BYLAWS
AIR CONDITIONING CONTRACTORS ASSOCIATION – COASTAL BEND
ARTICLE I
NAME
1.1 This organization shall be known as the Air
Conditioning Contractors Association Coastal Bend, hereinafter
termed ACCACB. ACCACB is an affiliated Association of the Texas
Air Conditioning Contractors Association using the name ACCAT
and the National Air Conditioning Contractors Association using
the name ACCA.
ARTICLE II
LOCATION AND INCORPORATION
2.1 The location of the principle office of ACCACB
shall be determined by the Board of Directors of ACCACB.
2.2 ACCACB shall be incorporated as a, not-for-profit corporation
under the laws of Texas.
ARTICLE III
SCOPE
3.1 The scope of this Association shall be to
provide services to individuals, firms, and corporations who
may design, install, sell, service, repair, and maintain environmental
systems such as, but not limited to air conditioning, heating,
refrigeration, humidification, air purification, and ventilation,
and also to those who provide training for this industry.
ARTICLE IV
OBJECTIVES
4.1 The objectives of this Association are to
promote and protect the interests and welfare of the industry,
its members, the environment, and the public which it serves.
4.2 Specific objectives of this Association are:
4.2.1 Represent the interests of its members in matters of legislation
and regulation on state, local, and national levels.
4.2.2 Assist in the enactment of or revision of licensing laws
and codes of the state and local levels.
4.2.3 Assist in the training of design, installation, service,
and maintenance personnel.
4.2.4 Encourage and promote at the high school, trade school,
and college levels the employment challenges and opportunities
of the industry.
4.2.5 Encourage the education of the members in the economical
and profitable pursuit of the environmental systems industry
in accordance with sound business principles.
4.2.6 Encourage and help members in establishing and operating
programs.
4.2.7 Engage in any lawful and ethical activity in furtherance
of these objectives.
ARTICLE V
MEMBERSHIP
5.1 Contractor (Active) Membership shall be vested
in any individual, firm, or corporation located within the State
of Texas, which is engaged principally in the design, installation,
service, and maintenance of environmental systems. Active membership
shall be limited to contractors who hold a valid State of Texas
Air Conditioning and Refrigeration License. One member of the
firm or corporation shall be designated as its representative
and shall be entitled to hold office in this Association, vote,
and exercise all rights and duties of (Active) membership.
5.1.1 No prospective member shall be permitted to join the association
until his character, business ability and ethics have been considered
and has been recommended by a majority of the membership.
5.1.1.1 Members must not engage in “illegal or unethical
practices that relate to the fitness of the member to operate
a business”.
5.1.1.2 Members must not operate their business in a manner
that is in contravention of the purposes of the Association.
5.1.2 Approval of the nomination of a new member will be by
vote of not less than a majority of the active member, consisting
of a quorum.
5.1.3 All (active) contractor members of ACCACB must be (active)
members of TACCA and ACCA.
5.1.4 Associate Membership may be conferred upon any other person
or firm determined by the Board of Directors of ACCACB to have
an appropriate relationship to the air conditioning, heating,
ventilation, and refrigeration industry, including, but not
limited to, manufactures, wholesalers, utilities, etc., who
shall be admitted upon such terms and conditions and/or the
adherence or compliance with procedures determined by the Board
of Directors. Associate members will be entitled to a vote from
their board member.
5.1.5 Vocational Membership shall be available to full-time
/ part-time teachers, students, professional engineers, architects,
mechanical inspectors and other such individuals having interest
in the environmental systems industry. A vocational member shall
not vote nor hold office.
ARTICLE VI
APPLICATION FOR MEMBERSHIP
6.1 Application for membership in ACCACB shall
be made in writing upon the regular Membership Application Form
provided for that purpose and shall be accompanied by such fees
and dues as are currently required.
6.2 Applicants for ACCACB contractors membership must hold a
valid State of Texas air conditioning or refrigeration contractors
license.
ARTICLE VII
TERMINATION OF MEMBERSHIP
7.1 Any member for cause and at the discretion
of the association may be suspended or expelled from membership
and shall, for the period of suspension, forfeit all rights,
privileges, interests, and benefits of the Association.
7.1.0 Failure to meet the membership qualifications criteria
set forth by the Association, and failure to comply with the
Association’s Code of Ethics.
7.1.1 Suspension or expulsion of a member shall require a two-thirds
vote of the Board of Directors present and voting at any special
called meeting for the purpose, provided that such member has
duly accorded opportunity for a hearing by the Board of Directors
on the issues raised and provided further notice of such hearing
together with the reasons therefore have been said member by
registered mail to his last known address not less than thirty
days prior to such hearing.
7.2.0 Failure to pay dues or keep account in good standing within
the time limit set forth on these By-laws and as determined
by the Board of Directors.
7.2.1 A member is subject to be dropped from membership if the
member fails to attend or is not represented at least for meetings
each year.
7.2.2 Willful violation of any section of these Bylaws.
7.2.3 Actions inconsistent with the nature, objectives, or services
of this Association.
7.2.4 Any proof of violation of any code or trade practice or
standards of ethical business practice subscribed to by the
industry and/or the Association.
7.2.5 Any proof of violation of the Texas Department of Licensing
Rules and Regulations.
7.2.6 Prohibits members from advertising or otherwise promoting
their businesses in a manner that is “false or misleading”.
7.2.7 Prohibits members from engaging in “illegal or unethical
practices that relate to the fitness of a member to operate
a business”.
7.2.8 Prohibits members from operating their business in a manner
that is in “contravention of the purposes of the Association”.
7.2.9 Limits the provision’s applicability to “material
infractions of the Licensing Rules & Regulation that relate
to the fitness of the member to operate a business”.
7.3 Termination of membership either by resignation or expulsion
shall be communicated in writing of such termination and be
given within thirty days of said termination.
ARTICLE VIII
DUES AND ASSESSMENTS
8.1 All dues will be payable on October 1 of each
year or as agreed upon.
8.2 Any members whose dues become more than sixty days in arrears
shall be deemed to be delinquent and membership may be suspended
at the discretion of the Board of Directors.
ARTICLE IX
OFFICERS
9.1 The Officers of this Association shall consist
of (a) the Immediate Past President, President, Vice President
and Secretary/Treasurer, who shall be elected at the business
meeting on the third Thursday in November. Their term of office
will be for one year. With the exception of the President each
officer shall be responsible for one of the following divisions:
Membership, Advertising, Fund raising, Bylaws, and Associate
Members.
9.2 All officers of this Association shall be (active) members
of the Air Conditioning Contractors of America (ACCA).
9.3 The President shall have general supervision over all the
affairs of the Association, shall be the presiding and Executive
Officer of all meetings, Chairman of the Board of Directors,
and shall appoint all Committees and their chairmen, subject
to the By-laws of this Association. He shall be ex-officio member
of all committees.
9.4 The Vice President shall relieve and assist the President
in all matters of Association administration, and shall perform
such special assignments as may be requested by the President.
9.5 The Secretary shall oversee the recording the minutes of
all meetings, and the minutes shall be kept in file. The minutes
of the preceding meeting shall be available at all regular meetings
and corrected, if necessary, and approved by the members.
9.6 The Treasurer shall oversee the custodianship of all funds
of the Association and be responsible for developing and maintaining
the necessary procedure for the financial control of Association
Business and for the safe-guarding of its assets.
9.6.1 The Treasurer shall monitor the payment of all funds of
the Association for authorized expenditures in accordance with
resolutions of the Board of Directors.
9.6.2 The Treasurer shall at all times have access to the books
and files of accounts kept by the Executive Director.
9.7 In the event of a vacancy existing in either the office
of Vice President, Treasurer/Secretary the Board of Directors
at their next official meeting shall elect (from among their
numbers) a successor to such office.
9.8 The Immediate Past President shall serve as Chairman of
the Nominating Committee.
ARTICLE X
BOARD OF DIRECTORS
10.1 The Board of Directors of the Association
shall consist of seven members. This will include the Immediate
Past President, Vice President, Secretary/Treasurer, and three
members of good standing.
10.1.2 No Director shall serve more than two consecutive elected
terms in the same office.
10.1.3 The President shall call a meeting of the Board of Directors
whenever in his judgment it is advisable to do so.
10.1.4 The President shall call a meeting of the Board of Directors
whenever so requested in writing by six or more Directors, within
thirty days from the receipt of such request.
10.1.5 A simple majority of the Directors present and voting
at a duly continued meeting of the Board shall be sufficient
to approve any issue or proposal brought for consideration to
the Board.
10.1.6 All Board of Directors meetings shall be open to all
members of ACCACB.
10.1.7 Between meetings of the Board of Directors, any questions
may be submitted to the Board for ballot by fax, mail or telegram,
as occasion arises. The vote of a majority of the Board of Directors
received in like manner shall have the same effect as a vote
at a meeting of the Directors.
10.1.8 Should any Director absent himself from three consecutive
meetings of the Board of Directors or fail to perform the duties
of his office, his office shall be deemed vacant.
ARTICLE XI
ELECTION OF OFFICERS AND DIRECTORS
11.1 The annual election to fill vacancies caused
by then expiring terms of office of members of the Board of
Directors shall be held by ballot each year on the third Thursday
of November.
11.2 At least thirty days before the meeting, the President
shall appoint a Nominating Committee consisting of two members
of the Board of Directors in addition to the Immediate Past
President who shall serve as Chairman.
11.3 The Nominating Committee shall then nominate a slate of
candidates to fill vacancies on the Board of Directors.
11.4 The report of the Nominating Committee shall be distributed
to the membership.
11.5 Other nominations will be accepted if endorsed by no less
than ten written seconds of (Active) Members in good standing,
with the acceptance by nominee.
11.6 Officers elected will take office January 1.
ARTICLE XII
EXECUTIVE DIRECTOR
12.1 The Executive Director shall be employed
by the Board of Directors and shall have such corporate powers
as may from time to time be designated by the Board of Directors.
12.2 The Executive Director shall have charge of the books and
papers and correspondence of the Association. He/She shall send
out all bills, connect all monies due the Association.
12.3 The Executive Director shall be the business representative
of the Association, subject to and under immediate control of
the President. The president shall select and supervise any
assistance that may be required to conduct the business of his/her
office properly, subject to the Board.
ARTICLE XIII
MEETINGS
13.1 The Association shall meet regularly on the
third Thursday of each month at a designated time. The Board
of Directors shall meet on the same day. Meeting place shall
be designated by the officers of the Association.
13.2 The President shall call special meetings with a three
day notice, or with the consent of the Board of Directors, on
shorter notice.
13.3 A quorum at any business meeting shall consist of no less
than seven active members or their representatives.
13.3.1 A quorum at a Board of Directors meeting shall consist
of no less than four members.
13.4 Voting on proposals at a meeting shall be by voice or secret
ballot. Method of voting shall be determined by a majority vote
of the members present.
13.4.1 Each member or their Proxy shall be entitled to one vote
on each ballot.
13.4.2 Members who are unable to attend a business meeting may
designate an official proxy to act in their behalf.
13.5 To be valid, a proxy must be headed “Proxy”,
state the date executed, state the date of the meeting for which
it is given, state the name of active member to whom it is given,
and be signed by the active member giving the proxy.
13.5.1 Upon arrival at the meeting, delegates holding proxies
shall file with the Secretary their official proxies for verification
and approval.
13.6 Robert’s Rules of Order shall prevail at all meetings
of the members and of the Board of Directors.
ARTICLE XIV
FISCAL YEAR
14.1 The Association’s fiscal year will
be based on a regular calendar year (October 1 to October 1)
ARTICLE XV
REVIEW
15.1 There shall be an annual review of the Association
assets and liabilities. This review will be made by the newly
elected officers within fifteen days of entering office.
15.1.2 Any errors or discrepancies discovered will immediately
be brought to the attention of retiring officers who will clarify
and or make such corrections as might be necessary.
15.1.3 A report of the final corrections and adequacy of such
records, as determined by this review and examination, will
be made recorded in the minuets of the second meeting at which
the new officers preside.
ARTICLE XVI
AMENDMENTS
16.1 These Bylaws may be altered, amended, or
repealed and one or more new Bylaws may be adopted by the affirmative
vote of two-thirds of the Board of Directors or by the affirmation
vote of two-thirds of the votes represented at a meeting of
the Association at which a quorum is present and voting. Notification
of such Bylaws alteration, amendment, or repeal shall be given
in writing at least thirty days prior to such proposed action
to all ACCACB Members.
16.2 At a regularly scheduled Board of Directors meeting, these
Bylaws may be altered, amended or repealed and one or more new
Bylaws may be adopted without the thirty day prior written notice
provided two-thirds of the members of the Board of Directors
vote in the affirmative.
16.3 The President shall appoint a bylaws committee.
