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
A Colorado nonprofit Corporation
ARTICLE I (Offices)
Business Offices: The principal office of the Corporation shall be in Weld 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.
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.
ARTICLE II (Membership)
Membership in this Association shall be of three Classes:
a. Builder Membership
b. Associate Membership
c. Affiliate Membership
The Members of this Association shall be limited to those persons and firms who subscribe to the Code of Ethics found in the Constitution of the Home Builders Association of Northern Colorado.
Qualification for membership in the Association shall be as follows:
a. 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 Constitution and Bylaws (and any amendments thereof), who shall subscribe to the Code of Ethics found in the previously mentioned Constitution, and who shall meet with the approval of the Board of Directors.
b. 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.
c. Affiliate Membership shall be open to any employee of a member company as long as the company membership is current.
Application for membership in this Association shall be made to the Membership Committee and processed in the following manner:
a. 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.
b. 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 so made shall be returned in full if membership is not approved.
c. The Board of Directors shall have the exclusive right to elect to membership.
d. When elected to membership in this Association, applicant automatically becomes a member of the Colorado Association of Home Builders and the National Association of Home Builders.
Suspension, termination, reinstatement and transfer of membership in this Association shall be accomplished in the following manner:
a. Any member whose dues are not paid in full within two (2) months after they become due and payable will be notified that their membership will be cancelled immediately, unless other arrangements have been agreed to.
b. 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.
c. 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.
d. 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.
Meetings of the Membership shall be held as follows:
a. An Annual Meeting of the Membership of this Association shall be held the third Wednesday 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.
b. Regular meetings of the Membership of the Association shall be held quarterly.
c. 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).
d. Notice shall be given of the date, hour, and place of all meetings in writing or by electronic transmission (fax or e-mail) to each member at least five days in advance.
e. 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.
ARTICLE III (Fiscal Year)
The Fiscal year of this Association shall be January 1st through the following December 31st.
ARTICLE IV (Dues and Assessments)
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).
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.
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 Association from its Treasury at the rate fixed and under terms stated in the Bylaws of the Association.
ARTICLE V (Membership Card and Emblem)
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.
This Association may use on all its stationary and literature the official emblem of NAHB as well as CAHB.
ARTICLE VI (Board of Directors)
The Board of Directors shall be composed of 11 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.
There shall be at least six (6) and no more than eight (8) Builder Members elected to the Board of Directors. Remaining Board Members may be either Builder or Associate Members, filling the complement of 11 Board Members.
The Chairman of the Board shall be a voting member of the Board of Directors. The Immediate Past Chair, Council and Committee Chairpersons shall be non-voting members unless serving a term as an elected Director.
The Chairman of the Board shall be a Builder or Associate Member elected by the Board of Directors.
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 three out of five 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.
National Directors: One Builder Member shall be appointed by the Board of Directors to represent each fifty (50) Builder Members (or fractional part thereof) of this Association on the Board of Directors of the National Association of Home Builders, in accordance with the Bylaws of that Association. One Alternate National Director may also be elected as prescribed herein to act as outlined above in the absence of the National Director. Additional National Directors may be appointed by the Board of Directors, including Associate Members, as permitted by the Bylaws of that Association.
State Directors (CAHB) shall be appointed by the Board of Directors in accordance with CAHB bylaws and policies for same.
Meetings of the Board of Directors shall be held as follows:
a, 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.
b. Regular meetings of the Board of Directors shall be called bi-monthly or on order of the Chairman of the Board.
c. 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.
d. 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.
Term limits of the Board of Directors
a. Directors shall be elected for a two-year term, and may be reelected for a second two-year term.
1. Initial 2014 Board of Directors will serve staggered terms of 1 and 2 year terms as determined by the Chairman of the Board.
2. Those members serving an initial one-year term shall be considered as having fulfilled a two-year term for purposes of term limits noted in item ‘c’, below.
b. A 3rd and final two-year term may be served following a minimum one-year hiatus from Board service.
c. In no case shall a Director serve more than three each two-year terms.
Attendance Requirements – Any Director missing more than 3 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.
ARTICLE VII (Officers)
The following Officers of the Board of Directors shall be elected from the Membership of the Board of Directors at its Annual Meeting and shall hold office for a term of one (1) year commencing with the beginning of the fiscal year (January 1st) or until a successor is elected and duly qualified.
a. The Chairman of the Board shall be the chief officer of this Association and shall preside at its meetings and those of the Board of Directors and Executive Committee. The Chairman of the Board shall be the official spokesman of this Association in matters of public policy. The Chairman of the Board shall appoint all committee chairpersons and shall be ex-officio member of all committees and shall perform all other duties usual to such office.
b. The First Vice Chairman of the Board of Directors shall, in the absence of the Chairman of the Board, or upon direction, perform all duties of the Chairman of the Board.
c. There shall be elected from the Board of Directors a Secretary/Treasurer to serve in the capacities set forth by the Board.
The Board of Directors, or Executive Committee if so designated by the full Board, shall be responsible for the hiring, wage or salary negotiations, performance review, termination, disciplinary actions or other matters relating to the position of Executive Officer of the Association. The Executive Officer will have the final authority on all other personnel matters for the Association including, but not limited to hiring, wage or salary negotiations, performance review, termination, disciplinary actions or other matters relating to employment by the Association.
The Board may secure the services of a general counsel, who shall be an attorney-at-law, licensed to practice within the territorial jurisdiction of this Association and who shall advise the Officers, Directors and Committees of the Association in legal matters.
ARTICLE VIII (Voting and Quorum)
The voting privilege shall be limited as follows:
a. At Meetings of the Membership, only Members in good standing shall have the right to vote. Good standing applies to any Member who is not in arrears on any account due to the Association for a period exceeding sixty (60) days. Firms, corporations or partnerships holding Membership shall be entitled to only one (l) vote to be cast by a duly designated representative.
b. At Meetings of the Board of Directors, only members of the Board of Directors shall have the right to vote.
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.
A quorum present at any meeting shall be determined as follows:
a. 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.
b. A Quorum of the Board of Directors shall consist of six (6) members.
ARTICLE IX (Elections)
The Executive Committee shall:
a. Solicit and consider the recommendations of the Membership as to candidates for each office and directorship to be filled.
b. Prepare and send via mail, or electronic transmission (fax or e-mail) to all Members at least five (5) days prior to the Annual Meeting of the Membership, a report recommending at least one nomination for each Office and Directorship to be filled, having previously obtained consent of nominees to become candidates for the Directorships.
c. Present their Final Report on nominations of the Directors at the Annual Meeting of the Membership and their Final Report on nominations of Officers at the Annual Meeting of the Board of Directors.
Additional nominations may be made from the floor upon a motion carried by a majority vote. If such nominations are recognized, they shall be voted upon by the Members. Otherwise the nominations will be considered closed.
Acceptance of the Report of the Executive Committee by the membership shall constitute election of the Directors so nominated.
If additional nominations are made from the floor, vote shall be taken by secret ballot and the candidate receiving the most votes for one office shall be considered elected, provided said candidate receives a majority of the votes cast, otherwise a runoff shall be held between the two candidates receiving the most votes.
The Board of Directors of the Association shall meet within thirty (30) days following the Annual Meeting for the purpose of organizing and electing Officers of the Association. The terms of the Board of Directors and Officers shall coincide with the Association’s fiscal year. The business and affairs of the Corporation shall be managed by the Board of Directors and each Officer shall be elected to serve until the next succeeding fiscal year start and until his or her successor shall be elected and shall qualify.
ARTICLE X (Committees)
There shall be the following Standing Committees:
a. Executive Committee shall consist of the Chairman of the Board, First Vice Chairman, and one other member appointed by the Chairman of the Board. 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.
b, Membership Committee.
c. Resource Development Committee.
d. Governmental and Regulatory Affairs Committee.
e. Finance Committee.
f. Other Committees: There shall be such other committees 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
ARTICLE XI (Finance)
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.
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.
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.
There may be an annual audit of the finances of this Association by an independent Certified Public Accountant, and this, together with a the annual report from the Secretary/Treasurer, shall be submitted to the Board of Directors.
ARTICLE XII (Seal of Corporation)
The Corporate Seal shall be in such form as shall be approved by resolution of the Board of Directors. Said seal may be used by causing it, or a facsimile thereof, to be impressed, fixed, reproduced, or otherwise applied. The impression of the seal may be made and attested by the Chairman, Vice Chairman or other authorized officer for the authentication of contracts or other papers requiring the seal.
ARTICLE XIII (Notices)
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 (fax or e-mail) shall be deemed service of such notice or notices upon them as of the date of mailing of same.
ARTICLE XIV (Amendments)
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.
ARTICLE XV (Waiver of Notice)
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.
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.
ARTICLE XVI (Execution of Instruments)
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.
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.
Amended November 2013