Mabep Bylaws 4-23-09pdf

Draft BYLAWS of the MAINE ASSOCIATION OF BUILDING EFFICIENCY PROFESSIONALS

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TABLE OF CONTENTS ARTICLE I 1 NAME1 ARTICLE II 1 OFFICE ARTICLE III 1 DEFINITIONS ARTICLE IV 2 MEMBERSHIP Section 1. Categories. Section 2. Application. Section 3. Approval. Section 4. Designated Individual. Section 5. Dues Category. Section 6. Resignations. Section 7. Suspension: Expulsion. Section 8. Reinstatement. Section 9. Good Standing. Section 10. New Owner. ARTICLE V 3 DUES AND ASSESSMENTS Section 1. Dues. Section 2. Assessments. Section 3. Budget. Section 4. Fiscal Year. ARTICLE VI 4 BOARD OF DIRECTORS Section 1. Number and Categories. Section 2. Term of Office. Section 3. Election: Nominations Committee. Section 4. Eligibility. Section 5. Absenteeism. Section 6. End of Term. Section 7. Powers and Duties. Section 8. Vacancies. ARTICLE VII 6 MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the Board of Directors Section 2. Proxies. ARTICLE VIII 2

OFFICERS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6.

Election. Eligibility. Balloting. Compensation. Terms of Office. Installation.

ARTICLE IX 8 MEETING OF THE MEMBERSHIP Section 1. Annual Meeting. Section 2. Additional Meetings. Section 3. Notice of Meetings. Section 4. Quorum. Section 5. Voting at Meetings. Section 6. Parliamentary Procedure. ARTICLE X AMENDMENTS Section 1. Vote of Members. Section 2. Vote of Directors. Section 3. Minute Book.

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BYLAWS of the MAINE ASSOCIATION OF BUILDING EFFICIENCY PROFESSIONALS ARTICLE I NAME The name of this organization shall be Maine Association of Building Efficiency Professionals. The purposes of this Association are: to represent and advance the interests of energy auditors, energy efficiency retrofit contractors, installers of energy efficiency materials and equipment, installers of non-fossil fuel generating devices, manufacturers and suppliers, and all other persons and businesses who seek to improve the energy efficiency of residential and commercial buildings and to reduce our dependence upon fossil fuels; to represent these interests at the Maine legislature and other policymaking forums; to serve as a clearinghouse for technical data and new ideas that will advance the cause of energy efficiency and reduce our reliance on fossil fuels; to seek support for common standards of training and certification of all energy efficiency professionals, regardless by whom they are employed and whom they serve; to provide such training and continuing education to the extent demand for appropriate training is not being met by others; to support policies which ensure that government programs do not provide a competitive advantage for some individuals and businesses at the expense of others; to support programs which establish long-term, stable incentives for all homeowners and businesses to invest in energy efficiency and reductions in their use of fossil fuels, including programs designed to educate the public on the value of improving energy efficiency in homes and commercial buildings, and increasing market awareness of the services of MABEP members, and to encourage its members to adhere to the highest ethical standards in their dealings with customers, other professionals and the general public, and to provide high quality services at the best possible value. ARTICLE II OFFICE The principal office of this organization shall be located in the State of Maine at a location designated by the Board of Directors. ARTICLE III 4

DEFINITIONS The term "Energy Auditor" is defined to mean a person, co-partnership, firm or corporation actively engaged in the inspection, survey and analysis of energy flows in a building, process or system with the objective of understanding the energy dynamics of the system under study. The term "Weatherization Contractor" is defined to mean a person, co-partnership, firm or corporation actively engaged the practice of protecting a building and its interior from the elements, particularly from sunlight, precipitation, and wind, and of modifying a building to reduce energy consumption and optimize energy efficiency. The term "Energy Efficiency Products Manufacturer," hereinafter “Manufacturer,” is defined to mean a person, co-partnership, firm or corporation actively engaged in the manufacture of materials, products, devices or systems which reduce the need for energy in buildings or which reduce the reliance on fossil and other non-renewable fuels to provide energy. The term "Energy Efficiency Products Supplier," hereinafter “Supplier,”is defined to mean a person, co-partnership, firm or corporation actively engaged in supplying or distributing materials, products, devices or systems which reduce the need for energy in buildings or which reduce the reliance on fossil and other non-renewable fuels to provide energy. The term "Energy Efficiency Products Dealer," hereinafter “Dealer,” is defined to mean a person, copartnership, firm or corporation actively engaged in the sale or installation of materials, products, devices or systems which reduce the need for energy in buildings or which reduce the reliance on fossil and other nonrenewable fuels to provide energy. The term "Lender" is defined to mean a person, co-partnership, firm or corporation actively engaged in lending funds either directly or indirectly to purchasers of energy efficiency services and products. The term “Chief Executive Officer” is defined to mean the person who is employed by the Board of Directors to manage the affairs of the association. The Chief Executive Officer may be employed either pursuant to a contract with the association or on its payroll, at the discretion of the Board of Directors. The term "Associate" is defined to mean a person, co-partnership, firm or corporation not in one of the categories defined above and who is not entitled to vote on the affairs of the Association, but who is granted such other rights and privileges as the Board of Directors deems appropriate. ARTICLE IV MEMBERSHIP Section 1. Categories. Membership in the Association shall include Energy Auditors, Weatherization Contractors, Manufacturers, Suppliers, Dealer, Lenders and Associates, as defined in Article III. Section 2. Application. Each application for membership or associate membership in the Association must be made to the Board of Directors in writing. 5

Section 3. Approval. Membership and associate membership in the Association is an entirely voluntary matter and the Board of Directors reserves the right to approve or reject applications for membership or associate membership. Section 4. Designated Individual. If the applicant is not an individual, the applicant shall designate the individual in the firm or other entity who will act as its representative or alternate representative in the affairs of the Association. Any member may change its representative or alternate representative at any time by written notice to the Board of Directors through the Executive Office. Section 5. Dues Category. If an applicant for membership is engaged in more than one segment of the industry, his/her dues shall be that of the highest dues category. Section 6. Resignations. Any member in good standing may resign at any time by letter addressed to the Board of Directors or Secretary. Section 7. Suspension: Expulsion. The Board of Directors may suspend for non-payment of dues, or for other good cause deemed sufficient, any member or representative, provided, however, that such member or representative shall be given written notice of such intended action and shall be given an opportunity to be heard before the Board, except where suspension is for non-payment of dues. A two-thirds (2/3) affirmative vote of those Directors present and voting shall be required for expulsion. "Good cause" shall be determined by the Board and may include, but shall not be limited to, violation of law or conduct tending to harm the reputation of the Association or the energy efficiency industry. On the question of expulsion, no accusing or accused member or representative shall be entitled to vote. Section 8. Reinstatement. The Board of Directors may, at its discretion, reinstate to full membership in the Association any member whose membership has been terminated for any cause, providing the member shall have eliminated the cause of suspension. Section 9. Good Standing. Any member who shall be in arrears in the payment of any installment of dues shall not be in good standing and shall not be entitled to vote as a member. Section 10. New Owner. In the event that a member business shall change ownership, the new owner shall make application for membership in accordance with the By-Laws. ARTICLE V DUES AND ASSESSMENTS Section 1. Dues. The expense of maintaining the Association shall be distributed among the members through dues and other income-producing activities. The Board of Directors shall approve all dues schedules by a majority vote of the Directors in attendance at any Board of Directors meeting. Section 2. Assessments. Reasonable assessments, in addition to any membership fees and dues, may be made to each active member by the Board of Directors upon determination that the financial condition of the corporation so requires. 6

Section 3. Budget. Prior to the beginning of each fiscal year, the Board of Directors shall instruct the Executive Director or Finance Committee to prepare a proposed budget covering the estimated receipts and expenditures for the coming year. The Executive Director or Finance Committee Chairman shall present this budget to the Board of Directors for consideration at the last regular Board Meeting held during the current fiscal year, to be submitted to the new Board for action. Section 4. Fiscal Year. The fiscal year for the Association shall begin on the first day of January of each year and end on the last day of December. ARTICLE VI BOARD OF DIRECTORS Section 1. Number and Categories. The business of the Association shall be managed by a Board of Directors which shall consist of the following: Two (2) members from each of the following categories: Energy Auditors Weatherization Contractors One (1) member from each of the following categories: Manufacturers Suppliers Dealers Lenders Two (2) members from the following category: At Large One (1) member from the following category: Chief Executive Officer Section 2. Term of Office. The members of the Association shall initially elect their Board members in the following manner to insure Board continuity: One from each of the following categories to a one (1) year term: Energy Auditor Supplier Dealer At Large One from each of the following categories to a two (2) 7

Weatherization Contractor Manufacturer Chief Executive Officer One from each of the following categories to a three (3) year term: Energy Auditor Weatherization Contractor Lender At Large Thereafter, all members of the Board of Directors shall be elected to three (3) year terms. Section 3. Election: Nominations Committee. The members of the Association shall elect the persons they wish to serve on the Board of Directors by a vote of those present at the Annual Meeting. Members must be present at the Annual Meeting in order to vote and no proxies shall be allowed. A Nominations Committee shall be appointed by the President of the Board at least thirty (30) days prior to the date of election of the Board of Directors for the purpose of recommending candidates. One or more candidates may be put forth by the Committee and nominations may be made from the membership at the time of the election. All candidates shall be placed on a single ballot sheet, and no person may be a candidate for more than one seat. Section 4. Eligibility. Persons eligible for election to the Board shall be those individuals who are members of the Association or designated representatives of corporate members of the Association. Alternate representatives of corporate members shall not be eligible for election to the Board. One who is elected to the Board by virtue of being the designated representative of a corporate member of the Association may continue to serve out his or her full term on the Board, notwithstanding the fact that he or she may no longer serve as the designated representative of a corporate member of the Association, provided that he or she continues to qualify for membership in the Association in the category which he or she represented as a member of the Board and provided further that he or she immediately applies for membership in the Association as an individual. Section 5. Absenteeism. Any member of the Board of Directors who shall be absent from two (2) consecutive regular meetings of the Board shall be deemed to have resigned from office as a member of the Board. Section 6. End of Term. Except in the case of resignations, members of the Board shall serve for the term elected and then until their successors have been elected and qualified. Section 7. Powers and Duties. The business and affairs of the Association shall be managed by the Board of Directors who shall exercise or direct the exercise of all lawful corporate powers. Such powers of the board shall be exercised in accordance with the Articles of Incorporation and the By-Laws of this corporation. The Board of Directors may make rules and regulations to govern its own proceedings or for the guidance of the officers and employees of the corporation in the transaction of the corporate business. It is hereby expressly declared that the Board of Directors shall have the following powers: (a) to select, designate and remove all officers, agents and employees of the corporation and to prescribe such powers and duties for officers, agents and employees as are consistent with law and 8

with the Articles of Incorporation and By- Laws of this corporation; (b) to borrow money and incur indebtedness for the purposes of the corporation and to cause to be executed and delivered in the corporation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, or other evidence of debt and securities thereof, and (c) to manage in such manner as said Board may deem best all funds and property, real and personal, received and acquired by the corporation, and to distribute, loan or dispense the same and/or the income and surplus therefrom. Section 8. Vacancies. A vacancy in the Board of Directors shall be deemed to exist upon the death, resignation or removal of any Director. Vacancies on the Board shall be filled by election by the Board of Directors. Each Director so chosen shall hold office for the balance of the unexpired term of his/her predecessor and until his/her qualified successor is elected and accepts office. ARTICLE VII MEETINGS OF THE BOARD OF DIRECTORS Section 1. Meetings of the Board of Directors shall be held at such time and place as may be designated by the Board or other person calling such meetings, as follows: (a) The Board of Directors shall meet at least four (4) times each year, in the Spring, Summer, Fall and Winter. One such regular meeting shall be conducted at the Annual Meeting of the Association. Notice of a regular meeting of the Board of Directors may be given at any previous regularly called meeting of the Board. The secretary may further give written notice of such regularly called meeting of the Directors by mail, but failure to give such notice shall not detract from the validity of a meeting so called. (b) The annual meeting of the Board of Directors may be held without notice at the annual meeting of the membership. (c) A special meeting of the Board of Directors may be called by the President or by a majority of the Board at any time by serving each member of the Board with a written notice by letter or wire at least five (5) days prior to the hour set for said special meeting. (d) Written notice shall be deemed to been given upon the date the notice is placed in the mail, postage prepaid, properly addressed to the Director at the address appearing in the corporate books. (e) Notice of the time and place of holding of any adjourned meeting need not be given if such time and place is fixed at the meeting adjourned. (f) Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. (g) A quorum at any regular or special meeting shall consist of a majority of the authorized number of Directors. 9

Section 2. Proxies. A member of the Board of Directors who is absent from a meeting may designate, in writing, another member of the Board to cast his or her vote by proxy. A Director voting by proxy shall not be counted in determining a quorum. ARTICLE VIII OFFICERS Section 1. Election. The Officers of the Association shall be elected by the Board of Directors. Section 2. Eligibility. A candidate for an elected office must have been a member of the Board of Directors for at least one year prior to election, except in the case of the first election of officers of the Board. Section 3. Balloting. Elections shall be by secret ballot. The candidate for an office who receives the most votes shall be declared elected. Three (3) tellers for each election shall be chosen by the President from among members of the Board who are not themselves candidates. The tellers shall announce only the winning candidate for each election. Section 4. Compensation. The officers shall receive no salary for their services. Section 5. Terms of Office. The Board of Directors, at a meeting held in conjunction with the Annual Meeting, shall elect from its membership persons to serve in the following offices for the following terms: President Vice President Secretary Treasurer

One (1) year term One (1) year term One (1) year term One (1) year term

Section 6. Installation. The Officers of the Association shall be installed and take office following the annual election of officers at the Annual Meeting. ARTICLE IX MEETING OF THE MEMBERSHIP Section 1. Annual Meeting. The annual meeting of the membership shall be held in the State of Maine within sixty (60) days of the end of the fiscal year at a place to be determined by the Board of Directors, and upon at least thirty (30) days' notice thereof to the membership. Section 2. Additional Meetings. General meetings of the membership may be held more frequently than annually at the discretion of the Board of Directors, at times and places to be determined by the Board of Directors, and upon at least 30 days' notice thereof to the membership. Section 3. Notice of Meetings. Notice of general meeting, other than an annual general meeting, of the membership shall be given to each member entitled to vote thereat, either personally or by prepaid mail addressed to such member at his/her address as appearing on the books of the corporation. Such notice shall 10

be mailed not less than 15 days prior to the date set for such meeting, shall specify the place, day and hour of the meeting, and shall state in general terms the nature of the business to be considered at such meeting. Section 4. Quorum. The members present at the commencement of a duly called meeting of the membership shall constitute a quorum. Section 5. Voting at Meetings. The persons entitled to receive notice of and to vote at any meeting of the membership shall be determined from the membership of the corporation on the date of mailing of the notice thereof. All active members in good standing shall have voting rights as hereinabove provided. Votes may be taken by voice, by show of hands, or by written ballot. Section 6. Parliamentary Procedure. Robert's "Rules of Order" shall be the parliamentary authority of this Association insofar as there is no conflict with the Association's Charter and By-Laws. ARTICLE X AMENDMENTS Section 1. Vote of Members. These By-Laws may be amended, supplemented or repealed by a twothirds (2/3) majority vote of members present at any meeting of the Association, provided the proposed change is submitted by mail to the last recorded address of each member at least thirty (30) days before the time of the meeting which is to consider the change. Section 2. Vote of Directors. These By-Laws also may be amended, supplemented or repealed by action of the Board of Directors by a two-thirds (2/3) vote of all the members of the Board, subject to ratification by the members either by a two-thirds (2/3) majority of the votes cast by mail ballot or by a twothirds (2/3) majority of members present in person at the next Annual Meeting. Section 3. Minute Book. Whenever an amendment or new By-Law is adopted, a copy shall be placed in the minute book with the original By-Laws in the appropriate place. If any By-Law is repealed, the fact of repeal and the date on which the repeal occurred shall be stated in such book and place. All members shall be promptly notified of any change in the By-Laws.

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