As amended December 23, 2019.
ARTICLE I – NAME, OFFICES AND PURPOSES
Section 1.01 Name
The name of this not-for-profit incorporated trade association is the ASPHALT ROOFING MANUFACTURERS ASSOCIATION, INC. (the “Association”), a nonprofit corporation incorporated under the District of Columbia Nonprofit Corporation Act (“the Act”) and exempt from federal income taxation under Section 501(c)(6) of the United States Internal Revenue Code of 1986, as amended (“the Code”).
Section 1.02 Offices
The principal office of the Association shall be located in the Washington, D.C. Metropolitan Area or such other location as may from time to time be determined by the Board of Directors, with such subsidiary or branch offices, within or without the District of Columbia, as the Board of Directors may determine or the needs of the Association may require. The Association shall at all times maintain a registered office and a registered agent within the District of Columbia.
Section 1.03 Purposes
The purposes of the Association are as set forth in its Articles of Incorporation (“the Articles”).
ARTICLE II – MEMBERSHIP
Section 2.01 Regular Membership Qualifications
Any business entity that manufactures bitumen-based shingles, built-up roofing materials, modified bitumen roofing systems or allied products in North America is eligible to apply for Regular Membership in this Association upon terms to be fixed by the Board of Directors. Applicants for membership in the Association that, in the judgment of the Board of Directors, qualify for Regular Membership shall join as Regular Members; provided, however, that nothing herein shall prohibit their subsidiaries, affiliates or related companies from applying to become Associate Members.
Section 2.02 Associate Membership Qualifications
Any business entity that supports the purposes and activities of the Association and is engaged in supplying components, equipment or services for the manufacture or installation of bitumen-based shingles, built-up roofing materials or modified bitumen materials, shall be eligible to apply for Associate Membership upon terms to be fixed by the Board of Directors. Associate Members shall have the rights, privileges and obligations of Membership except the right to vote; representatives of Associate Members shall not be entitled to serve on the Board of Directors.
Section 2.03 Admission to Membership
Candidates for Membership may be admitted by subscribing to and agreeing to be bound by the Bylaws and duly adopted policies and procedures of the Association and by paying the prescribed dues and assessments. Admission to Membership shall be by a resolution adopted by the Board of Directors.
Section 2.04 Forfeiture of Membership
Failure of a Member to pay dues or assessments on a timely basis, or the failure to continue meeting the requirements for Membership, shall result in automatic suspension of the right to vote, which right shall be automatically reinstated upon payment in full. Regular or Associate Membership in the Association shall be terminated by the Board of Directors upon the failure of a Member to pay any installment of dues or special assessment within thirty (30) days after the time designated for such payment by the Board of Directors.
Any Member may be expelled from the Association for conduct deemed by the Board of Directors to be contrary to the best interest of the Association.
In its sole discretion, the Board of Directors may suspend the operation of this Section 2.04 when it determines that the best interest of the Association would be served thereby; in any such case, the Board of Directors may be impose reasonable conditions upon the affected Member.
Any Member that is disenfranchised or expelled from Membership shall, before the effective date of such disenfranchisement or expulsion, have the right to appeal such decision by requesting a hearing before the Board of Directors. Said hearing shall be conducted in executive session; the aggrieved party shall have the right to be represented by legal counsel of its choosing. The hearing shall be held in a manner, including by electronic communications technology, and at a time and place designated by the President.
The decision of the Board of Directors shall be delivered in writing to the disenfranchised or expelled Member and shall be final and not subject to appeal.
Section 2.05 Resignation of Membership
Any Member may resign from the Association at any time upon giving written notice to the Association Executive Vice President and payment of its dues for the current quarter and for the three succeeding quarters, such payment to be on the basis of dues in effect at the time of resignation. Such resigning Member shall also be obligated to the Association for all other financial obligations to the Association, including assessments levied prior to the effective date of resignation.
Any Member that combines its business with another firm (through acquisition, merger or analogous amalgamation), dissolves, goes into liquidation, or ceases to meet the membership eligibility requirements set forth in Section 2.01 or 2.02 of this Article shall resign, at the latest, upon the effective date of such business combination, dissolution, liquidation, or cessation.
Section 2.06 Result of Membership
Section 2.06 Result of Membership Termination
Except as otherwise required by law, the Articles or these Bylaws, any right of the Regular Members to vote or otherwise participate in the affairs of the Association shall cease upon termination of Membership. Termination of membership automatically results in the resignation of such Member’s director under Article V herein.
Section 2.07 Voting Rights of Members
Only Regular Members in good standing shall be entitled to vote on matters submitted to the membership for a vote.
ARTICLE III – MEMBERSHIP DUES AND ASSESSMENTS
Section 3.01 Board of Directors – Power to Levy
The Board of Directors of the Association is authorized and empowered to levy annual dues on the Regular and Associate Members or any other Board-established Membership category, by action taken prior to the beginning of any such year. The Board of Directors may also make special assessments against the Membership for special projects or expenditures in excess of budgeted items. Payments of dues and special assessments are not refundable, in whole or in part, unless otherwise determined on a case by case basis by the Board of Directors.
ARTICLE IV – MEETINGS OF THE MEMBERS
Section 4.01 Meetings
The time and place of holding annual and special meetings of the Members of the Association shall be determined by the Board of Directors of the Association, who shall have authority to call such meetings as may be desirable to conduct Association business. The Board of Directors may determine that any annual or special meeting of the members shall be held by electronic communications technology.
Special meetings of the Members shall also be called by the President upon request of a majority of the members of the Board of Directors. Special meetings shall also be called by the President upon the receipt of a written demand for same by Regular Members of the Association having at least 25 percent of the votes entitled to be cast at such meeting.
Section 4.02 Notice of Meetings
Notice stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in any manner permitted under the Act, including without limitation by electronic communication, not less than ten (10) days nor more than fifty (50) days before the meeting, to each Member of record by or at the direction of the President, Executive Vice President, or other duly appointed officer. Such notice shall be deemed to be delivered as provided in the Act.
Section 4.03 Waiver of Notice
Whenever any notice is required to be given to any person under this Article, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Presence without objection also waives notice.
Section 4.04 Action without a Meeting
Any action of the Members of the Association provided for in this Article or required or permitted by law to be taken at a meeting of the Members may be accomplished either by the unanimous written consent procedure or the action by ballot procedure set forth in the Act.
Section 4.05 Annual Meeting
The Association shall hold an annual meeting at a time designated by the Board of Directors for the purpose of receiving the reports of the officers and transacting such other business as may properly come before such meeting.
Section 4.06 Quorum and Voting
In all proceedings of the Association and at all meetings of the Members, each Regular Member shall be entitled to only one vote. A majority of the Regular Members of the Association, represented in person by their duly authorized representatives, or present by proxy, shall constitute a quorum for the transaction of business at all meetings of the Association. Except as otherwise provided in the Articles or these Bylaws, the Members shall act by a majority vote of those attending a meeting, or present by proxy, at which a quorum is present. A majority of the Members present at any meeting of the Association, although less than a quorum, may adjourn such meeting from time to time without further notice until a quorum shall be in attendance.
Voting by proxy shall be permitted to the extent that a Member may provide its proxy to another Member in writing on any specific issue; provided, however, if said issue is modified during a meeting by an amendment, the proxy shall be null and void as to that specific issue. In addition and without limitation of the foregoing, a Regular Member may provide its proxy to another Regular Member in writing on general issues. Moreover, proxies given, whether on specific issues or general issues, shall be revocable and subject to modification (verbally or in writing) by the Member giving the proxy at any time prior to vote on the subject issues.
Section 4.07 Representatives
At all meetings of the Association, Regular Members shall be represented for voting purposes by the chief executive officer of such Member or, in his absence, by a duly authorized representative of such Member. The vote of any such officer or authorized representative shall be binding upon the Member. No Member company shall vote at any meeting of the Association except by a duly authorized officer or representative of such company designated for the purposes as provided in this Section.
ARTICLE V – BOARD OF DIRECTORS
Section 5.01 General
Subject to the provisions of Section 5.04 hereof regarding the Executive Committee, the general affairs of the Association shall be managed and directed by a Board of Directors, consisting of a duly authorized representative of each Regular Member that chooses to make such an appointment, and such committees, officers and agents as may be appointed pursuant to these Bylaws. No Member shall have more than one representative on the Board of Directors at any one time. The Board of Directors shall have the power to promulgate rules and regulations that are consistent with these Bylaws and the Association’s Articles of Incorporation, which may set forth lawful policies, procedures and programs for the Association, its officers, committees and staff. The Board of Directors shall adopt and continuously maintain an Antitrust Compliance Policy, which may be amended from time-to-time on advice of the Association’s General Counsel.
Section 5.02 Term of Office
Directors shall serve at the sufferance of their respective Regular Member. Upon the incapacitation of a director, the Regular Member shall be entitled to designate another person to serve on an interim or permanent basis.
Section 5.03 Appointment of Directors
Each Regular Member shall be entitled to designate a duly authorized representative to act as a director of the Association. The names of the directors shall be maintained in the office of the Association. When the authorized director of any Regular Member is unable to attend a Board of Directors meeting, the director may authorize any representative of such Member to be a substitute attendee for that meeting. Such substitute attendee shall have the right to attend, but shall not be entitled to vote at, a meeting of the Board of Directors. No Member shall be represented for voting purposes at a meeting of the Board of Directors except as herein provided. Directors shall receive no compensation from the Association for their service.
Section 5.04 Executive Committee of the Association
a) The Executive Committee shall consist of the three elected officers of the Association, together with two (2) at-large members serving staggered two-year terms and elected by the Board of Directors from among its members. The members of the Executive Committee shall serve two-year terms beginning on January 1 immediately following their election. Except as otherwise provided in these Bylaws regarding officer term limits, there shall be no limit upon the number of consecutive terms an individual may serve on the Executive Committee. The Executive Committee will meet at least twice a year and, during intervals between meetings of the Board of Directors, the Executive Committee shall exercise such powers of the Board of Directors as have been delegated to the Committee by the Board, except that the Executive Committee shall not be authorized to approve the admission of a new member, adopt, amend or repeal the Bylaws, fill vacancies on the Board of Directors or the Executive Committee, propose to members action that the Act requires to be approved by the members, authorize distributions, approve the Association’s budget or any amendment thereto, expend funds contrary to or outside of the Board-approved budget, or establish an Association position on a matter of public policy. The Executive Committee shall be responsible for overseeing and determining the compensation of the Association’s Executive Vice President and any management services provider engaged by the Association. The President shall chair all meetings of the Committee and shall be considered the chief elected officer of the Association for purposes of the Act. In the absence of the President, the Vice President shall perform the duties of the President. Four (4) Executive Committee members shall constitute a quorum for the transaction of business. Not less than two days’ notice of meetings of the Executive Committee shall be given; notice may be given in any manner permitted by the Act, including without limitation orally and by electronic means. Except as otherwise required by law, the vote of a majority of the Executive Committee members present at a meeting at which a quorum is present shall be the act of the Executive Committee. Meetings may be conducted, and Committee members may participate in meetings, by telephone conference or similar electronic communications technology. Proxy voting shall not be permitted. The Executive Committee may act other than at a meeting only by unanimous written consent.
b) When a regular, in person Executive Committee meeting is scheduled, the Board of Directors will receive the meeting notice and a copy of the planned meeting agenda. Members of the Board of Directors may attend such Executive Committee meetings, in an ex-officio capacity, by writing to and receiving the approval of the President. Once formally approved, Executive Committee meeting minutes will be distributed to the Board of Directors upon request for same.
Section 5.05 Nominating Committee
Every two years at the Board of Directors meeting next preceding its annual meeting, the Board shall appoint a Nominating Committee of three persons. The Nominating Committee shall present its nominations for President, Vice President, Secretary/Treasurer and at-large member of the Executive Committee at the next following annual meeting, and its nomination for at-large member of the Executive Committee at the annual meeting thereafter.
Section 5.06 Meetings
Regular meetings of the Board of Directors shall be held at such times and on such notice as the Board may from time to time determine by resolution. Meetings of the Board of Directors shall be considered meetings of the members under the Act.
Section 5.07 Waiver of Notice
Whenever any notice is required to be given to any person under this Article, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. Presence without objection also waives notice.
Section 5.08 Action without a Meeting
Any action of the Board of Directors provided for in this Article or required or permitted by law to be taken at any meeting of the Board of Directors or any committee thereof may be accomplished either by the unanimous written consent procedure or the action by ballot procedure set forth in the Act with respect to actions taken other than at a meeting.
Section 5.09 Quorum
The presence, in person or by proxy, of at least two-thirds of the directors shall constitute a quorum for meetings of the Board of Directors.
Section 5.10 Votes
Each director shall be entitled to one vote on each matter submitted to vote at a meeting of the Board of Directors. The act of two-thirds of the directors present at any meeting at which a quorum is present shall be the act of the Board unless a greater number of votes is required by the Articles or the Act to authorize such an act.
ARTICLE VI – OFFICERS
Section 6.01 Officers
The officers of the Association shall be the President, the Vice President and the Secretary/Treasurer, each of whom shall be a member of the Board of Directors, and an Executive Vice President, who shall not be a director of the Association or an employee or other representative of a Member. Each of the persons holding such offices, except the person holding the office of Executive Vice President, shall during his or her term of office be a Regular Member, an officer of a Regular Member, or a person duly designated in writing by a Regular Member as its representative for such purpose. With the exception of the Executive Vice President, officers shall receive no compensation from the Association for their service.
Section 6.02 Election of Officers
Biennially, at the annual meeting of the Association, all of the officers except the Executive Vice President shall be elected by a vote of the Board of Directors, each to serve for a term of two years and until his successor shall have been elected and shall qualify. The Executive Vice President, who may be employed by the Association or by an association management services provider selected by the Board of Directors and engaged by the Association, shall serve at the pleasure of the Board of Directors and may be elected or appointed from time to time by the Board whenever a vacancy shall occur in that office.
Section 6.03 Powers and Duties of the President
The President shall be the principal elected executive officer of the Association and shall preside at all meetings of the Executive Committee, the Board of Directors and the members at which he or she is present. The President shall see that the resolutions and directives of the Board of Directors are met and that all other duties incident to the office of President or as may be prescribed by the Executive Committee are discharged. The President shall have authority to appoint such committees, other than the Executive Committee, the Nominating Committee and the Audit Committee, as may be required to conduct the business of the Association.
Section 6.04 Powers and Duties of the Vice President
In the absence of the President, the Vice President shall preside at all meetings of the Executive Committee, the Board of Directors and the members at which he or she is present. The Vice President shall see that all other duties incident to the office of Vice President or as may be prescribed by the Board of Directors are discharged.
Section 6.05 Powers and Duties of Executive Vice President
The Executive Vice President of the Association shall be responsible for the administration and management of the activities of the Association appropriate to its stated purposes. The Executive Vice President shall act as chief staff officer of the Association and shall have all powers reasonably necessary to act in that capacity. He or she shall perform all duties customary to that position, including those that may from time to time be assigned or prescribed by the Board of Directors, the Executive Committee or officer of the Association acting on their behalf. Without limitation of the foregoing, the Executive Vice President shall serve as acting secretary for any meeting of the Board of Directors or Executive Committee upon direction of the presiding officer. In the absence of the Executive Vice President from any such meeting, the presiding officer, in his or her discretion, shall designate any other person in attendance.
Section 6.06 Powers and Duties of the Secretary/Treasurer
The Secretary/Treasurer shall receive and issue a receipt for all monies collected by the Association and shall disburse the same upon presentation of proper vouchers issued and countersigned by the Association Executive Vice President. The Secretary/Treasurer shall keep a record and account for all income received by the Association and all disbursements. The Secretary/Treasurer shall make reports thereof to the Board of Directors, when and as often as may be required. The Secretary/Treasurer shall deposit the funds of the Association in a national or state bank or trust company, subject to the approval of the Board of Directors.
The Secretary/Treasurer shall with staff assistance prepare a budget covering the estimated annual expense of operating the Association, which shall be approved or modified by a two-thirds vote of the Board of Directors. The budget thus established may be modified at any subsequent meeting of the Board of Directors by a two-thirds vote. The Secretary/Treasurer shall assure that accurate and complete records and minutes are kept of all meetings of the Members, the Board of Directors, the Executive Committee, and other committees of the Association.
With the consent of the Executive Committee, all or any portion of the day-to-day duties of the Secretary/Treasurer may be delegated to the Executive Vice President and the Association’s staff, provided, however, that the Secretary/Treasurer shall retain an oversight responsibility with respect to any such duties which are so delegated.
Section 6.07 Bonding Requirements
The Executive Vice President shall execute a surety bond conditioned for the faithful discharge of his or her duties and in such penalty and with such surety as shall be approved by the Board of Directors; provided, however, that this bonding requirement may be waived by the Board of Directors in its discretion where an engaged association management services provider’s insurance is deemed adequate to cover the risk to the Association of dishonesty and defalcation. The Secretary/Treasurer shall execute a similar surety bond; provided, however, that this bonding requirement may likewise be waived where an Association Member’s insurance or employer responsibility is deemed adequate to cover the aforesaid risk. The cost of the bonds required hereunder shall be paid by the Association, to the exclusion of all costs and premiums applicable to insurance or other fidelity protection carried by an association management services provider or Association Member.
Section 6.09 Resignation, Removal, and Vacancies
Any officer may resign at any time by providing written notice of resignation to the President or, in the event of the resignation of the President, to the Vice President. Any officer or member of the Executive Committee who for any reason no longer serves as an officer or designated representative of the Regular Member by which he or she was employed at the time of election to office or to the Executive Committee shall be deemed to have resigned from the Executive Committee, from any office held and from the Board of Directors.
Any officer and any other member of the Executive Committee may be removed with or without cause by the Board of Directors.
Any vacancy in any office or in any other position on the Executive Committee shall be filled by the Board of Directors.
ARTICLE VII – FISCAL YEAR
Section 7.01 Fiscal Year
The fiscal year of the Association shall be the calendar year.
ARTICLE VIIII – COMMITTEES
Section 8.01 Authority of Committees
The Association shall have an Executive Committee, a Nominating Committee and an Audit Committee. Subject to the prior approval of the Executive Committee, the President may appoint such additional standing and special committees, task forces, task groups and steering groups (“committee”) as may be necessary or desirable for the operation and conduct of the Association’s business. Each committee shall have only the authority delegated to it by the President or pursuant to these Bylaws. For avoidance of doubt, no committee shall have the authority to (1) amend, alter or repeal the Bylaws; (2) elect, appoint or remove any member of any such committee or any director or officer of the Association; (3) amend the Articles of Incorporation; (4) adopt a plan of merger or a plan of consolidation with another corporation; (5) authorize the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property and assets of the Association; (6) authorize the voluntary dissolution of the Association or revoking proceedings therefor; (7) adopt a plan for the distribution of the assets of the Association; or (8) amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee.
Section 8.02 Audit Committee
The Audit Committee shall be comprised of the Vice President, who shall serve as chairman of the Committee, and such other person(s) as may be appointed to such committee by the Executive Committee. The Audit Committee shall be responsible for ensuring that appropriate financial controls and policies are maintained. The Audit Committee shall review the annual audit prepared by the Association’s certified public accountant and, if acceptable, shall submit such audit to the Executive Committee and Board of Directors for approval.
Section 8.03 Committee Operation
One member of each committee shall be appointed chairman of the committee by the President, unless otherwise provided in these Bylaws or by policy established by the Board of Directors. Unless otherwise provided in these Bylaws or by policy or resolution approved by the Board of Directors, the number of committee members present at a duly noticed meeting shall constitute a quorum, and the act of a majority of the members present shall be the lawful act of the committee. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointment. Each committee may adopt rules for its own governance not inconsistent with law, with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX – DISSOLUTION
Section 9.01 Method of Dissolution
The Association may be dissolved by a two-thirds vote of the Regular Members of the Association, upon recommendation of the Board of Directors, after two weeks’ written notice to all Members of the Association of the proposed dissolution, or as may otherwise be required at the time by controlling law.
Section 9.02 Disposition of Assets on Dissolution
In the event of the dissolution or liquidation of the Association, all of the remaining assets and property of the Association shall, after paying or making provision for payment of all of the liabilities and obligations of the Association and for necessary expenses thereof, be distributed in accordance with a plan of distribution approved by the Board of Directors and adopted by the Regular Members of the Association, provided that such plan is not inconsistent with any provision of the Act or any Code provision applicable to organizations described in Section 501(c)(6) thereof.
ARTICLE X – PARLIAMENTARY RULES
Section 10.01 Parliamentary Rules
The most recent edition of Robert’s Rules of Order, Newly Revised, shall be the governing parliamentary rules of the Association, but only to the extent that such Rules are not inconsistent with the Act, the Articles, these Bylaws or policies and procedures duly adopted by the Board of Directors.
ARTICLE XI – BOOKS AND RECORDS
Section 11.01 Books and Records
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and the names and members of all of its committees, and shall keep at this principal office a record containing the names, addresses and classifications of all of its members, whether voting members or otherwise. Members shall have only such rights to inspect the books and records of the Association as are provided for in the Act.
ARTICLE XII – AMENDMENTS
Section 12.01 Method of Amendments
These Bylaws may be amended only (1) by a two-thirds vote of the Board of Directors of the Association and after written notice stating the substance of the proposed change shall have been served on each Director before the meeting of the Board of Directors at which the vote shall be taken or (2) by the written assent of all the Board of Directors in which such notice is waived.
ARTICLE XIII – INDEMNIFICATION
Section 13.01 Indemnification
Every person who is or shall be or shall have been a director or officer of the Association and his or her personal representatives shall be indemnified by the Association to the maximum extent legally possible, against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a director or officer of the Association or of any subsidiary or affiliate thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance or his or her duty as such director or officer. “Costs and expenses” shall include, but without limiting the generality thereof, attorney’s fees, damages and reasonable amounts paid in settlement. The Association shall purchase and maintain insurance on behalf of any director, officer, employee or agent of the Association against any liability asserted against or incurred by such person which arises out of such person’s status in such capacity.
