ARTICLE I NAME LOCATION AND SEAL Section 1. Name: The name of the Association shall be "Central Florida Roofing & Sheet Metal Association". Section 2. Location: The location of the principle office shall be established by the Board of Directors. Section 3. Seal The Board of Directors shall provide a seal, which shall be in circular form. ARTICLE II OBJECTIVES Section 1. The objectives of the Association shall be as follows: A) To develop the roofing, sheet metal, water-proofing, roof deck and roof system Contracting businesses, and to improve the interest and welfare of its members. B) To establish and secure the use of a superior quality of materials and workmanship and by better public service to contribute to the advancement of the industry in all of its branches. C) To promote harmonious relations between the members and their employees. D) To obtain and make available pertinent data and information relative to the industry. E) Generally to secure to its members the benefits of cooperation and furtherance of their legitimate pursuits. ARTICLE III MEMBERSIIIP Section 1. Classes of Memberships. A) Active Members. Active members shall constitute the voting body of the Association. Each active member shall have one vote. l) Established and licensed roofing. sheet metal, roof deck and roof systems contractors in the State of Florida who are engaged in the application of roofing. sheet metal, water-proofing, roof decking and other roof systems, are eligible for active membership in the Association. 2) Any firm or individual engaged in the manufacturing and/or supplying of materials, equipment or services used by the roofing, sheet metal. roof deck and/or roof systems contractors ofthis corporation shall be eligible for active membership in the association. Firms or individuals engaged in the design, specification, inspection or consultation regarding roofing, roof decking. and roof systems are eligible for active membership. 3) Upon Acceptance active membership shall be granted to a company, a corporation or an individual engaged in the roofing contracting business as defined in Article III, Section I (A) 1 or to a company or corporation engaged in the manufacturing and/or supplying business as defined in Article III, Section I (A) B) Honorary Members. Honorary membership may be voted by majority vote of the Board of directors for such time and with such privilege as the Board may determine. C) Associate Members. Firms, individuals or institutions desirous of being associated with the Central Florida Roofing and Sheet Metal Association as industrial/institutional associate members may do so upon approval of an application to the membership committee stating their purpose in seeking membership. 1) Associate Members shall have ONE vote. 2) Dues, benefits, privileges and obligations ofthe associate member shall be determined from time to time by the Board of Directors. Section 2 Application. Firms or individuals as defined in Article III, Section I. A) I or 2 shall not be required to submit an application for membership. MEMBERSIDP IS TO BE DETERMINED BY THE MEMBERSHIP COMMITTEE, BOARD OF DIRECTORS AND OFFICES THE DECISION OF THE GROUP IS FINAL. Section 3 Termination of Membership. Membership in the Association may cease upon lapse of three months delinquency in payment of annual dues, withdrawal of the member from active participation in the industry, or by affirmative vote ofa majority of the membership. Membership may be terminated or suspended when a members behavior is deemed inappropriate and noncongrous with the objectives towards this Association. ARTICLE IV REVENUE Section 1. The revenue of the Association shall be derived from dues of members and such other sources as designated by the Board of Directors or the membership committee. Section 2. The dues for all classes of membership shall be established by the Board of Directors. Section 3.The fiscal year of the Association shall be from January I to December 31. Section 4. The treasurer of the Association is directed to open an account with a Federally Insured Banking Institution and to deposit therein all funds ofthe corporation. All drafts, checks, and notes of the Association, payable on said account shall be made in the name of the Association, signed by the President and the Treasurer. Section 5. A monthly treasurers report is to be issued at the general membership meeting. ARTICLE V OFFICERS Section 1. Officers. The elected officers shall be. President, Vice President, Secretary and Treasurer. The term of each officer shall be one year. Section 2. Qualifications. Each officer nominated shall be an active member, or an employee of an active member of the Association in good standing. More than one employee of an active member may serve on the Board as an officer. Section 3. Duties. A) President. The President shall be the chief executive officer of the association, shall have general and active management of business and affairs ofthe Association subject to the directions ofthe Board of Directors and shall preside at all meetings of members of the Association, and the Board of Directors. The President shall also have the responsibility to appoint committees not otherwise provided for in these By-Laws. B) Vice-President. In the absence or removal of the President. The Vice President shall serve as President of the Association. C) Secretary. The Secretary shall have custody of and maintain all of the corporate records except the financial records; shall record the minutes of all meetings and the members of the Association and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President. D) Treasurer. The Treasurer shall have custody of all ofthe Associations funds and financial records, shall keep an accurate account of receipts and disbursements and render accounts thereof at the annual meetings of the Association and whenever else required by the Board of directors or the President. Section 4. Removal of Officers and Their Assistants. An officer or assistant officer Elected by the members of the Association, including the Treasurer, may be removed by the members of the Association upon the affirmative vote of fifty one percent (51 %) of members entitled to vote. ARTICLE VI BOARD OF DIRECTORS Section I. Qualifications, Terms and Number. The Board of Directors shall consist of not more than 4 existing officers and the most recent past President. Their term of office shall be for one (I) year or until their successors are elected. To be eligible for election to the Board of Directors, a representative must be from an active member firm in good standing. Section 2. Powers. The elected officers and Directors shal1 constitute the full Board of Directors, performing such duties and exercising such powers as are delegated to them in these By-Laws. The Board may adopt such policies and take such action not inconsistent with these By-Laws for the Government of the Association and its members and the Board may deem proper. Section 3. Committees. From time to time as the Board deems proper, the Board of Directors may authorize the designation of a committee. Concurrent with the designation of a committee, the Board of Directors shall appoint a chairman to this committee. ARTICLE VII ELECTIONS Section 1. Nominations. The elected officers and directors shall be received from any active member in good standing from the floor just prior to the election of the officers and directors. Any member nominated for the position of an officer or a director shall be an active member, or an employee of an active member, in good standing of the Association and shall be further so qualified as specified in these Bylaws. Section 2. Elections. The election of officers and directors shall take place at the meeting of all members of the Association in November. Officers shall be elected by a majority of all votes cast. Directors shall be elected by a plurality vote. Election may be by a viva vote with One vote per company. Section 3. Succession of Officers. The term ofthe President shall be for one year. The Vice-President shall serve a one-year term and shall automatically succeed to the Presidency. The Secretary shall serve a one year term and shall automatically succeed to the Vice-Presidency. The Treasurer shall serve a one-year term and automatically succeed to the Secretary. At the first election following adoption ofthis section, a Treasurer shall only be nominated and elected pursuant to Article VII, Sections 1 and 2 respectively. ARTICLE VITI INSTALLATION AND VACANCIES Section 1. Installation. Officers and directors elected by the members or the Association or succeeding to office punuant to article VII, Section 3, shall assume the duties of office January I st immediately following their election or succession. Section 2. Vacancies. ID the event of the absence, incapacity or death of the President, the Vice-President shall serve as active President. The Board of Directors shall fill a vacancy in anyone ofthe other offices of the Association by a two-thirds vote. Vacancies in the Board of Directors shall remain vacant until the following election. ARTICLE IX MEETINGS Section 1. Monthly. Monthly meetings of the Association shall be held on the 3rd Tuesday at such place and times and of duration as may be determined by the officers or the Association. Any matter coming before the members of the association at a monthly meeting attended by a quorum may be voted on and if approved, considered an action of the Association. Section 2. Special. Special meetings of the members of the Association shall be called by the President on written request of the four members of the Board of Directors or thirty percent (30%) of the membership in good standing. Member shall have at least seven (7) days notice of any special meeting and the call shall state the object thereof. Section 3. Directors. The Directors shall meet in advance ofthe meeting of the members of the Association. Section 4. Quorum. Thirty-Five percent (35%) of all members in good standing shall Constitute a quorum for the transaction of business at any meeting of the members of this Association, but not less may meet and adjourn from time to time. Fifty-One percent (51 %) of all Directors and Officers shall constitute a quorum for the Board of Directors. Section 5. Notice. It shall be the duty of all members to keep on me with the Secretary of the Association an address to which all notice required by the minutes, ByLaws and rules and regulations of the Association may be sent. The mailing of any such notices or any regular or special meeting to such last known address shall be sufficient and conclusive notice upon such member. ARTICLE X COMMITTEES Section 1. Members. Unless otherwise provided in these By-Laws the President of the Association shall appoint a Chairman of each committee. The Chairman of each committee shall be responsible for the appointment of members to each committee. Section 2. Budget and Finance Committee. The Treasurer of this Association shall be the Chairman of this committee. This committee shall review the current financial statement ofthe Association and set up a budget to cover the operation ofthe association during the nest fiscal year. This committee shall submit a report to the Board of directions by November of each year. The budget and Finance Committee shall also have the power to recommend to the Board of directors if it is necessary for the Association to hire either full-time or part-time employees. Section 3. Membership Committee. It shall be the duty of the Membership Committee to obtain qualified members for this Association. Furthermore, this Committee shall be responsible for the review and subsequent approval or disapproval of all applications submitted by prospective associate members. Section 4. Code and Licensing Committee. It shall be the duty and responsibility of the Code and Licensing Committee to enact various codes on the local, state and federal level to further the legitimate pursuits of this Association. The Code and Licensing Committee shall also be responsible for code enforcement as necessary. Section S.Other Committees. Other Committees may be designated as provided in Article VI, Section 3, by the Board of Director, Officers or a majority of the members of this Association. Section 6. Meetings. Unless designated in these By-Laws, each Committee of the Association may meet from time to time as required by its Chairman. Section 7. Advisory Counsel. The Advisory Counsel shall be made up of past presidents. The Immediate Past President shall be chairman of this committee. This committee is to assist the Board of Directors in planning and operating this association. ARTICLE XI SALARY AND COMPENSATION Section 1. Salary. The Officers and Directors of the Association shall not receive any salary or compensation for their services towards the Association. Section 2. Reimbursement for Expenses. Officers shall be reimbursed for expenses they incur for the general welfare of the Association or for the furtherance of the Associations goals. It shall be the preferred method that prior approval be obtained from the Board of Directors prior to any expenditure being borne by any Officer. But in recognition of the fact that this prior approval may be impractical, any Officer will be reimbursed for any justified and valid association expense up to fifty dollars ($50.00) per expenditure upon submission to the Treasurer of Documented receipt itemizing each expenditure. ARTICLE XII AMENDMENTS All amendments or additions to these By-Laws shall be proposed in writing or verbally by any active member at the general membership meeting. A two-thirds vote for all present shall be necessary for their adoption. ARTICLE XIII PARLIMENTARY AUTHORITY In all instances not covered by these By-Laws. Robert's rule of Order Revised shall apply in all questions of procedure and parliamentary law. ARTICLE XIV BOOKS AND RECORDS Section 1. Books and Records. This Association shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of it's members, Board of Directors and Committees. This Association shall keep a record of its members giving the names and addresses of all it's members. Any books, records and minutes may be in written form or in other form capable of being convened into written form within a reasonable time. Section 2. Members Inspection Rights. Any member of the association shall have the Right to examine, in person, by agent, or by attorney, at any reasonable time to times, for any proper purpose, the Association's relevant books and records of accounts, minutes and records of its member and to take extracts there from. ARTICLE XV Dissolution Section 1. The Association shall use its Funds only to accomplish the objectives and purposes specified in these By-Laws and no part or said funds shall ensure or be distributed to the members ofthe Association. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.