BYLAWS of the _______________________________________________ CHAPTER
of the AMERICAN FENCE ASSOCIATION
ARTICLE I
NAME, OFFICE, AND PURPOSE
Section 1. Name: The name of this corporation is the __________________________________
______________________________________CHAPTER (hereafter, “the Chapter”) of the AMERICAN FENCE ASSOCIATION (“AFA”) incorporated under the Non-for-Profit Corporation Act of the State of ___________________.
Section 2. Office: The Chapter shall maintain a registered office in the State of ___________________ and a registered agent at such office
Section 3. Purpose and Objectives: The Chapter is dedicated to promoting the highest levels of professionalism, ethics, and product standards in the fence industry. The Chapter shall benefit the fence industry and the consumer by developing and disseminating information and education to its members and consumers; advancing safety; and addressing problems and opportunities that face the industry. The Chapter shall at all times conduct its activities, programs, and practices in a manner consistent with the policies of AFA.
ARTICLE II
MEMBERSHIP
Section 1. Qualifications for Active Membership: Any legally established business entity that is engaged in the fence business, manufacture, supply, sale of parts or components thereof, or provision of services related to the fence industry will be admitted to full and active membership in the Chapter provided that it:
- Satisfies the criteria for full and active membership as set forth above;
- Submits a written application for membership to AFA headquarters on such forms as may be prescribed by AFA Board of Directors, agreeing to be bound by the Chapter Bylaws and AFA Bylaws and such other terms and conditions as the AFA Board of Directors may from time to time adopt.
- Accompanies each application for membership with remittance covering dues, and any other fees and assessments as fixed by the AFA Board of Directors; and
- Is assigned to the Chapter by AFA.
Section 2. Member Representative: Whenever membership is held in the name of a firm or corporation, such firm shall designate one individual who shall exercise the voting power of such membership (the “Member Rep”). The designation may be changed by the member at any time upon notice to the President of the Chapter and AFA. The individual designated may appoint an alternate or proxy, provided that notice of such designation is given to the President of the Chapter, and provided further, that such alternate or proxy is affiliated with said member company .
At all meetings of the members, no Active member firm shall have more than one vote.
Section 3. Other members. Additional member categories incorporated herein shall be those as defined in AFA Bylaws, Article IV, Section 2:
- Associate, and Legacy members are not eligible to hold an elective office in the Chapter and shall not be entitled to vote for any purpose.
Section 4. Suspension for Failure to Pay Financial Obligations: Any AFA member who shall be in default for three (3) months or more in the payment of dues or assessments from the due date shall be suspended from membership..
Section 5. Reinstatement of Chapter Membership: A member suspended from AFA for non-payment of dues or assessments may be reinstated to membership without break in years of service upon payment of all amounts in arrears.
Section 6. Voluntary Resignation: Any member may, at any time, resign from membership in the AFA by delivering to AFA headquarters a written resignation, and paying in full all previously accrued and unpaid financial obligations, including any dues, assessments or other charges. Any member who voluntarily resigns while in good standing may be considered for reinstatement to membership.
Section 7. Termination of Chapter Membership: The Chapter Board of Directors may, by affirmative vote of two-thirds (2/3) of all the members of the Chapter Board of Directors, present a written recommendation to AFA Board of Directors to censure, suspend, or terminate a member, who in the opinion of the Chapter Board of Directors does not uphold the standards and codes for which AFA members subscribe. All rights, privileges and interest of Chapter membership shall cease upon termination of membership. Such termination shall not relieve the member of its obligations for dues, assessments or other charges accrued and unpaid.
ARTICLE III
MEETINGS OF CHAPTER MEMBERS
Section 1. Annual Meeting: The annual meeting of the Chapter shall be held at a time and place to be determined by the Chapter Board of Directors. The purpose of the annual meeting is for the general membership to elect the Board of Directors; amend the Bylaws, if necessary; and conduct other business that requires approval by the general membership. Additionally, the Board of Directors shall report Chapter related information to the general membership.
Section 2. Other Meetings of Members: Other meetings of the Chapter may be called by the President, by the Board of Directors, or upon written request by one-third (1/3) of the members, provided that written notice of all meetings shall be mailed, faxed or sent by other electronic means to each member.
Section 3. Notice of Meetings: Written notice shall include the date, time and place of the meeting of members and must be mailed, faxed or sent by other electronic means to the members at least ten (10) days before the date of such meeting, unless otherwise provided by law or by these Bylaws. In the case of a special meeting, or when required by law or these Bylaws, the purpose(s) for which such meeting is called shall be stated in the notice.
Section 4. Quorum and Manner of Action: A majority of members present at meetings of the Association shall constitute a quorum. A properly executed proxy may be counted as a member present for a quorum count. Unless ten (10) percent or more of the members entitled to vote are present in person or by proxy, the only matters that may be voted upon at an annual meeting of the members are those matters that are described in the meeting notice. Withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that meeting.
Section 5. Proxies: At a meeting of the general Chapter membership, a member entitled to vote may vote either in person or by proxy executed in writing by the member. A proxy shall be valid only with respect to the specific meeting of members for which it is given. All proxy forms must be signed and dated by the voting member representative and received by the Chapter President no less than five (5) days before the scheduled meeting to be considered valid proxies.
Section 6. Voting by Mail or Other Means: Any vote, including the election of directors, may be conducted by mail, fax or sent by other electronic means in such manner as the Board of Directors shall determine, consistent with these Bylaws, or as may otherwise be allowed by law.
ARTICLE IV
ELECTIONS
Section 1. Elections: Only the voting representative of a member company is entitled to be elected to the Chapter Board of Directors upon satisfying qualifications. Each director must be a current member of AFA.. All members of the Board of Directors shall be elected at the annual meeting of the membership. With the exception of the Immediate Past President, the officers of the Chapter shall also be elected at the annual meeting of the membership from those directors who were elected by the membership.
Section 2. Restriction: Anyone elected to AFA Board of Directors will not be eligible during the directorial term to attain or retain the office of President at the Chapter level.
Section 3. Nominations: The nominations committee is responsible for recruiting candidates for director positions. Nominations from the floor shall be sought at the annual meeting.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Composition: The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President who shall serve in an ex-officio voting capacity, and at least four (4) other directors.-. The maximum number of combined officers and directors is eleven (11). A member company may have two (2) representatives serving on the Board of Directors, provided that all parents, subsidiaries and divisions of the member company under common ownership have only one vote between them for all matters submitted for vote.
Section 2. Terms: For the initial Board of Directors of the Chapter, half of the directors shall serve two (2) year terms, with the other half serving one-year terms. Thereafter, directors whose terms are expired shall be elected by the Chapter membership at its regular election to serve a two-year term. Other directors/officers terms shall be as described in Article VI, Section 3. Terms shall begin the 1st of January following his/her election confirmation and ending the 31st of December or until their successors have been elected. The normal two (2) year term cycle of directors shall run concurrently, but directors may be elected at the mid-term annual meeting to serve out the remainder of the regular term. The Vice-President automatically becomes the President at the end of the current President’s term. At this same time the President automatically becomes the Immediate Past President. All other directors are to be elected by the Chapter members.
Section 3. Powers: The Board of Directors shall constitute the governing body of the Chapter. It shall be vested with full power and authority to carry out the purpose for which the Chapter is organized and put into effect all resolutions and decisions of the Chapter; in addition to the general powers over the affairs of the Chapter, it shall have the express power to exercise general supervision over the receipts and expenditures of the Chapter, establish the procedure for who may cast votes at the Chapter level, fill any vacancies in the offices of the Chapter, define the duties of its officers, and fix and do all other acts and things which it deems to be in the interest of the Chapter.
Section 4. Meetings: Meetings of the Board of Directors shall be held as directed by the President, or by a motion of the Board of Directors. There shall at least be four (4) meetings of the Board of Directors in a fiscal year. Directors must be given at least ten (10) days advance notification of such meetings. Telephone meetings via conference call as set forth in Article V, Section 6 below are acceptable if extenuating circumstances prevent a meeting in person.
Section 5. Quorum and Manner of Action: A majority of the total number of directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present and voting at a meeting when a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or these Bylaws. Directors may not vote by proxy on any matter submitted to the Board of Directors.
Section 6. Participation by Conference Telephone: The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or through the use of, any means of communication equipment or technology allowed by law, such as conference telephone, by which all directors participating may simultaneously hear and communicate with each other during the meeting, but only to the extent allowed by the Board of Directors. Such participation in the meeting shall constitute attendance in person at the meeting.
Section 7. Written Consents: Any action required or permitted to be taken at any meeting of the Chapter Board of Directors may be taken without a meeting if a consent in writing, describing the action to be taken, shall be signed by each of the directors entitled to vote on the subject. A consent signed under this section has the effect of a meeting vote.
Section 8. Removal from Board of Directors: A director may be removed from the Board with or without cause by a vote of not less than two-thirds (2/3) of the entire membership at any regular or special meeting called for that purpose, provided written notice of the meeting is delivered to all members stating that a purpose of the meeting is to vote on removal of the named director(s). Said director(s) must be given reasonable notice and an opportunity to respond to all charges.
Section 9. Director Vacancies: In the event of the resignation, continued absence or inability of any director to complete his/her term, the position for the unexpired term may be filled by an appointment by the Board of Directors with a majority vote at the next meeting. A director appointed to fill a vacancy shall serve the unexpired term of the predecessor, and shall thereafter be eligible for election for a full term.
ARTICLE VI
OFFICERS
Section 1. Chapter Officers/Executive Committee: The officers of the Chapter shall be a President, Vice President, Treasurer, Secretary, and Immediate Past President acting in ex-officio capacity. The offices of Treasurer and Secretary may be held by the same person. The Vice-President is the President-elect and may be referred to as such. All officers of the Chapter shall comprise the Executive Committee and shall be empowered to act on behalf of the Chapter between meetings of the Board of Directors, and shall report its acts at the next meeting of the Board.
Section 2. Charter Officers and Eligibility: The initial officers of the Chapter shall include those listed in this Article VI in Sections 6-9. Thereafter, to be eligible for the position of an officer on the Board of Directors, a member must serve as a director for a period of not less than one (1) year.
Section 3. Election and Terms of Office: The initial officers of a new chapter each will serve a two (2) year term with an opportunity for re-election. Thereafter, officers will serve one-year terms, beginning at the close of the annual meeting in the fiscal year of the election. No officer having held an office for (2) successive terms shall be eligible to succeed himself/herself in the same office.
Section 4. Removal from Office: An officer may be removed from office, with or without cause, by a vote of not less than two-thirds (2/3) of the Chapter membership , present and voting at any regular or special meeting called for that purpose, provided written notice of the meeting is delivered to all Chapter members stating that a purpose of the meeting is to vote on removal of the named officer(s). Said officer must be given reasonable notice and an opportunity to respond to all charges.
Section 5. Officer Vacancies: The event of the resignation, continued absence or inability of any officer to complete his/her term, the position for the unexpired term may be filled by an appointment by the Board of Directors with a majority vote at the next meeting. An officer appointed to fill a vacancy shall serve the unexpired term of the predecessor, and shall thereafter be eligible for election for a full term.
Section 6. President: The President shall preside at all meetings of the Chapter. He/she shall appoint all committees, unless otherwise provided by these Bylaws, and shall serve as ex-officio member of all committees. The President shall serve as the chair of the Board of Directors and have all the rights and privileges as the other directors.
Section 7. Vice-President: The Vice-President shall serve in the absence of the President, or in the event of the latter’s inability to do so, and shall also perform such other duties as may be given to him/her by the Board of Directors.
Section 8. Treasurer: The Treasurer shall have the custody of all monies and assets belonging to the Chapter under direction of the Board of Directors, and shall deposit the same in such bank or depository as the Board may designate. All funds withdrawn from the Chapter accounts must require the signature of the Treasurer and one other officer, unless otherwise provided in these Bylaws. On ceasing to hold office, the Treasurer shall surrender to his/her successor in office, when qualified, or to such other person as the Board of Directors may designate, all monies, books, papers and other property of the Chapter under his/her control. He/she shall make regular financial reports to the Board of Directors and the members at their meetings to be incorporated in the permanent records of the Chapter.
Section 9. Secretary: The Secretary shall be responsible for keeping the minutes, records, documents, resolutions and votes of the Chapter, and shall maintain these reports in the books to be kept for that purpose. The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be prescribed by law, these Bylaws, or as may be assigned by the President or by the Board of Directors from time to time.
Section 10. Immediate Past President: The Immediate Past President shall serve as chair of the nominations committee, and shall also perform such other duties as may be given to him/her by the Board of Directors.
ARTICLE VII
COMMITTEES
Section 1. Committees: The President shall appoint the following standing committees and any other special committees as may be advisable:
BylawsMembership
Budget/FinanceNominations
Education
Chapter project/Charitable contributions[Each chapter should tailor list to its needs]
To be an authorized committee, the chair must be a director appointed by the President and approved by the Board, and the committee must include at least one other director. The chair of the committee may appoint any member of the Chapter to be on the committee, subject to removal by the President or the Board of Directors
ARTICLE VIII
FINANCES, DUES AND ASSESSMENTS
Section 1. Chapter Finances: The Chapter is responsible for its own finances; AFA shall not be responsible for any debts of the Chapter unless specifically approved in writing by AFA’s Board of Directors.
Section 2. Rebates and Assessments: The Chapter’s annual rebates and assessments shall be as set by the AFA Board of Directors Rebates will be established at the AFA Annual Board Meeting or special called meeting of the Board of Directors. AFA shall remit Chapter rebate payments to the Chapters quarterly.
Section 3. Fiscal Year: The fiscal year of the Chapter shall coincide with the fiscal year of AFA, and shall begin on the first day of January of each year and end on the 31st day of December .
Section 4. Budget: Budget expenditures for the up-coming fiscal year shall be prepared by the Chapter’s Budget Committee that has been appointed by the President and shall be submitted to the Board of Directors no later than ten (10) days prior to the year-end Board of Directors meeting, and shall become effective upon the approval of the Board of Directors at that meeting.
Section 5. Funds: The funds of the Chapter shall be deposited in a general account in the name of the Chapter subject to withdrawal in such a manner as may be determined by the Board of Directors. All past year accounting records and books of account shall be maintained at the Treasurer’s office. A financial statement shall be filed with the Board of Directors at the end of each fiscal year and submitted to AFA headquarters.
Section 6. Use of Funds: The Chapter shall use its funds on matters relating to the Chapter and its activities. No part of its funds shall inure or be distributed to its members, with the exception of reasonable reimbursement for expenses related to services rendered in the name of the Chapter or AFA official business.
ARTICLE IX
CHAPTER INSIGNIA
Section 1. General: The Chapter shall approve and adopt an insignia which shall appear on the Chapter’s stationery and shall be a design suitable to the fence industry and the character of the Chapter.
Section 2. Registration: The Chapter may take such steps as may be necessary and appropriate to register the insignia as the Chapter trademark and to reserve its use to the Chapter and membership in accordance with these Bylaws.
Section 3. Restriction of Use: The insignia may be used by Active members only, provided that use of such insignia shall be restricted to such Active member’s stationery, web site, and advertisements and the words “Member of” is included in print above or below the insignia.
ARTICLE X
INDEMNIFICATION and INSURANCE
Section 1.Limitation of Liability: No director, officer, employee, or agent of the Association Chapter acting in his/her official capacity shall be liable for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of such director, officer, employee or agent, except to the extent dictated by law.
Section 2.Indemnification: The Association shall indemnify and hold harmless to the full extent permitted by law any person who is or was acting in his/her official capacity as a director, officer, employee, or agent of the Association, or who is or was serving in his/her official capacity at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.
Section 3.Insurance: The Association shall be requiredto purchase and maintain insurance for indemnification of directors, officers, employees, or agents against any liability asserted against such person and incurred in any such capacity, or arising out of such person’s status as such, regardless of whether the Association would have the power to indemnify against such liability.
ARTICLE XI
GENERAL PROVISIONS
Section 1. Accountability: Neither the Chapter, its officers, directors, members, employees, nor its agents, shall have the authority to act for, represent, bind or commit AFA in any manner on any subject, unless specifically authorized to do so in writing by AFA’s Board of Directors.
Section 2. Dissolution: In the event of dissolution of the Chapter, all Chapter assets remaining after payment of outstanding liabilities and expenses, shall be distributed to AFA Education Foundation. If AFA is no longer in existence, then the Chapter assets shall be distributed to a qualified nonprofit tax-exempt organization selected by a majority of the members of the Chapter, as per state law.
Section 3. Procedure: All meetings of the Chapter shall be governed by parliamentary procedure as set forth in the most recent edition of Robert’s Rules of Order when not inconsistent with law, these Bylaws, AFA Bylaws, or any special rules of order the Chapter Board of Directors may adopt.
Section 4. Definitions: Any reference in these Bylaws to the term “AFA” refers to the American Fence Association. Any reference to the term “Chapter” refers to the ________________________________________________________ Chapter which these Bylaws serve.
ARTICLE XII
AMENDMENTS
Section 1.These Bylaws may be amended by a two-thirds (2/3) vote of the members of the Chapter present and voting at an annual or special membership meeting at which a quorum is present, provided that written notice of the proposed amendment shall be sent to each member of the Chapter in the notice for said meeting. Amendments adopted in accordance with this provision shall not be in conflict with AFA Bylaws or state law.
Adoption of these Bylaws:
Date of adoption: _______________
Printed name of President: ______________________________
Signature of President:______________________________
Date received by AFA _____________________________________________
Signature of Executive Director ______________________________________