HUNTSVILLE MADISON COUNTY BUILDERS ASSOCIATION, INC. BYLAWS

ARTICLE I
(NAME AND LOCATION)
Sec. 1 -The name of this Association shall be the Huntsville/Madison County BuildersAssociation, Inc.
Sec. 2 -The principal office of this Association shall be located in Huntsville, Alabama.

ARTICLE II
(TERRITORIAL JURISDICTION)
Sec. 1-This Association shall operate for the benefit of builders and persons, firms and corporations engaged in allied trades, industries and professions in the County of Madison of the State of Alabama.

ARTICLE III
(OBJECTIVES)
Sec. 1 -The objective of this Association shall be:
(a)To associate builders operating within the above described territorial jurisdiction for the purpose of mutual advantage and cooperation.(
b) To cooperate with all branches of the building industry, including manufacturers, dealers and financial institutions within the jurisdiction of this Association for the purpose of mutual advantage and for the benefit of the industry as a whole.
(c) To maintain a Code of Ethics and encourage highly professional and sound business methods among its members.
(d)To secure cooperative action in advancing the common purpose of its members;uniformity and equity in business usages and laws; and proper consideration of opinion upon questions affecting the building industry within the jurisdiction of the Association.
(e)To function as a local affiliated Association of the National Association of Home Builders of the United States within the above described territorial jurisdiction.
(f)To assist the Officers, Board of Directors, and Membership Committee of the National Association of Home Builders of the United States in qualifying members operating within the above described territorial jurisdiction.
(g) To assist in the accomplishment of the mutual objective of the National Association of Home Builders of the United States.
(h) To participate for the purpose of mutual benefit in an interchange of information and experience with all other local affiliated Associations of the National Association of Home Builders of the United States.

ARTICLE IV
(MEMBERSHIP)
Sec. 1 – Membership in this Association shall be of three classes:
(a) Builder Membership
(b) Associate Membership
(c) Affiliate Membership

Sec. 2 – Qualifications for membership in this Association shall be as follows:
(a) BUILDER MEMBERSHIP. Any person, firm or corporation whose principal business is (in normal times) the building, remodeling, or rebuilding homes, apartments, schools, commercial, industrial or other structures normally related and appurtenant to a community, or who is engaged in land development, and who subscribes to the Code of Ethics of this Association and is of good character and business reputation, shall be eligible to be a Builder Member provided such person, firm or corporation meets with the approval of the Board of Directors.

After complying with and/or satisfying the following conditions, applicant shall become a Builder Member:
(1) having submitted evidence of a builders license granted by the State of Alabama Home Builders Licensure Board or State of Alabama general contractors license (a Builder Member who is engaged in land development only shall be exempt from the license provision).
(2) give written authorization for the Association to obtain a normal credit report including, but not limited to, inquiries to suppliers, banks and subcontractors, and written authorization for the Association to contact homeowners of homes in which the Builder has been involved to determine satisfaction with construction and attention to call back items.
(b) ASSOCIATE MEMBERSHIP. Any person, firm or corporation engaged in any allied trade, industry or profession normally related and appurtenant to a community, and who subscribes to the Code of Ethics of this Association and is of good character and business reputation, shall be eligible to be an Associate Member provided such person, firm or corporation meets with the approval of the Board of Directors and meets the following criteria:
(1) having submitted evidence of appropriate State, County or Municipal business license unless a business license is exempted from law;
(2) give written authorization for the Association to obtain a normal credit report including, but not limited to, inquiries to suppliers, banks and subcontractors.
(c) AFFILIATE MEMBER. Any employee/agent of a Builder or Associate Member firm shall be eligible to become an Affiliate member upon completion of an
Affiliate Member application, payment of annual dues as established by the Board of Directors, and approval by the Board of Directors.
(1) Affiliate memberships are valid for a period of twelve months beginning the month approved by the Board of Directors; however, if the primary member (their
employer) cancels or is canceled due to nonpayment of dues, the affiliate memberships shall also be canceled with no proration or refund of dues.
(2) In the event the primary member reinstates, the affiliate membership(s) would also be reinstated with their original anniversary dates.
(3) An Affiliate Membership can only be maintained as long as the employer/principal maintains a Builder or Associate membership with the Association.
(4) An Affiliate membership shall be deemed the property of the Builder or Associate member from which they derive their original eligibility and shall not be transferable. The Builder or Associate member broker or employer may designate a successor in the event of a vacancy for the balance of the term.

Sec. 3 – Application for Membership in this Association shall be made to the Association and processed in the following manner:
(a) Candidate shall submit his application in writing on a form which may be electronic or web-based supplied by this Association containing an agreement to abide by the By-Laws and observe the Code of Ethics of this Association.
(b) Application shall be endorsed by at least one member in good standing and shall be accompanied by a payment in the amount sufficient to cover a year’s dues in advance. All payments so made shall be returned in full if membership is not approved.

Sec. 4 – Suspension, Termination, Reinstatement and Transfer of Membership in this Association shall be accomplished in the following manner:
(a) Any member whose dues are not paid in full at the time they become due and payable, will be dropped from membership.
(b) The Board of Directors, by a majority vote, may censure, suspend or expel any member for non-conformance with the Code of Ethics of this Association. Any such member shall be given an opportunity to appear before the Board of Directors to answer any complaint or charge, notice of which charge shall be presented to him five (5) days before the date fixed for the meeting before the Board of Directors.
(c) A vote of two-thirds (2/3) of the entire Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the
provisions of this Section.
(d) Upon the death or resignation of a member such membership may be transferred for the balance of the fiscal year to another party designated by the Estate of the Deceased or by the resigning member.

Sec. 5 – Meeting of Members shall be as follows:
(a) Regular meetings of the membership of this Association shall be held at least annually.
(b) Special Meetings of the Membership of this Association may be called at any time by the President or the Board of Directors.
(c) Notice shall be given of the date, hour and place of all meetings in writing or electronically to each member not less than three (3) days or more than fourteen (14) days in advance of such meetings.
(d) Only the member person, firm or corporation and their employees will be allowed to attend membership meetings. Subsidiary organizations, persons, firms or corporations and their employees will not be allowed to attend unless they comply with the provisions as stated below. Spouses/family members will be able to attend the membership meetings.
(e) Members will be allowed to bring as a guest a non-member person, firm or corporation one time each year. The guest will be appropriately identified so as to distinguish him from the members of the Association.

ARTICLE V
(FISCAL YEAR)
Sec. 1 – The fiscal year of this Association shall be the Calendar year.

ARTICLE VI
(INITIATION FEE & DUES)
Sec. 1 – The Dues of this Association shall be payable annually, in advance, no later than seven (7) days prior to the first of the month of the actual dues date.
(a) The Board of Directors may elect to change the amount of annual dues at any time during the year.

Sec. 2 – Dues for membership in the National Association of Home Builders of the United States and the Home Builders Association of Alabama, shall be paid to the said State and National Associations by this Association at the rate fixed and under the terms stated in the By-Laws (or Amendments thereto currently in effect) of this Association.

ARTICLE VII
(BOARD OF DIRECTORS)
Sec. 1 -The Board of Directors shall consist of twenty-eight (28) members, fifteen (15) of which shall be builder members. Each position on the Board of Directors shall be denoted by place numbers 1 – 28; these numbers to be determined by the number of votes cast by the general membership (majority beginning with number 1). Places 1 – 10 shall be elected to a three year term and their successors in these places shall be elected each three years thereafter. Places 11 – 18 shall be elected to a two year term and upon the expiration of this term, their successors shall be elected to a three year term thereafter. Places 19 – 28 shall be elected to a one year term and upon the expiration of that term their successors shall be elected to a three year term each three years thereafter. The Board of Directors shall be the governing body of this Association in such a manner as is customary and according to law and the Constitution and the By-Laws of this Association.

Sec. 2 – In addition to the Duly Elected directors, the President, Vice President, Secretary, Treasurer, National Directors, State Directors, Barrister, Immediate Past President, Associate Council chair, Remodelors Council Chair, Sales & Marketing Council Chair, Foundation President, Governmental Affairs Committee Chair, Membership Committee Chair and , Past Presidents Chair and Finance Chair shall be voting members of the Board of Directors. A representative from the Huntsville Area Association of Realtors will also serve on the Board of Directors on an annual basis in a non-voting capacity.

Sec. 3 – Any person who has served on the Board of Directors for a period of ten (10) consecutive years or 12 years of service in a 15 year consecutive time period effective January 1, 1994 shall automatically become a Local Life Director. Local Life Directors shall have full voting privileges provided the Local Life Director has attended two out of the three preceding Board of Directors meetings. Local Life Directors serving on the Board in an appointed position shall be required to attend three (3) General Membership Meetings and miss no more than four (4) Board of Directors Meetings; violation of this provision shall cause such member to be dropped from the Board of Directors automatically, without any official action by the Board of Directors.

Sec. 4 – Vacancies on the Board occasioned by death, resignation or dismissal as set forth in Section 5 shall be filled by appointment of the President; the person so appointed shall serve the unexpired term of the person dying, resigning, or dismissed.

Sec. 5 -Regular attendance at Board Meetings being necessary to properly conduct the Association’s business, a total of two absences missed during the calendar year will cause such member to be dropped from the Board of Directors automatically, without any official action by the Board of Directors. Absences at regular Board meetings caused by attendance at HBAA or NAHB meetings shall be deemed as excused absences.

Sec. 6 -Meetings of the Board of Directors shall be as follows:
(a) Regular meetings of the Board of Directors shall be held at least 6 times per year on a date and at a time set by the Board of Directors.
(b) One meeting of the Board of Directors shall be held annually for the purpose of recommending to the Association members; nominees for the Association officers for the following calendar year, and such other matters as may properly come before them.
(c) Notice of the date, hour and place of all regular meetings must be given to the Directors not less than three days or more than ten days in advance of such meeting.
(d) Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five of the members. All Directors shall be given notice of a special meeting of the date, hour, and place of the special meeting not less than twenty-four hours or more than ten days in advance of such meeting. Attendance requirements in Article IX, Sec. 5 shall not apply for special meetings of the Board of Directors.

Sec. 7 – Attendance at General Membership Meetings by Board of Directors – Inasmuch as members of the Board of Directors represent the general membership in all decisions of the association and general membership meetings are the primary activity wherein Board members are exposed to the membership at-large, members of the Board of Directors are required to attend at least six (6) general membership meetings during the calendar year with the exception of Local Life Directors. Those persons who are serving as a Local Life Director and also serving in another position on the Board of Directors shall be required to attend a minimum of three (3) general membership meetings annually.
Failure to do so will cause such member to be dropped from the Board of Directors automatically, without any official action by the Board of Directors (effective 1/1/95; amended 1/8/02).

ARTICLE VIII
(OFFICERS)
Sec. 1 – The following officers shall be recommended by the Board of Directors at either the October or November meeting, and be presented to the Association members for their election at the November or December meeting, and shall hold office for the term of one year for the following year:
(a) A PRESIDENT who must be a Builder Member, licensed by the State of Alabama Home Builders Licensure Board or licensed as a General Contractor, shall be the chief officer of this Association and shall preside at its meetings and those of the Board of Directors and Executive Committee. He/she shall appoint all committees, shall be ex-officio member of all committees, and shall perform all other duties to
such office.
(b) A VICE PRESIDENT who must be a Builder Member, licensed by the State of Alabama Home Builders Licensure Board or licensed as a General Contractor, shall, in the absence of the President, perform all of the duties of the President. He/she shall serve on the Executive Committee and serve as the Parade of Homes Chair.
(c) A 2nd VICE PRESIDENT who must be an Associate Member, shall in the absence of the President and Vice President, perform all of the duties of the President until such time as a new President is elected. He/she shall also serve on the Executive Committee. The 2nd VICE PRESIDENT shall become the
hair Elect of the Associates Council and serve as Program Chairman for the Associations General Membership Meetings.
(d) A TREASURER who must be a Builder Member, licensed by the State of Alabama Home Builders Licensure Board or licensed as a General Contractor, shall be responsible to the Association for an accounting of all money collected and disbursed by the Association and shall render monthly statements to the
Board of Directors. He/she shall also make the annual audit statements available for inspection by the membership. He/she also shall serve on the Executive Committee.
(e) A SECRETARY who shall be an Associate Member shall keep a record of all of the official proceedings of this Association and its Board of Directors, including the reports of special committees. He/she shall also serve on the Executive Committee.
(f) NATIONAL DIRECTORS. There shall be one National Director who must be a Builder Member, elected to represent each fifty (50) Builder Members of this Association (or fraction thereof) who will serve on the Board of Directors of the National Association of Home Builders of the United States, in accordance with the By-Laws of that Association, provided, however, the maximum number shall not exceed the number allowed in accordance with the By-laws of that
Association. These National Directors will represent the Huntsville Association at all National Board of Directors meetings and report to the local Board of Directors on such business as was transacted at the National Association’s Board Meeting.
(g) ALTERNATE NATIONAL DIRECTORS. An appropriate number of alternate National Directors, who shall also be Builder Members, will also be elected, the number to be determined by the total number of National Directors elected.
(h) THE BARRISTER shall be a duly licensed attorney, practicing in the City of Huntsville, Madison County, Alabama; he/she shall be elected by the members and shall advise the officers, directors and committees of the Association in legal matters.
(i) THE STATE DIRECTORS. There shall be one State Director, elected to represent each ten (10) Builder Members of this Association (or fraction thereof) who must be either an associate or builder member who will serve on the Board of Directors of the Home Builders Association of Alabama provided, however, the maximum number shall not exceed the number allowed in accordance with the By- Laws of that Association.

Sec. 2 – Succession of office and vacancies.
(a) In the event of the resignation or death of the President, the First Vice President Shall automatically become President, and shall serve as such until the next annual election of Association officers.
(b) In the event of a vacancy in any elected officer other than the office of President, or other than as provided in (c) below, a Nominating Committee composed of President and the two Immediate Past Presidents shall recommend a replacement(s), subject to approval by the Board of Directors. Approval shall be by majority vote of the Board, taken at the next meeting after the vacancy occurs. Person(s) so recommended and approved by the Board shall serve until the next annual election of Association Officers.
(c) In the event of a common disaster or other action causing the simultaneous death or resignation of the President and First Vice President, a Nominating Committee composed of the three Immediate Past Presidents shall recommend replacements subject to approval by the Board of Directors. Persons so recommended and approved by the Board shall serve until the next annual election of Association officers.

Sec. 3 – The following administrative officers may be employed or terminated by the Board of Directors, upon recommendation by the Personnel Committee, at such rate of compensation as they deem fair and necessary within the limitations of the annual budget.

An Executive Officer who shall serve as the chief administrative head of this Association.

Duties – It shall be the duty of the Executive Director to supervise the entire staff and perform such other duties as may be delegated to him/her by the Board of Directors, the Executive Committee or the President, and all other duties as outlined in his/her job description and which are usual to such office. The Executive Officer shall be the official spokesman of the Association; provided, that the Executive Officer is controlled by the policies of the Association approved by the Board of Directors of the Association if there is a policy or policies which has been declared by the Board of Directors. The President shall become Chief Spokesperson of the Association in the event that the Executive Officer is not available.

The Executive Officer shall be empowered to employ an adequate staff to carry on the business of this Association as instructed by the Board of Directors, at such rates of compensation as the Executive Officer may deem fair and proper within the limitations of the annual budget.

ARTICLE IX
(VOTING, PROXIES AND QUORUMS)
Sec. 1 – The Voting Privilege shall be limited as follows:
(a) At Meetings of the Membership only Builder and Associate members in good standing shall have the right to vote. Builder and Associate members holding an active membership shall be entitled to only one vote to be cast by a duly designated representative.
(b) At Meetings of the Board of Directors only members of the Board, including ex-officio members shall have the right to vote.
(c) A Quorum of the directors shall consist of not less than a majority of the Directors of this Association.

Sec. 2 – Vote may be cast by Proxy in the following manner:
(a) Any active member entitled to vote may, by an instrument in writing or via electronic means bearing a date not more than thirty days in advance of the
meeting, designate another active member to vote for him in his place and stead at the meeting of the membership.
(b) Any member of the Board of Directors may, by an instrument in writing or via electronic means bearing a date not more than thirty days in advance of the meeting, designate another Director to vote for him in his place and stead at any meeting of the Board of Directors.

Sec. 3 – A Majority Vote of any measure will be determined as follows.
(a) A vote of the majority of the Active members present at the meeting of the membership shall carry any measure provided the number Active members in attendance at the meeting constitute a quorum.
(b) A vote of a majority of the Directors present at any meeting of the Board of Directors shall carry any measure provided the number of Directors in attendance at the meeting constitute a quorum.
A Quorum present at the following meetings shall be determined as follows:
(a) General Membership: not less than 10% of the voting members, in good standing, of the Association;
(b) Committee meetings: a simple majority of the members of the Committee

ARTICLE X
(ELECTIONS)
Sec. 1- There shall be a Nominating Committee consisting of seven voting members; the two immediate past Presidents; two National Directors and three members, one of which shall be an Associate, nominated by the President and confirmed by the Board of Directors prior to the November election. Additionally, the Executive Director shall serve as a non-voting member. The Nominating Committee shall elect the Committee Chairperson.

Sec. 2 – The procedure for election shall be as follows:
(a) Prior to the election of the Officers and Board of Directors of the Association, the general membership shall be sent a notification requesting
recommendations and/or nominations for the positions available on the Board of Directors.
(b) Prior to presenting nominees for Officers to the Board of Directors, the Nominating Committee shall meet with the prospective nominees to assure that the nominees understand the office for which they are being recommended and that the nominees are willing to serve.
(c) Prior the election, the Nominating Committee shall meet and prepare a Builder member slate and Associate member slate for the Board of Directors’ positions based upon nominations and recommendations received from the general membership. The Committee shall use its best efforts to obtain more Builder and Associate nominees than the number of positions to be elected. The current year Board of Directors will review and approve said slate at the next scheduled Board of Directors meeting.
(d) Immediately upon approval by the current year Board of Directors, the Nominating Committee shall prepare and distribute ballots containing the approved slate to the general membership for election. All ballots must be returned to the Association Office no later than two weeks after the date of distribution in order
to be valid. Ballot distribution and return may be by electronic means.
(e) The Secretary and Second Vice-President positions shall be held by Associate members. The Associates Council will submit a list of nominees for subject positions to the Nominating Committee for review and consideration.
Subject nominations shall be submitted to the Nominating Committee prior to the Nominating Committee’s meeting. The Nominating Committee will then submit the nominees for subject positions to the Board of Directors for approval.
(f) The Nominating Committee will submit one or more nominees to the Board of Directors for the position of Treasurer. The nominees must have served for the preceding year on the Board of Directors and must be committed to serve three years as an Officer of the Association. The Board of Directors will elect the Treasurer of the Association from these nominees.
(g) The positions of State Directors, National Directors and Alternate National Directors will be nominated by the Nominating Committee and submitted to the Board of Directors for approval.

Sec. 3 – At the General Meeting in November additional nominations may be made from the floor. If not, the nominations shall be considered closed.

Sec. 4 – Acceptance of the Report of the Nominating Committee by the membership shall constitute election of the Officers and Directors so nominated.

Sec. 5 – If additional nominations are made from the floor, vote shall be taken by secret ballot and the candidate receiving the most votes for one office shall be considered elected.

Sec. 6 – In the event that more than two candidates are nominated for any office, a majority of the members voting shall be necessary to elect. In the event such majority is not obtained, than a second vote shall be taken upon the two leading candidates.

ARTICLE XI
(COMMITTEES)
Sec. 1 – There shall be the following standing committees with the Chairpersons of each committee appointed by the President with the exception of the Nominating Committee. After committee Chairperson appointments are made by the President, the same shall be confirmed by a vote of the Board of Directors:
(a) The Executive Committee shall consist of the President as chair, 1st and 2nd Vice President, Secretary, Treasurer, the Immediate Past President, Foundation President, Barrister, Associates Council Chair, Remodelers Council Chair, Sales & Marketing Chair, Membership Committee Chair, Past Presidents Committee Chair, Governmental Affairs Chair and such other members/committee chairs as deemed necessary by the President. The Executive Committee shall act on the behalf of the Board of Directors in such matters that occur between Board of Directors meetings. Executive Committee meeting minutes shall be provided to the Board of Directors at their next meeting. For the purpose of quorum and voting, a simple majority rules.
(b) The Membership Committee shall be responsible for building membership and recommending action to the Board of Directors.
(C) The Finance Committee shall be charged with preparation and presentation of an annual budget for approval by the Board of Directors. Additionally, the Finance Committee may serve in an advisory capacity to the Board of Directors for any financial matters as required. The Treasurer shall be a member of this committee.
(d) The Personnel Committee shall be comprised of four builder members, two associate members, and one attorney member. The chairman, attorney and two members shall be appointed for two year terms; the remaining members shall be appointed for a one year term. The President shall also be responsible for appointing replacements which may be needed as a result of appointee not being able to fulfill term.
(e) The Nominating Committee.

ARTICLE XII
(FINANCES)
Sec. 1 – Dues and other money collected by this Association shall be placed in a depository selected by the Board of Directors and payments from the funds of this Association shall be made on the signature of any two persons authorized by the Board of Directors.
Sec. 2 The Board of Directors shall adopt a budget for each calendar year and this Association shall function within the totals of such budget. Any expenditure in excess of such budget must be authorized by the Board of Directors.
Sec. 3 – The Treasurer and other officers and members of the staff handling the funds of this Association shall furnish a bond at the expense of the Association in such amount as the Board of Directors shall determine, if the Board of Directors so determines.
Sec. 4 – There shall be an annual audit or review of the finances of this Association by an Independent Certified Public Accountant, and this, together with a report from the Treasurer shall be submitted to the Board of Directors if the Board of Directors so determines.

ARTICLE XIII
Sec. 1 – These By-Laws may be amended at any meeting by a two-thirds vote of the members of the Board of Directors present at any meeting provided the substance of the proposed amendments shall have been submitted to the Directors at least fifteen (15) days in advance of their adoption.

ARTICLE XIV
Sec. 1 – In the absence of authority in the Constitution or By-Laws, Roberts Rules of Order shall govern the conduct of all meetings of the membership and directors.