ARTICLE I: TITLE
1. The name of this professional society shall be Online Meeting Group, a chapter of the American Society of Home Inspectors.
ARTICLE II: PURPOSE
1. To build public awareness and confidence in the home inspector
2. To promote excellence within the profession and to improve inspection service through the ASHI Standards of Practice and Code of Ethics
3. To provide members and others with a forum in which to enhance their professionalism through education, an informed exchange of ideas, and other related benefits that can be provided best by an international association
4. To interact with related professions, the legal community and government bodies as the leading authority in the home and building inspection profession
ARTICLE III: MEMBERSHIP
1. Membership of the chapter shall be restricted to members in good standing of the American Society of Home Inspectors. Chapter members shall have a full right to vote.
2. Candidates of the chapter shall be restricted to Candidates in good standing with ASHI. Candidates may vote in elections on Bylaws changes, or issues of chapter policy, and may hold office. Candidates may serve as standing committee chairs and they are able to serve as committee members.
3. Affiliates of the chapter shall also be affiliates in good standing of the American Society of Home Inspectors.
4. All discipline of members shall be the exclusive function of ASHI except for non-payment of chapter dues and/or fees.
ARTICLE IV: DUES
1. Dues for membership and administrative fees for candidates shall be an amount established from time to time by the Board of Directors.
2. Any member, candidate or affiliate more than sixty (60) days in arrears for any indebtedness to the chapter shall be considered not in good standing and may have his/her status suspended or revoked upon notice.
3. In the event of dissolution of the chapter, any funds remaining shall be transferred to one or more organizations which are exempt from Federal Income Tax under Internal Revenue Code 501 (C.6).
4. Individual members, candidates or affiliates that have been dropped from affiliation for non-payment of dues or other indebtedness to the chapter may be reinstated by a vote of the Board of Directors.
ARTICLE V: OFFICERS
The officers of this chapter shall be President, Vice President, Secretary, and Treasurer.
ARTICLE VI: DUTIES OF OFFICERS
1. The President shall be chairperson of the Board of Directors, Executive Committee and shall preside at membership meetings. The President shall be an ex-officio member of all committees except the Nominating Committee. The President shall be responsible to ensure adequate communications between the Chapter and ASHI and shall report any and all communications to the Chapter members.
2. In the absence of the President, the Vice President shall assume duties of the President The Vice President shall also assume such other duties as are assigned by the Board. If the office of the President shall become vacant, the Vice President shall automatically succeed to the office of President to fill the unexpired term.
3. The Secretary shall be responsible for keeping the minutes of all meetings of the Board, the Executive Committee, the Membership Meetings and any special meetings. The Secretary shall also be responsible for the maintenance of all papers, letters and transactions of the chapter.
4. The Treasurer shall have general supervision over the fiscal affairs of the chapter. The Board shall designate by resolution, signatories for all checks, notes drafts and other instruments for the payment and retention of money and other assets. The Treasurer shall be appropriately bonded.
5. The Treasurer shall report the financial standing of the chapter to the Board with interim reports at regular Executive Committee or Board meeting and shall make a full report at the Annual Meeting.
6. An officer or director may be temporarily suspended or removed from the Board for good cause by a three-quarter vote of the Board.
7. If the office of Vice President, Secretary or Treasurer shall become vacant the President shall appoint a successor to fill out the unexpired portion of the term subject to approval by the Board. If the appointee is already holding elective or appointive office, the appointee shall serve in the appointed capacity in addition to other duties.
ARTICLE VII: BOARD OF DIRECTORS
1. The chapter shall have a Board of Directors consisting of the President, Vice President, Secretary, Treasurer, Immediate Past President and the ASHI Chapter Director. There shall also be _____ Directors elected from the chapter membership-at-large.
2. The Board shall hold at least one meeting each year. Other meetings may be called by the President on thirty (30) days notice to each Director and shall be called by the President in like manner or on like notice in the written request of not less than 25% of the Board. Special meetings shall be held at such times and places as shall be specified.
ARTICLE VIII: DUTIES OF THE BOARD OF DIRECTORS
1. The Board of Directors shall:
a. Establish administrative policies governing the affairs of the chapter and devise measures for the chapter's growth and development.
b. Provide for the proper care of materials, equipment, and chapter funds for the payment of legitimate expenses.
c. Approve the President's appointments to committee chairpersons.
d. Fill vacancies on the Board except for the office of President.
e. Establish an annual chapter meeting.
f. Establish notice and response for amendments by mail ballot.
ARTICLE IX: ASHI COUNCIL OF REPRESENTATIVES
A requisite number of chapter members shall be elected to serve on the Council of Representatives per ASHI Bylaws.
ARTICLE X: STANDING OR SPECIAL COMMITTEES
1. Standing Committees shall perform the duties that these Bylaws describe and other duties as may be directed by the Board.
2. The president, with the approval of the Board of Directors, shall appoint such other committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of these bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.
ARTICLE XI: ELECTIONS
1. A President, Vice President, Secretary and Treasurer shall be elected annually to serve for one year.
2. Directors-at-Large shall be elected annually to serve for _____ years or until successors are elected.
3. Elections shall be carried out by members eligible to vote, voting by mail ballot or at the Annual Meeting.
4. A plurality vote shall constitute an election. The nominees receiving the highest number of votes shall be declared elected. In case of a tie, the choice shall be decided by lot.
5. The schedule for nominations and balloting shall be determined by the Board and announced to the membership.
6. All officers shall be elected prior to the annual meeting. Their term shall commence at the adjournment of the meeting.
ARTICLE XII: MEETING
1. The chapter shall hold an annual meeting. The place, date, and hour of the annual meeting shall be designated by the Board and announced to the membership at least thirty (30) days prior to the meeting.
2. Special membership meeting of the chapter may be called by the Board or shall be called by the President upon written request of 25% or more of the members. The place, date, and hour of any special meeting shall be designated by the Board. Official notice of a special meeting stating the purpose of purposes for which the meeting is held.
3. Voting at the annual meeting or special membership meeting of the chapter may be in person or by proxy. Proxies shall be provided to members eligible to vote at least thirty (30) days prior to the meeting. The proxies shall be in writing and may be for any or all of the items on the call of the meeting. A signed and dated proxy shall be mailed or otherwise delivered to the Secretary before the commencement of the meeting. Proxies may be revoked by the maker prior to their being voted.
ARTICLE XIII: QUORUM
1. At least ____% (e.g. 25%) of the members entitled to vote and voting in person shall constitute a quorum at any regular or special meeting of the chapter, provided the quorum includes the President or Vice President and two other officers or directors.
2. In the event of a mail ballot, response by ____% (e.g. 40%) of the members entitled to vote shall constitute a quorum.
3. One half of the Board members plus one shall constitute a quorum at any meeting of the Board.
4. A majority of the members of any standing committee or special committee shall constitute a quorum.
ARTICLE XIV: FISCAL YEAR
The fiscal year shall be the calendar year (or from July 1 to June 30 or from October 1 to September 30).
ARTICLE XV: PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order (current edition) shall govern meetings of this chapter in all where not inconsistent with these bylaws.
ARTICLE XVI: AMENDMENTS
These Bylaws may be amended at any annual or special meeting by a two-thirds vote of the members present and voting.
ARTICLE XVII: INDEMNIFICATION
The chapter shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding (including actions by or in right of the chapter to procure a judgment in its favor) by reasons of the fact that the person is or was a representative of the chapter, against expenses including attorney's fee, judgments, fines and amounts paid in settlement, actually and reasonable incurred, if such person has been successful on the merit or otherwise in such action or, upon a determination in the specific case that such indemnification is proper in the circumstances. The chapter may purchase and maintain insurance for the purpose of indemnification on behalf of any or all persons to the full extent authorized by law.
ARTICLE XVIII: RESTRICTIONS
1. All policies and activities of the chapter shall be consistent with applicable tax exemption requirements including that the chapter not be organized for profit and that no part of its earnings inure to the benefit of any private individual or corporation.
2. This chapter shall comply with the bylaws and such other rules and regulations set forth by the American Society of Home Inspectors.
3. It is the undeviating policy of the chapter to comply strictly with the letter and spirit of all applicable federal, state, provincial, and international regulations and laws. Any activities of the chapters or chapter related actions of its staff, officers, directors, or members which violate these regulations and laws are detrimental to the interests of the chapter, are unequivocally contrary to chapter policy and, in consideration of these Bylaws, lack authority.