Greater Cedar Rapids Area

Greater Cedar Rapids Area
Home Builders Association
BYLAWS

Amended and Approved January 9, 2008

Article I
(Name, Location and Affiliation)

Section 1: The name of the association shall be the Greater Cedar Rapids Area Home Builders Association.

Section 2: The principle office of this association shall be located at 1450 Boyson Road, Building C - Suite 5, Hiawatha, Iowa 52233, or such other place as the Board of Directors may from time to time designate.

Section 3: This association is and shall be an affiliated association with the National Association of Home Builders of the United States and the Home Builders Association of Iowa and shall abide by their respective bylaws as amended from time to time.

Article II
(Objectives and Purposes- Mission Statement)

Section I: The objectives of this association shall be:
A. To associate the home builders within the area of territorial jurisdiction for purposes of mutual advantage and cooperation.

B. To develop and maintain within the home building industry a high appreciation of the objectives and responsibilities of home builders in fully serving the public.

C. To advocate and encourage the constant improvement of home building techniques and practices.

D. To promote and protect home ownership among all the people.

E. To cooperate with other trade associations in all matters relating to the advancement of the home building industry.

F. To advocate, adopt and enforce a code of ethics for members of this association.

G. To collaborate with distributors and manufacturers of building materials and equipment to the end that maximum quality of minimum cost to the consumer may be achieved.

H. To comply with all laws; federal, state and local.

I. To issue such publications as may be necessary to disseminate information of value to its members, the public and government.

Article III
(Code of Ethics for Active Members)

The active members of the association subscribe to, and are bound by, the following Code of Ethics:
As members of the Greater Cedar Rapids Area Home Builders Association we 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.
We shall constantly seek to provide better values, so that an ever greater share of our people may enjoy the benefits and enjoyment of home ownership.
To achieve these goals, we pledge allegiance to the following principles and policies:
Our paramount responsibility is to our customer, our community and our country.
Honesty is our guiding business policy.
Members shall comply with rules and regulations prescribed by law and government agencies.
Members agree not to obtain any business by means of fraudulent statements or by use of implications unwarranted by fact or reasonable probability.
As members of the Association, we agree to carry a proper amount of liability and property insurance and if we have employees to carry Workers Compensation insurance as required by the laws of the State of Iowa and locally.
High standards of health, safety and sanitation shall be built into every home.
Members shall deal fairly with their respective employees, subcontractors, suppliers and customers.
As members of a progressive industry, we encourage research to develop new materials, new building techniques, new building equipment and improved methods of home financing, to the end so 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 endorse the free enterprise system and the “American Way of Life.” We pledge our support to our associate members, our local, state and national associations 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 Greater Cedar Rapids Area Home Builders Association, Home Builders Association of Iowa, and the National Association of Home Builders of the United States.

Article IV
(Amendments)

Section 1: The objectives, purposes and Code of Ethics may be amended by a vote of two-thirds (2/3) of the Board of Directors present at any meeting, provided the number of Board members in attendance at such meeting constitutes a quorum.

Article V
(Membership)

Section 1 - Classes of Members:
Membership in this association shall be three classes:

A. Builder Membership, which shall be open to any person, firm or corporation that is, or has been, in the business as an owner, operator, manager, officer, superintendent or like experience as accepted by the Board of Directors of building or rebuilding homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community, for a period of one year; and who performs this construction, or resides within the territorial jurisdiction of this association; is of good character and business reputation; agrees to abide by the provisions of the bylaws of this association; subscribes to the objectives of this association, has registered with the State of Iowa and has an Iowa Contractor’s number and meets with the recommendation of the membership committee and approval of the Board of Directors.

B. Associate Membership, which shall be open to any person, firm or corporation engaged in any allied trade, industry or profession within the territorial jurisdiction of this association; who is of good character and business reputation; agrees to abide by the provision of this association, and meets with the recommendation of the membership committee and approval of the Board of Directors.

C. Probationary Builder Membership, which would be open to any builder/remodeler who meets the builder membership criteria but has not been in the business of building or rebuilding homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community, for a period of one year. This member may join the association and attend all regularly scheduled meetings and events but will be on a builder probationary period for one year which is designated as one year from date of acceptance. This probationary builder membership is eligible to enter the Parade of Homes or Remodelor’s Showcase after the one year probationary period has ended, provided the Parade of Homes or Remodelor’s Showcase application deadline has not expired. This membership must meet the recommendation of the membership committee and approval of the Board of Directors.
D. Beginning Date of Business for Builder membership shall be defined as the date builder received his/her Iowa contractor’s registration number from the State of Iowa.

Section 2 - Acceptance of Members:

A. Applicants for membership shall apply in a form satisfactory to the Board of Directors, and meets such other requirements as the Board may from time to time prescribe.

B. Applicants approved and accepted by this association, upon payment of dues, shall be members of the National Association of Home Builders of the United States and the Home Builders Association of Iowa and while in good standing shall be entitled to the full benefits, services and privileges of the respective associations.

C. Applicants approved and accepted by this association shall have a probation period of one (1) year.

Section 3 - Suspension and Revocation of Membership:

A. The Board of Directors by a two-thirds (2/3) vote may censure the member or suspend or revoke the membership of any member(s) for failure to meet his financial obligations to the association or for conduct detrimental to this association. The member shall be given at least thirty (30) days notice in advance of the meeting of the Board at which the vote is to be taken, and shall be afforded opportunity to be heard.

B. A vote of two-thirds (2/3) of the Board shall be required to reinstate any membership suspended or revoked under this Section. Reinstatement shall be subject to such terms and conditions as the Board may impose.

C. The membership of any member shall be automatically suspended for failure to pay any bill due the HBA over (90) days delinquent. Once a bill is over (90) days delinquent, the EO shall call the member and give them (7) days to make the account current or have their membership revoked.

Article VI
(Meetings of the Membership)

A. An annual meeting of the membership of the association shall be held on the third Wednesday in November each year, or at such time as the Board may designate for the express purpose of installing the officers of the association and taking up such other matters as may properly come before the general membership.

B. Regular meetings of the membership of this association shall be held on the third Wednesday of each month, or at such other time as the Board of Directors may designate.

C. Special meetings of the membership of this association may be called by the President or by a majority of the members of the Board of Directors.

D. Notice shall be given of the date, hour and place of all meetings to each member at least twenty-four (24) hours in advance.

Article VII
(Initiation Fee and Dues)

Section 1 - Initiation Fee: The initiation fee of this association for the following year shall be determined by the Board of Directors and shall be payable at the time application for membership is made; such fee to be returned if the membership is not approved.
Section 2 - Membership Dues:
A. The dues of this association shall be payable annually in the amounts as established by the Board of Directors each year.
B. These dues shall include those required for membership in the National Association of Home Builders of the United States and the Home Builders Association of Iowa, which this association shall collect and remit in accordance with the requirements of the National and State Associations, as provided from time to time.

Article VIII
(Fiscal Year)

The fiscal year of this association shall be the calendar year, except that officers, directors and committee members shall serve for one year, or until a successor is duly elected.

Article IX
(Board of Directors)

Section 1 - Administration: The Board of Directors shall be the governing body of the association.
Section 2 - Executive Officers: The Executive Committee shall consist of the following Executive Officers: President, First Vice-President, Second Vice President, Secretary, and Treasurer, Chairman of HBA Remodelers, Immediate Past President and Executive Officer.
Section 3 - Board of Directors: The Board of Directors shall consist of the Executive Committee and a minimum of 14 and maximum of 18 additional Directors appointed by the President with the approval of the Board of Directors. In addition, the Executive Officer is an Ex-Officio member of the Board of Directors.
Section 4 - Chairman: The President shall be the Chairman of the Board of Directors.
Section 5 - Terms of Office: The 2006 Board of Directors and the appointed new Board members shall hold office for a four year term, or until a successor is duly appointed.
Section 6 - Vacancies: Vacancies on the Board because of disability, death, or resignation shall be filled by appointment of the President, subject to the concurrence of a majority of the Directors. Persons so appointed will serve until the next Annual Meeting of the membership.
Section 7: The Board of Directors shall sometime during the fiscal year review the bylaws and operating policies of this association.
Section 8: The Board of Directors shall annually approve depositary banks to be used for association funds.
Section 9: The Executive Committee and/or Board of Directors shall annually review the compensation paid to the Executive Officer concurrent with the renewal of contract.
Section 10 - Selection of the term of State and National Directors: The Board of Directors shall recommend annual nominees for the offices of State and National Directors and Alternate State and National Directors at least seven days in advance of the annual general membership elections.
Section 11 - Meetings: Meetings of the Board of Directors shall be held as follows:
A. Regular meetings of the Board of Directors shall be held on the second Wednesday of each month, or such other time as the Board may direct.
B. Special meetings of the Board of Directors may be called by the President or upon request of a majority of the Directors.
C. Notice of the date, hour and place of all meetings shall be given to the Directors at least twenty-four (24) hours in advance.
Section 12 - Voting: A simple majority vote shall decide an issue, provided a quorum is present. No e-mail voting will be allowed at the last minute on any item that was political in nature and/or involved a contribution unless brought before the Board members first.
Section 13 - Quorum: The presence of a majority of the Directors shall constitute a quorum.

Article X
(Elective Officers)

Section 1: The following officers shall be elected by the membership at the General Membership meeting prior to the Annual Meeting in November and shall hold office for a term of one (1) year, January 1 through December 31, or until their successors are elected and duly qualified:
A. The President shall be a Builder or Associate Member, and as the chief officer of this association, shall preside at meetings and those of the Board of Directors.
B. The First Vice President shall be a Builder or Associate Member and shall perform such duties as are assigned by the President. The First Vice President shall, in the absence of the President, or upon his or her direction, perform all of the duties of the President.
C. The Second Vice President shall be a Builder or Associate Member and shall perform such duties as are assigned by the President. The Second Vice President shall in the absence of the First Vice President perform all the duties of that position.
D. The Treasurer shall be responsible to the association for the accounting of all monies collected and disbursed by the association and shall render a quarterly report to the Board of Directors and make available an annual report to the membership. Upon direction of the President the Treasurer may perform other duties appropriate to this office. The Treasurer shall serve as Chairman of the Finance Committee.
E. The Secretary shall keep a record of all the official proceedings of this association and it’s Board of Directors, including the reports of special committees. Upon direction of the President the Secretary may perform other duties appropriate to this office. The Secretary has the right to have the Executive Officer take minutes at all meetings, if so desired.
F. The Chairman, First and Second Vice Chairman, Treasurer and Secretary of the HBA Remodelers may be either a builder or associate member and all HBA Remodelers Executive Committee members will preside over the yearly duties for the HBA Remodelers.

Section 2 - Succession of Office:

A. In the event of the absence, disability, resignation or death of the President, then the First Vice President shall act as President of the association. Should neither the President nor the First Vice President be able to serve for any of the foregoing reasons, then the Second Vice-President shall act as President. If the Second Vice President should be unable to serve for any of the foregoing reasons, then the Treasurer shall act as President. If the Treasurer should be unable to serve for any of the foregoing reasons, then the Secretary shall act as President and shall serve until such time as the Board of Directors names, from among its members, a president to fill out the non-expired term.
B. In the event of a vacancy, other than the office of the President, the Board of Directors shall name from among its members a successor to fill the non-expired term.

Article XI
(Administrative Offices)

Section 1: An Executive Officer may be retained by the Board of Directors at such fees it deems fair and proper.
Section 2: The Executive Officer shall serve as the chief administrative officer of this association. The Executive Officer shall perform the duties and responsibilities delegated by the Board of Directors and the President, and all other functions usual to such an office. All other duties shall be listed in the “Job Description for the Greater Cedar Rapids Area Home Builders Association Executive Officer” job description sheet.
Section 3: The Executive Officer shall be in complete agreement with and sign an employment contract with the association. This agreement must be signed and approved by the President and the secretary after the Board’s approval.

Article XII
(Voting, Quorums)

Section 1: All members of the association in good standing shall be entitled to vote at meetings of the membership except as may be provided in other sections of these bylaws. Firms, corporations or partnerships holding membership in the association shall be entitled to only one (1) vote, which shall be cast by a duly designated representative.
Section 2: A simple majority vote shall decide an issue provided a quorum is present. This section shall not apply to voting on amendments to these bylaws.
Section 3: The presence of one-tenth (1/10) of the members in good standing at a meeting of the membership shall constitute a quorum.

Article XIII
(Elections)

Section 1: There shall be a nominating committee composed of the Immediate Past President, the President and three (3) members elected by the Board of Directors. Only one of the three members need be a Builder Member. The Immediate Past President shall chair this committee.
The committee shall solicit the membership, consider recommendations and shall nominate at least one candidate for each office to be filled unless otherwise set forth in this Article. The committee may resolve questions relating to the nomination of candidates, suggest rules of procedures for election and upon direction of the President perform other appropriate duties.

Section 2: The Executive Committee, State Directors and National Directors shall be elected at a general membership meeting prior to the Annual meeting held in November. The nominating committee shall submit its report at such meeting after it has been approved by the Board of Directors. Additional nominations may be made from the floor.
Whenever only one nomination for an elective office is presented to the membership, election shall be by voice vote. Whenever more than one nomination is presented, vote shall be by secret ballot. If more than two candidates are named for an office, a majority of the members voting shall be necessary to elect. If no candidate receives a majority, a second vote shall be taken upon the two leading candidates. All elections where only one candidate is nominated per office will be grouped and voted on as a slate of candidates.
Section 3: The President shall direct the chairman of the nominating committee to preside at the general membership meeting during that portion of the meeting concerned with the election of officers and other elected representatives of this association. This policy shall apply to the activities of the annual election meeting and except wherein conflict with any provisions that follow Roberts’ Rules of Order shall prevail.
Section 4 - Nominating Speeches: All nominations shall be limited to one (1) three (3) minute speech for all offices except President, for any office for which more than one candidate is nominated. Nominees that do not have a nomination speech will have their credentials read by the chairman. Nominating speeches for President shall be limited to five (5) minutes when more than one candidate is nominated for office.
Section 5 -Vice-Presidents, the Treasurer, and Secretary shall be elected by individual ballots. The candidates must receive fifty percent (50%) plus one (1) more of the ballots cast to be declared the winner. Balloting shall continue until a winner is declared.
Section 6 - Declaration of Winners: The chairman of the election portion of the meeting shall announce the results of each ballot, including the number of votes received by each candidate.
Section 7 - Sequence of Election: The officers and directors shall be elected in the following sequence: (1) Treasurer, (2) Secretary, (3) Vice-Presidents, and (4) President.
Section 8 - Eligible Voters: Only those qualified to vote as outlined in the bylaws and whose dues are paid, and who are approved seven (7) days prior to the election by the Board of Directors are eligible to vote. The number of eligible voters shall be determined by a roll call immediately preceding the election. The roll call shall be taken by the Secretary or some other member appointed by the President. Members not present at the time of the roll call shall register their presence with the member appointed by the nominating committee before being eligible to vote. No proxies of any kind shall be permitted.

Article XIV
(Committees)

Section 1: The president with the advice and consent of the Board of Directors shall, upon taking office, establish Standing Committees for the association.
Section 2: The chairman and members of all committees of the association shall be appointed by the President with the approval of the Board of Directors. If the President does not appoint committee personnel, the committee chairman may appoint the members needed.
Section 3: The President, with the approval of the Board of Directors, may remove the chairman or members of any committee appointed pursuant to this article.
Section 4: Special committees may be appointed by the President as may from time to time deem advisable.
Section 5: Meetings of all committees shall be upon the call of the chairman with the approval of the President.
Section 6: A simple majority vote in the committee shall decide an issue provided a quorum is present.
Section 7: The presence of one-half (1/2) of the committee members at a meeting shall constitute a quorum.

Article XV
(Finances)

Section 1: The fiscal year of this association shall be the year commencing on the first day of January and terminating on the last day of December.
Section 2: Dues and other monies collected by the association shall be placed in a depository selected by the Board of Directors. Payments from the funds of the association shall be made on the signature of the Treasurer and/or any other person so authorized by the Board of Directors.
Section 3: The association shall not be open to making contributions under normal circumstances, and no member shall commit the association to contribution. Any special situation of this nature shall come before the Board of Directors and action thereon shall require a two-thirds (2/3) majority vote of the Board.
Section 4: No assessments or voluntary contributions shall be required of the general membership by the Treasurer of the association unless previous approval is received from the Board of Directors who shall be required to give at least a two-thirds (2/3) vote by such Board of Directors.

Article XVI
(Amendments)

Section 1: These operating policies may be amended by two-thirds (2/3) vote of the Board of Directors at any meeting provided: (a) the attendance at such meeting constitutes a quorum, and (b) that a copy of the proposed amendment shall have been mailed to each member of the Board of Directors not less than five (5) days prior to the meeting at which action is to be taken thereon.

Article XVII
(Order of Business and Rules of Order)

Roll Call
Reading of Minutes of Previous Meeting
Reports of Standing Committees
Report of Special
Unfinished Business
Adjournment
All meetings will follow the latest version of “Roberts Rules of Order - Revised Edition ”.

Article XVIII
(Personal Liability/Indemnity)

Section 1. Limitation of Liability. A director or officer of the Association shall not be personally liable to the Association or its Members for a claim based upon an act or omission of the director or officer performed in the discharge of his or her duties, except for liability (a) for any breach of the director’s duty of loyalty to the Association, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or (c) for any transaction from which the director or officer derived an improper personal benefit, or (d) under Section 504A.101 of the Code of Iowa. Furthermore, if the Iowa Non-Profit Corporation Act is amended to permit the further elimination or limitation of the personal liability of directors and officers, then the liability of a director or officer of the Association shall be eliminated or limited to the fullest extent permitted by the Iowa Non-Profit Corporation Act, as so amended. No amendment, modification or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director or officer of the Association for or with respect to any acts or omissions of such director or officer occurring prior to the time of such amendment, modification or repeal.

Section 2. Indemnification. The Association shall indemnify any person who serves or who has served at any time as a director or officer of the Association and each director and officer of the Association who serves or who has served, at the request of the Association, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorneys’ fees, judgments, fines, settlements, and reasonable expenses, actually incurred by such director or officer or person relating to his, her or its conduct as a director or officer of this Association, or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this section shall not apply (a) to breach of a director’s duty of loyalty to the Association or its Members, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (c) for any transaction from which the director or officer derived an improper personal benefit, or (d) under Section 504A.101 of the Code of Iowa. Any amendment, repeal or modification of this section shall not adversely affect any right or protection of a director or officer of the Association with respect to any act or omission occurring prior to the time of such amendment, repeal or modification.

RESOLUTION 1997—01

WHEREAS, the HBA Remodelers has been developed and has become an important and integral part of the Greater Cedar Rapids Area Home Builders Association, and
WHEREAS, the Board of Directors of the Greater Cedar Rapids Area Home Builders Association recognize the importance of communication and input from the HBA Remodelers as it relates to the building industry and Association activities and,
WHEREAS, the Board of Directors of the Greater Cedar Rapids Area Home Builders Association desires the Chairman of the HBA Remodelers the Chairman’s designee to be a voting member of the Board of Directors of the Greater Cedar Rapids Area Home Builder Association, now therefore,
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE GREATER CEDAR RAPIDS AREA HOME BUILDERS ASSOCIATION that the Chairman of the HBA Remodelers or the Chairman’s designee is a voting member of the Board of Directors of the Association.
BE IT FURTHER RESOLVED this resolution shall be valid until a time in which the Board of Directors choose to rescind or amend said document.
Passed this 12th day of November, 1997.
Voting: Cedar Rapids Area HBA Board of Directors

RESOLUTION TO AMMEND ARTICLES OF INCORPORATION

The chairman announced the purpose of the meeting was to discuss the adoption of articles of amendment to the articles of incorporation of this corporation to adopt the Iowa Nonprofit Corporation Act (Chapter 504A).
On motion duly made and seconded, the following resolution was unanimously adopted:
Resolved that this corporation proceed to execute articles of amendment to its articles of incorporation to effect the adoption of the Iowa Nonprofit Corporation Act of 1990 (Chapter 504A) and that the president and secretary of the corporation are authorized and directed to effect the change and to execute appropriate documents to effect the change.
Further resolved that article IV of the articles of incorporation be deleted and the following article be substituted in lieu thereof:

“Article IV
Duration
Section 1: The corporate period of this corporation shall continue from the date of this amendment for the maximum length allowed by law unless sooner dissolved.”
Further Resolved that Article V of the Articles of Incorporation be deleted and the following Article be substituted in lieu thereof:

“Article V
Limitations and Corporate Seal.

Section 1: The Corporation is organized and shall be operated with all the general powers authorized by Iowa law code section 504A.4 and be limited to the general powers listed there under or as amended. That no part of the property, funds, income, or receipts of the corporation shall inure to the benefit of any individual member, officer or Director or anyone.
Section 2: This Corporation shall have no corporate seal.”

RESOLUTION TO AMEND ARTICLES OF INCORPORATION

On motion duly made and seconded, the following resolution was unanimously adopted:

ARTICLE I
(Name, Location and Affiliation)

Section 1: The name of the association shall be the Greater Cedar Rapids and Marion Home Builders Association.

Amend to Read:

Section 1: The name of the association shall be the Greater Cedar Rapids Area Home Builders Association.

Voted upon and approved at the May 20, 1998 General Membership Meeting.

RESOLUTION TO AMEND ARTICLE IV (AMENDMENTS)

WHEREAS, the Greater Cedar Rapids Area Home Builders Association Policies & Procedures
Committee recognizes a change should be made in what entity approves changes to the current
Code of Ethics, the following change has been recommended by this committee to the Board of Directors.
Article IV (Amendments) should read:
Section 1: The objectives, purposes and Code of Ethics may be amended by a vote of two-thirds (2/3) of the Board of Directors present at any meeting, provided the number of Board members in attendance at such meeting constitutes a quorum.

This resolution when passed will give the Board of Director the option to make changes to the Code of Ethics without going to the General Membership for a vote.

BE IT FURTHER RESOLVED this resolution shall be valid until a time in which the Board of Directors choose to rescind or amend said document.
Passed this 7th day of June, 2006.
Voting: Cedar Rapids Area HBA Board of Directors

Anti-Trust Policy Statement:

The Greater Cedar Rapids Area Home Builders Association believes that fair and lawful competition is best for the Association, our Members and our industry. Therefore, we have adopted this policy statement as our guide and position on matters related to potential anti-trust concerns: