By Laws

TREASURE VALLEY MASTER PLUMBERS ASSOCIATION, INC.
By-Laws

Article I--Membership

1.0 CONDITIONS OF MEMBERSHIP: Individuals, partnerships, or corporations involved in a recognized plumbing related business may become members of this association. Members shall be either voting, Associate or Honorary as hereinafter defined.

1.01 VOTING MEMBERS: Individuals, partnerships, or corporations conducting recognized plumbing contracting business in the State of Idaho may become Voting Members. Each business shall be eligible to a vote and hold an office.

1.02 ASSOCIATE MEMBER: Individuals, partnerships, or corporations indirectly involved in the mechanical construction industry supplying services or materials to a Voting Member may become an Associate member. He shall have the benefits and privileges accorded Voting Members and be eligible for membership in functional group activities, but shall not be eligible to vote or hold office in the Association.

1.03 HONORARY MEMBER: Honorary membership may be extended, upon approval by a two-thirds vote of the Board of Directors, to an active member retired from business or to an individual in recognition of outstanding accomplishment and contribution to the welfare of the Association and the industry. Honorary members shall not vote or hold office and shall not be required to pay dues.

1.2 APPLICATION FOR MEMBERSHIP: Membership desired by an applicant shall be made through a member on the form provided. The application shall show sufficient pertinent information to insure eligibility.

1.3 A CERTIFICATE OF MEMBERSHIP: In such form as prescribed by the Board shall be issued to all members. Renewal cards indicating payment of current dues shall be issued by the secretary promptly after receipt of such dues.

1.4 SUSPENSION OF MEMBERSHIP: The Board of Directors for good cause shown and with or without notice or hearing, may suspend and member, if in the opinion of the Board such suspension is necessary either (a) to keep the Association out of legal entanglements, (b) to preserve the good name of the Association and plumbing contractors in general; or (c) if, in the opinion of the Board such action is warranted for just and good cause. A suspended member may be reinstated only after hearing and furnishing satisfactory proof to the Board that the cause for suspension has been corrected or removed without damage to the Association.

1.5 TERMINATION OF MEMBERSHIP: Any member who either (a) terminates his interest or activity in the business which qualified him for membership or (b) who is found guilty of any violation of any law or decree of any court pertaining to his business or to the affairs of the Association, or (c) whose dues are not paid as prescribed by these By-Laws, shall automatically and without notice cease to be a member of this Association. If a member resigns he shall do so in good standing.

1.6 RIGHTS AND AUTHORITY OF MEMBERS: Firms or corporations holding membership may be represented at membership meetings by any number of individuals, but on questions presented for vote such firm or corporation shall have but one vote. No members of any classification shall have any right or power to act or speak for the Association unless such member is an officer, director or other authorized representative acting in the course and within scope of his prescribed authority.

ARTICLE II--BOARD OF DIRECTORS

2.1 MEMBERS AND TERM: The governing body of the Association shall be the Board of Directors, herein referred to as the Board, which shall consist of ten (10) Directors. The officers of the board shall be the President, President-Elect, Treasurer, and Secretary, elected or re-elected annually. All Directors shall be Voting Members and shall serve a two-year term being elected or re-elected as prescribed herein at the Annual Association Business Meeting.

2.1.1 MEMBER REPRESENTATION: The Board of Directors elect shall represent a cross section of the trade in Treasure Valley.

2.2 POWERS AND DUTIES OF THE BOARD: The Board shall have full authority and power, within the scope of applicable statutes and as prescribed by these Articles, to determine all questions of policy and to act for the Association through its officers or other authorized representatives between annual meetings of the membership. Any action of the Board, except as otherwise prescribed herein, is subject to reversal by a two-thirds vote of Voting Members in good standing in attendance at the Annual Business Meeting. All members of the Board shall serve without salary, except the Board may fix just compensation for reasonable expenses.

2.3 ORGANIZATION OF THE BOARD: The President of the Association shall be chairman of the Board, the President-Elect of the Association shall be vice-chairman. The Board shall not take official action in behalf of the Association unless a quorum of five (5) Board members participate in the action, and at any regular or special meeting of the Board an affirmative vote of the majority present shall be required to validate action. Board members may not vote on Board issues by either written or personal proxy.

2.4 MEETING OF THE BOARD: Regular monthly meeting of the Board shall be held. Business Meeting to be held in conjunction with the Chairman, or by written request to the Chairman by two or more board members, to consider or to act upon matters requiring the attention of the Board between regular meetings. Any resolution, action, directive or decision in writing, agreed to in writing by a majority of the Board members, shall have the same force and effect as if the same had been duly passed by a majority vote at a regular or special meeting of the Board.

2.5 REMOVAL OF BOARD MEMBERS AND VACANCIES: Any member of the Board may be removed from membership on the Board by an affirmative vote of two-thirds of the members missing two consecutive meetings of the Board of Directors without cause will be deemed to have insufficient interest in the affairs of the Association, and will be removed from the Board. In case of death, resignation, disqualification or removal of any elected member of the Board, the remaining members of the Board shall fill the vacancy for the balance of the term by appointment from the Voting Membership.

ARTICLE III--OFFICERS

3.1 NUMBER AND TERM: The elected officers of the Association shall consist of the President, President-Elect, Treasurer, and Secretary and shall be elected at the Annual Business Meeting by a majority vote of the Voting Membership as hereinafter prescribed. The President, President-Elect, Treasurer, and Secretary shall not succeed themselves by more than one term. The officers shall be inducted on the final day of the Annual Business Meeting and shall assume office for a term of one year, or until their respective successors assume office.

3.2 APPOINTIVE OFFICERS: The Board of Directors may, at their discretion, appoint and remove such officers and agents, with such titles and duties as the Board may deem reasonable and proper to the conduct of the Association affairs.

3.3 VACANCIES: In the case of death, resignation or disqualification of any officer, the Board of Directors shall make appointments from the Voting Membership to fill the vacancy, except that of the Presidency, if vacant, shall be filled by the elected President-Elect.

3.4 ELECTION OF OFFICERS: Elective offices shall be filled from nominations made by the Nomination Committee or by proper nomination from the floor of the Annual Business Meeting.

3.41 At least one nomination shall be made by the Nominating Committee for each of the offices of President, President-Elect, Treasurer, and Secretary. The Nominating Committee shall report the names of its nominees upon the inquiry of any member in good standing twenty-four (24) hours prior to the election and by resolution to the membership at the Annual Business Meeting for action on the floor. Nominations may be made from the floor by any member in good standing. When floor nominations are accepted, a written ballot shall be prepared providing the names of candidates for the offices contested. Written ballot results shall be tabulated by teller committee of two appointed by the presiding officer.

ARTICLE IV- DUTIES OF OFFICERS

4.1 POWERS AND DUTIES OF THE PRESIDENT: The President shall have and and exercise all such powers and duties as are usually reposed in the chief executive officer of an Idaho corporation, or which are necessary and proper to carry out the orders and resolutions of Annual Meetings and the Board of Directors, or to execute the by-laws of the Association, and specifically the President shall preside at the Annual Business Meeting and the meetings of the Board of Directors; supervise and direct the affairs and officers of the Association; sign all checks, drafts or documents transferring funds; execute all deeds, mortgages, bonds, contracts and other documents in the name of the Association except as otherwise authorized by the Board of Directors; shall have charge of the corporate seal of the Association and affix the same wherever proper; appoint standing committees and appoint and discharge special committees together with the issuance of specific instructions to all committees; and generally exercise the authority necessary to take any action which the Board of Directors is empowered to take subject to review by the Board.

4.2 LIMITATIONS ON POWER OF THE PRESIDENT: The President shall have no power to act contrary to the orders or resolutions of an Annual Business Meeting or of the Board of Directors, or to enter into any contract or commitment which cannot be altered, corrected or removed during any period extending beyond his term of office, or in an amount of money in aggregate greater than one hundred dollars ($100.00) without the approval of a majority of the Board of Directors.

4.3 DUTIES OF THE PRESIDENT-ELECT: The President-elect shall succeed to the duties of the President in the event of a vacancy in the Presidency and shall otherwise have such powers and duties as imposed on him by the Annual Business Meeting, Board of Directors or the President of the Association.

4.4 DUTIES OF THE SECRETARY: The Secretary shall have such powers and duties as may be assigned to him by the President or Board, including but not limited to keeping the minutes of all meetings.

4.5 DUTIES OF THE TREASURER: The Treasurer shall sign all checks, drafts or documents transferring funds; execute all deeds, mortgages, bonds, contracts and other documents in the name of the Association. Collect dues, and keep an accurate account of all monies of the association.

4.6 DUTIES OF APPOINTED OFFICERS, EMPLOYEES OR AGENT: The duties of non-elective officers, employees or agents shall be the execution of policies and directives assigned by the president and the Board, and generally the promotion of the welfare of the Association within the scope of the purposes defined in the Articles of Incorporation. No such officer, employee or agent shall have the power to commit the Association to policies or contracts without express direction from the Board or the President within the scope of their authority.

ARTICLE V - COMMITTEES

5.1 STANDING COMMITTEES: It shall be the general policy of the Association to make commitments as to policy and activities only after consideration and recommendation by committees established for that purpose. To further this policy, the President shall appoint within thirty (30) days after the date of his induction to office such committees as may be required to carry out the stated general policy of the Association. Special committees may be appointed by the President for specific purposes if and when such committees serve a proper purpose. All Committees shall be responsible to and make their reports and recommendations, as directed, to the Annual Business Meeting, the Board of Directors or the President at the specified or appropriate time and place. No committee is authorized to act for the Association without specific written authority.

5.2 COMMITTEE ACTIVITIES: It shall be the duties of the committees to receive and prepare data and present the same as directed to the end that Association policies and activities will be based on well-grounded, considered information. Members of the Association, whether members of the Committee or not, may attend committee meetings and may submit evidence or data to the committee and shall have the benefit of the work of the committee.

5.3 PERSONNEL OF THE COMMITTEES: All committeemen shall be members of good standing in the Association selected by the President on the basis of knowledge, information and interest in the assignment. The President shall designate the Chairman of each committee and the President shall be an ex-officio member, non-voting, of each committee except the Nomination Committee. The services of appointed officers or agents of the Association shall be made available to the committees when so assigned by the President.

5.4 NOMINATING COMMITTEE: The Nomination Committee shall function only as before prescribed in the consideration and selection of nominees for the elective offices of the Association. The committee shall consist of the latest living Past-President and one other Past President, who shall be Chairman. No member of the Board of Directors, Except the Past Presidents, shall be eligible to serve on the Nomination Committee and no members of the Nomination Committee shall be eligible for nomination for office by the committee. Candidates for office shall be selected by the Nomination Committee from a complete list of Voting Members in good standing furnished by the Secretary not less than thirty (30) days prior to the date of the Annual Business Meeting at which election ballots will be canvassed.

ARTICLE VII- FUNCTIONAL GROUPS

7.1 Upon written petition of five (5) or more active members of the Association having common problems and interests, and problems and interests not common to the whole membership, the Board of Directors may grant permission to such Functional Groups to organize and operate under the Articles of Incorporation and its By-Laws and in the name of the Association, Subject to review and approval by the Board.

7.2 The Functional Groups shall be so organized and conducted as to provide effective means for united action by the members grouped according to the common interest factor. Membership in any functional group shall be open to any members of the association having common interest with the group.

7.3 When considered necessary for promoting or forwarding its special purposes, the functional group may establish a fund for that purpose. Sources of such funds may be donations from group members, or other sources, including assessments on group members, approved by the Executive Committee of the Group. The Treasurer of the Association shall be the custodian of such special funds and all expenditures therefrom shall be subject to the approval and audit of the Executive Committee of the group whose funds are so held.

7.4 Each functional group shall be organized and shall select their own officers, consisting of co-chairmen. The officers shall constitute the Executive Committee of the group. The Executive Committee shall conduct the business and activities of the group during periods between meetings and shall make arrangements for general meetings.

7.5 Each functional group shall hold a general meeting at the time and place of the Annual Business Meeting of the Association, and such other general meetings, or of the Executive Committee, as are deemed necessary. Minutes shall be kept of all meetings of the groups and their executive committees and copies thereof filed with the Secretary of the Association as soon as possible after each meeting. Appointed officers or agents of the Association shall assist functional groups as directed by the President.

7.6 The Board of Directors of the Association may dissolve any functional group at a meeting called for that purpose, or at a regular Board Meeting.

ARTICLE VIII--FISCAL YEAR

8.1 The fiscal year of this Association shall commence on January 1 of each year and end on the last day of December of the same year.

ARTICLE IX DUES

9.1 Amount: Membership dues and/or fees in the Association shall be as proposed by the Board of Directors and voted on by the voting membership and approved by a 2/3rds majority vote and provided that not less than thirty percent (30%) of the Active members in good standing cast affirmative ballots.
9.3 PAYMENT OF DUES: Membership dues are payable in advance and shall be collected in a way and manner as set by the Board of Directors.

9.4 NON-PAYMENT OF DUES: If any member fails to remit dues within ninety (90) days after date due, such member may be suspended for non-payment and may reinstated only upon payment of back dues. If dues remain unpaid for a period of six months after the date due, the member shall be considered delinquent and dropped from the rolls of the Association. An application for reinstatement by such member shall be accompanied by the amount of back dues in full, except that the requirement for payment of dues in arrears more than one year may be waived by the Board of Directors.

ARTICLE X- MEETINGS

10.1 Unless otherwise ordered by the Board, There shall be the following meetings each, designated as follows:

(a) ANNUAL BUSINESS MEETING, The order of Business at such meetings shall be:

Call to Order
Reading of Minutes of Last Previous Business Meeting
Report of Board of Directors
Report of Officers
Report of Committees
Election of Officers/Directors
Unfinished Business
New Business
Adjournment

Robert’s Rules of Order shall govern procedure at Business Meetings.

(b) BOARD MEETINGS to be held monthly at locations determined by the Board, as practical considerations may permit. The Board Meetings shall be for the conducting of Association business, financial matters and such other proper and timely agenda items as may be brought before it. Such meetings shall be directed mainly at developing interest in the social, management development, and educational aspects of Association activities.
(c) GENERAL MEMBERSHIP MEETINGS to be held monthly time and location to be determine to be most practical for all concerned.

10.2 Arrangements for the proper organization and handling of Annual Business Meetings, including meeting place, registration, credentials, program and other details shall be assigned by the President to a special committee which shall be responsible for the successful conduct of the meeting.