The name of this corporation shall be Southern California Chapter of the Door and Hardware Institute.(the Corporation)
PURPOSE AND MISSION
The purpose of the Corporation is to serve as an informational, educational and professional development resource for the architectural openings industry, thereby providing members and others in the industry with the skills necessary to compete successfully in the marketplace.
The Corporation shall be a corporation, nonprofit, organized under the laws of the State of California for the purposes set forth under the Articles of Incorporation of the Corporation, having members involved in the architectural openings industry who have met the membership qualifications and requirements as set forth herein. The Corporation shall operate as nonprofit 501(c)(6) organization under IRS regulations.
Section 1. Qualifications for Membership. Applicants shall be individuals engaged in the manufacture or furnishing of products or services to the architectural openings industry, or individual employees or principals of a firm or agency engaged in the manufacture or furnishing of products or services to the architectural openings industry. No entity other than individuals may become members of the Corporation. All applications for membership shall be submitted with the appropriate fee and documentation to the Corporate Secretary of the Southern California Corporation of the Door and Hardware Institute (“DHI”) and shall be processed in accordance with procedures established by DHI from time to time. Dues for Corporation members shall be established by the Directors of the Corporation (the “Board”).
Section 2. Rights and Privileges of Members. All members shall have such rights and privileges of membership in the Corporation as may be granted by the Board. The Board shall set such rights from time to time.
Section 3. Voting. All business of the Corporation requiring approval of the members shall be voted upon in person, by the members entitled to vote, and a majority vote of the members at a meeting where a quorum is present shall be necessary for approval of such business. The voting procedure established herein for members shall be applicable at the annual meeting, regular meetings and special meetings and at any other meetings or referenda at which formal action affecting the Corporation shall be taken.
Section 4. Annual Meeting. An annual meeting of the membership may be held at such time and place as the Board may prescribe. Notice of any annual meeting shall be given by email to all members in good standing prior to the meeting in accordance with the laws of the State. Each eligible voting member of the Corporation, not in default on payment of dues, shall be entitled to attend any annual meeting of the Corporation and to cast one vote, in person, on any issue presented at such meeting.
Section 5. Regular Meetings. Regular meetings of the membership may be held periodically at such time and place as the Board may prescribe. Notice of the regular meetings shall be given by mail or email to all members in good standing prior to the meeting. The notice requirements of this Paragraph may be satisfied by providing each member with a schedule of such regular meetings by email on a periodic basis determined by the Board. Each eligible voting member of the Corporation, not in default on payment of dues, shall be entitled to attend any regular meeting of the Corporation and to cast one vote, in person, on any issue presented at such meeting.
Section 6. Special Meetings. Special meetings of the membership shall be called by the President of the Corporation at the written request of at least 5 percent (5%) [5% is minimum required] of the members who are in good standing, or when the President is so directed by the Board. Notice of such special meeting, stating the purpose or purposes thereof, shall be delivered by email to all members in good standing prior to the meeting in accordance with the laws of the State. Each eligible voting member of the Corporation, not in default on payment of dues, shall be entitled to attend any special meeting of the Corporation and to cast one vote, in person, on any issue presented at such meeting.
Section 7. Quorum. 10 percent (10%) [10% is minimum required] of the voting membership in good standing present, in person, shall constitute a quorum at any annual, regular or special meeting of the membership of the Corporation. Any issue presented at such meeting shall be decided by a majority vote.
Section 8. Withdrawal from Membership. Any member ceasing to manufacture or to furnish products or services to the architectural opening industry shall cease to be eligible for membership in the Corporation and shall be required to withdraw from the Corporation. Any member may withdraw from the Corporation by giving notice in writing to the Secretary of the Corporation. Such withdrawal shall not relieve the member of liability for any dues or other obligations to the Corporation that are then in arrears. All rights, privileges and interests of a member in or to the Corporation shall cease upon withdrawal from membership. Dues shall not be refunded to members in the event of withdrawal.
Section 9. Terminations or Suspension of Member. Any member may be terminated or suspended for cause by the Corporation. Such cause shall include, but not be limited to, repeated or willful violations of the Amended Bylaws of the Corporation, including failure to pay dues. Upon termination or suspension of any member from the Corporation, the Corporation shall promptly give written notice to the member setting forth the date on which his or her membership shall terminate or be suspended and the reasons therefore, and such member shall be given a reasonable opportunity to request reinstatement and be heard by the Board. In the event of any termination or suspension of membership, the Corporation shall promptly notify each member of the Corporation as to the action taken.
BOARD OF DIRECTORS
Section 1. General Powers. The affairs of the Corporation are to be governed by its Board of Directors (individually, the “Directors”). The Board shall generally control and manage the affairs of the Corporation with all necessary authority to conduct the business thereof.
Section 2. Election of Board of Directors. The Board shall be comprised of a minimum of 7 and a maximum of 13 Directors. Directors shall be elected by a majority vote of those members present, in person, at the annual meeting of the Corporation members. The Corporation nominating committee will present nominations for Directors to be voted on by the voting membership at the annual membership meeting. Other nominations may be made from the floor by a Corporation member in good standing at the meeting with the consent of the nominee who must also be present and a chapter member in good standing.
Section 3. Term. Each Director shall serve for a term of 2 years or until his or her successor is elected or appointed.
Section 4. Meetings. Meetings of the Board may be held at any time upon the call of the President of the Corporation or upon written request to the President by at least two members of the Board, provided, however, that advance written notice of such meeting shall be given to each Board member, as required by the laws of the State. Notices of meetings may be waived by Board members. The President shall preside at all meetings of the Board, or in the President’s absence, the Vice President shall preside. There shall be at least one meeting of the Board each year.
Section 5. Quorum; Voting. A majority of the number of Directors elected or appointed and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. Less than a quorum may adjourn any meeting.
Section 6. Expiration of Term; Resignation; Removal. Each Director shall hold office until his or her death, resignation, disqualification or removal, or until his or her successor is elected and qualified at the expiration of his of her Term. Any Director may be removed, with or without cause, by 2/3 vote of the Board.
Section 7. Vacancies. Vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by the Board, for the duration of the unexpired term.
Section 8. Actions in Lieu of Meetings. Any action which may be taken at a meeting of the Directors may be taken without such meeting by consent in writing signed by all of the Directors of the Corporation to the extent permitted by the laws of the State.
Section 1. Officer Elections. The Officers of the Corporation shall be elected by the Board of Directors from the current Board of Director Members, who are in good standing. Elections of the Officers shall take place by a majority vote of those board members present in person at the annual board meeting. Officers shall consist of a President, a Vice President, a Secretary and a Treasurer, to serve for a 2 year term. They shall take office immediately at the close of the annual board meeting. The qualifications to hold offices in the Corporation shall be established from time to time by the Board.
Section 2. President. The President shall preside at all meetings of the Corporation and the Board. The President shall perform all duties incident to the office and recommend such action to the Board as may be appropriate to improve the Corporation and benefit its members. The President shall report to the Board and the membership as appropriate.
The President will also appoint, from the membership, the following standing committees
and chair person(s): Education, Golf and Nominating.
The President shall also keep the historical records of the chapter and pass them on in a
timely and efficient manner. The President shall be an ex-officio member of each standing committee and may appoint as many committee members as deemed necessary. The President shall also maintain the Corporation bylaws, articles of incorporation, standing rules and other official documents.
Section 3. Vice President. The Vice President shall act as President in the event of the absence or disability of the President or vacancy in the office of President. The Vice President shall perform such other duties as are necessarily incident to his offices or as may be prescribed by the Board. The Vice President shall also be responsible for making
arrangements for chapter meetings and programs. The Vice President shall also publish and email the notices of Corporation, Board of Officer and committee meetings.
Section 4. Secretary. The Secretary shall be responsible for maintaining the official books and records of the Corporation. The secretary shall record the minutes of all board and general meeting and send the minutes to the Board Members for review within 15 days of any meeting. The Secretary shall maintain a roster of names, addresses, and telephone, fax numbers and email addresses of all members. The secretary shall also notify DHI of deaths of members and insure that a memorial notice is sent for inclusion in The Plan Room
Section 5. Treasurer. The Treasurer shall have general supervision of the financial affairs of the Corporation, including keeping necessary books of account and records for all transactions for the Corporation. The Treasurer shall furnish summarized financial reports to the Board and the members, as directed by the Board, and shall be responsible for the collection of Chapter dues. The treasurer is responsible for furnishing a brief financial overview to the corporation at each meeting. Disbursement of funds shall not be made without approval of the Corporation President or Board.
Section 6. Other Officers. The President shall have the power to appoint such other subordinate officers, as he or she deems necessary and appropriate, such as an Executive Vice President, Assistant Treasurer, Assistant Secretary and the like.
Section 7. Compensation. Officers of the Corporation shall serve without salary, but shall be reimbursed for necessary expenses incurred in the furtherance of the affairs of the Corporation, in amounts within the budget approved by the Board and in accordance with procedures adopted by the Board. The Corporation shall pay for the National DHI and Chapter membership dues of the (4)officers for the year(s) in which they hold their term of office.
Section 1. There shall be such standing and special committees of the Board and the Corporation as the Board or the President may authorize and the President may appoint. The President shall determine the composition, responsibilities and authority of each such committee.
Section 1. The fiscal year shall begin on January 1 and end on December 31 each year.
Section 1. These Bylaws may be amended by a vote of two thirds (2/3) of the members in attendance at a meeting of the Board where a quorum is present. Whenever an amendment to these Bylaws is proposed, a statement of the purpose of such amendment shall be included in the notice of meeting or in the waiver of notice of meeting sent to each member of the Board.
Adopted: March 24, 2015