for enhancing the organizational management of builders exchange organizations and businesses, improve their industry services, and otherwise support the effectiveness of builders exchange operations.
Section 2.
The Organization is a trade association or business league primarily supported by membership dues and other income realized from activities substantially related to activities that qualify as exempt for purposes of Internal Revenue Code Section 501(c)(6). The Organization shall not be organized for profit or for purposes of engaging in any activity ordinarily carried on for profit. None of the net earnings shall inure to the individual benefit of any of the members. There shall be no capital stock.
ARTICLE III - MEMBERSHIP
Section 1. CLASSES OF MEMBERSHIP
There shall be four [4] classes of Membership: Executive Members; Corporate Members; Industry Affiliate Members and Honorary Members.
Section 2. MEMBERSHIP ELIGIBILITY EXECUTIVE MEMBERS
An Executive Member is any individual who is (1) an active, full-time managing executive of a construction industry association or privately-owned company defined as a “Builders Exchange” and produces a construction news report and/or operates a plan room/electronic plan room, either physical or electronic; (2) who has applied for admission as Executive Member; (3) who has timely paid all required dues and fees; and (4) whose status as an Executive Member has been approved by the Board of Directors and otherwise has not been suspended or terminated pursuant to these Bylaws. Executive members can vote and are eligible to hold office. Publicly-held companies are not defined as “Builders Exchanges”, therefore Employees of publicly-held companies are not eligible for Executive Membership.
CORPORATE MEMBERS:
A Corporate Member is any construction industry association or privately-owned Company defined as a “Builders Exchange” which (1) produces a construction news report and/or operates a plan room either physical or electronic, (2) has applied for admission as Corporate Member, (3) has timely paid all required dues and fees; and (4) whose status as an Corporate Member has been approved by the Board of Directors and otherwise has not been suspended or terminated pursuant to these Bylaws. Corporate Members will be afforded the equivalent of three (3) Executive Member designees, who shall, when present, be entitled to exercise full voting privileges, and be entitled to serve on committees and hold office in the same manner as if they were Executive Members. Publicly-held companies are not defined as “Builders Exchanges” and are therefore eligible for Executive Membership.
INDUSTRY AFFILIATE MEMBER
An Industry Affiliate Member is a private or publicly-held company or construction-related association providing products and/or services to the construction industry, which (1) the Board of Director deems to be of benefit to members; (2) has applied for admission as Industry Affiliate Member, (3) has timely paid all required dues and fees; and (4) whose status as an Industry Affiliate Member has been approved by the Board of Directors and otherwise has not been suspended or terminated pursuant to these Bylaws. Industry Affiliate members may attend assembly meetings of the Organization upon request and approval of the Board of Directors, but are ineligible to vote and ineligible to hold office. Affiliate Membership does not confer endorsement or acceptance by the Organization of any product or service of any Affiliate Member; nor serve as a substitute for formal Agreement to offer said products and services to the Organization members.
HONORARY MEMBER
The person nominated must be retired from a construction industry association or privately-owned company or no longer active in the operations of his or her organization. The individual should have been a figure of considerable stature in the industry and/or very active in Organization affairs, not merely in attendance at annual meeting conventions. The nomination must be endorsed by the Board of Directors and approved by two-thirds [2/3] majority vote of members present and voting at any annual or special meeting. Honorary members are not eligible to vote or hold office.
Section 3. APPLICATION/MEMBERSHIP
Any individual or organization applying for admission to membership shall provide a fully completed application for membership to the headquarters of the Organization, along with payment for one (1) full year’s dues plus the applicable initiation fee. Dues will be prorated in the second year of membership, if necessary to coincide with the fiscal year.
All current members shall be sent a copy of the application for membership. Current members shall have thirty (30) days from the date of the letter providing the proposed member's application to file an official written protest with the Organization headquarters stating the reasons the current member is protesting the application.
All protested membership applications shall be held until the next Board of Directors Meeting and at that time the application and objections will be reviewed. Any applicant who has been objected to shall only be accepted into membership by a three-fourths [3/4] majority ruling of the Board of Directors present at the meeting.
Any potential member whose application has not been objected to by a current member within thirty [30] days shall become a member subject to the Board of Directors approving the membership by a simple majority vote at the next Board of Directors meeting.
All national/international associations and companies, including local chapters, are to be considered separate business entities and shall be granted no special benefits from other chapters or branch offices that may already be in membership.
Notice of acceptance, or rejection, shall be made by the President of the Organization in writing to the applicant within 90-120 days.
Section 4. TRANSFER OF MEMBERSHIP
Executive membership or Corporate Member Designees may be transferred to successor of the original member organization, without approval. Member organization must be in good standing with no outstanding financial or other obligations to the Organization in order for dues paid for the current Fiscal Year to be credited.
Section 5. RESIGNATION OF MEMBERSHIP
An Executive or Corporate member may resign from the Organization by providing written notice to the President of the Organization, and provided outstanding financial and other obligations to the Organization have been discharged. There will be no refunds.
In the case of a Corporate Member, the resignation must come from the full-time managing executive and automatically causes the resignation of the member designee from that corporate member. No vote of the Board of Directors is required.
Section 6. SUSPENSION OF MEMBERSHIP
Any member, who fails to pay dues within one hundred and twenty (120) days of billing, shall automatically be suspended from membership, and subject to reinstatement fees as determined by the Board of Directors. A member may be suspended for cause by a two-thirds (2/3) majority vote of those present and voting at any meeting of the Organization.
Section 7. REINSTATEMENT OF MEMBERSHIP
Provided outstanding financial obligations to the Company have been discharged and suspension for the cause set aside, a member may be reinstated upon decision of the Board of Directors by a two-thirds (2/3) majority vote.
Section 8: REVOCATION OF MEMBERSHIP
Membership may be permanently revoked for cause by a two-thirds (2/3) majority vote of those present and voting at the annual meeting of the Organization. Causes for revocation include, but are not limited to, acting in a manner contrary to the Bylaws and/or policies of the Organization, willful misconduct, gross negligence, and/or acting in conflict with the Organization’s Code of Ethics.
ARTICLE IV – DUES
Section 1. EXECUTIVE MEMBERS
Each Executive Member shall be required to pay annual dues to maintain membership in the Organization. The amount and due date of such annual dues shall be determined by the Board of Directors in an amount set forth in U.S. Dollars by a two-thirds (2/3) majority vote. Dues shall be paid in advance in U.S. or Canadian currency for Canadian-based members on or before the last day of the preceding Fiscal Year of the Organization.
Section 2. CORPORATE MEMBERS
Each Corporate Member shall be required to pay annual dues to maintain its membership in the Organization. The amount and due date of such annual dues shall be determined by the Board of Directors in an amount set forth in U.S. Dollars by a two-thirds (2/3) majority vote. Dues shall be paid in advance in U.S. or Canadian currency for Canadian-based members on or before the last day of the preceding Fiscal Year of the Organization. Corporate members shall also pay all other registration costs and fees in the same amount as required of Executive Members unless otherwise specified.
Section 3: INDUSTRY AFFILIATE MEMBER
Annual dues for Industry Affiliate Members shall be determined in an amount set forth in U.S. Dollars by the Board of Directors by a two-thirds (2/3) vote. Dues shall be paid in advance in U.S. or Canadian dollars for Canadian-based members on or before the last day of the preceding Fiscal Year of the Organization. Industry Affiliate Members shall also pay all other registration costs and fees in the same amount as required of Regular Executive Members unless otherwise specified.
Section 4: HONORARY MEMBERS
Annual dues shall be waived in perpetuity for Honorary Members in good standing, and no abridgment of the Organization services shall result. Registration and other fees associated with attendance at an annual meeting are expected, and shall be paid on same basis as required of active members.
ARTICLE V - FISCAL YEAR
Section 1.
The Fiscal Year of the Company the Organization shall be the 12-month period that ends on July 31.
Section 2.
All checks, drafts, or orders for payment of money and all notes and acceptances and bills of exchanges shall be authorized in writing by any one of the officers of the Organization, namely: The President, President Elect, Vice-President, Secretary-Treasurer or the Chief Operating Officer Executive Vice-President, and shall bind and oblige the Organization to any financial institution appointed by the Board of Directors from time to time as the banker of the Organization.
ARTICLE VI - THE BOARD OF DIRECTORS
Section 1. BOARD OF DIRECTORS
The Board of Directors shall consist of four (4) Officers, four (4) Directors, and three (3) Past Presidents. The retiring President following election of a new President shall continue to serve on the Board of Directors for three (3) successive years.
Section 2. OFFICERS
Officers of the Company shall consist of President, President Elect, Vice President and Secretary/Treasurer, who shall be nominated and elected at the annual meeting of the Company and shall all take office on the first day following their election and shall hold such office for one (1) year, or until their successors are elected. The President Elect shall automatically succeed to the Presidency.
Section 3. DIRECTORS
Four (4) Directors shall be nominated and elected at the annual meeting of the Company and shall take office on the first day following their election and hold such offices for one (1) year or until their successors are elected.
Section 4. PRESIDENT
The President shall assume the duty of general supervision of the affairs of the Organization and shall preside as Chair at all meetings of the Organization and the Board of Directors. The President shall conduct business in accordance with the By Laws and such other rules and regulations as may from time to time be made by the Board of Directors. The President shall appoint such Committees as may be found necessary and may delegate such duties and powers to them as may be directed by the Board of Directors. The President shall be responsible for outlining the duties and activities of the paid Executive Vice President.
Section 5. PRESIDENT – ELECT
In the absence or incapacity of the President, it shall be the duty of the President-Elect to assume the duties of the President. The President Elect together with the Secretary/Treasurer shall review and prepare the annual Company budget and present it to the Board of Directors as soon after the commencement of the new fiscal year as possible.
Section 6. VICE PRESIDENT
The Vice President shall assist the President and President Elect in the discharge of their duties as they may require from time to time
Section 7. SECRETARY - TREASURER
The Secretary-Treasurer shall keep or cause to be kept all records of the Company including, but not limited to, correspondence, financial records and books of account. The Secretary-Treasurer shall propose the annual budget in conjunction with the President Elect. The funds of the Company shall be deposited in a financial institution approved by the Board of Directors. The Secretary-Treasurer shall report to the Board of Directors and membership at the respective meetings of the bodies. The Secretary/Treasurer shall be responsible for directing Headquarters to incorporate approved changes into the By-laws and Policy Manual on a timely basis.
Section 8. EXECUTIVE COMMITTEE
An Executive committee shall consist of the Officers of the Company and shall assume and perform such duties and responsibilities as may be delegated to it by the Board of Directors. The Board of Directors may delegate to the Executive Committee any or all of its powers as granted under the By-Laws, or as may be directed by the Membership.
Section 9 VACANCY ON THE BOARD OF DIRECTORS
In the event of a Board member vacancy, the remaining members of the Board of Directors of the Organization may appoint an interim Director or leave the vacated Board position unoccupied until the next regularly scheduled nomination and election of Directors.
Section 10. MEETINGS OF THE BOARD
The Board of Directors shall meet a minimum of two times a year, one defined as the mid-year, (normally scheduled in February) and the other being the annual meeting, (normally scheduled in June.) The Board of Directors may convene in person or by any technological means commonly accepted and available to the Board of Directors at the time of need, to further conduct the business of the Organization. A simple majority of members of the Board of Directors shall constitute a quorum. If the Board of Directors is solicited by mail, email, fax or telephone, a simple majority of responses from members of the Board of Directors shall constitute a quorum.
ARTICLE VII - COMMIITTEES
Section 1. NOMINATING COMMITTEE The newly elected President at the annual meeting of the Organization shall appoint five [5] current or past directors of the Organization to the Nominating Committee whose duty it shall be to qualify and nominate candidates to fill all elective offices of the Organization. The candidates shall be chosen and presented to the Board of Directors at least (30) days prior to the annual meeting of the Organization.
ARTICLE VIII - HEADQUARTERS
Section 1. ADMINISTRATIVE OFFICE
The Organization shall establish and maintain a headquarters office known as the Administrative Office. The Administrative office shall be the repository of Organization records and the address of record of the Organization. The administrative title, description of his/her duties, and assigned work of the Administrative Office shall be the responsibility of the President and the Board of Directors. There shall be a budget allowance for the operation of this Administrative Office.
ARTICLE IX - MEETINGS OF THE MEMBERSHIP
Section 1. ANNUAL MEETINGS
There shall be at least one (1) annual meeting of the Organization. The President and the Secretary-Treasurer shall be called upon to present full reports at these meetings. The Annual Meeting will be held 3 – 8 weeks prior to the Organization fiscal year end.
Section 2. SPECIAL MEETINGS
The President or and four (4) Directors of the Organization may convene special meetings, subject to the quorum provisions in Article X, Section 1.
Section 3
A written notice, stating the day, hour and place of a meeting of the members, and the general nature of the business, or agenda, to be transacted at such meetings, shall be given on behalf of the Company Organization by the Administrative Office to each member at least 45 days before the date of such meeting. This Notice may be delivered to the members by mail, fax, or email.
ARTICLE X - VOTING
Section 1. MEMBERSHIP MEETING
At any annual or special meeting of the Organization, twenty (20) percent of the total Executive and Corporate membership in good standing shall constitute a quorum for the transaction of business. Each Executive and Corporate member present shall be entitled to one (1) vote only.
Section 2: PROXY VOTING
Members in good standing may vote by proxy by stating their position in writing on Company letterhead and granting written permission to a member in good standing to vote on their behalf. A Member’s proxy shall be in writing and revocable at the pleasure of the Board member executing it. The proxy shall be valid for a specific membership meeting only, specific by date(s) and location of said membership meeting.
Section 3: FOR BOARD OF DIRECTORS MEETING
A majority of members of the Board of Directors shall constitute a quorum. If the Board of Directors is solicited by mail, e-mail or telephone, a simple majority of responses from members of the Board of Directors shall constitute a quorum.
Section 4. MAIL BALLOT
An Executive or Corporate member may request a mail ballot on any issue (other than a By-Law or Articles of Incorporation amendment) which that member feels to be of national or international concern. That member shall contact the President who shall be responsible for advising the Organization Officers. A majority of officers in agreement shall suffice to initiate a Mail Ballot on the issue in question. The President shall advise the Administrative Office of the issue in question and direct the appropriate ballots be distributed and mailed to all Executive and Corporate members. The issue in question shall be considered accepted or rejected when a majority of balloted members indicate accordingly. The President shall oversee that the Executive Vice-President takes action in keeping with the result of the balloting.
ARTICLE XI ORGANIZATIONAL COMPLIANCE POLICY
Section 1. GENERAL POLICY OF LEGAL COMPLIANCE.
It at all times shall be the policy of the Organization that all of its activities and operations be conducted in compliance with the applicable requirements of law and to require that its members participating in activities of the Organization or in exercising any other right, privilege, benefit or responsibility of membership also to conduct themselves at all times in accordance with such laws. The Board of Directors shall be responsible for establishing procedures to monitor the legal compliance of the Organization, its staff, and Members, including procedures for receiving and responding to reports of suspected misconduct and determining the discipline or other corrective action, if any as shall be appropriate to prevent or redress concerns relating to the legal compliance of the Organization, its Officers, Directors, employees, business partners and/or Members. Pursuant to this authority, the Board of Directors may cause the Organization to adopt policies and practices to prohibit or restrict conduct that the Board of Directors determines may violate the law or otherwise expose the Organization to undesirable legal or operational risks. The Board of Directors shall adopt reasonable procedures for communicating such policies and procedures to officers, directors, employees and members of the Organization. All employees, Officers, Directors and Members of the Organization shall be responsible for compliance with all such policies and practices and the otherwise applicable provisions of law. Noncompliance with any such policies or the otherwise applicable provisions of law may constitute grounds for discipline up to and including revocation of membership, suspension or limitation of membership rights or such other discipline as the Board of Directors determines appropriate. As a condition of membership, each Member shall be required to agree to indemnify and hold harmless the Organization, its Officers, Directors and Employees for any loss, damages and expenses including attorney's fees and costs of defense, arising directly or directly from the failure of the Member or any of its Officers, Directors, Employees or Agents, to comply with these By-laws, the Code of Ethics or any applicable provision of law.
Section 2. ANTITRUST COMPLIANCE POLICY
The Organization intends to operate in compliance with the antitrust laws of the United States and, as applicable, the antitrust laws of the States within the United States and the antitrust/competition laws of other Countries (generally, "Antitrust Laws"). The Antitrust Laws are intended to preserve and promote free, fair and open competition. This competition benefits consumers and companies which are innovative and efficient. A violation of the Antitrust Laws can have serious consequences for the Organization and for member companies. Accordingly, the following policies at all times shall apply to the Organization and each of its Officers, Directors, Employees and Members in connection with any participation in any Organization activities.
(a) The activities of the Organization are not intended to restrain competition or to harm consumers. The purpose of the Organization is to promote competition and to benefit consumers.
(b) Neither the Organization nor any of its committees or activities shall be used for the purpose of bringing about or attempting to bring about any understanding or agreement, written or oral, formal or informal, express or implied, between and among competitors with regard to their prices, terms or conditions of sale, distribution, volume of production, territories, customers or credit terms.
(c) In connection with membership or participation in the Organization, there shall be no discussion, communication, agreement or disclosure among members which are actual or potential competitors, regarding their prices, discounts or terms or conditions of sale or licensing of products or services, pricing methods, profits, profit margins or cost data, production plans, market shares, sales territories or markets, allocation of territories or customers, or any limitation on the timing, cost or volume of their research, production or sales.
(d) Each member of the Organization is obligated and required to exercise its independent business judgment in pricing its services or products, dealing with its customers and suppliers and choosing the markets in which it will compete.
(e) No activity or communication of the Organization or any of its Members, in connection with their participation in the Organization, shall include any discussion or statement which could reasonably be construed as an agreement or understanding among Members to refrain, or to encourage other members to refrain, from purchasing any raw materials, product, equipment, services or other supplies from any supplier or from dealing with any supplier.
(f) No activity or communication of the Organization, or that of members in connection with their participation in the Organization, shall include any discussion which could reasonably be construed as an attempt to prevent any person or business entity from gaining access to any market or customer for goods and services, or to prevent any business entity from obtaining a supply of goods or services or otherwise purchasing goods or services freely in the market. (This paragraph is not intended to preclude a member from disclosing and asserting its intellectual property rights.)
(g) The qualifications for membership in the Organization are set forth in the By-laws of the Organization. No applicant for membership, which meets the qualifications set forth therein, shall be denied membership for any anti-competitive purpose. No member shall be excluded from a working group of the Organization for an anti-competitive reason.
(h) To the extent that the Organization develops, promulgates, approves or adopts proposed standards or specifications, adherence to such proposed standards or specifications shall be voluntary on the part of its members, and shall in no way be compelled or coerced by the Organization or any committee or member thereof, it being solely a voluntary and unilateral decision on the part of the particular member or members as to whether to adhere to or comply with any such proposed standard or specification.
(i) Any specifications which may be developed, promulgated, approved or adopted by the Organization in order to effectuate its purposes shall be based upon relevant considerations, and shall not be based upon any effort, intention or purpose to unreasonably reduce or eliminate competition in the sale, supply and furnishing of products and services.
(j) Neither the Organization nor any committee thereof shall impose sanctions for the violation of, nor shall they enforce compliance with, standards or specifications developed, promulgated, approved or adopted by the Organization, except that the Organization may condition use of its trademark on compliance with standards developed to regulate the use of and to protect such mark. The Organization reserves the right to take appropriate action against any person or entity which engages in false or misleading advertising regarding use of or compliance with the specifications of the Organization
(k) No person is authorized to make an official or a public statement on behalf of the Organization regarding whether a particular product complies or does not comply with the Organization specification, unless such authority is specifically conferred in writing by the Board of Directors.
(l) In conducting any meeting of the Board of Directors, the Executive Committee, the membership, or any committee, the Chair or Secretary of each such meeting shall prepare and follow a formal agenda. Minutes of all such meetings shall be maintained, accurately reflecting the subjects discussed and action taken at such meetings.
(m) During the course of the activities of the Organization, no member will disclose any information to any other member that is not reasonably related to the purposes of the Organization.
(n) The Organization and each member, in connection with the activities of the Organization, shall use its best reasonable efforts to comply in all respects with the Antitrust Laws.
(o) The requirements of this Section are conservative and intended to promote compliance with the Antitrust Laws, not to create duties or obligations beyond what the Antitrust Laws actually require. In the event of inconsistency between these requirements and the Antitrust Laws, the Antitrust Laws shall control.
(p) The Board of Directors shall establish appropriate procedures to cause these requirements to be promulgated to all members of and participants in the Organization. All members and participants in any activities of the Organization shall abide by these requirements
ARTICLE XI – AMENDMENTS
Section 1. AMENDING PROCEDURE
These By-Laws may be amended by a two-thirds (2/3) majority vote of Executive and Corporate Members voting at any annual or special meeting called and held for such purpose, provided members be notified as to time and place of meeting and advised in writing at least thirty (30) days prior to the annual or called meeting as to what provisions of the By-Laws or Articles of Incorporation shall be considered for amendment. The wording of the proposed amendment may be altered for purposes of clarification prior to voting.
ARTICLE XII – MISCELLANEOUS PROVISIONS
Section 1. UNAUTHORIZED ACTS & EX-MEMBER CLAIMS
The Company shall not be liable for or assume the burden of any unauthorized act of a member, or ex-member. Upon termination of membership in the Company, for any reason, ex-members shall cease to have any claim to, or interest in, any monies or property of the Company, which shall remain free of all claims, rights, title or interest whatsoever by any such ex-member.
Section 2. DISSOLUTION OF THE COMPANY
Upon dissolution of the Company, no monies or property shall accrue to any individual member or members of the Company but shall be distributed to one or more associations or organizations similar in aims and objectives, or to recognized charitable institutions, or to such other entity, as determined by the Board of Directors.
Section 3. WHERE THE BY-LAWS ARE SILENT
Where the By-Laws are silent on procedural matters, decision shall be taken accordance with the most recent edition of Roberts Rules of Order; where silent on substantive matters, decision shall rest with the Board of Directors of the Company.
Section 4. PROPERTY RIGHTS
All property rights and interests in the Company shall be vested equally among the Executive and Corporate members upon dissolution of the Company.
Section 5. COMPANY PROPERTY
All Company property, such as equipment, files, membership identification material in possession of a resigned or suspended member shall be returned by that member to the Administrative Office at once. Unreturned Company property shall become part of the consideration in that member’s request for reinstatement.