Sales & Marketing Council Bylaws
BY-LAWS
SALES & MARKETING COUNCIL
OF THE HOME BUILDERS/REMODELERS ASSOCIATION
OF MAHONING VALLEY
Last Ammended: September 19, 2006
SECTION 1. The name of this organization shall be the Home Builders / Remodelers Association, Inc., hereinafter referred to as the Association.
SECTION 2. The area of operation of the Association shall be within the boundaries of the Mahoning Valley, consisting of Mahoning, Trumbull and Columbiana counties. Its main offices shall be located at 8526 South Ave., Youngstown, Ohio, 44514.
SECTION 1. The purpose of this Association shall be:
A. To operate as an Ohio Non-Profit Corporation dedicated to the promotion, advancement, and professionalization of the Construction Industry;
B. To promote and protect the principle of Home Ownership for all people; to maintain within the Industry an appreciation of the objectives and responsibilities of its members to the public they serve; and to advocate and encourage the standardization of Building Codes and the constant improvement of construction products, practices and techniques;
C. To carefully adhere to all local, state and federal laws which apply to its operation.
SECTION 1. CLASSIFICATION AND DEFINITIONS
The Classification of Membership in this Association shall be:
A. BUILDER MEMBERS
This membership shall be available to any person, firm or corporation which:
1) Derives significant portion of income from the development of building sites; the building; or managing of housing units; building or managing of commercial structures; remodeling, or addition to dwelling units; and
2) Is an individual or company whose owner or at least one principal thereof, as an authorized legal representative; has built or remodeled a minimum of six homes or commercial structures, and has been a business entity for the previous year; and
3) Is covered by a minimum liability insurance of $500,000.00; and a minimum million dollar umbrella policy
4) Must carry current workers compensation insurance on all employees; and
5) Fulfills such other requirements as may be established from time to time by the Board of Directors.
B. ASSOCIATE MEMBER
1) This membership shall be available to any individual, firm or corporation, or any member of such firm or corporation, who or which is associated with the Construction Industry, except if they could qualify as a BUILDER MEMBER as described above in SECTION 1) Paragraph A.
2) Associate members are an individual or company whose owner or at least one principal, must have been or is, a business entity for the previous year.
3) Associate members who are subcontractors must also carry liability insurance with a minimum of $500,000.00; and a minimum million-dollar umbrella policy; and must carry current workers compensation insurance on all employees.
4) Fulfills such other requirements as may be established from time to time by the Board of Directors.
C. RETIRED MEMBER
1) Classification with yearly dues fee of 50% of the normal dues per classification, with no voting rights. This is in order for this class of member to receive all local mailings.
2) For those retired member companies who do not want mailing privileges, they would be considered honorary members.
D. HONORARY MEMBER
This membership may be conferred upon any individual, firm or corporation by the Board of Directors, as they may deem appropriate.
E. ADDITIONAL MEMBERSHIP CLASSIFICATIONS
The Board of Directors may create other classifications of membership from time to time as they may deem appropriate.
ARTICLE IV:
APPLICATION AND ADMISSION
TO MEMBERSHIP
SECTION 1. Application for membership shall be submitted in such manner and form as may be determined by the Board of Directors of this Association.
SECTION 2. No application will be considered which does not supply all of the information requested.
SECTION 3. Applications, which comply with Article III hereinabove, shall be read at the first scheduled meeting of the Board of Directors after the same has been received by the Association. Applicants shall become members upon approval by a majority vote of the Directors present at such scheduled meeting.
SECTION 4. An application for membership may be tabled for further consideration upon an approved motion to that effect. The Board of Directors shall have the right to change the classification of any member at any time for just cause.
SECTION 5. The Term of Membership shall be One Year Renewable Terms.
SECTION 6. Provided further that nothing contained in the Constitution and/or shall in any manner limit or restrict the discretion of the Board of Directors in its acceptance or rejection of any application.
SECTION 7. If a nominee is not accepted, such individual firm or corporation may reapply after two years from the date of the board vote.
ARTICLE V:
MEMBERSHIP RIGHTS
AND PRIVILEGES
SECTION 1. All members in good standing shall have the right to vote, hold office, and exercise all the privileges granted by the association. In order for a builder class member to be nominated to serve on the Board of Directors, the individual must be an owner or officer, as an authorized legal representative of the member officer with fiduciary responsibility.
SECTION 2. A firm or corporation which is a member shall be entitled to only one vote, and only two members of the firm or corporation shall be eligible for office. Provided that such firm or Corporation shall designate in writing the persons who shall represent it and only such persons shall vote or hold office in its name. Any disaffiliation of such representative with his firm or corporation shall be construed as a termination of the voting right and his tenure in office, if any; however, any member of a firm or corporation may secure an individual membership, provided his company is a member, by the payment of the minimum Association membership dues with Board of Directors approval. Any such Firm or Corporation shall upon such disaffiliation of its voting member be ineligible to vote until a successor has been appointed and the Association has been advised in writing as to the name of such successor.
SECTION 1.
We as members of the Home Builders Association of Mahoning Valley believe and affirm that:
Home ownership can and should be within reach of every American family.
American homes should be built under the free American enterprise system.
American homes should be well-designed, well-constructed and well-located in attractive communities with educational, recreation, religious and shopping facilities accessible to all.
To achieve these goals, we pledge allegiance to the following principles and policies:
Our paramount responsibility is to our customers, our community and our country.
Honesty is our guiding business policy.
High standards of health, safety and sanitation shall be built into every home.
Members shall deal fairly with their respective customers, employees, subs and suppliers.
As members of a progressive industry, we encourage research to develop new materials, new building techniques, new building equipment and improve methods of home financing, to the end that every home purchaser may get the greatest value possible for every dollar.
All sound legislative proposals affecting our industry and the people we serve shall have our informed and vigorous support.
We hold inviolate the free enterprise system and the American Way of Life. We pledge our support to our associates, our local, state and national organizations and all related industries concerned with the preservation of legitimate rights and freedoms.
We assume these responsibilities freely and solemnly, mindful that they are part of our obligation as members of the Home Builders Association of Mahoning Valley.
ARTICLE VII:
MEMBERSHIP MEETING
AND RULES OF ORDER
SECTION 1. An annual meeting of the membership of this Association shall be held October each year, or at such other time as the Board of Directors may designate, for the purpose of electing the Directors to serve on the Board, and taking up such matters as may properly come before the general membership.
SECTION 2. The Nomination Committee shall submit its report at such meeting. Additional nominations may be made from the floor.
SECTION 3. Place and time of all Association regular and special meetings shall be decided by the Board of Directors.
SECTION 4. The conduct of all general Association meetings shall be governed by Robert's Rules of Order, when not in conflict with these BY-LAWS.
SECTION 5. Quorum. All members in good standing present at any meeting of the Association shall constitute a quorum. A majority of the members in good standing present shall be required to adopt or approve any proposed measure or resolution.
SECTION 6. Special meetings may be called upon a written request stating a reason for such meeting to the Executive Director signed by the President or both the Builder Vice President and Secretary/Treasurer or by any five members of the Board of Directors. A special meeting shall be considered duly called provided written notice to each member of the Association has been mailed not less than five days in advance of Special Meeting. Said written notice shall contain the time and place of such meeting and the reason for such meeting.
ARTICLE VIII:
RESIGNATION, SUSPENSION
OR EXPULSION
SECTION 1.
A. Membership in this Association may terminate upon death, voluntary resignation, or as otherwise provided for in these BY-LAWS.
B. RESIGNATION
A member may voluntarily resign from membership in this Association upon the submission of written notification to the Executive Director. This notice shall be presented to the Board of Directors at its next succeeding meeting. Resignations shall be effective upon fulfillment of all obligations to the date of resignation.
C. SUSPENSION OR EXPULSION
1) The Board of Directors may censure, suspend or expel any member for just cause. Sufficient cause shall be deemed to be any violation of the BY-LAWS or any rule or practice properly adopted by the Association; or any other conduct prejudicial to the interest of the Association.
2) A request, including the charges in writing per these by-laws, to censure, suspend or expel may be submitted, in writing, to the Board of Directors by 3 members in good standing of the Association, and/or six active unsatisfied complaints from consumers.
3) Once the board receives three (3) letters within a 6 month period, a statement of the charges shall be mailed by register letter to the last recorded address of the member at least fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the date, time and place of the meeting of the Board of Directors at which the charges shall be considered. The member shall have the opportunity to appear in person or by representative, and present any defense in person or in writing, to such charges before action is taken thereon.
4) The Board of Directors shall have the exclusive right to determine the appropriate action of either censure, suspension or expulsion and may establish conditions for reinstatement, if any.
D. RIGHTS
All rights, privileges, benefits and interests of a member in this Association shall cease immediately upon termination or suspension of his membership for any reason or cause.
E. APPEALS PROCESS
1) A decision of the Board of Directors to censure, suspend, place on probation or expel a member shall become final within fourteen (14) days of written notice of the decision unless an appeal or request for further hearing is received by the Board of Directors from the member against whom action is taken. Written notice of the decision of the Board of Directors shall be mailed to the member against whom action is taken by certified mail, return receipt requested.
2) If a member appeals the original decision of the Board of Directors, the member shall be entitled to a full hearing before the Board of directors at such time as may be designated by the Board of Directors. The member shall have the opportunity to appear in person or by representative before the Board of Directors, and present any defense to such charges before action is taken thereon.
3) The Board of Directors, upon appeal or rehearing, may modify, overrule or uphold the previous decision of censure, suspension, probation or expulsion.
ARTICLE IX:
DUES, FEES AND ASSESSMENTS
SECTION 1. The dues, fees and assessments for membership in this Association shall be set by the Board of Directors from time to time and shall be in effect until changed by action of the Board of Directors. Any changes shall not be effective or changed until the member's next statement is due and payable.
SECTION 2. The Board of Directors may also authorize the solicitation of contributions which may be desirable or necessary for the welfare of this Association.
SECTION 3. Any member who shall neglect or refuse to pay his dues, assessments or other fees within thirty (30) days after such payment has become due, shall be considered delinquent. The names of all delinquent members after sixty (60) days shall be reviewed by the Board of Directors and the Board shall be empowered to drop delinquent members from the membership.
SECTION 1. The Board of Directors, the governing body of this Association, shall consist of not less than twenty-six (26) voting members, a Past Presidents Council and an honorary associates council as follows:
A. Not less than ten (10) Builder Members, eight (8) Associate Members, one-half of whom by class shall be elected at each Annual Meeting by secret ballot and who shall serve for a term of two year, or until their successors have been duly elected and qualified.
B. In addition to the foregoing, the elected officers of the Association, President, Builder Vice-President, andTreasurer/Secretary, shall serve on the Board of Directors for a period of one (1) year.
C. In addition to the foregoing, the President of the Association shall appoint two (2) members to serve on the Board of Directors for a period of one (1) year. These appointments shall be made subsequent to the election of Directors by the membership, but prior to the first meeting of the new Board of Directors. Further, he shall appoint the Accountant and Attorney to serve on the Board of Directors as non-voting members with the approval of the Board.
D. The Past Presidents Council shall consist of all past presidents.
E. Members of the Past Presidents Council shall also be deemed voting members of the Board of Directors, provided however, that they attend four (4) Board of Directors Meetings, and attend the Annual Meeting or two (2) General Membership Meetings within the HBA fiscal year. If a Past Presidents Council member fails to meet these requirements, his voting rights are suspended until such time as those requirements are fulfilled.
F. The Honorary Associates Council shall consist of all associates who have served on the Board of Directors for twelve (12) years. They shall be deemed voting members provided the member attends four (4) Board of Director Meetings, and attend the Annual Meeting or two (2) General Membership Meetings within the HBA fiscal year. If an Honorary Associates Council member fails to meet these requirements, voting rights are suspended until such time as those requirements are fulfilled.
SECTION 2. The Board of Directors may suspend or unseat one of its members for any reason which it considers just or reasonable. The action of the Board of Directors in unseating or suspending one of its members shall be final. A two-thirds vote shall decide an issue provided a quorum is present.
SECTION 3. The office of any Director unseated or suspended will have the following status:
A. If suspended, the office will be declared temporarily vacant, and the President will temporarily appoint a member to fill the vacancy.
B. If unseated, the President will appoint a new member of the same classification to the Board.
C. Any Director appointed by the President to fill the vacancy created by an unseated member shall serve only for the balance of the current term.
D. The Board shall make a full report to the membership of all cases involving the unseating of any Director. This report shall be made at the next scheduled Association meeting.
SECTION 4. The President may appoint members to fill vacancies on the Board of Directors resulting from death, resignation or any other cause for the balance of the current term.
SECTION 5. The Board of Directors shall have control of the affairs of the Association, by setting policy, formulate its own rules and regulations in matters of attendance, conduct of office, place and time of meetings, order of business and so forth, provided the rules and regulations adopted do not conflict with any of the general rules or regulations of the Association.
SECTION 6. The Board of Directors shall have a minimum of seven (7) meetings during the year. Additional Board of Directors meetings may be called upon a written request stating a reason for such meeting to the Executive Director signed by the President or both the Builder Vice President and Treasurer/Secretary, or by any five members of the Board of Directors. A special Board of Directors meeting shall be considered duly called provided written notice to each board member has been mailed not less than five days in advance of the special Board of Directors meeting. An emergency Board of Directors meeting may be called at any time by any one of the following officers; President, Builder Vice President, Treasurer/Secretary. An emergency Board of Directors meeting shall be considered duly called provided a quorum is present.
SECTION 7. A quorum at any scheduled meeting called for the purpose of transacting business of the Board of Directors of the Association shall consist of a minimum of 10 members present with 60% of those Builder Class members. Voting by proxy shall be prohibited.
SECTION 8. The Board of Directors may, by two-thirds vote of the members present, pursuant to ARTICLE X, SECTION 7, and voting at any meeting, delegate its authority to the Executive Committee, provided it is for the purpose of enabling the Executive Committee to carry on the activities of the Association in matters of finance, salaries, expenditures and revenues.
SECTION 9. Absences: Elected and Appointed Members of the Board of Directors must attend four (4) Board of Director's meetings a year or they will be unseated. Elected and Appointed Directors must also attend two (2) General Membership meetings, or mixer events a year or they will be unseated. The Director may be reinstated if, upon appearance before the Board, he can show sufficient cause as to why he should not be removed.
SECTION 10. Resignation: Any Director may resign at any time by giving written notice to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board.
SECTION 11. The conduct of all Board of Directors meetings shall be governed by Robert's Rules of Order, when not in conflict with these BY-LAWS.
ARTICLE XI:
OFFICERS OF THE ASSOCIATION
SECTION 1. The officers of the Association shall consist of;
a. The President
b. The Builder Vice President
c. The Associate Vice President
d. The Secretary/Treasurer
SECTION 2. Officers a, b, and d in Section 1, must be Builder Class Members.
SECTION 3. There shall be an Executive Director to maintain the general business of the Association. The Executive Director shall have no voting privileges.
ARTICLE XII:
ELECTION OF OFFICERS
SECTION 1. The Association's Board of Directors shall be elected at the annual meeting of the Corporation. The Nominating Committee shall submit its report at such meeting. Additional nominations may be made from the floor.
SECTION 2. The officers of the Association shall be elected by the Board of Directors at a meeting held subsequent to the election of the Directors of the Association. The methods of electing officers shall be determined by the Board of Directors, and may be changed from time to time to meet changed circumstances or conditions. All officers must be members of the Board of Directors serving at least one (1) year before election with the exception of the Women’s Council representative and Chairman of the Sales and Marketing Council.
SECTION 3. The President of the Women's Council and Chairman of the Sales and Marketing Council, shall be duly elected by the membership of the Women's Council and Sales and Marketing Council respectively.
ARTICLE XIII:
DUTIES OF OFFICERS
SECTION 1.
A. PRESIDENT
The President shall be the chief executive officer of the Association and shall preside at all meetings of the Board of Directors, the Executive Committee, and the general membership. The President shall appoint all committee chairmen, serve as ex-office member of all committees and councils, and shall perform such duties usual and customary to the office, and along with the Executive Director, shall be the official spokesman for the Association.
B. VICE PRESIDENTS
The Vice Presidents shall perform such duties as designated by the President and the Board of Directors. The Builder Vice President shall serve as Chair of the Parade of Homes. The Associates Vice President shall serve as Chair of the Associates Committee.
C. SECRETARY/TREASURER
The Secretary/Treasurer shall be responsible for overseeing the accounting of all monies received and disbursed for the use of the Association.
The Secretary/Treasurer shall be responsible for giving official notice, in keeping with the requirements of these BY-LAWS, for all Board of Directors and other Association functions, to keep a record of all such proceedings, to attest to documents, to supervise the execution of all votes and resolutions of the Association and such other duties as are usual for such office.
The Secretary/Treasurer shall chair the Home & Garden Show and the By-Laws Committee with assistance by the Immediate Past President. The chairman shall serve on the Parade of Homes Committee.
ARTICLE XIV:
RESIGNATION OR
REMOVAL OF OFFICERS
AND EXECUTIVE COMMITTEE MEMBERS
SECTION 1. Any officer or executive committee member may resign at any time by giving written notice to the President or Secretary/Treasurer or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof determined by the President or the Board.
SECTION 2. Any officer or executive committee member may be removed for any reason which the Board of Directors considers just or reasonable, by a simply majority vote of all voting Board of Directors at any meeting of the Board at which a quorum is present.
SECTION 3. Should any vacancies occur in the positions of Builder Vice President, Associate Vice President, Secretary/Treasurer or Executive Committee Member by reason of resignation, removal, death or otherwise, then the Executive Committee shall nominate at least one (1) qualified candidate to fill the vacancy. The Executive Committee shall present their nomination(s) to the Board of Directors for approval. Nominations may also be made from the floor.
ARTICLE XV:
COMMITTEES AND COUNCILS
SECTION 1. There shall be five standing committees. They are Executive, Associate, Ambassadors, Nominating and Constitution/BY-LAWS.
SECTION 2. The Ambassadors Club Committee and project committees shall have a chairman appointed by the President except for what is provided in these by-laws.
SECTION 3. Executive Committee: The voting members of the Executive Committee shall consist of the President, Builder Vice President, Associate Vice President, Secretary/Treasurer, The Immediate Past President, Two (2) other Immediate Past Presidents in order, and one (1) other Immediate Past Associate Vice President in order, who are voting members of the Board. The Accountant, Attorney and Executive Director are non-voting members of the Committee.
The Duties of these committees shall include but not be limited to, the following:
A. Meet with the Executive Director to plan the agenda's for the Board Meetings.
B. Evaluate the Executive Director on an annual basis and recommend salary increases to the Board of Directors.
C. Upon the Director's resignation, serve as the screening committee to recommend the appointment of the Executive Director and determine his/her compensation, subject to the approval of the Board of Directors.
D. Annually prepare a budget in cooperation with the Executive Director for the fiscal year which shall be submitted in writing to the Board of Directors for it's approval.
E. Oversee the revenue producing programs ensuring income to support the budget.
F. Designate a reserve funds policy.
G. Review and supervise all of the receipts and disbursements of the Association's funds.
H. Other powers and responsibilities which may, from time to time, be delegated to it by the Board of Directors.
I. A minimum of four (4) Executive Committee Members shall constitute a quorum.
SECTION 4. Associates Committee:
A. It shall be the Committee's responsibility to represent the Associate Membership within the Association.
B. The committee is also responsible for conducting various member and family social events throughout the year.
C. The committee may also assist with Membership Meetings in regard to it's program and speakers.
SECTION 5. Ambassadors Club: It shall be this committee's responsibility to establish annual membership goals and objectives consistent with the Association's position as the voice of the Industry. It shall plan and execute membership activities and programs to assure maximum membership retention as well as new member recruitment.
SECTION 6. Nominating Committee:
A. It shall be the responsibility of this committee to interview, qualify and nominate candidates for positions on the Board of Directors and provide candidate’s bio's 30 days before the annual meeting, and the same for the Association's Officers.
B. It shall also nominate candidates to represent the Association as N.A.H.B. Directors and Alternates, as well as candidates for O.H.B.A. Directors and Alternates.
C. The committee shall be chaired by the Immediate Past President and consist of the past president's council and honorary associates council's voting members.
SECTION 7. Constitution/BY-LAWS Committee: This committee chaired by the Secretary/Treasurer, assisted by the Immediate Past President, shall meet every three (3) years, unless requested by the Board by the April Board meeting, to review the Constitution and BY-LAWS of the Association.
SECTION 8. Councils: The President or Board of Directors may appoint special councils within the Association which shall serve members with categorical interests, said councils to be responsible to the Board of Directors and subject to these BY-LAWS. Said councils shall be available for joint meetings with the Board of Directors.
SECTION 9. The President, subject to the approval of the board of Directors, shall establish special committees or task forces as may be required by the BY-LAWS or as he may find necessary. The President shall appoint a Chairman, who shall serve at his discretion for each special committee or task force.
ARTICLE XVI:
EXECUTIVE DIRECTOR
SECTION 1. The chief administrative officer of this Association, its chapters, affiliates and subsidiaries shall be an Executive Director who shall be employed by the Executive Committee with the approval of the Board of Directors. He/She shall be responsible to the Board of Directors, and the Executive Committee. He/She shall receive such compensation as the Executive Committee and the Board of Directors deem fair and proper.
SECTION 2. The Executive Director shall have charge of and administer the business operations of the Association, under the direction of the Board of Directors, and shall keep accurate accounts of all property passing through his hands and shall carry out the policies and directives established by the Board of Directors. He shall also perform such other duties as may be delegated to him by the Board of Directors.
SECTION 3. The Executive Director shall be empowered to employ such staff to carry on the business of this Association at such rates of compensation as may be deemed fair and proper within the limitations established by the annual budget and with prior approval of the Board of Directors.
SECTION 4. The Executive Director, along with the president, shall be an official spokesman for the Association when expedient to make the position of the Association public.
SECTION 5. The Executive Director serves at the pleasure of the Board of Directors. The terms and conditions of employment and compensation for the Executive Director shall be set forth in a contract by and between the Board of Directors and the Executive Director. The Executive Director can be removed by the Board of Directors at anytime by a simple majority vote of the Board of Directors present at the board meeting.
SECTION 1. The Board of Directors may amend the Constitution and BY-LAWS at any scheduled meeting by a two-thirds vote of the members present. Provided, however, that the Board members have been notified in writing at least ten (10) days prior to the date of the meeting.
ARTICLE XVIII:
INDEMNIFICATION OF
DIRECTORS AND OFFICERS
SECTION 1. Each director and officer of the Association shall be indemnified by the Association against expenses which he has reasonably incurred in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director or officer of the Association (whether or not he continues to be a director or officer at the time of incurring such expenses); provided however, that in the event of a settlement of such action, suit or proceeding, such director or officer shall be indemnified by the Association against such expenses incurred by such director or officer to such extent as may be determined in or in connection with such settlement, and then only if such determination shall have been approved by a court of competent jurisdiction or by a resolution duly adopted by a majority of the whole Board of Directors and no director included in such majority shall have, or shall at any time have had any financial interest adverse to the Association in the action, suit or proceeding, or the subject matter or outcome thereof. The foregoing right of indemnification shall not be exclusive of rights to which any director or officer may be entitled as a matter of law.
All indemnifications must be approved by the Board of Directors and general counsel, and before any payments are made for the indemnification a written opinion by general counsel shall be submitted to the Board of Directors for approval.
SECTION 1. The fiscal year of this Association shall be based on the calendar year commencing on the first day of January and terminating on the last day of December.
SECTION 2. The Board of Directors shall adopt a budget for each fiscal year, and this Association shall function within the total of such budget. Any expenditure in excess of an approved budget must be authorized by the Board of Directors.
SECTION 3. Dues and other monies collected by the Association shall be placed in a depository selected by the Board of Directors.
SECTION 4. The following officers of the Association, and any others as may from time to time be authorized by resolution of the Board of Directors, shall have authority to sign checks for and on behalf of the Association: President, Builder Vice President, Secretary/Treasurer, and Executive Officer. The signature of any two (2) of the foregoing shall be necessary on all checks drawn on account of the Association.
SECTION 5. The President, the Executive Officer, or any other officer of the Association duly authorized to act for them in a specific instance, may execute contracts. The Board of Directors may also authorize any officer or agent of the Association, in addition to the officers 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 may be general or confined to specific instances.
SECTION 6. The Board of Directors may by a two-thirds vote authorize the creation of, or special assessments for reserve funds for the future operation of the Association. Such funds may be used for such purposes as may be authorized by a two-thirds vote of the Board of Directors.
SECTION 7. The Secretary/Treasurer and other officers or members of the staff are authorized by the Board of Directors to handle the funds of this Association in such amount as the Board of Directors shall determine.
SECTION 8. In the event of dissolution of the Association, the assets of the Association shall, after appropriate provision for its debts and liabilities, be distributed in any liquidation proceeding to a corporation, trust, or association which is not organized for profit and is exempt from federal income taxation under the Internal Revenue laws applicable at the time of such dissolution.
ARTICLE XX:
POLICIES, PROCEDURES, DIRECTIVES,
AND DAILY OPERATIONS
SECTION 1. The Board of Directors shall establish and adopt policies, procedures, and directives for the daily operations of the organization and for special events. The Board may empower committees to establish such policies, procedures, and directives for special events. The Board of Directors can add, modify, or eliminate any policy, procedure and directive by a simple majority vote of Board at anytime.
Note: All amendments should be footnoted with the appropriate meeting date.