NATIONAL LUMBER AND BUILDING
MATERIAL DEALERS ASSOCIATION BYLAWS
NAME AND OFFICE
Section 1. Name
The name of this corporation is the National Lumber and Building Material Dealers Association (“NLBMDA”), an Illinois non-profit corporation.
Section 2. Office
The office of NLBMDA shall be wherever designated by the Board of Directors.
The purpose of NLBMDA is to represent and be the voice of the lumber and building materials industry in the national public policy arena, with emphasis on efforts to 1) promote the industry and educate legislators and public policy personnel, and 2) assist legislative, regulatory, standard-setting and other government or private bodies in the development of laws, regulations and policies affecting the lumber and building materials industry.
The following terms shall have the meanings set forth below:
A. “Federated Association Executive” means a lumber or building material dealer association executive currently employed by a Federated Member.
B. “Federated Member” means:
1. Any lumber and building material industry trade association listed in Schedule A attached to these Bylaws, and
2. Any additional lumber and building material industry trade association that represents a substantial number of dealers throughout one or more states that the Board of Directors, by resolution, names as a member of the Association. Unless it is the sole trade association representing a state or region, a trade association may qualify for membership only if it has been in existence a minimum of three years at the time of applying for membership to NLBMDA.
C. “Dealer” means any person or organization that supplies lumber or building materials or services to customers.
D. “Manufacturing and Service Council Member” or “MSC Member” means an organization, other than a Dealer or trade association, that manufactures goods or provides services to the lumber and building material industry that the Board of Directors, by resolution, names as a member of the Association.
E. .“Manufacturers and Services Council” or “MSC” means the Manufacturers and Services Council described in Article VIII of these Bylaws.
F. “At-Large Dealer Member” means a dealer member whose entire business operation takes place within a state not represented by a Federated Member.
F. “Member” means any member of NLBMDA and includes Federated Members, Manufacturers and Services Council Members, and At-Large Dealer Members..
G. “Board of Directors” or “Board” means NLBMDA’s Board of Directors.
H. “Chair” means the Chairperson of NLBMDA’s Board of Directors.
I. “Written” or “in writing” means any communication transmitted or received by electronic means, and includes the transmission or receipt of a vote, consent, or proxy by electronic means, with the transmission thereof to be deemed the equivalent of a physical signing thereof.
Section 1. Categories of Membership
NLBMDA offers three categories of membership: Federated Members, Manufacturers and Services Council Members, and At-Large Dealer Members..
Section 2. Board Approval of Membership Applications
The Board of Directors must approve all admissions to membership in NLBMDA, except that no application shall be necessary for current Federated Members listed in Schedule A attached hereto.
Application for membership in NLBMDA must be made in writing to the Board of Directors. The Board of Directors must approve all admissions to membership in NLBMDA upon having verified that the applicant meets the requirements for membership as set forth in these Bylaws, and upon payment by the applicant of the membership dues as prescribed by the Board of Directors.
Section 3. Dues and Assessments
The Board of Directors will establish membership dues from time to time for each category of membership. In addition to dues established pursuant to this Section, the Board, by two-thirds vote, may approve special assessments, provided that all Members are given 90 days notice of any proposed assessment.
Section 4. Resignation or Termination of Membership
1. Any Member may resign upon giving 90 days written notice to the Chair.
2. Any MSC Member that combines its business with another organization (such as through acquisition or merger), dissolves, goes into liquidation, or ceases its business operations may resign upon the effective date of such business combination, dissolution, liquidation, or cessation of business interests and, upon payment of NLBMDA dues and assessments as prescribed in this Section, shall have no further obligations to the NLBMDA.
B. Termination of Membership: Any Member’s membership may be terminated by written notice of action by the Board of Directors at any time that a Member fails to remit dues, or otherwise fails to meet the requirements and criteria specified in these Bylaws.
BOARD OF DIRECTORS
Section 1. Power and Composition of the Board of Directors
The control and management of the affairs of NLBMDA shall be vested in the Board of Directors consisting of the following:
A. The elected officers of NLBMDA;
B. One voting director from each Federated Member. Each director that represents a Federated Member must be employed by a Dealer in good standing as a member of the Federated Member. Directors representing Federated Members may serve up to six consecutive years on the Board;
C. Two at-large voting directors who must be Dealers in good standing as members of a Federated Member. Candidates for at-large positions on the Board are to be nominated by the Leadership Development Committee and elected by the Board as provided in Article VII, Section 2(A) below. At-Large Directors shall serve a 3-year term, up to a limit of 2 consecutive terms, except that terms for these directors are to be staggered as follows: one director shall serve an initial 2-year term and one shall serve a 3-year term;
D. The Chair and Vice Chair of the Manufacturers and Services Council (MSC);
E. The Chair and Vice Chair of the Federated Association Executives (“FAEs”), which shall be members of a group of such executives recognized as an appropriate group by the Board of Directors; and
F. The Past Chair of the Board, who shall be a voting member of the Board.
The Board shall have authority to take lawful action in the name of NLBMDA consistent with the Articles of Incorporation and these Bylaws. All decisions of the Board of Directors shall be final. Unless otherwise provided in these Bylaws, a majority vote of the members of the Board of Directors present and voting is required. Directors shall receive no compensation from NLBMDA for their service. Directors terms of office shall be concurrent with NLBMDA’s fiscal year.
Section 2. When Board Meetings Are to Be Held
The Board of Directors shall meet at a general meeting of NLBMDA and at least one other meeting within the year, at times and places as the Board may determine. A minimum of five (5) days notice in writing to all Directors and Alternate Directors shall be made for any meeting unless the requirement for notice is waived by a majority of the Board of Directors. Meetings can be in person or held by telephone.
Special meetings of the Board of Directors may be called at any time at the discretion of the Chair and must be called within 30 days of receipt of a written petition of no fewer than 5 members of the Board of Directors. The notice of any special meeting shall be mailed no less than 10 days before the date of the meeting to the entire Board of Directors and must set forth the agenda, time and location for the meeting.
Section 3. Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 4. Alternate Directors
Any Federated Member may select an alternate director to vote at Board meetings if the primary director representing that Federated Member cannot attend the meeting. If an alternate director is going to represent a Federated Member at a Board meeting, the Federated Association Executive for that Federated Member must notify the Chair and the Secretary in writing at least one day prior to scheduled Board meeting naming the alternate director and authorizing that alternate director to act on behalf of the Federated Member at the Board meeting. The alternate shall have no rights to vote or other rights until the Chair accepts the alternate at the meeting. Alternates must be employees of Dealers that are members of Federated Members.
Section 1. Officers
Officers of NLBMDA shall be the Past Chair, the Chair, the Chair-Elect, the First Vice-Chair, the Second Vice-Chair, the President, and the Treasurer. All officers shall be elected by the Board of Directors. All officers shall serve a one-year term, except for the President, who shall serve at the pleasure of the Board and the Chair, and except for the Treasurer, who shall have a three-year term. Except for the President, who shall serve for as many terms as the Board and the Chair deems appropriate, all officers shall be eligible to serve two successive terms of office. The election of the officers will take place at the Board of Directors meeting immediately preceding the end of the fiscal year. . The officers will take office at the conclusion of the annual meeting. Candidates for officer positions are to be nominated by the Leadership Development Committee as provided in Article VII, Section 2(A) below. The Chair and all officers other than the President shall be employees of Dealers that are members in good standing of Federated Members. If an officer shall cease to be an employee of a Dealer that is a Federated Member for 60 days or more, his or her position shall automatically be deemed vacant. MSC Board of Director members and Federated Association Executives are ineligible to be officers.
Section 2. Officer Vacancies
Vacancies in any office shall be filled for the balance of the term by a majority vote of the Board of Directors after nomination by the Chair.
Section 3. The Past Chair
The Past Chair shall be the immediate Past Chair of NLBMDA. He or she shall perform such duties as may be prescribed by the Chair or the Board of Directors.
Section 4. The Chair
The Chair shall preside at meetings of NLBMDA Members and of the Board of Directors, and shall perform such duties as are necessarily incident to the office of the Chair or as may be prescribed by the Board of Directors. The Chair is not charged with the executive or administrative responsibilities of management and continuing conduct of NLBMDA’s affairs.
Section 5. The Chair-Elect
The Chair-Elect shall succeed to the
position of Chair upon
Section 6. The First and Second Vice-Chairs
The First Vice-Chair shall perform duties of the Chair and Chair-Elect in the event of their temporary disability or absence from meetings, and shall have such other duties as the Chair or Board of Directors may assign. The Second Vice-Chair shall perform duties of the Chair, Chair-Elect and First Vice-Chair in the event of their temporary disability or absence from meetings, and shall have such other duties as the Chair or Board of Directors may assign
Section 7. The Treasurer
shall be an employee of a Dealer that is a member in good standing of a
Federated Member and shall have a financial background commensurate with the
duties he or she is charged with undertaking. The Treasurer shall keep an
account of all monies received and expended for the use of NLBMDA, and shall
make disbursements authorized by the Board of Directors. At the expense of the NLBMDA, the Treasurer
will attend all meetings of the Executive and Finance and Audit Committee and,
as directed by the Chair, other financial meetings. He or she shall confer with and direct the
activities of the external auditors.
Section 8. The President
The administration and management of NLBMDA shall be vested in a President who shall be appointed by the Board of Directors. The President shall also serve as Secretary. When serving as Secretary, he or she shall give notice of and attend all Board of Directors meetings, keep a record of the proceedings, attest documents, and perform such other duties as are usual for such office or as may be duly assigned. The President can be directly employed by NLBMDA or may be an employee of an association management company. The President is empowered to employ and may terminate the employment of members of the staff necessary to carry on the work of NLBMDA, and shall manage and direct all functions and activities of NLBMDA, and perform such other duties as may be specified by the Board of Directors.
Section 9. Liability and Defense and Indemnification of Officers and Directors
To the full extent permitted by applicable law, NLBMDA shall defend and indemnify every officer and director of NLBMDA against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with an action, suit or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors of NLBMDA) to which he or she may be made a party by reason of being or having been an officer or a director of NLBMDA, whether or not such person is an officer or director at the time such expenses are incurred. The officers and directors of NLBMDA shall not be liable to the Members for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct, or bad faith. The officers and directors of NLBMDA shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of NLBMDA, and NLBMDA shall defend and indemnify such officer or director from any and all liability to others on account of any such contract or commitment. Any right to defense and indemnification provided for herein shall not be exclusive of any other rights to which any officer or director of NLBMDA, or former officer or director of NLBMDA, may be entitled.
Committees may be established as needed by a majority vote of the Board of Directors. The following will be standing committees:
Section 1. The Executive Committee
The Executive Committee shall consist of the following members of the Board of Directors: the Past Chair, the Chair, the Chair-Elect, the First Vice-Chair, the Second Vice-Chair, the Treasurer, the Manufacturers and Services Council Chair, the Federated Association Executive Chair, and the President. All shall have voting privileges, except that the President shall be a non-voting member.
A. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise limited powers of the Board of Directors in the management and direction of the affairs of NLBMDA, except for (i) the use of any restricted funds, which may only be used with the approval of seventy-five percent of the Board, and (ii) the setting of dues and assessments for NLBMDA membership, which dues and assessments may be set only with the approval of a majority of the Board. All actions of the Executive Committee shall be reported in writing within 30 days to the Board of Directors, which shall have the power to overrule said actions.
B. The Executive Committee shall meet at such times as it may deem advisable, upon the call of the Chair, or upon written request of 4 of its members.
C. Written notice of all meetings of the Executive Committee shall be given to all members of the Executive Committee by the Secretary at least 5 days prior to such meeting.
D. A majority of members of the Executive Committee shall constitute a quorum for the transaction of business.
Section 2. Other Standing Committees
The members of the following Standing Committees shall be selected by the Board of Directors unless otherwise stated below. A quorum requires a simple majority of the members.
A. Leadership Development Committee. The Leadership Development Committee (“LDC”) shall be comprised of the Past Chair, who shall chair the LDC, and up to four members of the Board of Directors, who shall be selected for membership on the LDC by the Chair.
The Leadership Development Committee will meet before the Board meeting at which officer elections will take place to review potential nominees for officers and at-large Board positions. The LDC shall make its best efforts to review resumes and meet with potential nominees. The LDC’s nominations shall be submitted to the Chair not later than 30 days before the Board meeting at which at-large directors are to be elected.
Members of the Board of Directors shall have the right to make nominations other than or different from the nominations proposed by the Leadership Development Committee, but must submit such nominations in writing to the President, who will present the nominations to the Board of Directors not later than 30 days before the Board meeting at which elections will be held.
In addition to the foregoing, the LDC will nominate officers as necessary.
B. Finance and Audit Committee. The Finance and Audit Committee shall oversee NLBMDA’s operational and financial performance. The Finance and Audit Committee shall be appointed by the Chair and shall be chaired by a member of the Board of Directors. The Finance and Audit Committee will also be comprised of the Treasurer, and its other members shall include at least the Chair, the Chair Elect, and the First Vice-Chair of the Board of Directors. The specific roles and responsibilities of the Finance and Audit Committee shall be determined by the Board and shall include generally:
The Finance and Audit committee shall meet at least twice a year: once during an annual meeting of NLBMDA and once upon the completion of their review or audit with the external auditors.
C. The Legislative Advocacy Committee. The Legislative Advocacy Committee is responsible to serve Federated Members and MSC Members to monitor and advocate a single voice on all Federal legislative initiatives to protect and promote the interests of the lumber and building materials industry. The Committee Chair and Vice Chair shall be selected by the Board of Directors. Members of the Committee shall be selected by the Committee Chair.
D. The Regulatory/Codes and Standards Committee. The Regulatory/Codes and Standards Committee is responsible to serve Federated Members and MSC Members to monitor and advocate a single voice on all Federal regulatory proposals, notices, and compliance issues, including but not limited to building, energy, plumbing, and fire code and standards issues, to protect and promote the interests of the lumber and building materials industry. The Committee Chair and Vice Chair shall be selected by the Board of Directors. Members of the Committee shall be selected by the Committee Chair.
Section 3. Special Committees
The Chair may appoint such special committees as he or she deems advisable or necessary to carry out the instructions of the Board of Directors and the objectives of the NLBMDA. The expiration date of all such Committee appointments shall be the last day of the term of office of the Chair who appointed them, unless sooner terminated.
From time to time the Board of Directors may create such other committees, as it deems advisable, provided committees so created shall automatically expire at the end of that fiscal year unless created for a specific period of time.
MANUFACTURERS AND SERVICES COUNCIL
A. The purpose of the Manufacturers and Services Council (or “MSC”) is to participate in discussions with appropriate NLBMDA committees for joint program development and implementation, and to assist in expanding membership.
B. The Manufacturers and Services Council shall consist of all MSC Members.
C. The Chair and Vice-Chair of the MSC shall be MSC Member representatives and shall be selected biennially by MSC Members. Members of the MSC will have one vote each. The MSC Chair shall report semi-annually to the Board of Directors.
NLBMDA shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure or be distributed to the Members. On dissolution of NLBMDA, any funds remaining after the payment of outstanding obligations shall be distributed to one or more regularly organized and qualified charitable, education, scientific or philanthropic organizations selected by the Board of Directors.
AMENDMENT OF BYLAWS
These Bylaws may be altered, amended or replaced by the Board of Directors at any regular or special meeting provided that the nature of any such amendment, alteration or repeal shall be published to all Board members at least 30 days before the meeting and such action is approved by a majority of the directors present and voting.