Terms of Use

By-laws of the new jersey chapter architectural woodwork institute

Revised august 2009

Preamble

Whereas: the members of this chapter desire to conduct the business of the chapter in a lawful manner and in conformity with the principles promulgated by the architectural woodwork institute. But from time to time may through error of inadvertence, take or decide upon actions which may be considered or found to be illegal or improper.

Now therefore be it resolved: that each and every resolution hereafter adopted or motions hereafter carried by this chapter, its board of directors or a committee thereof which is contrary to the articles of incorporation or by-laws of the national architectural woodwork institute, or in the opinion of counsel, contrary to law, the articles of agreement of this chapter or its by-laws shall be for all purposes treated as null and void, and any and all actions taken under such resolution or motion shall be also for all purposes treated as null and void.

Article i

Name, organization, location and jurisdiction

 

1.      Name

This chapter shall be known as the architectural woodwork institute, new jersey chapter, and is incorporated under the name as a non-profit organization under the laws of the state of new jersey.

 

2. Headquarters

The headquarters office of this chapter shall be located at the premises of the presiding secretary of date.

3.      Jurisdiction

4.      The area served by this chapter shall be the entire state of new jersey.

 

3.      Fiscal year

The fiscal year of this chapter shall begin january 1 of each year.

 

 

 

Article ii

1.      To provide for meetings of architectural woodwork operators in this area as an effective agency for expressing their collective voices.

 

2.      To collect and distribute to the membership information on manufacturing, shipping, and installation of their products.

 

2.      To cultivate an environment of respect and fairness among the members to the point that they can share their problems and the solutions of their problems.

 

2.      To promote the use and acceptance of architectural woodwork and the members of this organization to architects, contractors and owners through education and service.

 

2.      To collect in cooperation with the architectural woodwork institute, business data from members and other sources in order that the economic value of the millwork manufacturing industry may by accurately presented and made known to the general public.

 

2.      To stimulate the progress and development of the architectural woodwork industry through improved manufacturing methods and new types and uses of the woodworker’s product.

 

2.      To have and to exercise all of the powers necessary to affect the purposes for which it is organized. These powers include, but are not limited by, the general powers conferred by law and the general purposes herein set forth. Also included are all powers enumerated in and permitted by the “not-for-profit-act” of the state of new jersey.

Article iii

Code of ethics

1.      To conduct our business at the highest level of ethics and intergrity. Treating other active member firms fairly and with the spirit of cooperation, in essencce “treating others as we would like to be treated ourselves.

2.      To refrain from direct solicitation of a competitor’s employees to the end that his business would suffer from the loss.

3.      To refrain from using substandard workmanship or material that would be detrimental to the woodworking industry as a whole.

4.      To promote the image of the industry as a progressive innovative, responsible function of society.

5.      All active members shall agree to honor and abide by the following pledge of ethics. “we believe in the architectural woodwork industry and in its future and believe in association of producers of quality architectural woodwork”.

6.      “we pledge our full support to the architectural woodwork institute and to the industy and to abide by and produce our products in accordance with the requirements of the latest edition of the awi standards and guide specifications when so specified”.

7.      “we pledge that we shall pay our dues and all other accounts to our awi chapter and to the institute when due and payable and shall provide an accurate declaration of the membership classification of our company to the national association”

8.      “we pledge to refrain from the dissemination of any malicious information concerning our association and/or its members”.

9.      “we pledge to conduct ourselves at all times in a manner which will reflect credit on our industry. Our association and its members, to conduct our business in such a way as to achieve industry good will”.

10.   “we pledge to support our institute, its policies, programs and principles, and to abide by the by-laws in this pledge of ethics”.

 

Article iv

Eligibility

Manufacturing members

1.      Also know as active members of this chapter shall be those members in good standing of the national architectural woodwork institute who operate a woodwork manufacturing business in the area served by this chapter and who shall have applied for and been accepted into membership in the chapter as a national member of awi.

2.      Action on application

A candidate for membership shall make application in writing to the chapter on a form provided by the chapter. All prospective members must be a national member prior to application

3.      Members representative

Active memberships shall stand in the name of the person, firm or corporation engagedin the woodworking business. Any action taken at any regular meeting shall be binding on all members whether represented or not, provided that the meeting has been called in accordance with the by-laws.

At no time can a member firm have more than one (1) person hold a position of an officer of the organization or sit on the board of directors.

4.      Good standing

In order to maintain good standing in this chapter, a member must not, at any time, be more then thirty (30) days in arrears in dues, and must be represented at not less than fifty (50) percent of all chapter meetings. Chapter officers must be present at not less than 75% of all chapter meetings.

5.      Resignation

Any member may resign from this chapter by giving thirty (30) day’s notice in writing of his intention to do so. The board of directors shall pass on all resignations and none shall be accepted until the members obligation to the chapter has been paid in full. Acceptance of resignation shall be in writing.

6.      Arrearages

A member in arrears on the books of the chapter of over ninety (90) days shall not have a vote or any other privileges of membership until the account is paid and, if in arrears one hundred eigthty (180) days shall be dropped from the rolls with out further action by the board of directors of the chapter, and can be reinstated only when all arrears have been paid.

6.      Contractural relationship

It is understood and agreed that the by-laws of this chapter constitute a contractural relationship by, between, and among the members. In the event of a discrepancy in new jersey chapter by-laws, the national awi by-laws will prevail.

Supplier members

Also known as associate members, is any person, firm or corporation who is a supplier to the architectural woodwork industry, and who has an interest in furthering the greater use of architectural woodwork may be eligible as an associate member. Trade associations having interests in common with the architectural woodwork industry. And who desire to participate in furthering the goals of the chapter may be eligilbe as an associate member. The associate members shall have a one vote privilege on any issue requiring a vote put forth during a regular or special meeting. The associate members present at that meeting shall choose a spokesperson for that purpose.

 

Affiliate members (individuals)

Any person who wishes to support the objectives of the awi and do not qualify as a manufacturing or supplier member may be accepted as an affiliate member.

Expulsion

By a two-thirds vote of the active members in good standing, a member may be expelled from the membership in this chapter for good cause other than arrears providing, however, that such a member is given the opportunity to be heard before the board of directors and the current officers.

 

Article v

Meetings

1.      Regular meeting

Regular meeting of this chapter shall be held a minimum of six (6) times a year, generally on the 2nd thursday of each month. The board of directors shall determine the time and place of the meeting.

2.      Special chapter meetings

“special chapter meeting” can be called by the president at the written request of majority of the members of the board of directors or upon the written request of a majority of members in good standing.

3.      Board meetings

The chapter board of directors shall meet once a year of as needed. Minutes of all meetings of the board of directors shall be recorded by the secretary or in his or her absence by one of the officers.

3.      Quorum

A simple majority of active member firms in good standing present at the roll call at any regular, or special meeting of the chapter shall constitute a quorum for the transaction of business, except for a vote concerning the spending of more than $500.00. In that case a majority of all active member firms in good standing will be required for passage. If firms are not in attendance they may be polled by mail, fax or e-mail.

A majority of the active members of the board of directors shall be required to be present to constitute a quorum for the transaction of business at any regular or special meeting of the board.

 

5.      Due notice

A notice mailed, fax or e-mail to the last known address of each member five (5) days prior to the holding of any regular or special meeting shall constitute due notice.

 

Article vi

Board of directors

1.      Duties

To be the standing committee to nominate a president, vice president, secretary and treasurer for the ensuing “2 year term”. Directors will manage the fiscal affairs of the chapter.

To hire counsel if or when needed.

 

2.      Number of directors

The number of directors will be determined by the membership. The minimun number for directors will be three (3) and the maximum five (5). At the discresson of the chairman, an additional two (2) – three (3) non-awi members may attend meetigs as advisors.

 

2.      Eligibility

Board of directors shall comprise of the immediate past present, the current chapter president, and current chaper vice president. The immediate past president will become chairman of the board.

 

2.      Vacancies

When a vacancy occurs, the current president will make an appointment out of the membership in good standing.

 

2.      Meetings

Board meetings will be held once a year with written, fax, e-mail or telephone message to be sent out by the secretary.

 

2.      Special board meetings

Can be called by any member of the board of directors.

 

Article vii

Standing committees

It shall be the duty of the president at the first chapter meeting after election in each term to select from the membership of the chapter individuals to serve as chairman of standing committees in charge of such matters as he deems essential.

 

1.      The following three committees will always be selected: a active membership

B associate membership c program

 

2.      Special committees

The president may also appoint special or ad hoc committees as he or she sees fit to perform special functions.

 

Article viii

Officers

1.      Designation and qualifications

The officers of this chapter shall be president, vice president, secretary and treasurer.

 

2.      Terms of office

All officers will serve a (2) year term starting july 1st, after the december elections. All past officers and newly elected officers will work together from january to july to facilitate a smooth transition.

 

3.      Election of officers

The board of directors will submit a list of all the selected officers, in october, prior to each new fiscal election year. All canidates will be selected from the active membership and associate membership in good standing and will serve for a two (2) year term. Ballots will be sent out to all new jersey chapter members the first week of november for approval by the membership. All additional write-in nominations will be accepted by the chapter secretary and sent to the board of directors.

All write-in nominations must submitted by the first week of november.

Elections will be held in the first week of december at a monthly meeting. Absentee ballots will be accepted by e-mail & fax only prior to that meeting. A majority of the received votes will determin the winner for all officers.

 

4.      Vacancies

Any vacancies in the office of president, vice president, secretary or treasurer that may occur through resignation or otherwise, shall be filled by the board of directors from among the membership for the unexpired portion of the term.

Article ix

Officers duties

President (must be an active member in good standing)

1.      To preside at and conduct the business of the meetings.

2.      To appoint committees, assign committee duties and receive committee reports. The president is an ex-officio member of all committees.

3.      To conduct board meetings and report the results of such meetings to the membership.

4.      To arrange the agenda for the meetings, scheduling the time allotted for each section of the meeting so that all business can be completed.

5.      To call special meetings of the board of directors or committees.

 

6.      To sign all documents, letters, or other instruments as directed by the board of directors.

7.      In the absence of the secretary and or treasurer, the president will govern.

 

Vice president (must be an active or associate member in good standing)

1.      The vice president shall perform the duties of the president at such time as the president is absent or disabled.

 

Secretary (must be an active, associate or affiliate memberin good standing)

1.      Keep minutes of all meetings of the chapter, committees and meetings of the board of directors.

2.      Shall be responsible to the president and to the board of directors.

3.      Handle all correspondence.

 

Treasurer (must be an active, associate or affiliate member in good standing)

1.      Keep all books and records of the chapter. Handle receipts and disbursements.

2.      Cooperate with and be ex-officio member of all committees.

3.      Keep membership records.

5.      File all government reports.

6.      Perform all other duties as board of directors may authorize.

7.      Employ such additional help as is authorized by the board of directors.

8.      Shall be responsible to the president and to the board of directors.

9.      Shall furnish bond in such amount as the board of directors may see fit to require, premium for which shall be paid by the chapter.

10.   The treasurer shall have custody of all funds in the chapter and shall make all disbursements as directed by the board of directors.

At no time will a check be written in the amount over $ 300.00 without the approval of the board of directors.

 

Article x

Order of business

After a regular meeting of the chapter has been called to order by the president the following order of business may be observed:

Roll call

Approval of minutes of the previous meeting

Introduction of guests and new members

Program

Communications

Report of directors’ meeting by president

Report of the chapter director to awi nationa

Reports of committee and action thereon

Unfinished business

New business

Suggestions by members (new products)

Adjournment

 

The presiding officer may, at his discretion, place the program (4) at any suitable point in the order of business of any meeting.

The proceedings of the meetings shall be conducted in accordance with robert’s rules of order.

 

Article xi

Dues - assessments

1.      State chapter dues

A the regular funds of this chapter shall be raised as follows: by the dues of the active and associate members as determined by the membershipat the end of each year.

2.      The dues shall be $ 200.oo per fiscal year to be paid by every member firm.

3.      Affiliate members dues shall be $ 50 per fiscal year.

 

2.      Assessments

An assessment for any special or emergency purpose may be levied upon the membership of this chapter by the board of directors provided that authority for such action has been granted by two-thirds affirmative vote of the active and associate members present at any regular or special meeting.

 

2.      Reinbursement

At the discression of the board of directors, all members of new jersey chapter, who are traveling or who’s sole purpose is to represent the new jersey chapter at a industry event, shall be reinbursed at the following rates:

 

$ 200 / night per deum (up to $ 500 / event) or

$ .55 / mile travel (or an amount accepted by the irs)

Plus tolls, parking, admission fees &, meals (if meals are part of the event) if used within the same day of travel.

Total expenses must not exceed $ 500.

(receipts of expenses must be submitted for reimbursement)

 

Article xii

Dissolution

In case of dissolution, the assets of this chapter are to be used as follows:

1.      To pay all indebtedness of the chapter.

2.      To pay all expenses of liquidation.

3.      The remainder to be donated to a charitable, education or research organization in the woodworking field or as otherwise directed by a two-third vote of the membership.

 

Article xiii

These by-laws may be revised or ammended by two-thirds affirmative vote of active members in good standing present at a meeting disignated for such action, provided that notice of such proposed action shall have been given to each active member in good standing of the chapter at least ten (10) days prior to the date of said meeting.

Article xiv

Acceptance of membership to the new jersey chapter is acceptance of these by-laws.