KBMA ByLaws
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, doing business within the
Commonwealth of Kentucky, 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.
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. Funds in the reserve fund
shall be placed in interest earning accounts or investments related to
providing funds for the construction of housing in the United States of
America.
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 ADPOPTED BY THE ASSOCIATION AT THE ANNUAL
MEMBERSHIP MEETING, FEBRUARY 3, 2005.
(Signed by Kevin Brooks, President, and Skip Miller,
Secretary/Treasurer)
_________________________ __________
Kevin Brooks, President Date
_________________________ __________
Skip Miller,
Secretary Date
