Bylaws

Revised June 16, 2003

Article I

NAME, LOCATION AND PURPOSE

Section 1. Name: The name of the Association is the Colorado Roofing Association, a nonprofit corporation, incorporated in the State of Colorado.

Section 2. Location: The principal office of the Association is located in the State of Colorado.

Section 3. Purpose: The purpose of the Association is to promote the ethics, education and image of the roofing industry in the State of Colorado through meetings and actions of the members.

Article II

MEMBERSHIP

Section 1. Qualifications: Membership in the Association is open to persons or firms involved in, or associated with the roofing industry. Contractor members will be further required to submit all of the following documentation with an application for membership:

A. A current business license that has been in effect for a minimum of two years from a Colorado municipality or jurisdiction that requires a written test to qualify for the license or current business licenses from two municipalities that have been issued for a minimum of two years.

B. A current Colorado Workers Compensation Certificate that is specifically written for sheet metal or roofing classification codes.

C. A Certificate of Insurance for general liability protection of at least $500,000.00.

Section 2. Membership: Membership in the Association is limited to individuals or firms who qualify under Article II, Section 1.

A. Members shall be those individuals or firms who have paid regular dues in the current calendar year.

B. Individuals who have paid regular dues in the current calendar year shall have one vote in any and all matters requiring a vote of the membership, shall be eligible to participate in all activities, and shall be eligible to serve on the Board of Directors.

C. Firms who are comprised of more than one individual and who have paid regular dues in the current calendar year shall designate one representative. Said representative shall have one vote in any and all matters requiring a vote of the membership, shall be eligible to participate in all activities, and shall be eligible to serve on the Board of Directors. Only one representative from member firms shall be eligible to serve on the Board of Directors at any one time.

Section 3. Resignation: Any member may resign by filing a written resignation with the Board of Directors; however, resignation does not relieve a member from liability for dues, fees or assessments accrued and unpaid as of the date of resignation. All dues, fees, or assessments paid prior to the member’s resignation shall be forfeited upon resignation. Transfer of membership is prohibited. Upon resignation, use of the Colorado Roofing Association name, logo, or any combination thereof by the resigned member is prohibited.

Section 4. Termination:

A. Any member may be terminated, as the Board of Directors shall determine, for conduct prejudicial to the welfare, interest, or character of the Colorado Roofing Association. Failure to pay dues is also adequate reason for termination.

B. Any request for termination of a member must be submitted in writing to the Board of Directors. The Board of Directors shall take into consideration all of the relevant facts and circumstances surrounding the termination request. Termination of any member shall require the two-third affirmative vote of the Board of Directors at regular or special meeting at which there is a quorum present.

C. Notice in writing, together with a copy of the charges and specifications shall be sent to said member or representative at least twenty days before the meeting of the Board where such action shall be considered. A member or its representative so accused may appear before the Board and may have legal representation at said meeting.

D. When the Board of Directors votes for termination of any member, the member shall be given a minimum of fifteen days prior written notice of the termination date. The notice will include the reason for the proposed termination and an explanation of rights to contest the termination in writing or before the Board of Directors. The member shall be given an opportunity to be heard, orally or in writing, not less than five days before the effective date of the termination by the Board of Directors to decide that the proposed termination not take place. The Board of Directors shall notify the member with written notification of its final decision concerning termination of the member.

E. For the purposes of this Section, any written notice by mail must be given by first-class or certified mail sent to the last address of the member shown on the Colorado Roofing Association’s records.

F. Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.

G. A member who has been terminated is liable for dues, assessments, or fees as a result of obligations incurred or commitments made prior to termination. All dues, assessments, and fees paid prior to termination shall be forfeited upon termination. Upon termination, use of the Colorado Roofing Association name, logo, or any combination thereof by the terminated member is prohibited.

Article III

DUES

Section 1. Dues: Each member of the Colorado Roofing Association shall pay dues to the Association. Dues and membership fees, if any, for all classes of membership shall be established by the Board of Directors.

Section 2. Delinquency: Any member of the Association who is delinquent in dues or membership fees for a period of ninety (90) days shall be notified of the delinquency and suspended from membership. If dues or membership fees are not paid within the succeeding thirty (30) days, the delinquent member forfeits all rights and privileges of membership and membership will be terminated.

Section 3. Refunds: No dues shall be refunded to any member whose membership terminates for any reason.

Article IV

BOARD OF DIRECTORS

Section 1. Board of Directors: The governing body of the Association is the Board of Directors, which is responsible for the supervision, control and direction of the Association.

Section 2. Composition: The Board of Directors consists of the President, Vice President and Secretary/Treasurer, the immediate past President, and seven (7) Directors elected by and from the membership.

Section 3. Election and term of office: At the November Annual Meeting of the Association, an election is held to elect the President, Vice President, Secretary/Treasurer and Directors. Members of the Board of Directors shall be elected for a two year term. The Vice President will automatically be the nominee for the office of President. The maximum term of office for a director shall be three, two year terms. A person who has served on the board of Directors for more than one half of a full term shall be deemed to have served a full term of two years. Upon leaving the Board of Directors for any reason, a director shall not be eligible to serve on the Board of Directors for one calendar year from the date of departure from the Board of Directors.

Section 4. Vacancies: If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board of Directors.

Section 5. Meetings: The Board of Directors shall meet at least quarterly at whatever time and place it selects. Written notice shall be given to each Board of Director at least 14 days in advance of the scheduled meeting.

Section 6. Quorum: Five (5) Board members shall constitute a quorum for the transaction of business at any Board meeting of the Colorado Roofing Association. Voting by directors is not permitted by mail-in ballot, e-mail or by proxy.

Section 7. Termination:

A. A Board member may be terminated, by a majority vote of the current Colorado Roofing Association membership, for conduct prejudicial to the welfare, interest, or character of the Colorado Roofing Association.

B. A Board member who misses five (5) or more regularly scheduled board meetings in a twelve month period shall automatically be removed from office upon notice to the Board member by the President or his designee. The Board of Directors may, by majority vote, grant any member of the Board of Directors one, three (3) month leave of absence at the sole discretion of the Board of Directors.

C. Any request for removal of a Board member must be submitted in writing to the Board. After Board notification, notice will go out via mail to all members in good standing. Removal of said member will then be voted on by secret written ballot at the next general meeting of the membership. Removal of a Board member requires a two-thirds majority vote of the members.

D. The Board member shall be given a minimum of fifteen days prior written notice of the general meeting in which the termination will be considered. The notice will include the reason for the proposed termination and an explanation of rights to contest the proposed termination. The member shall be given an opportunity to be heard, orally or in writing, at the meeting in which the proposed termination will be considered. A member or its representative so accused may appear before the membership and may have legal representation at said meeting.

E. The Board member will be notified of the results of the secret written ballot by certified letter. The final vote of the members in attendance with respect to termination is considered final and non-contestable.

F. If the Board member is terminated, the vacancy created thereby shall be filled with a member in good standing by a majority vote of the Board of Directors for the remainder of the term of office.

G. For the purposes of this Section, any written notice by mail must be given by first-class or certified mail sent to the last address of the member shown on the Colorado Roofing Association’s records.

H. Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.

Section 8. Compensation: Directors do not receive compensation for their services.

Article V

OFFICERS

Section 1. Officers: The officers of the Association shall consist of a President, a Vice President and a Secretary/Treasurer all of whom shall also be directors of the Association. At the time of election, all nominees for an officer position shall have served on the Board of Directors for a minimum of one year.

Section 2. Qualifications: Officers must be members of the Association in good standing. No person may hold more than one office at the same time.

Section 3. Election and Terms of Office: Officers are elected at the November Annual meeting of the Association and serve a two year term. No officer shall serve more than three (3) consecutive terms in the same office. Upon leaving the Board of Directors for any reason, an Officer shall not be eligible to serve again on the Board of Directors for one calendar year from the date of departure from the Board of Directors.

Section 4. Duties: The officers shall perform those duties that are customary to their positions. In addition, the President of the Association acts as Chairman of the Board of Directors, the Vice President acts in place of the President when the President is not available and the Secretary/Treasurer is responsible for keeping the records of the Association and is the financial officer of the Association.

Section 5. Vacancies: If a vacancy occurs among the officers for any reason, the position shall be filled for the unexpired portion of the term by the Board of Directors.

ARTICLE VI

ELECTIONS

Section 1. Method of Electing: All officers and Board of Directors shall be elected by secret written ballot at the November Annual Meeting from a slate prepared by the Nominating Committee. The slate may be augmented by nominations made from the floor provided the consent of the nominee has been obtained in advance.

Section 2. Nominations from the Floor: Nominations made from the floor shall be received by the presiding officer and do not require a second. Floor nominees must be members in good standing. In the event of a nominee’s absence, written consent must be provided to the presiding officer or the Chairman of the Nominating Committee before the member's name is placed in nomination at the Annual Meeting.

Section 3. Balloting: Elections shall be conducted by secret written ballot; provided, however, that if there is only one nominee for a given office, the presiding officer may accept a voice vote or balloting for that office by show of hands. The Nominating Committee shall act as tellers, supply blank ballots and pencils, and shall distribute, collect, and count the ballots. The Chairman of the Nominating Committee, or his or her designee, shall announce the results.

Section 4. Order of Election: The presiding officer shall, first, restate the Committee's nomination(s) for President and shall then call for nominations from the floor. After passage of a motion to close the nominations, the Presiding Officer shall direct that the ballots be distributed for a contested office. The ballots for President shall be collected and counted. A majority of votes cast shall be required to elect. If no candidate shall have received a majority, a re-balloting shall be held to decide between the two candidates receiving the largest pluralities as the remaining nominees, and a majority of such votes cast shall be required to elect. After the results of the election of a President have been announced, the same procedures shall then be followed for the remaining offices in the order in which they are listed in the Bylaws. The election of officers shall be followed by the election of the Board of Directors. In the event of multiple nominations for the Board of Directors, a plurality shall be sufficient to elect.

Article VII

COMMITTEES

Section 1. Nominating Committee: The President shall appoint a Nominating Committee which shall consist of not less than three (3) members of the Association in good standing. The nominating committee shall invite suggestions from the membership, and nominate at least one candidate for each office and directorship and report such nominations to the membership at the regular general meeting in October. The nominations shall be voted upon at the November Annual Meeting by the membership as these bylaws prescribe.

Section 2. Budget and Finance Committee: This committee will be made up of the Board of Directors and will meet during the first quarter to determine the annual budget. The committee shall confer with the Executive Director on the annual budget of the Association and prepare recommendations for the Board of Directors.

Section 3. Other Committees, Sub-Committees or Task Forces. The president, with the approval of the Board of Directors, may appoint such other committees, sub-committees or task forces, as are necessary and which are not in conflict with other provisions of these bylaws. The duties of any such committees shall be prescribed by the Board of Directors upon their appointment.

ARTICLE VIII

MEMBERSHIP MEETINGS AND VOTING

Section 1. Annual Meetings: The Annual Meeting of the Association shall be held in the month of November at such place and on such dates as may be determined by the Board of Directors.

Section 2. Regular Meetings: Regular meetings of the Association shall be held as directed by the Board of Directors. A minimum of five (5) regular meetings shall be held in each calendar year.

Section 3. Special Meetings: Special meetings of the Association may be called by the Board of Directors at any time.

Section 4. Time of Notice for Meetings: Written notice for all meetings, containing a statement of the purpose of the meeting, shall be sent to the membership not less than ten (10) days in advance. Notice may be given through the Association Newsletter, broadcast fax, postal mailings, or other direct notice. It is each member’s responsibility to notify the Association of changes of mailing address, telephone number, and facsimile number for the purpose of notification.

Section 5. Quorum: Fifteen (15) members shall constitute a quorum for the transaction of business at any membership meeting of the Colorado Roofing Association.

Section 6. Voting: Each member present shall be entitled to one vote as defined in Article II, Section 2. The majority vote of a quorum present at any meeting shall constitute the act of the body unless a greater number is required by these Bylaws. Proxy voting at Meetings shall not be allowed. Mail balloting may be used as directed by the Board of Directors for conducting business of the Association. Notice of mail balloting deadlines shall be given to members a minimum of 14 days in advance of voting deadline.

Article IX

FINANCES

Section 1. Banking Practices: All monetary assets of the Association shall be maintained in a financial institution designated by the Board of Directors. Withdrawals may be made only to meet the financial obligations of the Association. All checks, drafts, or orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Colorado Roofing Association shall require two signatures. The authorized signatures will be any one of the officers and the Executive Director.

Section 2. Record Keeping: The Colorado Roofing Association shall keep such permanent books of account and records as shall be sufficient to establish the items of gross income, receipts, and disbursements of the Association, including, specifically, the number of members, the dues collected from members, and dues received from sponsorships.

Section 3. Interest in Assets: No member of the Association shall have any right, title, or interest in any property of the Association. No person, whose membership in the Association is terminated, whether by death, resignation, or any other means, shall have any right, title, or interest in any asset or property of the Association.

Section 4. Fiscal Year: The Fiscal Year of The Colorado Roofing Association shall begin on January 1 and end on the following December 31.

Article X

DISSOLUTION

Section 1. No part of said Association funds shall inure, or be distributed, to the members of the Association.

Article XI

AMENDMENTS

Section 1. Method of Amending: Amendments to these Bylaws may be proposed by any member. and shall be submitted in writing by the sponsoring member to the Board of Directors. The Board of Directors shall receive all suggestions for amendments of these Bylaws; shall prepare them in proper form and identify them as amendments to specific Articles and sections; shall refer them to the sponsoring member for correctness; and shall transmit them to the membership a minimum of ten days prior to a regular meeting of the membership at which the proposed amendments are to be considered.

Section 2. Adoption: These Bylaws may be amended by the two third affirmative vote of the general membership voting at an Annual, Regular, or Special meeting at which there is a quorum present, provided that written notice of the proposed action was provided to the members as required by Article XI, Section 1.