BYLAWS & CODE OF ETHICS
Code of Ethics of the Home Builder's Association of Northern Colorado
(Code of Ethics for Active Members)
The Members of this Association shall be limited to those persons and firms who shall subscribe to the following CODE OF
A. Members of the Home Builders Association of Northern Colorado believe and affirm that:
1. Home ownership can and shall be within the reach of every American Family.
2. American homes shall be well-designed, well-constructed, and well-located in attractive communities, with educational, recreational, religious and shopping facilities accessible to all.
3. American homes should be built under the free American Enterprise System.
B. To achieve these goals, we pledge allegiance to the following principles and policies.
1. Our paramount responsibility is to our customers, our community and our country.
2. Honesty is our guiding business policy.
3. High standards of health, safety and sanitation shall be built into every home.
4. Members shall deal fairly with their respective employees, sub-contractors and suppliers.
5. 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 that every home purchaser may get the greatest value possible for every dollar.
6. All sound legislative proposals affecting our industry and the people we serve, shall have our informed and vigorous support.
7. We hold inviolate the free enterprise system and the American Way of Life. We pledge due support to our associates, our local, state and national associations and all related industries concerned with the preservation of legitimate rights and freedoms.
C. We assume these responsibilities freely and solemnly, mindful that they are part of our obligation as members of the Home Builders Association of Northern Colorado.
Bylaws of the Home Builder's Association of Northern Colorado
Section 1. Business Offices: The principal office of the Corporation shall be in Larimer County, Colorado. The Corporation may also have one or more offices at such place or places within or without the State of Colorado as the Board of Directors may from time to time determine, or as the business of the Corporation may require.
Section 2. Registered Office: The registered office of the Corporation shall be set forth in the Articles of Incorporation, unless changed as provided by the Colorado Non-Profit Corporation Act.
Section 1. Membership in this Association shall be of five Classes:
Student Alumni Membership
Section 2. The Members of this Association shall be limited to those persons and firms who subscribe to the Code of Ethics of the Home Builders Association of Northern Colorado.
Section 3. Qualification for membership in the Association shall be as follows:
Builder Membership shall be open to any person, firm or corporation whose business is the construction of housing within the territorial jurisdiction of this Association and who shall agree to abide by the provisions of the Articles of Incorporation Bylaws (and any amendments thereof), who shall subscribe to the Code of Ethics as adopted by the Board of Directors, and who shall meet with the approval of the Board of Directors. A Builder Member shall be one or more of the following types of builders:
Home Builder – Any individual who owns or is actively employed by a firm or company in the business of building homes for sale including single family, multi-family, or other structures normally related and appurtenant to a community.
Commercial Builder – Any individual who owns or actively employed by a firm or company in the business of building apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community.
Remodeler – Any individual who owns or is actively employed by a firm or company in the business of rebuilding homes, apartments, schools, commercial, industrial or other structures normally related and appurtenant to a community.
Land Developer – Any individual who owns or is actively employed by a firm or company in the business of land development.
Associate Membership 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 shall meet with the approval of the Board of Directors.
Affiliate Membership shall be open to any employee of a member company as long as the company membership is current.
Student Membership shall be open to any student enrolled in a Member-Institution in a program approved by the Board of Directors. Student Membership shall be a local only affiliate membership, for an individual and not a Company.
Student Alumni Membership shall be open to any graduate from a NAHB affiliated program approved by the Board of Directors for a period of three (3) years immediately following the month and year of the individual’s graduation
Honorary Membership shall be open to any persons or organizations so nominated/designated and approved by the Board of Directors, from time to time, for distinguished and unique service to the building industry. Honorary Members shall not be required to pay dues, and shall be members only of NoCo HBA and
do not need to be members of any affiliated state or national builders associations. This designation can be in conjunction with an active membership.
Section 4. Application for membership in this Association shall be made and processed in the following manner:
Candidate shall submit his signed application on a form supplied by this Association and agree to abide by the Bylaws and observe the Code of Ethics of this Association.
Application shall be endorsed by at least one Member in good standing and shall be accompanied by payment in an amount sufficient to cover the current year's dues in advance. All payments made shall be returned in full if membership is not approved. Honorary Membership shall not submit payment for dues.
The Board of Directors shall have the exclusive right to elect to membership.
When elected to membership in this Association, applicants shall become a member of the Colorado Association of Home Builders and the National Association of Home Builders.
Section 5. Suspension, termination, reinstatement and transfer of membership in this Association shall be accomplished in the following manner:
Any member whose dues are not paid in full within 60 days after they become due and payable will be notified that their membership will be cancelled immediately, unless other arrangements have been agreed to.
Any member may be censured, suspended or expelled from the Association if, in the opinion of the Board of Directors, as evidenced by a vote of two-thirds (2/3) of the entire Board of Directors at any meeting that may vote upon the matter, it shall be considered desirable or for the best interests of the Association or its members that the said member be censured, suspended or expelled.
A vote of two-thirds (2/3) of the entire Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this section.
Any member who is dropped from membership for cause, (resignation, cancellation, expulsion, etc.) with accounts owed the Association may not be reconsidered for renewed membership at a later date unless all indebtedness is paid in full prior to, or at the time of the submission of the renewal application.
Section 6: Meetings of the Membership shall be held as follows:
An Annual Meeting of the Membership of this Association shall be held in October each year or at such other time as may be selected, for the purpose of electing the Board of Directors and reviewing the affairs of the Association for the past year.
Regular meetings of the Membership of the Association shall be held quarterly.
Special meetings of the membership of this Association may be called at any time by the Chairman of the Board or by a vote of the Board of Directors as provided in Article VI, Section 8, (c).
Notice shall be given of the date, hour, and place of all meetings in writing or by electronic transmission to each member at least five days in advance.
If necessary, any meeting may be conducted electronically by the use of e-mail or conference call providing an accurate record of participants and actions taken can be maintained.
Section 1. The Fiscal year of this Association shall be January 1st through the following December 31st.
(Dues and Assessments)
Section 1. The dues of this Association shall be payable at a rate to be determined and set yearly by a vote of two-thirds (2/3) of the Board of Directors; dues shall include annual dues payments to the Colorado Association of Home Builders (CAHB) and the National Association of Home Builders (NAHB). Student members and student alumni members shall pay a reduced amount for Association dues, as determined by the Board of Directors, and shall not pay any dues to the CAHB.
Section 2. Builder members shall also pay an assessment based on the number of residential building permits pulled on a periodic basis and rate to be determined by a vote of two-thirds (2/3) of the Board of Directors. Non-profit Builder members shall, upon approval by the BOD, be exempt from assessments.
Section 3. Dues for membership in the National Association of Home Builders and the Colorado Association of Home Builders shall be remitted to NAHB and CAHB by this local Association from its Treasury on dues dates and in the amount set by NAHB Delegates and CAHB Board of Directors.
(Membership Card and Emblem)
Section 1. Each member shall receive proof of membership annually upon payment of dues for the current year in such form as the Board of Directors shall prescribe.
Section 2. This Association may use on all its stationery and literature the official emblem of NAHB as well as CAHB.
(Board of Directors)
Section 1. The Board of Directors shall be composed of not more than 16 voting members as elected by the general membership at the annual meeting of the members. Ex-officio and non-voting members shall be appointed as noted within these bylaws and as subsequently amended.
Section 2. There shall be at least nine (9) and no more than eleven (11) Builder Members elected to the Board of Directors. The Chairperson of each Standing Committee and Council, as set forth in Section 1, Article X, shall be voting Board Members and the remaining Board Members may be either Builder or Associate Members, filling the complement of up to 16 Board Members. When serving as a Director in the role of a Committee or Council Chair, term limits, as defined in Section 9, below, shall not apply.
Section 3. The Chairman of the Board and Immediate Past Chairman shall be voting members of the Board of Directors.
Section 4. The Chairman of the Board shall be elected by the Board of Directors. The Chairman of the Board shall be a Builder Member, unless no Builder Member is on the ballot for the election and in such event, an Associate Member may be elected. If an Associate Member is elected, the Associate Member shall be immediately preceded by a Builder Member and followed by a Builder Member.
Section 5. Vacancies on the Board occasioned by death or resignation or otherwise ceasing to be a member of the Association shall be filled by appointment of the Chairman of the Board, with the approval of the Board. The person so appointed shall serve until the next Annual Meeting of the Membership. A Director shall be removed upon missing two out of 6 consecutively called meetings after being duly notified in writing by the Chairman or First Vice Chairman that he will be removed as a Director of the Association without further action unless he submits within thirty (30) days written reasonable explanation for his absence, which explanations shall be satisfactory to the Board of Directors and accepted by same at a regular or special meeting within six (6) months after receipt of same.
Section 6. National Delegates: The Board of Delegates shall select at least one Builder Member from the membership for National Delegate positions to which the Association is entitled under the provisions and conditions prescribed in the Bylaws of the National Association of Home Builders. Additional National Directors may be appointed by the Board of Directors, including Associate Members, as permitted by the Bylaws of that Association.
Section 7. State Directors (CAHB) shall be appointed by the Board of Directors in accordance with CAHB bylaws and policies for same.
Section 8. Meetings of the Board of Directors shall be held as follows:
Regular meetings of the Membership of the Association shall be held quarterly.
An Annual Meeting of the Board of Directors of the Association shall be held immediately following the
Annual Meeting of the Membership or within thirty (30) days for the purpose of electing Officers and considering such other matters as may properly come before them.
Regular meetings of the Board of Directors shall be called bi-monthly or on order of the Chairman of the Board.
Special meetings of the Board of Directors may be called by the Chairman of the Board or upon formal request in writing by four of its members.
Reasonable notice of the date, hour and place of all meetings shall be given to the Directors which shall be construed to mean at least three (3) days advance notice when such is practicable and possible.
Section 9. Attendance Requirements - Any Officer/Director missing more than (two) 2 meetings in a Calendar year will be, without due explanation rendered to and accepted by the Chairman, removed from his or her position. The Chairman shall appoint a replacement to serve the remaining term of the removed Director.
Section 10. Any Director may be removed by the Board of Directors whenever in its discretion it determines that such removal is in the best interest of the Association. Such action shall not be undertaken except on a written complaint submitted to the Board of Directors by any member of NoCo HBA and approved by two-thirds (2/3) of the total number of members of the Board of Directors, excluding the Director against whom the complaint was submitted. Such Director shall be given written notice of complaint no less than twenty (20) calendar days prior to the meeting of the Board of Directors. At any such meetings, the dDirector shall be afforded a reasonable opportunity to address the complaint and provide a defense.
Chairman - The Chairman shall be the chief officer of the Association and shall preside at its meetings and those of the Board of Directors. The Chairman shall be the official spokesman of this Association in matters or otherwise designated. Shall appoint all committees, shall be an ex-officio member of all committees and councils, and shall perform all other duties usual to such office. At the end of the one (1) year term of the Chairman, the Chairman shall automatically serve for one (1) additional year on the Board of Directors in the position of Immediate Past President.
Vice-Chairman - The Vice Chairman shall perform such duties as are assigned by the Chairman. The Vice Chairman shall, in the absence of the Chairman, or upon the Chairman’s direction, perform all the duties of the Chairman.
Treasurer - The Treasurer shall be responsible to the Association for an accounting of monies collected and disbursed by the Association and shall render a report to the Board of Directors upon designated Board of Directors meetings. Upon direction of the Chairman, the Treasurer may perform other duties appropriate to the office.
Secretary - The Secretary shall keep a record of all of the official proceedings of this Association and its Board of Directors, including the reports of special committees. The Secretary shall also take charge of all records and correspondence of the corporation. Upon direction of the Chairman, the Secretary may perform other duties appropriate to the office.
Succession of Office - In the event of the absence, disability, resignation, or death of the Chairman of the Association, then the Vice Chairman shall act as Chairman of the Association. Should neither the Chairman nor Vice Chairman be able to serve for any of the foregoing reasons, then the Treasurer shall act as Chairman. Should neither the Chairman, Vice Chairman or Treasurer be able to serve for any of the foregoing reasons, then the Secretary shall act as President.
In this event an officer position left open would be succeeded by the officer next in line and the open position shall be filled by a member appointed and approved by the Board of Directors.
Section 3. Administrative Officer – An Executive Officer may be employed by the Board of Directors on such terms and at such rate of compensation as it deems fair and proper. Prior to December 1st of each year, the current Executive Committee shall be tasked with the Executive Officer performance review and pay schedule. 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 all other functions usual to such office. The Executive Officer shall be empowered to employ and supervise an adequate staff to carry on the business of this Association as instructed by the Board of Directors. The rates of compensation of the Executive Officer and staff shall be those that the Board of Directors may deem fair and proper, within the limitations of the fiscal budget. Upon the hiring of a new Executive Officer said Executive Officer does not have authority to terminate any staff for a period of 6 months. Any terminations in this first 6 month period must be approved by the Board of Directors and termination executed by current Board Chairman or Vice Chair.
(Voting and Quorum)
Section 1. The voting privilege shall be limited as follows:
At Meetings of the Membership, only Members in good standing shall have the right to vote. Good standing means any Member who is not in arrears on any account due to the Association. Firms, corporations or partnerships holding Membership shall be entitled to only one (l) vote to be cast by a duly designated representative.
At Meetings of the Board of Directors, only voting members of the Board of Directors shall have the right to vote.
Section 2. A Majority Vote on any measure will be determined as follows:
a. A simple majority of the Members present at any Meeting of the Membership will carry any measure provided the number of Members in attendance at the meeting constitutes a quorum.
Section 3. A quorum present at any meeting shall be determined as follows:
A Quorum of the Membership shall consist of the lesser of one third (l/3) of the Members of this Association or fifty (50) members.
A Quorum of the Board of Directors shall consist of six (6) members.
Section 1. There shall be a Board Development Committee, composed of at least three and no more than five members of the Membership, appointed by the Executive Committee. Appointment shall be made and notice given to the Board of Directors at least thirty (30) calendar days in advance of the October Membership Meeting. The Chairman shall designate the Chairperson of the Committee. The Committee shall meet quarterly to fulfill their respective responsibilities as set forth below.
Section 2. The Board Development Committee shall:
Solicit and consider the recommendations of the membership, as to candidates for each Office and Directorship to be filled.
Select, by majority vote of the members of the Board Development Committee, and appoint three Members to serve on the Board of Directors.
Present a list of nominees for the remaining seats on the Board of Directors, which will include at least one nominee for each type of open seat, to the Board of Directors for approval. The Board of Directors may approve the entire list of candidates as presented or substitute other candidates for one or more of the positions whenever in its judgment the best interest of the Association would be served thereby.
Prepare and deliver a report to the membership recommending at least one nomination for each Directorship to be filled, by the following methods:
In person at the October Membership Meeting,
By email to all members, no later than the date of the October Membership Meeting,
The presentation at the October meeting shall be made by the Chairperson of the committee.
Additional nominations may be made from the floor at the October meeting or by notifying the Chairperson in writing not later than seven (7) days following the October Membership Meeting. Nominations shall be considered closed, by the 8th day following the October Membership meeting.
Section 3. The two (2) candidates in each category (Builder Members and Associate Members) receiving the most votes shall be elected to serve two-year terms on the Board of Directors. Additional vacancies in each respective category shall be filled by candidates in that category receiving the most votes until all positions on the Board of Directors have been filled.
Section 4. The Board Development Committee will certify elections.
Section 5. Term of office: Shall be for one (1) year, with the exception of the candidate receiving the most votes in each category per Article IX, Sec 3, and shall become effective at the official installation ceremonies held annually.
Section 1. There shall be the following Standing Committees:
Executive Committee shall consist of the Chairman of the Board, Vice Chairman, Treasurer and Secretary appointed by the Chairman of the Board and including the Immediate Past Chairman. This Committee shall conduct the affairs of the Association in accordance with the Constitution and Bylaws, the policies and instructions of the Board of Directors. It shall be the policy and steering Committee of this Association, and shall be responsible for establishing a budget for this Association and for all matters of policy and public statement, subject to the approval of the Board of Directors. This Committee shall meet upon the call of the Chairman of the Board, the Board of Directors or two (2) of its members, stating the time and place of the meeting. Two Members shall constitute a quorum. The Executive Committee shall have full power and authority to handle emergency matters without the full Board of Directors being consulted. The Executive Committee may vote on matters brought before them by electronic means, telephone, fax, or e-mail as long as all Committee members are in agreement with the method of voting.
Membership Committee shall find effective ways for recruiting and orientation of new members, maintaining the retention of current members by keeping them active and informed, planning member networking events and recognizing the Association Spike Members through an annual event.
Events Committee shall identify opportunities to generate non-dues revenue through member & community engagement and focus on developing fundraising and networking events geared towards member participation. The Events Committee may, with Board approval, propose incentive programs to encourage membership.
(1). Home Show Subcommittee shall develop publicity and marketing tools for the show's special projects.
(2.) Parade of Homes Subcommittee shall develop publicity and marketing tools for the show's special projects.
(3). Golf Subcommittee shall develop publicity and marketing tools for the show's special projects.
Builders Council shall consist of all members, focusing on builder, developer and remodeler issues and concerns. The council works with government officials in all 54 municipalities on matters concerning local building codes, ordinances and regulations affecting achieving attainable housing. Local area representation is critical to impose change.
Government Affairs Committee shall oversee and coordinate the government affairs activities and programs of the association in order to execute the public policy goals and objectives of the association.
Remodelers Council shall implement programs and services for the Remodeler and Associate Members of NoCo HBA. The Council shall focus on community outreach and member education. This council is affiliated with the NAHB Remodelers Council.
Workforce Development Committee shall focus on creating and maintaining local school district partnerships, promoting the benefits of the construction industry while encouraging career opportunities through events and educating students and parents.
Sales & Marketing Council shall represent Marketing and Sales professionals within the building industry by serving its members and affiliated partners through education, recognition, networking, and career development. This council is affiliated with the NAHB Sales & Marketing Council.
Board Development Committee shall meet on an as needed basis to determine the Association’s future leadership.
Other committees and subcommittees: There shall be such other committees and subcommittees as may be designated by the Board of Directors or the Executive Committee, the Chairpersons of which shall be appointed by the Chairman of the Board.
Section 1. Dues and other monies collected by this Association shall be placed in a depository selected by the Board of Directors, and payments from the funds of this Association shall be made on the signature of the Chairman of the Board, Secretary/Treasurer, and/or any other person so authorized by the Board of Directors.
Section 2. The Board of Directors shall adopt a budget for each fiscal year, and this Association shall function within the totals of such budget. Any expenditure in excess of such budget must be authorized by the Board of Directors.
Section 3. The Secretary/Treasurer, and other Officers and members of the staff handling the funds of the Association may be furnished a bond at the expense of the Association in such amount, as the Board of Directors shall determine.
Section 4. There may be an annual audit of the finances of this Association by an independent Certified Public Accountant, and if performed, together with the annual report from the Secretary/Treasurer, shall be submitted to the Board of Directors. If such an audit is required, approval from the Board of Directors for quote/fee is required once received from the auditor.
Section 1. Members shall furnish the Chairman or Executive Officer with their official address and fax or e-mail address and mailing of any notice to such address via electronic transmission (e-mail) shall be deemed service of such notice or notices upon them as of the date of mailing of same.
Section 1. These Bylaws may be adopted or amended by a vote of two-thirds (2/3) of the entire membership at any meeting provided the number of members in attendance at such meeting constitutes a quorum, and provided further that a copy of the proposed amendments shall have been mailed or electronically transmitted (fax or e-mail) to each member of the Association not less than five (5) days prior to the meeting at which action is to be taken thereon.
Bylaws may also be adopted or amended by electronic transmission, with appropriate tracking maintained as evidence of adoption, approval, amendment or rejection of same.
(Waiver of Notice)
Section 1. Whenever any notice whatever is required to be given under the provisions of a statute of the Articles of Incorporation or by these Bylaws as waiver thereof in writing signed by the person or persons entitled to said notice whether before, at, or after the time stated herein, or at the appearance of such person or persons at such meeting, or in the case of a members meeting by proxy, shall be deemed equivalent hereto.
Section 2. Any action required or which may be taken at a meeting of the Directors, Members or Members of any Committee of the Corporation may be taken without a meeting if they consent in writing setting forth the action so taken shall be signed by all of the Directors, Members, or Members of the Committee, as the case may be, entitled to vote with respect to the subject thereof.
(Execution of Instruments)
Section 1. The Chairman of the Board shall have power to execute on behalf or in the name of the Corporation any deed, contract, bond, debenture, note or other obligations or evidences of indebtedness or proxy or other instrument requiring the signature of an Officer of the Corporation, except where signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless so authorized, no officer, agent or employee
shall have any power or authority to bind the Corporation in any way, to pledge its credit or render it liable for any purpose or in any amount.
Section 2. All checks and drafts upon the funds to the credit of the Association in any of its depositories shall be signed by such of its officers or agents as shall from time to time be determined by resolution of the Board of Directors, which may provide for the use of a facsimile signature under specific conditions, and all notes, bills receivable, trade acceptance, drafts and other evidence of indebtedness payable to the Corporation shall, for the purpose of deposit discount or collection, be endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors.
(Rules of Procedures)
Section 1. Roberts' Rules of Order shall govern the procedure of all meetings of the Association. The Chairman of the Board of Directors shall appoint a parliamentarian who shall rule on all disputed points of order, referred by the Chairman.
Section 1. The Board of Directors may adopt a proposal to dissolve the Association and upon such adoption, shall recommend the proposal to dissolve to the members entitled to vote thereon, unless the Board of Directors determines that, because of a conflict of interest or other special circumstances, it should make no recommendation and communicate the basis for its determination to the members and the members entitled to vote must approve the proposal. In the event of dissolution of the Association, the assets of the Association shall, after appropriate provision for debts and liabilities of the Association, be distributed to a corporation, trust, or association which is not organized for profit and is exempt from federal income taxation under the Internal Revenue laws applicable at the time of such dissolution, the federal government, to a state or local government, as directed by the Board of Directors causing the dissolution of the Association. Any assets not so liquidated shall be subject to jurisdiction of the superior court of the State of ColoradoAlaska for disposition consistent with these Bylaws.
Section 1. Every director, officer, or employee of the Association shall be Indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon him or her in connection with any proceedings to which he or she may be made a party, or in which he or she may become involved by reason of his or her being or having been a director, officer, or employee of the Association, or any settlement thereof, whether or not he or she is a director, officer, or employee of the Association at the time such expenses are incurred, except in such cases wherein the director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties. The forgoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer, or employee may be entitled. For purpose of the proceeding right of indemnification the term “director, officer, or employee” shall be construed to include all executives, Board of Directors members, committee members, and staff employees, whether salaried or not.
(Certification of Bylaws)
THE UNDERSIGNED CERTIFY the foregoing Bylaws have been adopted as the Bylaws of the Association in accordance with the requirements of Colorado Revised Nonprofit Corporation Act Statute 10.20.
Amended August 2021