443-834-6952
Articles & By-Laws revised 6-8-2011
ARTICLE I - NAME AND LOCATION
1. The name of the organization shall be Greater Baltimore Area NARI, hereinafter referred to as the Chapter.
2. The principal office of the Chapter shall be located in the City of
Baltimore, State of Maryland.
3. The Chapter shall be incorporated as a not-for-profit corporation in the State of Maryland and shall at all times be in compliance with the laws of said state.
4. Charter issued by the National Chapter of the Remodeling Industry (NARI) shall determine the geographical area covered by the Chapter.
ARTICLE I1 - DEFINITION AND PURPOSE
1. The Chapter shall serve members of the remodeling
Industry, hereinafter referred to as the industry, and is defined to include those
contractors, manufacturers, lenders, wholesale distributors, retailers, utilities, and other
firms and individuals having an interest in the industry in the Greater Baltimore Region
2. The purposes of the Chapter shall be:
a. To promote the common business interests of those engaged in the industry.
b. To encourage ethical conduct, good business practices and professionalism in the industry.
c. To foster, by all legal means, the common purpose of its members. Keep this
d. To sponsor educational programs and activities for the benefit and enlightenment of its members.
e. To conduct programs to inform the public of the need for, and the advantages of retaining reliable and qualified contractors and thereby improve the reputation of the members in this industry through public perception and action.
f. To promote such legislation and regulations, which can help stimulate remodeling and to promote corrective action for those laws, rules, or regulations which tend to stifle or impede the industry.
g. For the purposes of this chapter, the Greater Baltimore area is defined as: Baltimore City, Baltimore County, Maryland Eastern Shore, Anne Arundel, Howard, Carroll County and Harford County
h. To conduct or engage in all lawful activities in furtherance of the stated purposes or those incidental to them.
ARTICLE 111 - MEMBERSHIP
1. Categories of membership in the Chapter:
a. Contractors - both general and specialty
b. Associate - suppliers, vendors, and others with an interest in the industry
c. Honorary --those persons or firms elected by the Board of Directors to honorary membership in the Chapter.
d. Students -- Students enrolled full time in construction/remodeling course
2. Eligibility: Applicants for membership shall have been actively involved in the
remodeling industry and shall have been acting incompliance with the NARI Code of Ethics, and who shall agree to abide by the Chapter bylaws.
3. Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote of the members. Honorary members have no vote. For the purposes of these bylaws, a member is defined as the COMPANY who holds membership.
4. Termination of Membership: Membership in the Chapter shall cease when a person or firm leaves the industry or fails to pay the required dues. Termination for any other cause shall occur only by action of the Board of Directors, when the NARI Grievance Procedure has been followed.
5. Resignation: Any member may resign by filing written notice to the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges owing and unpaid. Nor shall it entitle the member to a refund of any dues previously paid.
6. Reinstatement: A member may be reinstated upon proof of eligibility and the payment of any dues, assessments, reinstatement fees, or other obligation to the Chapter
7.
Renewal- Beyond initial membership dues and fees, annual dues are payable on the 1st of the month marking the anniversary of the membership, in an amount determined by the Board of Directors.
Renewal- Beyond initial membership dues and fees, annual dues are payable on the 1st of the month marking the anniversary of the membership, in an amount determined by the Board of Directors.8.A member or committee cannot represent or make commitments on behalf of the Chapter without approval of the Board of Directors. Such prior approval must be recorded in meeting minutes.
A member or committee cannot represent or make commitments on behalf of the Chapter without approval of the Board of Directors. Such prior approval must be recorded in meeting minutes.ARTICLE IV - MEETINGS OF MEMBERS & ELECTIONS
1. Scheduling of meetings, all of which are open to the general membership, with the exception of special meetings called specifically for the board of directors, will be the responsibility of the Board of Directors. The location and time of each meeting shall be announced at the prior meeting and through mail and/or electronic communications as established by the Chapter.
2.Nominations for officers and directors will be announced and accepted in May. Officer’s candidates should have served on the board in the capacity of officer or directors for at least one year. Directors and Committee Chairperson nominees must be members in good standing and should have demonstrated service within the chapter or have previously served on a Chapter committee unless appointed by the board.
Nominations for officers and directors will be announced and accepted in May. Officer’s candidates should have served on the board in the capacity of officer or directors for at least one year. Directors and Committee Chairperson nominees must be members in good standing and should have demonstrated service within the chapter or have previously served on a Chapter committee unless appointed by the board.3. Ballots will be prepared, distributed to membership and are due back by June 15th, at which time the results of the election will be announced. Newly elected officers will be installed and take office July 1 and serve a one-year term. The majority of members voting will determine the outcome of any election.
Ballots will be prepared, distributed to membership and are due back by June 15th, at which time the results of the election will be announced. Newly elected officers will be installed and take office July 1 and serve a one-year term. The majority of members voting will determine the outcome of any election.4..Special Meetings: Special Meetings may be called by any member of the Board of Directors, or by written petition of not less than one tenth (1/10th) of the members. Notice of any special meeting shall state the reason for the meeting and no otherbusiness shall be transacted at such meeting.
ARTICLE V - BOARD OF DIRECTORS
1. The Board of Directors is the governing unit of the Chapter. They will be responsible for the management and control of the chapter and all of its properties. The members of the Board of Directors will make whatever purchases and payments it deems necessary and proper to the conduct of the Chapter and will exercise general supervision over the interests and affairs of the Chapter.
2. The number of directors shall be 4 and consist of the President, Vice President, Secretary, Treasurer (or Secretary-Treasurer) and such other officers as the Board may prescribe and directors. Each director shall take office on the first day of the Chapter’s fiscal year (July 1) and shall hold office until the last day of that fiscal year (June 30) and until his successorshall have been elected and qualified. No person may serve more than five (5) consecutive terms on the Board.
3. Meetings: The Board shall meet at such times and places as it may designate, provided
that it shall meet not less than once each fiscal year. The Secretary in the manner
prescribed by the Board shall give notice of such meetings.
4; Special Meetings: Special meetings of the Board may be called by the any officer or at
the request of any two directors. Notice of special meetings shall be given at least two
days previous to the meeting, by mail, facsimile or electronic communication and shall
state the day, hour and place of the meeting. The notice shall further state the purpose
of such special meeting and no other business shall be discussed. The attendance by
any director at any special meeting shall constitute a waiver of notice of such meeting.
5. Quorum: Any action taken by the Board of Directors requires a quorum of 60% of the directors being present to act on any issue that requires a vote.
6. Manner of Acting: The act of a majority of the Board present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act of a greater
number is required by statute or these bylaws. The Board of Directors will be the final authority in the interpretation of these bylaws.
7. Vacancies: The Board of Directors will be empowered to appoint a new director or fill a vacancy in any board position by a majority vote of the remaining board members. The newly appointed board member will serve until the end of the current term.
8. Compensation: Directors shall not receive any compensation for their service as a board member, but the Board may authorize reimbursement for reasonable and necessary expenses incurred by directors in fulfilling their responsibilities
ARTICLE VI - OFFICERS
1. Elective Officers: The elective officers of the Chapter shall be a President, Vice
President, Secretary, Treasurer (or Secretary-Treasurer, andsuch other officers as may be elected in accordance with the provisions of this article.
The Board may, from time to time, elect or appoint such other officers as it shall deem
desirable or necessary to carry out the work of the Chapter. Such officers shall have
the authority and perform the duties assigned to them by the Board. With the exception
of Secretary and Treasurer, the same person may hold no two offices at the same time.
2. Removal: All officers and directors are expected to attend all board meetings and chapter events. Any officer or director who fails to attend three (3) regular or special
meetings and/or 5 membership events & meetings of the Board, may be removed from the Board by the affirmative votes of two thirds(213) of the directors at any meeting where a quorum is present.
3.. President: The President shall preside at all meetings of the Board and the members and otherwise conduct the business affairs of the Chapter. The President may only enter into contracts and agreements that have been expressly approved and authorized by the Board of Directors, and that have been approved as part of the approved budget. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board from time to time.
4. Vice President: In the absence of the President, or in the case of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the authority of and be subject to the restrictions upon the President. The Vice President shall be the liaison between the Membership Committee and the Board and shall oversee all membership recruitment and retention efforts of the Chapter. The Vice President shall perform such other duties as may be assigned to him from time to time.
5. Treasurer: The Treasurer shall be responsible for the handling of the Chapter funds, keeping full and complete records of all receipts and disbursements; preparing and filing annual financial reports and taxes, or at any other time, when required by the Board of Directors, will be responsible for the payments of all accounts approved by the Board and shall otherwise transact any and all other duties pertaining to this office. The Treasurer shall prepare or oversee preparation of an annual budget for approval by the Board at its first meeting of each fiscal year The Board may direct an audit/review to be conducted by a Finance Committee or by such person or persons designated by the Board.
6. Secretary: The Secretary shall keep the minutes of the all meetings of the Board of Directors in one or more books or electronic data storage provided for that purpose. He shall see that all notices are given in accordance with the provisions of these bylaws, or as required by law. He shall be responsible of the filing of reports of the corporation as may be required by law. He shall keep, or oversee the keeping of, a list of the name and post office address of each member; and shall, in general, perform all duties incident to the office of Secretary. In general, he shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board from time to time In the absence of the President and the Vice President, the Secretary will be the presiding officer.
7. Appointed Officer - Executive Director: The Board may employ a contract employee,
who shall have the title of Executive Director, who shall be the chief administrative
officer of the Chapter and who shall report to the Board. The Executive Director shall perform all such duties as may be prescribed by the Board in an Executive Director Job Description, and shall have the authority, subject to budget limitations, to carry out the work of the Chapter.
ARTICLE VIII - Execution of Instruments of Finance & Financial Records
1.THE BOARD SHALL DESIGNATE WHO CAN SIGN CHECKS OR MAKE WITHDRAWLS
2. ANY MONETARY EXPENSE MUST BE APPROVED BY THE BOARD
3. THE FISCAL YEAR WILL BE JULY 1 TO JUNE 30TH
4. THE BOOKS OF THE CHAPTER MAY BE AUDITED BY EITHER A FINANCE COMMITTEE OR SUCH OTHER PERSON(S) DESIGNATED BY THE BOARD.
5. LENDING OR BORROWING MONEY OR ANY CONTRIBUTIONS MUST BE APPROVED BY A MAJORITY VOTE OF THE BOARD.
ARTICLE X : DUES
2. Dues: The Board of Directors shall determine from time to time, the amount of such
initiation fee and annual dues payable to the Chapter by members of each category.
Such dues shall include any amount due and payable to NARI. Dues shall be payable in
advance for a period of twelve months following election to membership, and shall be
payable in advance every anniversary month thereafter as long as membership is
maintained. Dues are not refundable in whole or in part.
ARTICLE XI - PARLIAMENTARY AUTHORITY
1. All meetings of the Chapter members, the Board and committees shall be conductedin accordance with the most current edition of The Standard Code of ParliamentaryProcedure, by Sturgis.
ARTICLE XII- INDEMNIFICATION
1. The Chapter shall indemnify, to the fullest extent provided by law, any Officer,
Director, Employee, Agent, or Volunteer, who was or is made party to any action suit,
or proceeding, whether civil, criminal, administrative, or investigative, by reason of the
fact that he, or a person of which he is the legal representation, is or was, a Director,
Officer, Employee, Agent or Volunteer of the Chapter, or is or was serving at the
request of the Chapter in any official or informal capacity.
2. Insurance: The Chapter, at its expense, may maintain insurance to protect itself andany such Officer, Director, Employee, Agent, or Volunteer against any liability or loss in connection with their service to the Chapter.
ARTICLE XI11 - DISSOLUTION
1. Upon dissolution of the Chapter, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, philanthropic or trade organization to be selected by the Board. No part of said funds shall inure to or be distributed to the members, officers or Directors of the Chapter.
ARTICLE VIV – AMENDMENTS
1.A copy of the bylaws will be available at the request of ay member.
2. By laws can be revised as deemed necessary by the Board of Directors.
A-2 Model Grievance Procedure for Chapters
Background
In February 2005, the Executive Committee adopted a new grievance procedure that simplified the complaint process and removed the Board of Directors from serving as an appellate body. It was recommended that a similar model be developed for use by NARI Chapters. Please be advised that this model is identical to NARI National's grievance procedure and has merely been customized for voluntary use by NARI Chapters.
PROPOSED MODEL GRIEVANCE PROCEDURE FOR VOLUNTARY ADOPTION BYNARI CHAPTERS
A. Overview- The Core Purpose of the NARI Greater Baltimore Chapter, as a chapter of the National Chapter of the Remodeling Industry (NARI), is to advance and promote the remodeling industry's professionalism, product and vital public purpose. As a Core Value NARI Greater Baltimore Chapter is committed to being professional: ethical, honest and committed to high standards. NARI Greater Baltimore Chapter is governed by its Bylaws which represent an agreement between the organization and its members. In addition, NARI Greater Baltimore Chapter has a Code of Ethics and Standards of Practice to which its members voluntarily subscribe. This grievance procedure was established to assist NARI Greater Baltimore Chapter and its members uphold the integrity of its Bylaws, Code of Ethics and Standards of Practice.
B. Purview- All members of NARI Greater Baltimore Chapter will be subject to this grievanceprocedure.
C. Approved Steps in the Process
1. Preparation/Submission of Complaint. The complaint must:
a) be clearly, concisely documented and typed
b) specify the provisions of the Bylaws, Code of Ethics, Standards of Practice, and/or
unlawful practice alleged to be breached;
c) include all pertinent details (date, time, place, individuals involved with complete
contact information, supporting documentation);
d) disclose the relationship of the complainant to the member;
e) be signed by the complainant;
f) improper or incomplete submissions may be returned and/or delayed;
g) The complaint should be forwarded to:
President
Attention: Complaint
NARI Greater Baltimore Chapter (
6400 Baltimore National Pike Box 311.
Baltimore, MD 21228
2. Response to Complaint- In order to ensure due process, a copy of the complaint will
be forwarded to the member. The member will be encouraged to contact the complainant
and to resolve the complaint to the satisfaction of all parties. Regardless of the outcome,
the member will be required to respond to the complaint in writing within thirty (30) days
of the date the complaint was sent to NARI Greater Baltimore Chapter. The response must
clearly address the allegations in detail and provide appropriate supporting
documentation when necessary. The response must be submitted to NARI Greater Baltimore Chapter and addressed as outlined in Step 1. In the event that the matter is not
resolved to the satisfaction of all parties, the complaint and the response will be
forwarded to the Grievance Committee for further review and disposition. In the event that the matter is resolved by both parties, both parties will receive a letter of acknowledgement by NARI Greater Baltimore Chapter and a record of the complaint will be archived.
3. Grievance Committee Review- The Grievance Committee will review
the complaint and response. The committee may recommend a course of action for the
parties involved, may dismiss the case, or may request the complainant to seek further
action by additional outside third-party (e.g., state licensing registration body, Consumer
Affairs Bureau, Better Business Bureau, civil court, etc.). The final recommendation of
the Grievance Committee will be conveyed to the complainant and to the
respondent in writing.
4. Further Action Sought By Grievance Committee In the event that the
Grievance Committee seeks further action by appropriate outside third-party, the
complaint will remain open for farther consideration until such time that the third-party
takes action or makes a recommendation and is conveyed by reliable means. However,
not withstanding the foregoing, the Grievance Committee may at any time
determine that action by the Board of Directors of NARI Greater Baltimore Chapter is warranted, including but not limited to suspension or revocation of membership. The complainant and respondent will be notified in writing of the decision.
5. Right of Appeal- The decision made by the Grievance Committee may be
appealed by either party to a panel consisting of a minimum of three (3) Officers of
NARI Greater Baltimore Chapter. Notice of appeal must be received by NARI Greater Baltimore Chapter within ten (10) days of the date the (NAME OF COMMITTEE) decision was sent to the party. The panel of Officers shall schedule its own proceedings and timetable for appeal and its decision shall be final.
6. Final Action- At its next regularly scheduled meeting (following the right to appeal
should that be exercised), the Board of Directors of NARI Greater Baltimore Chapter shall vote on the final decision, and its action will be communicated in writing to all parties
including NARI National.
D. Scope of Grievance Procedure- The Grievance Procedure is intended to apply to complaints brought against members by parties other than NARI Greater Baltimore Chapter. Nothing herein shall limit the separate powers of the Board of Directors to take disciplinary action against members for cause.
Member Name
