|
|
CONNECTICUT IRRIGATION CONTRACTORS ASSOCIATION BYLAWS
Approved by General Membership on MARCH 5, 1990 - Annual Meeting. Revised OCTOBER 20, 1999. Revised OCTOBER 20, 2004. Revised MARCH 16, 2005. Revised OCTOBER 24, 2007 Revised October 08, 2008
ARTICLE I - Name and Purpose
SECTION 1: Name. This Association is a not-for-profit Connecticut Corporation, organized under Chapter 600, Sections 33-419 et seq. of the State Incorporation Laws. The name of the corporation shall be the "Connecticut Irrigation Contractors Association, Inc." SECTION 2: Purpose. The Association shall exist for the purpose of promoting excellence in the field of turf irrigation installation. The Connecticut Irrigation Contractors Association is dedicated to the achievement of standardization within its areas of expertise, through relevant licensing, involvement in educational seminars, trade shows and open communication within and outside the membership. The Connecticut Irrigation Contractors Association is further dedicated to promoting a professional and autonomous self-image for each member, which will further enhance industry wide acceptance of this specialized profession. Lastly, the Connecticut Irrigation Contractors Association is dedicated to the health and welfare of each member and their families through any means that are available or could be made available during a time of need.
ARTICLE II - Board of Directors
SECTION 1: Composition. The control and management of the Association and its affairs and its property shall be entrusted to a Board of Directors, consisting of: a President; a President-Elect; a Secretary; a Treasurer and seven (7) at-large Directors, one of whom shall be the most immediate living past President. The remaining four (4) directors shall be appointed by the President with board approval. At no time shall the board be comprised of less than 50% of Class “A” or “B” members.
SECTION 2: Nominations.
(a) The Nominating Committee shall consist of three (3) members of the Association who shall be appointed by the President with Board approval.
(b) The Nominating Committee shall present a prospective slate of Officers and Directors, in accordance with Article II, Section 3 of these Bylaws, to the membership for election at the annual Meeting. The Association shall publish said slate at least ten (10) days before the Annual Meeting.
(c) Any voting member at the Annual Meeting may also make nominations from the floor.
SECTION 3: Election and Terms of Office.
(a) The President, President-Elect, Secretary and Treasurer shall be elected by the members of the Association at the Annual Meeting and shall hold their respective offices for a term of two (2) years and until their successors are elected and qualified. No person shall hold the office of President for more than two (2) successive terms.
(b) At the first Annual Meeting following the adoption of these Bylaws two (2) at-large Directors shall be appointed for a term of two (2) years and (2) at-large Directors shall be appointed for a term of one (1) year. At each subsequent election, three (3) at-large Directors shall be appointed for a term of two (2) years. The most recent living and available past President of the Association shall automatically qualify as a Special Director.
SECTION 4: Vacancies.
(a) Should the President not be able to continue in office, the President-Elect shall assume the duties of President.
(b) Vacancies occurring throughout the balance of the Board shall be filled by the appointment of the President, with the consent of the Board, for the unexpired portion of the term for which the predecessor was duly elected and qualified.
(c) A vacancy shall occur when a Board member fails to attend three fourths (3/4) of the board meetings, on time, within a term of office or have a legitimate excuse. If a board member fails to comply the member will be removed from the board. The president will assign a replacement with board approval.
SECTION 5: Meetings of the Board.
(a) The Board of Directors shall meet at least four (4) times within the calendar year.
(b) Special meetings of the Board of Directors may be called at the request of the President or, in writing, by any four (4) of the Directors. Notice of special meetings shall be mailed to each member of the Board not less than ten (10) days before the day of the meeting.
SECTION 6: Quorum and Telephone Balloting.
(a) Seven (7) voting members of the Board of Directors, present in person, shall constitute a quorum at any meeting of the Board. Proxy voting shall not be allowed at Board of Director meetings.
(b) Majority vote shall rule at Board of Director meetings, with a minimum of five (5) votes allowed to carry a motion.
(c) Unanimous vote of the Board of directors shall be required to conduct Association Business by telephone.
ARTICLE III - Officers and Staff: Titles and Duties
SECTION 1: Officers.
The officers of the Association shall be the President, President-Elect, Secretary and Treasurer.
SECTION 2: Duties of Officers.
(a) President. The President shall preside at all meetings of the Association and the Board of Directors; be an ex officio member of all committees; cast the deciding vote at all meetings when the balloting occurs; appoint all committee chairmen with Board approval; and be responsible for regularly advising the membership of Board and Association activities.
(b) President-Elect. In the absence of the President, the President-Elect shall perform his duties. Should neither be present at any meeting, the treasurer shall conduct the meeting.
(c) Treasurer. In the absence of the President/President-Elect the Treasurer shall perform the duties of the President. The Treasurer shall collect and discharge the funds of the Association as directed by the Board; shall be responsible for keeping an accurate account of all financial transactions, which shall at all times be open to the inspection of the Board of Directors, to whom at least quarterly reports shall be made in writing of the monies received and paid out, and the amount of funds on hand; shall, upon assuming the duties of office, give a bond in such sum as shall be described by the Board of Directors, the premium therefore, if any, shall be paid for by the association.
(d) Secretary. In the absence of the President/President-Elect or Treasurer, the Secretary will perform the President's duties. The Secretary shall be responsible for: keeping the records of all meetings of the Association and the Board of Directors; mailing notices of meetings as required within the Bylaws; answering correspondence for the Association; and for maintaining accurate membership records between the office of Treasurer, the Membership Committee and direct mailing sources.
(e) If all Officers are absent from a meeting a Chairman shall be chosen by vote.
ARTICLE IV - Financial Provisions
SECTION 1: Fiscal Year.
The fiscal year of the Association shall be from May 1 to April 30. The dues year of the Association shall be from October 1 to September 30.
SECTION 2: Annual Budget.
The Treasurer shall be responsible for the presentation, during the last quarter of the dues year, of an annual budget to the Board of directors. The Board shall approve the budget so presented, or revised, within the same time frame for use within the applicable fiscal year.
SECTION 3: Annual Audit.
The financial records of the Association shall be audited annually by certified public accountants to be recommended by the Treasurer and approved by the Board of Directors. The audit shall be provided to the membership of the Association during the following fiscal year.
SECTION 4: Required Signatures.
All checks, drafts and orders for the payment of monies shall be signed and the Treasurer or President-Elect shall endorse checks, notes and orders for the receipt of money for collection or deposit in such a manner.
SECTION 5: Dues, Assessments and Suspension for Non-Payment.
(a) The annual membership dues shall be the sums fixed at the Annual Meeting of the Association as approved by the majority of members present at such meeting.
(b) The Board of Directors shall set the application fee schedule.
(c) The membership shall be invoiced for annual dues no later than September 1, due October 1. A second notice for dues will be mailed on October 2, due November 1. Any member in arrears on November 2 shall be suspended from membership, with appropriate written notification.
(d) New members to the association who join with less than six (6) months left in the dues year shall be charged a pro-rated dues amount of not less than one-half (˝) of the current annual dues which shall constitute dues paid in full for the remainder of the pro-rated period.
(e) New members to the association who join with six (6) months or more left in the dues year shall be charged the full annual current dues rate.
SECTION 6: Assessments.
Assessments shall be made only to pay for expenses after the affirmative vote of at least 75% of those members eligible to vote at any regular meeting, provided, however, that the membership shall have ten (10) days’ notice that a proposed assessment is on the meeting agenda.
SECTION 7: Excuse Payments.
The Board of Directors may, at its discretion, excuse or extend the time for payment of annual dues or assessments for any members for appropriate cause.
ARTICLE V - Distribution of Assets
SECTION 1: Generally.
No part of the income, or of the assets, of the Corporation shall ever be distributed to its Officers, Directors or Members, provided that nothing herein shall restrict the right of the Corporation to reasonably compensate its Officers and Directors, or any of them, for services rendered to the Corporation.
SECTION 2: Dissolution.
The corporation may be dissolved by a two-thirds (2/3) vote of the voting Members present at an Annual or Special Meeting called to consider such dissolution. In the event of the dissolution of the Corporation, any assets remaining after payment of all liabilities and obligations of the Corporation shall be distributed to non-profit organizations then qualifying as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or other provisions of like intent and purpose) in such proportions and amounts as the Board of Directors, by a vote of Directors holding two-thirds (2/3) of the Directorships, shall determine, provided, however, that if any of such assets shall remain undistributed for a period of one (1) year commencing upon the date of the dissolution of the Corporation, then all of such assets remaining at the end of such one (1) year period shall be distributed to the Irrigation Association, a non-profit organization, Section 501(c)(3).
In the event the Irrigation Association is dissolved prior to the dissolution of the Connecticut Irrigation Contractors Association, all assets will be distributed to a not-for-profit corporation voted on by a two-thirds (2/3) majority vote of the Board of Directors of the dissolving Connecticut Irrigation Contractors Association.
SEAL
The corporate seal of the Corporation shall be a circular seal as follows:
ARTICLE VI - Committees
SECTION 1: Standing Committees.
The Board of Directors shall appoint such committees as they may deem necessary, and they shall define the duties thereof, provided that the following standing committees shall be among those designated and appointed:
(a) A Membership Committee (b) An Education and Program Committee (c) A Communications Committee
SECTION 2: Rules.
(a) All committee chairmen must be appointed by the President with the approval of the Board of Directors.
(b) Each Standing Committee shall adopt rules governing matters under its jurisdiction, which rules shall be subject to the approval of the Board of Directors. Such rules, once approved, shall be binding on all members with the same force and effect as these Bylaws. Reasonable notice of such rules shall be given to all members.
SECTION 3: Duties of Committees.
(a) The Membership Committee. The Membership Committee shall act in accordance with the provisions of Article VIII, Membership, Section four (4), C of these Bylaws.
(b) The Education and Program Committee. The primary responsibility of the Education and Program Committee shall be to provide appropriate and meaningful educational opportunities for the membership of the Association. This includes, but is not limited to, providing members with opportunities to fulfill the State of Connecticut’s guidelines in regard to Continuing Educational Units. This committee is also responsible for the educational (program) part of the membership meetings.
(c) The Communications Committee. The Communications Committee shall be responsible for making available pertinent information regarding the Association, its membership and the profession for promotional purposes and dissemination via a regular newsletter and other appropriate means to the Association's membership and the irrigation industry at large.
ARTICLE VII - Meetings
SECTION 1: Membership Business Meetings.
(a) There shall be a minimum of two (2)-membership business meetings scheduled each year, one of which must be the Annual Meeting to be held in the month of October at a time and place of the Board of Directors' choosing.
(b) Notice of all membership business meetings, stating the time and place thereof shall be mailed to all members at least ten (10) days prior to said meeting.
(c) At any meeting of the membership, attendance by one-thirds (1/3) of the members shall constitute a quorum.
(d) At any meeting of the membership, each member may cast one (1) ballot upon any proposition moved for a vote.
(e) The following shall be a guideline for Business at all meetings:
1. Call to Order 2. Action on the Minutes of the Last Meeting 3. Treasurers Report 4. Communications 5. Reports of Officers 6. Reports of Committees 7. Unfinished Business 8. New Business 9. Elections 10. Adjournment
SECTION 2: Special Meetings.
(a) A special meeting of the membership shall be called by the President upon the written request of the majority of the Board of Directors.
(b) A special meeting of the membership shall be called by the Secretary upon written request signed by two-thirds (2/3) of the Class "A" members, stating the purpose of the meeting. No business may be transacted at any special meeting, except that specified in the notice.
(c) Notice of a special meeting shall be mailed to the membership at least ten (10) days prior to said meeting. The notice shall specify the time, place and purpose of the special meeting.
SECTION 3: Rules of Order.
All meetings of the Association shall be conducted in accordance with the current edition of "Robert's Rules of Order." When in conflict, the Bylaws of this Association shall take precedence over "Robert's Rules."
ARTICLE VIII - Membership
SECTION 1: Classes of Members.
The membership of the Association shall consist of the following six (6) classes:
(a) Class A (b) Class B (c) Class C (d) Class D (e) Class E (f) Class F (g) Class G
SECTION 2: Definition of Membership Classes.
(a) Class A: Any person of good character who is an owner of an actively installing turf irrigation company shall be eligible for Class "A" membership. An "A" member may apply for reclassification to "B" membership if the installation company is a partnership or corporation that retains Class "A" voting status for at least one owner. All other owners or partners may apply for Class "B", reduced membership fee status.
(b) Class B: Any person of good character who is employed by a Class "A" member shall be eligible for Class "B" membership. Class "B" members who are owners of an actively installing turf irrigation company may apply for reclassification to Class "A" membership at any time and pay the applicable dues.
(c) Class C: Any person of good character who owns a company that supplies turf irrigation `materials or services shall be eligible for Class "C" membership. The owner reserves the right to designate one (1) representative in his or her place, provided that person will benefit from the overall stated purpose of the C.I.C.A. (SECTION #2). A Class "C" member may apply for reclassification to "D" membership, if the supply company is a partnership or corporation that retains Class "C" status for at least one owner. All other owners may apply for Class "D" reduced fee membership status.
(d) Class D: Any person of good character who is employed by a Class "C" member shall be eligible for Class "D" membership. There must be a Class "C" member before a "D" will be accepted.
(e) Class E: Any person of good character who has rendered special or valuable service to the Association or the turf irrigation industry may be elected by a three-fourths (3/4) vote of the Board of Directors to Honorary Membership. Only one (1) person may be elected to Honorary Membership each year.
(f) Class F: Any person of good character who is not an owner or employee of an actively installing irrigation company or an owner or employee of a company that supplies turf irrigation materials or services, but demonstrates a desire to become a member of Connecticut Irrigation Contractors Association by virtue of his/her affiliate relationship to the Turf Irrigation Industry may apply for Class F Membership.
(g) Class G: A Life Member shall be a person who has been a member of this Association for twenty (20) years or more and has rendered special and valuable service to the Association during this time. They shall be selected by a three fourths (3/4) vote of the Board of Directors to Life Membership. A Life Member will have all of the privileges of his/her prior classification of membership in this Association, except that of holding office. Life Members will not have to pay dues or assessments.
SECTION 3: Reclassification.
(a) A Class "A" member may retain this classification of membership for a period of one (1) year from the time his/her turf irrigation installation company ceases to do business.
(b) Should a Class "A" member regain employment or commence a new enterprise within the turf irrigation installation industry during this one (1) year period of grace, the status of membership shall be automatically reclassified, to the applicable classification upon receipt of reasonable evidence that this aforementioned situation actually occurred.
SECTION 4: Application and Admission.
(a) Every applicant for Class "A", Class "B", Class "C", Class "D" and Class "F" classification of membership must present to the Membership Committee an application in writing on forms provided by the Association for this purpose. The application shall be signed by the applicant and endorsed by at least two Class "A" members of the Association in good standing
(b) All prospective members shall be voted on for membership at the Board of Directors meeting immediately following receipt of application and appropriate fee. Upon approval of the Board and receipt of dues, the applicant shall be placed on the rolls of the C.I.C.A.
(c) The duties of the Membership Committee shall be to:
1) Receive, investigate and process applications. 2) Maintain a continuing file of incoming, accepted and rejected applications. 3) Prepare and submit to the Board of Directors a written list of candidates for election to membership. 4) Encourage membership in the Irrigation Association and the Connecticut Irrigation Contractors Association.
(d) The Board of Directors shall elect new members to membership by a two-thirds (2/3) vote on a monthly basis..
(e) Applicants will be notified in writing by the Secretary of their election, or not, to membership.
SECTION 5: Expulsion and Restoration.
(a) Any member may be suspended or expelled from membership by a three-fourths (3/4) vote of the Board of Directors for any willful infraction of these Bylaws or for any willful misconduct that would not be in the best interest of the Association, after having been given fifteen (15) days notice of charges by registered mail and an opportunity to be heard by the Board of Directors.
(b) Any member who has been expelled may, after the passage of one (1) year, apply for restoration to membership through the regular membership process.
(c) Any member who has resigned or been suspended for non-payment of dues may apply for restoration to membership at any time through the regular membership process, provided in the case of non-payment that all monies past due have been paid with interest.
ARTICLE IX - Amendments
SECTION 1:
The Bylaws may be amended, in whole or in part, by a majority vote of voting members at any duly organized meeting of the Association, provided the proposed change(s) are submitted by mail to the membership with at least ten (10) days’ notice.
ARTICLE X - Directors and Officers Indemnity
SECTION I
The Association shall make every attempt, within affordable means, to provide Directors and Officers Liability Insurance coverage for members of the Board of Directors and Legal Counsel.
(a) A Membership Committee (b) An Education and Program Committee (c) A Communications Committee
SECTION 2: Rules.
(a) All committee chairmen must be appointed by the President with the approval of the Board of Directors.
(b) Each Standing Committee shall adopt rules governing matters under its jurisdiction, which rules shall be subject to the approval of the Board of Directors. Such rules, once approved, shall be binding on all members with the same force and effect as these Bylaws. Reasonable notice of such rules shall be given to all members.
SECTION 3: Duties of Committees.
(a) The Membership Committee. The Membership Committee shall act in accordance with the provisions of Article VIII, Membership, Section four (4), C of these Bylaws.
(b) The Education and Program Committee. The primary responsibility of the Education and Program Committee shall be to provide appropriate and meaningful educational opportunities for the membership of the Association. This includes, but is not limited to, providing members with opportunities to fulfill the State of Connecticut’s guidelines in regard to Continuing Educational Units. This committee is also responsible for the educational (program) part of the membership meetings.
(c) The Communications Committee. The Communications Committee shall be responsible for making available pertinent information regarding the Association, its membership and the profession for promotional purposes and dissemination via a regular newsletter and other appropriate means to the Association's membership and the irrigation industry at large.
ARTICLE VII - Meetings
SECTION 1: Membership Business Meetings.
(a) There shall be a minimum of two (2)-membership business meetings scheduled each year, one of which must be the Annual Meeting to be held in the month of October at a time and place of the Board of Directors' choosing.
(b) Notice of all membership business meetings, stating the time and place thereof shall be mailed to all members at least ten (10) days prior to said meeting.
(c) At any meeting of the membership, attendance by one-thirds (1/3) of the members shall constitute a quorum.
(d) At any meeting of the membership, each member may cast one (1) ballot upon any proposition moved for a vote.
(e) The following shall be a guideline for Business at all meetings:
1. Call to Order 2. Action on the Minutes of the Last Meeting 3. Treasurers Report 4. Communications 5. Reports of Officers 6. Reports of Committees 7. Unfinished Business 8. New Business 9. Elections 10. Adjournment
SECTION 2: Special Meetings.
(a) A special meeting of the membership shall be called by the President upon the written request of the majority of the Board of Directors.
(b) A special meeting of the membership shall be called by the Secretary upon written request signed by two-thirds (2/3) of the Class "A" members, stating the purpose of the meeting. No business may be transacted at any special meeting, except that specified in the notice.
(c) Notice of a special meeting shall be mailed to the membership at least ten (10) days prior to said meeting. The notice shall specify the time, place and purpose of the special meeting.
SECTION 3: Rules of Order.
All meetings of the Association shall be conducted in accordance with the current edition of "Robert's Rules of Order." When in conflict, the Bylaws of this Association shall take precedence over "Robert's Rules."
ARTICLE VIII - Membership
SECTIOClasses of Members.
The membership of the Association shall consist of the following six (6) classes:
(a) Class A (b) Class B (c) Class C (d) Class D (e) Class E (f) Class F (g) Class G
SECTION 2: Definition of Membership Classes.
(a) Class A: Any person of good character who is an owner of an actively installing turf irrigation company shall be eligible for Class "A" membership. An "A" member may apply for reclassification to "B" membership if the installation company is a partnership or corporation that retains Class "A" voting status for at least one owner. All other owners or partners may apply for Class "B", reduced membership fee status.
(b) Class B: Any person of good character who is employed by a Class "A" member shall be eligible for Class "B" membership. Class "B" members who are owners of an actively installing turf irrigation company may apply for reclassification to Class "A" membership at any time and pay the applicable dues.
(c) Class C: Any person of good character who owns a company that supplies turf irrigation `materials or services shall be eligible for Class "C" membership. The owner reserves the right to designate one (1) representative in his or her place, provided that person will benefit from the overall stated purpose of the C.I.C.A.. A Class "C" member may apply for reclassification to "D" membership, if the supply company is a partnership or corporation that retains Class "C" status for at least one owner. All other owners may apply for Class "D" reduced fee membership status.
(d) Class D: Any person of good character who is employed by a Class "C" member shall be eligible for Class "D" membership. There must be a Class "C" member before a "D" will be accepted.
(e) Class E: Any person of good character who has rendered special or valuable service to the Association or the turf irrigation industry may be elected by a three-fourths (3/4) vote of the Board of Directors to Honorary Membership. Only one (1) person may be elected to Honorary Membership each year.
(f) Class F: Any person of good character who is not an owner or employee of an actively installing irrigation company or an owner or employee of a company that supplies turf irrigation materials or services, but demonstrates a desire to become a member of Connecticut Irrigation Contractors Association by virtue of his/her affiliate relationship to the Turf Irrigation Industry may apply for Class F Membership.
(g) Life Member shall be a person who has been a member of this Association for twenty (20) years or more and has rendered special and valuable service to the Association during this time. They shall be selected by a three fourths (3/4) vote of the Board of Directors to Life Membership. A Life Member will have all of the privileges of his/her prior classification of membership in this Association, except that of holding office. Life Members will not have to pay dues or assessments.
SECTION 3: Reclassification.
(a) A Class "A" member may retain this classification of membership for a period of one (1) year from the time his/her turf irrigation installation company ceases to do business.
(b) Should a Class "A" member regain employment or commence a new enterprise within the turf irrigation installation industry during this one (1) year period of grace, the status of membership shall be automatically reclassified, to the applicable classification upon receipt of reasonable evidence that this aforementioned situation actually occurred.
SECTION 4: Application and Admission.
(a) Every applicant for Class "A", Class "B", Class "C", Class "D" and Class "F" classification of membership must present to the Membership Committee an application in writing on forms provided by the Association for this purpose. The application shall be signed by the applicant and endorsed by at least two Class "A" members of the Association in good standing
(b) All prospective members shall be voted on for membership at the Board of Directors meeting immediately following receipt of application and appropriate fee. Upon approval of the Board and receipt of dues, the applicant shall be placed on the rolls of the C.I.C.A.
(c) The duties of the Membership Committee shall be to:
1) Receive, investigate and process applications. 2) Maintain a continuing file of incoming, accepted and rejected applications. 3) Prepare and submit to the Board of Directors a written list of candidates for election to membership. 4) Encourage membership in the Irrigation Association and the Connecticut Irrigation Contractors Association.
(d) The Board of Directors shall elect new members to membership by a two-thirds (2/3) vote on a monthly basis..
(e) Applicants will be notified in writing by the Secretary of their election, or not, to membership.
SECTION 5: Expulsion and Restoration.
(a) Any member may be suspended or expelled from membership by a three-fourths (3/4) vote of the Board of Directors for any willful infraction of these Bylaws or for any willful misconduct that would not be in the best interest of the Association, after having been given fifteen (15) days notice of charges by registered mail and an opportunity to be heard by the Board of Directors.
(b) Any member who has been expelled may, after the passage of one (1) year, apply for restoration to membership through the regular membership process.
(c) Any member who has resigned or been suspended for non-payment of dues may apply for restoration to membership at any time through the regular membership process, provided in the case of non-payment that all monies past due have been paid with interest.
ARTICLE IX - Amendments
SECTION 1:
The Bylaws may be amended, in whole or in part, by a majority vote of voting members at any duly organized meeting of the Association, provided the proposed change(s) are submitted by mail to the membership with at least ten (10) days’ notice.
ARTICLE X - Directors and Officers Indemnity
SECTION I
The Association shall make every attempt, within affordable means, to provide Directors and Officers Liability Insurance coverage for members of the Board of Directors and Legal Counsel.
|
