ARTICLE I. NAME AND ARTICLE II. PURPOSES
The name and purposes of the Association shall be those set forth in the AMENDED AND RESTATED ARTICLES OF INCORPORATION, dated February 3, 2005 (and any subsequent amendments thereto), which shall be deemed incorporated herein by reference as ARTICLES I and II.
ARTICLE III. MEMBERSHIP
DEALER MEMBERSHIP: Any firm or corporation which maintains an assorted stock of lumber, building materials, and/or related materials, and which maintains normal retail facilities and services, reasonably commensurate with the needs of its market area, shall be considered to be a retail lumber and building material dealer, and shall be eligible for membership in the Kentucky Building Materials Association as a dealer member, upon payment of such dues as shall be determined from time to time by the Board of Directors of the Association.
ASSOCIATE MEMBERSHIP: An associate member shall be a person, firm, or corporation which provides materials, products, or services to retail lumber and building material dealers in the regular conduct of their respective businesses. Such persons, firms, or corporations may join the Association as associate members, and shall pay such dues as may be established from time to time by the Board of Directors of the Association, and shall thereupon be eligible to participate in Association activities as determined by these Bylaws and by resolution of the Board of Directors.
BRANCH YARD MEMBERSHIP: Any firm or corporation doing business within the Commonwealth of Kentucky, which maintains an assorted stock of lumber, building materials, and/or related materials, which maintains normal retail facilities and services reasonably commensurate with the needs of the market, and which is owned in whole or in part by a person or persons with interest in a Dealer (main yard) member, shall be eligible for Branch Yard membership. Branch yard members shall have all rights of dealer members but do not have voting privileges separate from their main yard.
AFFILIATE MEMBERSHIP: Any firm or corporation which has an interest in the goals, objectives and activities of the building material industry in Kentucky, but does not fall under the Dealer or Associate categories of membership shall be eligible for Affiliate membership. Affiliate members shall pay such dues as may be established by the Board of Directors of the Association, and shall thereupon be eligible to participate in Association activities as determined by these Bylaws and by resolution of the Board of Directors.
RIGHTS OF MEMBERSHIP: There shall not be issued any shares of stock, nor shall there be paid any dividends or profits to any member. Each dealer member shall have the right to one (1) vote in the election of officers and directors, and such other matters, as shall come before membership meetings.
ARTICLE IV. DUES
Dues for all classes of membership shall be established by the Board of Directors. The annual dues for each member shall be paid in accordance with the schedule determined by the Board of Directors. Upon payment, members shall be entitled to the benefits of membership in the Association.
ARTICLE V. TERMINATION OF MEMBERSHIP
RESIGNATION. Any member may withdraw from the Association by presenting its resignation in writing to the Board of Directors, such resignation to be effective upon receipt by a director or officer. Resignation by a member shall not excuse the payment by such member of any back dues, accounts, or assessments that are unpaid.
NON-PAYMENT OF DUES, ACCOUNTS, OR ASSESSMENTS. Any member delinquent in the payment of dues, accounts, or assessments as of April 1 shall be suspended from all privileges of membership, and if, after written notice, such delinquency shall not be corrected by June 1, the membership of such member shall automatically cease and terminate until payment is made.
ARTICLE VI. ANNUAL MEMBERSHIP MEETING
An annual membership meeting shall be held at a place and time fixed by the Board of Directors and written notice of the meeting shall be sent to all members not less than 30 days prior thereto.
Special membership meetings may be called by the President upon written notice to all dealer members of not less than 20 days prior to such meeting. Upon request of a majority of the Board of Directors, the President shall call a special membership meeting subject to similar notice.
A quorum at any membership meeting shall be not less than 10 active dealer members.
ARTICLE VII. OFFICERS AND THE BOARD OF DIRECTORS
The affairs of the Association shall be managed by a Board of Directors consisting of the following: at least 9, but no more than 17, dealer member directors; the officers of the association; the National Director and the Alternate National Director; and at least 2, but not more than 4, associate member directors.
The officers of the Association shall be the President, the Vice President; the Secretary/Treasurer; and the Chairman of the Board (who shall be the immediate past president of the Association.)
Only members in good standing shall be eligible for nomination, election, or service as an officer or director of the Association.
The officers and directors of the Association shall be elected at the regular annual meeting of the Association. The President shall appoint a nominating committee of 3 dealer members who, in the Presidents judgment, are representative of the membership as a whole. The nominating committee shall report to the regular annual meeting the names of the dealer members and associate members it recommends for nomination as officers, directors, associate directors, and National Director, as appropriate.
There shall be at least 9, and no more than 17, dealer member directors of the Association. Term of office shall be 2 years, and a dealer member director may serve no more than 3 consecutive terms; provided, however, that service as an officer, as Chairman of the Board, or as the National Director shall not be considered as service as a director for purposes of these limits. Each dealer member director shall have one vote and must be present to exercise that vote.
There shall be at least 2, but no more than 4, associate member directors of the Association. Associate member directors shall serve a term of 2 years, and no associate member director shall serve more than 2 consecutive terms. Associate member directors shall be elected in staggered terms so that not all associate member directors are elected in the same year. Associate member directors shall be nominated from active associate members of the Association. Each associate member director shall have one vote and must be present to exercise that vote.
The Executive Committee of the Board of Directors shall consist of the President, the Chairman of the Board, the Vice President, the Secretary/Treasurer, and the National Director. Unless otherwise provided, the Executive Committee shall be empowered to act on any matter which would otherwise be properly before the Board of Directors but for an emergency situation not permitting action by the full Board of Directors. In addition, the Executive Committee shall handle such matters as shall be assigned to it by the Board of Directors. Any matter voted on by the Executive Committee shall require at least 3 votes to pass.
If there is a vacancy on the Board of Directors through the resignation of a director or the inability of a director to complete his or her term of office, the Board of Directors may, by majority vote, appoint a member in good standing to serve the unexpired term.
In the event the President resigns or is unable to complete his/her term of office, the Vice President shall assume the office of President, and the Secretary/Treasurer shall assume the office of Vice President as well as Secretary/Treasurer, until the next election. Service in such capacity shall not preclude either from election to the position so assumed.
A quorum of the Board of Directors shall exist when a simple majority of dealer member directors is present.
Unless otherwise provided in these Bylaws, any matter voted on by the Board of Directors shall require a majority vote.
The Board of Directors shall meet at least once annually, which shall be immediately prior to the Annual Membership Meeting, and at such other times and places throughout the year as shall be determined by the Board of Directors. The President may call a special meeting of the Board of Directors upon 5 days written notice to all directors.
ARTICLE VIII. NATIONAL DIRECTOR AND ALTERNATE
As a federated member of the National Lumber and Building Material Dealers Association (NLBMDA), the Association is entitled to have one representative serve on the NLBMDA Board of Directors. The National Director shall be a dealer member of the Association in good standing, and shall be otherwise qualified as required by the NLBMDA.
The National Director is eligible Of serve a term of three (3) years, and shall serve no more than two (2) consecutive full terms. The National Director shall be elected at the annual meeting of the Association which immediately follows the National Meeting at which the National Director’s term expires. In the event that the National Director resigns or leaves the position for any reason prior to the normal expiration of his/her term, the Board of Directors shall, by majority vote, elect a dealer member in good standing to replace the National Director.
In addition, the Association is entitled to name an Alternate National Director who may attend all NLBMDA board meetings and may vote in the absence of the National Director. The Alternate National Director shall be a dealer member in good standing and shall otherwise be qualified as required by the NLBMDA. The Alternate National Director shall be appointed each year at the first meeting of the Board of Directors, and preference for such appointment shall be given to the current President of the Association, and then to past presidents of the Association who are willing to serve.
This ARTICLE VIII and the following ARTICLE IX are consistent with NLBMDA requirements in existence at adoption of these Bylaws. If NLBMDA requirements are subsequently amended, then these ARTICLES VIII and IX shall be deemed amended (pending actual amendment as provided for in these Bylaws), to the extent necessary to be consistent with NLBMDA requirements.
ARTICLE IX. NATIONAL (NLBMDA) POLICY AND PLANNING COUNCIL
The Association’s two (2) highest ranking volunteer elected officers shall serve as members of the NLBM DA Policy and Planning Council. These members shall be the Association’s current President and Chairman of the Board. In addition, the Association’s chief staff person shall serve as a member of the council. In the event any of these persons are unable to serve, the President may appoint an alternate.
The NLBMDA Policy and Planning Council meets at least once annually to establish annual objectives to: a) serve members and address industry issues, b) reduce duplication of efforts between the NLBMDA and federated associations; and c) obtain substantive volunteer leadership and professional staff involvement.
ARTICLE X. LOCATION OF THE ASSOCIATION OFFICES
The Board of Directors shall determine the location of the Association offices, the facilities to be occupied, and the employee staff and equipment necessary to successfully operate the Association in fulfillment of its purposes. The Association office shall be located in the Commonwealth of Kentucky.
ARTICLE XI. POWER TO EMPLOY
The Board of Directors shall have the power to employ the association’s chief staff person, accountants, attorneys, and such other persons or firms it shall deem necessary to advise the Board or the Association, and to fix the compensation therefore upon such terms and conditions as it shall determine. The Board may delegate such responsibilities to the Executive Committee.
ARTICLE XII. COMMITTEES
In addition to committees expressly provided for in these Bylaws, the Board of Directors or President may create any committee deemed necessary, may appoint members to such committees, and appoint a chairman of such committees.
ARTICLE XIII. PARLIAMENTARY AUTHORITY
Except as otherwise provided in these Bylaws, Roberts Rules of Order (most current edition) shall be the parliamentary authority on all matters of procedure.
ARTICLE XIV. EXPENDITURES
No member or employee of the Association shall have power to expend any money on behalf of the Association except for normal operating expenses, unless first authorized by the Board of Directors. Any capital expenditures in excess of $1,000 must first be authorized by the Board of Directors or the Executive Committee, unless said expenditure was included in a budget approved by the Board of Directors.
ARTICLE XV. REPEAL OF FORMER BYLAWS
All former Bylaws of the Association are hereby repealed. All resolutions of the Board of Directors made prior to the adoption of these Bylaws are repealed to the extent inconsistent with these Bylaws.
ARTICLE XVI. AMENDMENTS
An amendment to these Bylaws shall be adopted by a 2/3 majority vote of the dealer membership at any duly called membership meeting of the Association at which a proper quorum is present. The nature of the proposed Bylaws changes shall be included in the notice of the meeting. Dealers eligible to vote may do so in person or by proxy. Proxy votes must be delivered to the office of record 24 hours prior to the membership meeting, and shall be counted by two members of the Board of Directors, as selected by the President.
ARTICLE XVII. DISSOLUTION
The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and the Articles of Incorporation, and no part of said funds shall inure to or be distributed to the members of the Association. Upon dissolution of the Association, any funds remaining after payment of all obligations of the Association shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations selected by the Board of Directors.
ARTICLE XVIII. COMPENSATION
Directors and officers of the Association shall not receive any compensation for their service, but, by specific resolution of the Board of Directors, may receive a fixed sum or reimbursement for expenses for travel or attendance at Association or NLBMDA activities. Gifts, awards, or gratuities to any member or employee of the Association are not precluded by this Article.
ARTICLE XIX. CONTRACTS AND LOANS
The Board of Directors may authorize any officer, employee, or agent, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in the Association name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
ARTICLE XX. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officers, employees, or agents of the Association and in such manner as shall from time to time be determined by the Board of Directors.
ARTICLE XXI. BUDGET, FUNDS AND DEPOSITS
The Board of Directors shall approve an operating budget each year, to include those expenditures reasonably foreseeable as necessary to further the purposes of the Association. All operating funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories or investments as the Board of Directors may direct. To the maximum extent practicable, given the working cash needs of the Association, funds in the general (operating) fund of the Association shall be placed in interest earning accounts or investments.
RESERVE FUND. In addition to the general or operating funds, the Association is authorized to maintain a reserve fund, which shall be managed to assure the financial security of the Association. The reserve fund may be used to supplement operating funds in case there is insufficient revenue to meet the operating budget as approved by the Board of Directors, and/or to meet unusual or unexpected operating needs not provided for in the Association budget. Use of reserve funds shall require a majority vote by the Board of Directors, and may not be authorized by the Executive Committee alone.
SPECIAL FUNDS. Upon a majority vote of the Board of Directors, the Association is authorized to establish and maintain other distinct and individual funds for special needs or objectives which are consistent with the expressed purposes of the Association.
ARTICLE XXII. NOTICE
Any written notice required by these Bylaws shall be deemed properly given if sent by first class mail to the members address on file at the Association offices. In emergency situations written notice may be sent by FAX. provided actual receipt by the addressee is verified. Likewise, in emergency situations when a meeting can not be timely held, votes by the Board of Directors or Executive Committee may be made by telephone poll.
THESE BYLAWS AMENDED AT A SPECIAL MEETING OF THE MEMBERS SEPTEMBER 25, 2015
(Signed by Troy Basham, President, and John Congleton, Secretary/Treasurer)
Troy Basham, President Date
John Congleton, Secretary Date