ARTICLE I - NAME
ARTICLE II - PURPOSE AND SCOPE
ARTICLE III - MEMBERSHIP
ARTICLE IV - MEETINGS OF MEMBERS
ARTICLE V - STATEMENTS OF POLICY
ARTICLE VI - SPECIAL COMMITTEES
ARTICLE VII - OFFICERS
ARTICLE VIII - BOARD OF DIRECTORS
ARTICLE IX - EXECUTIVE DIRECTOR
ARTICLE X - DUES
ARTICLE XI - BILLS, NOTES, ETC.
ARTICLE XII - FISCAL YEAR
ARTICLE XIII - PAYMENTS
ARTICLE XIV - VOTING
ARTICLE XV - RULES OF PROCEDURES
ARTICLE XVI - AMENDMENTS
ARTICLE XVII - INDEMNIFICATION
2842 Main Street, #259
Glastonbury, CT 06033
As Amended: 1/18/84 -- 2/8/73 -- 1/16/81 -- 3/31/87 -- 10/23/90 -- 1/19/99 – 2/16/12
The name of this association shall be “THE CONNECTICUT HEATING & COOLING CONTRACTORS ASSOCIATION, INC.”
Section 1. The Association shall be organized as a non-stock corporation pursuant to Section 33-1000, et seq. of the Connecticut General Statutes. The purpose and scope of the Association shall be as follows:
(a) To strengthen and further trade relations with the State and Federal Government, Municipalities, Architects, Engineers, Suppliers, Contractors, Related Trade Associates, Building Owners, and the public at large.
(b) To attract and train necessary manpower using all available State and Federal programs for apprentice training.
(c) To advise and consult with all government agencies to keep membership advised of changes in regulations and to represent the Association at all levels of government.
(d) To review and establish quality standards and procedures to provide a source of technical and operating information for the benefit of members.
(e) To exercise any and all powers provided under Section 33-1036 and 33-1037 of the Connecticut General Statutes; provided, however, that this Association shall be a non-profit organization, and shall not engage in any profit-making ventures. No part of the earnings of the corporation shall insure to the benefit of any member, Director or Officer. In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member, Director or Officer shall be entitled to any distribution or division of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed, subject to the laws of this State, exclusively for the purpose within the intendment of Section 501(c) of the Internal Revenue Code of 1954 and its Regulations as the same now exist or as they may be hereafter amended from time to time.
Section 1. Membership in the Association shall be open to the following types:
All applicants must be approved by a majority vote of the Board of Directors.
Section 2. Each regular or associate member shall have one (1) vote in the Association. Each member company shall appoint one representative whose name shall be recorded with the Executive Director. The contractor may name an alternate representative, but the alternate’s name must be filed with Executive Director in writing prior to voting.
Section 3. Membership in the Association may be terminated at any time by a majority vote of the Board of Directors for failure to pay dues; for change in status; for other causes deemed to be in opposition to the objectives and interests of the Association. Such action shall become effective 30 days from the date of termination.
An open hearing before the Board of Directors will be granted to any such member, at his request, within the 30-day period to show cause why such action should not be taken.
Section 1. Regular Meetings. The regular meetings of the Association will be held at least six (4) times per year. The first meeting in the calendar year will be the annual meeting.
Section 2. Notice and Place. The Secretary will advise all members by mail or equivalent electronic media of the date, place and time of all regular meetings. Said notice shall be delivered not fewer than ten (10) nor more than sixty (60) days before the meeting date, to all members of record, and shall include a description of the purpose or purposes for which the meeting is called.
Section 3. Special Meetings. Special meetings may be called by a majority of the Board of Directors or by a request of 33% of the members at any time. Notice of any special meeting shall be given to the members in accordance with Article IV, Section 2, above.
Section 4. Quorum. Unless otherwise required by the Association’s Certificate of Incorporation, at any regular meeting 25% of the total membership shall constitute a quorum. Unless otherwise required by the Association’s Certificate of Incorporation 10% of the total membership shall constitute a quorum at any special meeting.
Section 1. Only the President of the Association may issue statements of a policy nature on behalf of the Association without majority approval of the Board of Directors.
Section 2. It is the undeviating policy of the Association to comply strictly with the letter and spirit of all federal, state and applicable international trade regulations and antitrust laws. Any activities of the Association, or actions of its staff, officers, directors or members which violate these regulations and laws are detrimental to the interests of the Association and are unequivocally contrary to Association policy.
Section 3. All Association activities or discussions shall be avoided which might be construed as tending to (1) raise, lower or stabilize prices; (2) regulate production; (3) allocate markets; (4) encourage boycotts; (5) foster unfair trade practices; (6) assist in monopolization; or in any way violate federal, state or applicable international trade regulations and antitrust laws.
Section 4. Any member, officer, director, or employee participating in conduct contrary to the Association antitrust compliance policy as determined by a two-thirds majority vote of the Board of Directors shall be subject to disciplinary measures up to and including termination.
Section 5. It is the established policy of this Association, as set forth in the Association’s Code of Ethics dated September 18, 1979, to urge all members to practice affirmative action and the principles of equal opportunity with no discrimination of employment on the basis of sex, race, creed or color.
Section 1. Six standing committees are established
Other committees may be appointed as required by the Board of Directors or the President. Chairpersons of all committees shall be appointed by and serve at the pleasure of the President with the approval of the Board of Directors during their respective terms of office.
Section 1. The officers of the Association shall be:
(c) Vice President
Section 2. Eligibility. Only regular members whose names have been filed with the Executive Director as representatives or alternate representatives, as provided in Article III, Section 3 hereof, shall be eligible to hold the office of President, President-Elect or Vice President.
In like manner, any associate member so registered is eligible for any other office.
Section 3. Election of Officers. All officers shall assume their duties immediately after the Annual Meeting for a term of two (2) years or until a successor is duly elected.
Section 4. Removal of Officers. Any officer may be removed by a super majority (75%) of the sitting Board of Directors for lack of performance and or a violation of the code of ethics.
Section 5. Vacancies. Should any office become vacant, the Board of Directors shall fill such vacancy for the unexpired portion of the term. Any officer or member of the Board of Directors leaving his or her company during his or her term of office shall continue in office at the discretion of the Board of Directors or for no longer than the remainder of the calendar year.
Section 6. The duties and powers of the officers shall be as follows
President: The President shall preside at all meetings of the entire membership and Board of Directors. He shall present at each regular meeting of members a report of the condition of the Association. He shall cause to be called regular and special meetings of the entire membership in accordance with these by-laws. He shall sign all proper notes, drafts, warrants, or bills of exchange or other orders for the payment of money in the absence or incapacity of the Treasurer. He shall be a co-signer with the Treasurer of the Association’s checking account. He shall see that books, reports, statements and certificates are properly made, kept and filed as required by law. He shall make and sign all contracts and agreements in the name of the Association, except those contracts and agreements which the Board of Directors may from time to time authorize the Executive Director to make and sign. He shall enforce these by-laws and perform all the duties incident to the position and office and which are required by law. The President shall monitor the activities of the Association’s Committees. Upon assuming office, the President shall appoint a Secretary and Treasurer subject to Board of Directors approval by majority vote.
President-Elect: During the absence and inability of the President to render and perform his duties or exercise his powers as set forth in these by-laws, the same shall be performed and exercised by the President-Elect; and when so acting, such President-Elect shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon the President. The President-Elect shall, in addition, be actively involved with the Legislative activities of the Association, including the Government Affairs Committee and its Lobbyist.
Vice-President: The Vice-President shall assume the duties of Program Chairman for the Association and work with the Executive Director in obtaining and producing suitable programs for all membership meetings and events. The Vice President shall, in addition be actively involved in a standing committee of choice.
Secretary: The Secretary shall keep the minutes of the meetings of members and of the Board of Directors in appropriate books. He shall give and serve all notices required by these by-laws and ordered by the Board of Directors. He shall be custodian of the records and of the seal, and affix the latter when required. He shall exhibit at all reasonable times his books and records to any member of the Association upon application at the office of the Association during regular business hours.
Treasurer: In conjunction with the President, the Treasurer shall have the care and custody of and be responsible for the funds and securities of the Association. He shall exhibit at his books and accounts to any member of the Association upon request at a subsequent general meeting of the Association. He shall render a statement of condition of the finances of the Association at each regular meeting of members and of the Board of Directors, and at such other times as shall be required of him, and a full financial report at each annual meeting of the members. He shall keep available at all times for examination by any member, correct books of account of all its business and transactions and such other books of account as the Board of Directors may require. The treasurer shall be bonded at the expense of the Association in an amount sufficient to cover annual total income from membership dues and such other income that may be forthcoming on an annual basis.
Section 7: Progression of Officers: Vice President to President Elect to President
Section 1. Number. The affairs and business of the Association shall be managed by a Board of Directors consisting of the officers named in Article VII hereof, and additional members elected at large at each Annual Meeting to a maximum of twelve.
Section 2. Director Seats shall be:
(a) Five seats to be filled by the Officers
(b) One seat for immediate Past President
(c) Remaining seats to be filled up to six additional of the Directors at large.
Section 3. Duties. The Board of Directors shall have the control and general management of the affairs and business of the Association. Such Directors shall in all cases act as a Board, regularly convened by a majority. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Association as they may deem proper, not inconsistent with these by-laws and the laws of the State of Connecticut.
In addition to the above stated duties:
Past President: Provide transitional support to the newly elected President.
Section 4. Meetings. Regular meetings of the Board of Directors shall be held no less than four times per year and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or Secretary upon the written request of 25% of the Sitting Directors. Any member in good standing may attend regular meetings of the Board of Directors.
Section 5. Notice of Meetings. Notice of meetings, other than regular meetings, shall be given by service upon each Director in person, or by mailing to him at his last known post office address, or via equivalent electronic media at least three (3) days before the date therein designated for such meeting, including the date of mailing, of a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting; and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting at which every member of the Board of Directors shall be present, although held without notice, any business may be transacted which might have been transacted if the meeting had been duly called.
Section 6. Order of Business. The order of business at all Board of Director’s meetings shall be as follows:
(a) Roll call (sign in)
(b) Agenda Review
(c) Reading of minutes of preceding meeting
(d) Treasurer’s Report
(e) Reports of committees
(f) Old Business
(g) New Business
- Directors Reports
- Approval of New Members
Section 7. Quorum. At any meeting of the Board of Directors, two thirds of the Board shall constitute a quorum for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time, not more than five (5) days later.
Section 8. Voting. At all meetings of the Board of Directors, each director shall have one vote. All matters shall be decided by a vote of the majority of those attending and entitled to one vote. In the case of a tie vote, the President or presiding officer shall have the deciding vote.
Section 9. Terms of Office. Each Director shall be elected to serve a term of (2) years and may be nominated and elected for additional terms.
Section 10. Attendance. Directors and officials who may be absent without notice for two consecutive Board meetings shall be required to report to the Board of Directors in person or in writing at the next regular meeting to show cause why the position should not be considered vacated.
Section 11. Vacancies. Should a place on the Board become vacant, the Board of Directors shall fill such vacancy for the unexpired portion of the term.
The Board of Directors may employ an Executive Director, who shall administer the affairs of this Association at the direction of the Board of Directors. He shall be available for the proper needs of the officers of this Association as set forth in these by-laws. The compensations of the Executive Director shall be determined by the Board of Directors. The Executive Director shall be an ex-officio member of the Board of Directors.
Section 1: Dues per annum shall be determined by the Board of Directors and approved by affirmative vote of two-third (2/3) of the members present at the next general membership meeting of the Association.
Any special assessments will be recommended by the Board of Directors and must be approved by a majority of the members attending a special meeting or the next membership meeting of the Association.
Section 2. Any member failing to pay dues as may be prescribed by the Board of Directors, shall be notified of such default by the Executive Director and or President who shall report such delinquency to the Board of Directors, who may drop such delinquent member from the roll of members, where upon its membership and all privileges thereof shall cease.
All bills payable, notes, checks or other negotiable instruments of the Association shall be made in the name of the Association and shall be signed by the Executive Director and the President or Treasurer. No official or agent of the Association, either singly or jointly with others, shall have the power to make any bills payable, notes, checks, drafts, warrants or other negotiable instruments or endorse the same in the name of the Association or contract or cause to be contracted any debt or liability in the name or in behalf of the association, except as herein expressly prescribed and provided. All Association expenses exceeding 1,200.00 shall require the prior approval of the Board of Directors.
The fiscal year of the Association shall be from January 1 to December 31.
No officer described in Article VII and no director shall receive any payment or remuneration for any services rendered to the Association in such capacity, but may be reimbursed for necessary and proper traveling expenses incurred after approval by the Board of Directors. The provisions of this section are not intended to apply to the Executive Director or to members who may be employed for specific training or consulting services.
At all meetings of the entire membership, all matters shall be decided by vote of a majority of those attending and entitled to vote (except as provided in Article XVII hereof). All voting shall be by voice unless a written ballot is requested by at least ten percent (10%) of those attending and entitled to vote, in which event it shall be written ballot.
In all instances not covered by these by-laws, Robert’s Rules of Order Revised shall apply in all questions of procedure and parliamentary law.
These by-laws may be altered, amended, repealed or added to by the affirmative vote of two-thirds (2/3) of the members present at any annual, mid-term or special meeting, provided that written notice of such alteration, amendment or changes which are proposed to be made shall be mailed to each member of the Association at least thirty (30) days prior to such meeting.
The Association shall indemnify its officers and directors to the fullest extent allowed under Section 33-1116, et seq. of the Connecticut General Statutes.