A not-for-profit Corporation organized under the laws of the State of Missouri.
Article I
Name and Headquarters
Section 1. NAME
The name of this organization shall be: Missouri Association of Building Officials and Inspectors
Section 2. HEADQUARTERS
The principal office of the Corporation shall be located wthin the State of Missouri. The board of Direcrors' may authorize additional offices, when required, by a unamious vote of the Board. Additional offices shalll not be required to reside within the State of Missouri.
A.To promote efficiency in public service generally, by the closer relationship of various building and fire officials and inspectors and by the cooperation of various departments of inspection throughout the State.
B.To edit, disseminate, publish, and distribute information to building, and fire officials and inspectors and the public, generally, concernong safety to life and property through proper construction and inspection by all such departments.
C.To establish an educational foundation for the benefit of th members of the organization and building officials and inspectors throughout the State of Missouri.
D.To function as a chartered chapter of Building Officials and Code Administrators International, Inc., and activly pursue policy and Building Codes that are beneficial to the Association an those persons or jurisdictions served by the membership.
E.To function as a chartered chapter of the International Code Council, and actively pursue policy and building codes that are beneficial to the Association and those persons or jurisdictions served by the membership.
SECTION 2. METHODS
A.The methods of attaining the purposes of this Association shall be by petitioning, by creating and fostering sentiment favorable to proposed legislation and by other lawful means.
ARTICLE III
Membership
SECTION 1. TYPES OF MEMBERSHIP
Membership shall be classified as the following:
Active, Associate, Honorary, Honorary Life, Retired and Participating
Section 2. Membership[ Certificate
Certificates representing membership in the Assocation shall be in such form as may be dertimined by the Board of Directors. Such certificates shall be signed by the President and the Membership Secretary and shall be sealed with the seal of the Associatoion. The name of the members recieving a certificate shall be inscribed theron and the certificate shall also show the date of issue.
Section 3. Active Membership
Section 4. Associate Membership
Section 5. Honorary Membership
Section 6. Honorary Life Membership
Section 7. Retired Membership
Section 8. Particiapating Membership
ARTICLE IV
Board of Directors
Section 1. GENERAL POWER AND MEMBERSHIP
The power, authority, and management of this Association and the affairs thereof shall be vested in the Board of Directrs, Which shall consist of the six elected officiers and the immediate past president an six elected Directors
Section 2. ROBERT RULES OF ORDERS
All official functions of this Association shall be conducted in accordance with Roberts Rules of Order, and the Executive Secretary shall produce the document upon request.
Section 3. Term of Office
The term of office of the elected Directors shall be two years. All terms of office shall begin on the first day of October following the annual election. The term of three elected Directors shall expire in odd numbered calender years. The term of three elected Directors shall expire in even calender years. Directors shall be eligble for re-election at the expiration of thier term but no director may serve more than three sucessive terms in a given position but may again be elected after one year out of office. Only active members in good standing shall be eligble for qualification to serve as a Director.
Section 4. Regular meetings
Regular meetings of the Board of Directors shall be held without other notice than these bylaws at the time and location agreed upon by the Board of Directors. The Board of Directors may provide the time and place for holding of additional regular meetings of the Board of Directrors without notice.
Section 5. Special Meetings
Special meetings of the Board of Directors may be called by the President or at the request of the person or persons authorized to call special meetings of the Board of Directors.
Section 6. Notice
Notice of any specific meeting of the Board of Directors shall be given at least ten days previously thereto and may be delivered personally or mailed to the Board Member's business or home address. If mailed, such notice shall be deemed to be dilivered when deposited in the United States mail in a sealedenvelope so addressed with postage thereon prepaid. Any member of the Board of Directors may waive notice of any meeting. The attendance of a Board Member at any meeting shall constitute a waiver of notice of such meeting except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice of waiver of notice of such meeting.
Section 7. Quorum
A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 8. Manner of Action
The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise specified in these bylaws.
Section 9. Compensation
The Board of Directors of this Association shall be compensated for necessary expenses for clerical assistance, meeting expenses, printing, postage, corrospondance, and other communications with members, officers, and committees as well as travling expenses of Board Members when required to perform any duties away from home with prior approval of the Board of Directors. The Board of Directors shall publish an itemized list of all reimbursed expenses in the organization's newsletter semi-annually.
Section 10. Vacanies
Any vacancy created by removal or resignation of a Director shall be filled by the Board at any meeting of the Board of Directors upon nomination by the President. A member appointed to fill a vacancy shall be appointed to serve the unexpired term.
Section 11. Removal of any Board Member
Any elected or appointed Board Member may be removed by two-thirds vote of the members present at a special meeting of the Board of Directors and confirmed by a simple majority of the voting membership at a special meting, whenever, in thier judgement, the best interest of the Association will be served thereby.
Section 12. Absences
A Director shall be responsible for arrending regularly scheduled meetings of the Board of Directors, and shall be accountable for those meetings missed. Any Director who fails to call the President or his designee and report, in advamce, thier inability to attend an upcoming meeting shall be deemed to be excused, and, further, any Director that has more than two unexcused absences within the fiscal year shall be considered to have resigned, and the unexpired portion of thier term sghall be appointed in accordance to these bylaws. Any Director that accumulates five absences during thier term shall automatically resign and forfeit thier position and the unexpired portion of thier term shall be appointed in accordance to these bylaws
Section 13. Conflict of Interest
Any member of the Board of Directors shall be required to inform the President in the event that any action, vote, transfer of monies, or other activity constitutes a conflict of interest by invoving the Officer or Director either directly or indirectly in a personal or job related manner. Said Officer or Director shall recuse himself/herself from the activity in which the conflict arises.
Article V
Officers
SECTION 1. ASSOCIATION OFFICERS
The officers of the Association shall be President, Vice-President, Executive Secretary, Recording Secretary, Membership Secretary, and Treasurer.
SECTION 2. QUALIFICATIONS, ELECTIONS, AND TERM OF OFFICE
The President and Vice-President must be active members of this Association to be eligble for election, however, in event thier status may change to that of Honorary Life or Retired Member during thier term of office, they shall be eligble to remain in ofice ubtil thier successor has been elected and qualified. Active members having served at least one full, elected term as a Director shall be eligble forelection or quailified to hold any of the officer positions on the Board of Directors. Further, active members must have held the position of Executive Secretary to be eligible to run for the offices of President or Vice President.
SECTION 3. VACANCIES
A vacancy in any office because of death, resignation, removal, disqulification, or otherwise, may be filled by three-quarter's majority vote of the Board of Directors upon nomination by the President. In case of absence, resignation, death, or permant incapacity of the Pesident, either temporarily or until the next regular election and a successor is elected and qualified. The Membership Secretary must certify the qualifications of te nominee.
SECTION 4. PRESIDENT
It shall be the duty of the President to plan and pursue policies, which will promote the welfare and purposes of this Association. they shall serve as chairman of all conventions and upon election to office shall automatically become Chairman of the Board of Directors. The President shall appoint the members of Standing Committees and serve as an ex-offcio member of said committees. They shall approve vouchers for the payment of ordinary expenses encumbered under any contract, which has been approved. The President shall sign all official documents and authorize orders on the treasurer. They shall decide all questions of order in convention subject to an appeal to members present qualified to vote. the President shall fill all committee vacancies.
SECTION 5. VICE-PRESIDENT
The Vice-President shall be responsible for keeping and maintaining a ermanent record of all policies of this Association, which have been properly acted upon by the Board of Directors. Any policy that conflicts in any way with thses by-laws shall be null and void. This policy book shall be passsed on the the vice-presidential successor at the first Board meeting after the annual election.
SECTION 6. EXECUTIVE SECRETARY
The Executive Secretary shall attend all meetings of the organization. The Executive Secreatary shall cause to have printed ststionary for the use of the Board of Directors of the Association and membership cards with provision to designate Active, Associate, Prticipating, Honorary, Honorary Life, or Retired membership. The Executive Secreatary shall be responsible for maintaining a copy of Robert's rules of order and bringing it to every official function of the Association. The Executive Secretary shall keep the seal of this Association.
SECTION 7. RECORDING SECRETARY
The Recording Secretary shall attend all meetings of the organization and shall keep minutes of the proceedings of the Association. The Recording Secretary shall notify members of the Board of Directors of scheduleed Board meetings.
SECTION 8. MEMBERSHIP SECRETARY
The Membership Secretary shall attend all meetings of the organization. This officer shall keep and maintain a list of all members of the Association. This list will show evidence of standing, type of membership, and offices held. The Membership Secretary shall notify the Board of Directors at the earliest opportunity of any member failing to maintain good standing within the organization. The Membership Secretary shall issue proper membership cards, including name, type of membership, and expiration date to each and all members of this Association.
SECTION 9. TREASURER
The Treasurer shal attend all meetings of the organization. All dues and other money owed to or accrued by this Association from any person, organizaion, business, or entity shall be collected and deposited by the Treasurer in an oficial account in the name of this Association with any financial Instituion located within the State of Missouri. Deposits shall be made only in federally insured accounts and the amount deposited shall not exceed the federally insured limit. Financial institutions selected by the Treasurer shall require approval of the Board of Directors. The Treasurer may draw upon such deposits to pay all ordinary or authorized expenses upon voucher approved as provided in article VII of these Bylaws and shall read a written summary thereof at each reguar meeting. A complete set of books available foe inspection by the Board of Directors or any duly appointed Auditing Committee shall be kept and maintained by this officer.
The Treasurer shall provide this Association with a surety bond, the cost of same to be paid by this Association for the faithful performance of all duties of the Treasurer and the turning over of all monies, records, funds, and securities to thier successor. Said Surety Bond shall be in an amount set by the Board of Directors and shall be not less the amount of monies to be handled in any year or greater than one and one half times the amount handled in one year. The Treasurer shall sign all checks drafts or other orders or payment of money, notes, or other evidence of indebtedness issued in the name of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.
SECTION 10. TERM OF OFFICE
A.All officers, with the exception of Treasurer, shall hold office for one year following the election or until thier successors qualify. The Treasurer shall hold office for two years.
B.The Vice-President shall be nominated for the office of President upon the completion of the President's term. In the event that the Vice-President cannot run or declines nomination, the Executive Secretary shall be nominated for President.
C.All officers shall be eligible for re-election at the expiration of their terms. No officer may serve more than three successive terms in the same office but may again be elected after one year out of office.
D.All terms of office shall begin after the official swearing-in ceremony at the Annual Fall Conference.
ARTICLE VI
Nominations and Annual Election
SECTION 1. NOMINATIONS
A.Not later than June 15th, the nominating Committee shall convene and begin to prepare a slate of canidates for each office to be filled. The Nominating Committee sghall accept written application for positions to be filled and shall have the Membership Secretary determine the canidate's eligiblty to run for office, and shall determine the willingness of each canidate to serve if elected.
B.The Nominating Committee shall report its slate of canidates to the Board of Directors and certify the qualifications of each canidate before the Membership Secretary at the June Board of Director's Meeting.
C.Additional canidates may be nominated from the general membership at any official meeting of the organization at least 20 days prior to the election. This nomination must be in writing and comntain the signatires of three members other than the canidate. All such nominations must be verified by the Nominations Committee before hte election. Further requirements and conditions are as follows:
1.The Membership Secretary can determine the canidates eligibility, and has done so in writing.
2.The canidate must indicate willingness to serve, also in writing.
SECTION 2. ANNUAL ELECTION
A.The annual election is to be held during the month of September. Atleast two weeks before the election, a list of the canidates for office shall be sent to each member of the MABOI organization. All such elections shall be held by written ballot unless only one canidate is running for each office available.
B.Any eligible member who is unable to attend this election may obtain a ballot from the Membership Secretary. Absentee ballots must be signed and returned (one ballot per envelope) no later than noon the day prior to the election. Absentee ballots must be requested in writing from the Membership Secretary.
C.At the annual election, the Teller's Committee shall be appointed to distribute and count all ballots. After verifying the validity of each ballot, the Teller's Committee shall count the ballots for each office declaring as elected the canidate recieving the majority of votes cast. In the event of a tie vote, selection shall be made by lot. Once all votes are counted the Offiers and Directors elected shall be announced to the membership.
D.All new Oficers and Directors shall be sworn into office at the Fall Conference. Any elected person who cannot attend the Fall Conference shall be required to obtain a waiver of attendance from the President of the Association. Failure to obtain a waiver and not attending the swearing-in ceremony will result in an emergency election to fill the office in accordance with these Bylaws. The emergency election shall take place at the Fall Conference prior to the appointed time that all newly elected members will be sworn into office. the election shall be called by the President and only after all remedial attempts have been exhausted. The Nominations Committee shall submit at least one name of an Active Member in good standing according to the Membership Secretary, in attendance at the Fall Conference, and an election shall occur at the earliest opportunity.
ARTICLE VII
Contracts, Checks, Deposits, and Expenditures
SECTION 1. CONTRACTS, CHECKS, DEPOSITS, AND EXPENDITURES
The Board of Directors shall approve all contracts entered into by this Association shall approve the financial institution in which the Treasurer deposits the Associations funds shall order and approve all investments of surplus funds by the Treasurer and shall regulate the expenditures for convention features of regular meetings.
The Board of Directors shall determine, control, authorize, and approve all expenditures to officers and others for services, travel, or otherwise in furtherance of the business of the Association.
All ordinary expenditures necessary or required in the conduct of the business of the Association and the office of Treasurer shall in the interim between meetings of the Board of Directors be authorized by the President or the Executive Secretary and an accounting thereof made by the Treasurer at the next regular meeting of the Board of Directors for approval.
ARTICLE VIII
General Membership Meetings
SECTION 1. REGULAR MEEITNGS
The Association shall hold regular meetings at least semi-annually in spring and fall of each year at a time and place designated by the Board of Directors for the transaction of business including education programs and social sessions as well as any and all the matters concerning the membership of the Association. The duration of said meetings shall be set by the Board of Directors in advance and stated on the call of such meetings. At a regular called meeting the officers and directors shall be elected for the ensuing year. Notice of timme and place of each called meeting shall be mailed to all Active Associate Honorary Life Participating and Retired Members of this Association by the Membership Secretary at least two weeks prior to said meetings and convention. Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation, waiver thereof in writing signed by the person or prsons entitled to such notice either before or after the time stated shall be deemed eqivulent to giving such notice.
ARTICLE IX
Dues
SECTION 1. DUES
Dues for each membership category shall be set by the Board of Directors at a regular meeting of the Board called in accordance with Article IV, Section 3 of these bylaws. Dues may be set for any ensuing years. Any chane in dues must be approved by a simple majority of all voting members attending a regular meeting called in accordance with Article VIII, Section 1 of these Bylaws. There shall be no special assessments of any kind at any time. The Membership Secretary shall mail statements to each member of this organization prior to August 30 each year. Dues shall be paid to the Membership Secretary before October 1 of each year. No member in arrears shall be entitled to any privileges or benefits of membership. The Membership Secretary may restore defaulted members to good standing if the delinquent dues are recieved by December 31. If a member fails to remit his/her dues before the delinquency date, he/she shall be removed from the membership automatically at the next Board of Directors meeting. There shall be no dues or assessments of any kind against Honorary Life or Retired Members.
The fiscal year of the Corporation shall begin on the first day of October each year and end on the last day of September each year.
ARTICLE X
Committees
SECTION 1. COMMITTEES
A committee and committee chairperson shall be appointed by the President to serve until the next annual election. The President shall be an ex-officio member of all committees and may vote with the committee upon any and all matters before said committee. In case of a dead-lock in the vote of any committee the vote of the President shall be the deciding vote. A quorum of any committee shall be the majority of its members present. Each committee chairperson shall appoint a recording secretary for the committee. Special meeting of any committee may be called in the same manner as special Association meetings. Expenses of the members in attending special committee meetings shall be submitted to the Board of Directors, which if in their discretion are justified, shall be paid by the Treasurer in the usual manner, from Association funds.
SECTION 2 LEGISLATIVE COMMITTEE
SECTION 3. MEMBERSHIP COMMITTEE
SECTION 4. BYLAWS AND RESOLUTIONS COMMITTEE
SECTION 5. AUDITING COMMITTEE
SECTION 6. NOMINATING COMMITTEE
SECTION 7. TELLER'S COMMITTEE
SECTION 8. LONG RANGE-PLANNING COMMITTE
SECTION 9. EDUCATION COMMITTEE
SECTION 10. NEWSLETTER COMMITTEE
SECTION 11. ANNUAL CONFERENCE COMMITTEE
SECTION 12. SPECIAL COMMITTEES
Special Committees may be appointed by the President at any time for any specific purpose and shall serve until the next annual election or until they have accomplished the purpose for which they were appointed. Special Committees shall be appointed by the President and approved by the majority of the Members of the Board of Directors for a specific purpose or may be appointed by unanimous vote of the Board of Directors itself.
SECTION 13. COMMITTEE REPORTS
The Chairman of each Committee shall at the annual conference of the Association report to the members assembled their respective committees activities during the past year.
ARTICLE XI
Letters of Recommendation
SECTION 1. LETTERS OF RECOMMENDATION
No Officer or Member of this Association shall use the name of the Missouri Association of Building Officials and Inspectors or the Official Stationary of this Association to endorse or recommend any product or person or any activity of any individuals without the full knowledge and approval of the Board of Directors.
ARTICLE XII
Corporate Seal
SECTION 1. CORPORATE SEAL
The Board of Directors shall provide a Corporate Seal which shall be in the form of a circle and shall have subscribed thereon the name of the Association and such other inscription as may be directed by the Board of Directors.
ARTICLE XIII
Bylaws and Amendments
SECTION 1. BYLAWS
These Bylaws and any amendments thereto unless otherwise provided shall become effective immediately upon adoption by the membership.
SECTION 1. ADMENDMENTS
These Bylaws may be amended by a 2/3 vote of any regular meeting or convention. Proposed amendments to these Bylaws shall be submitted in writin to the Board of Directors which shall consider the same and respond with its recommendations at the next regular meeting or convention at which time the proposed amendment shall be discussed and voted upon and provide further that no amendment can be voted upon unless a written notice of the proposed amendment has been mailed to each Active Member at leaset sixty days prior to the date of voting.
ARTICLE XIV
Affiliated Membership
SECTION 1. AFFILIATED MEMBERSHIP
Affiliated membership shall be restricted to State of Missouri and adjoining states to wit: Illinois, Iowa, Nebraska, Kansas, Oklahoma, Arkansas, Tennessee, and Kentucky Conference of Building Officials which subscribe to simlar purposes and objectives to those of this Association.
A regional organization of building officials may apply to the Board of Directors of this Association for a charter as a regional chapter of the Missouri Association of Building Officials and Inspectors Inc. by letter or resolution submitting its articles of association (Constitution) and by-laws and names and affiliations of the officers and members of its governing body. The Board of Directors of the Association shall issue a charter to the regional organization if it finds that its articles of association (Constitution) and by-laws conform to the purposees and objectives of this Association that the officers and members of its governing body are governmental officials and that the proposed name of the regional organization does not conflict with the name of this Association.
Members of chartered chapters of the Association shall recieve the official publications of the Association and such other benefits as the Board of Directors shall decide. The Board of Directors of this Association shall fix the fees for such benefits.
