Redwood Empire Remodelers Association Bylaws and Policies

REVISED June 21, 2011

ARTICLE I

Section 1.  NAME: The name of the not for profit corporation shall be “Redwood Empire Remodelers’ Association” and shall hereinafter be referred to as the “Association”.

Section 2.  LOCATION: The principal office of the Association shall be located in a place designated by the Board of Directors (hereinafter the “Board”) and shall be within Sonoma County.  The location may be changed periodically as conditions warrant, by written notice to the membership at least sixty (60) days prior to the change.

ARTICLE II

Section 1.  PURPOSE AND OBJECTIVES: The purpose and objectives of this Association are:

a)  To promote the common business interests of those engaged in the remodeling and home improvement industries;

b)  To encourage ethical conduct, good business practices and professionalism in the industry;

c)  To foster cooperative action in advancing, by all lawful means, the common purposes of its members;

d)  To sponsor educational programs and activities for the benefit and enlightenment of its members;

e)  To conduct programs to inform the public of the advantages of maintaining homes in good condition and thereby help improve the nation’s housing inventory;

f)  To educate the membership regarding such legislation and regulations which can help stimulate remodeling and to encourage corrective action for those laws, rules or regulations which tend to discourage, stifle or impede remodeling;

g)  To stimulate the need and desirability for remodeling and maintenance of residential and commercial structures;

h)  To support and encourage the establishment, by other agencies, of a trained, skilled, conscientious labor force;

i)  To conduct, participate in, promote and encourage programs, for both members and the public at large, which increase awareness of environmental issues as they pertain to the process of remodeling or to the products used therein and the need to wisely manage our natural resources;

j)  To conduct or engage in all lawful activities in the furtherance of the foregoing purposes or incidental thereto.

Section 2.  STANDARDS: Members of the Association shall pledge to observe high standards of honesty, integrity and responsibility in the conduct of business by:

a)  Promoting only those products and services which are functionally, environmentally and economically sound and which are consistent with objective standards of health and safety;

b)  Making all advertising and sales promotion factually accurate with respect to product description, performance specification and cost/benefit analysis and by avoiding those practices which tend to mislead or deceive the customer with respect to competitive pricing, savings claims or the nature and significance of contracts, warranties, finance agreements, completion certificates, lien waivers or liability and workers’ compensation insurance;

c)  Writing all contracts and warranties such that they are fair and mutually beneficial to all parties concerned, such that they are free of ambiguities or omissions which tend to obscure contractual obligations, and such that warranty terms and provisions are free of the capacity to mislead or deceive the customer as to the quality or longevity of the product or service;

d)  Honoring all contractual obligations until and unless they are altered or dissolved by mutual consent of all contractual parties concerned and by fulfilling those obligations in a reasonably prompt manner that is fair to all parties concerned.

e)  Promptly acknowledging and acting on all customer complaints and, in situations where complaints appear unreasonable and persistent, by encouraging the customer to initiate an approved third party dispute settlement mechanism;

f)  Refraining from any act intended to restrain trade or suppress competition and to thereby promote the private enterprise system and its guarantee of equal rights for all.

Section 3.  NON-DISCRIMINATION AND ANTI-HARASSMENT
The Redwood Empire Remodelers Association is committed to an environment in which all individuals are treated with respect and dignity.  RERA is also committed to equal opportunity for all persons without regard to sex, age, race, color, religion, creed, national origin, marital status, disability, or sexual orientation.  It is the policy of RERA to comply with all federal, state, and local laws and regulations regarding equal opportunity.  In keeping with that policy, RERA is committed to maintaining an environment that is free of unlawful discrimination and harassment.  Accordingly, RERA will not tolerate unlawful discrimination against or harassment of any of our members or others present at our functions by anyone, including another member, vendor, client, or guest of RERA.
UNLAWFUL DISCRIMINATION and HARASSMENT:
Harassment consists of unwelcome or unwanted conduct, whether verbal, physical, or visual, that is based upon a person’s race, national origin, sex, age, religion, disability or other protected attribute.  Examples of unlawful harassment include words, gestures, stories, jokes, or nicknames that are derogatory, demeaning, or insulting to a person based on his or her race, national origin, sex, disability, age, religion, or other protected attribute.

SEXUAL HARASSMENT:
Unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitute sexual harassment when (1) submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment, (2) submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting such individual, or (3) such conduct has the purpose or effect of unreasonably interfering with an individual’s work performance by creating an intimidating, hostile, or offensive work environment.
Examples of sexual harassment may include, but are not limited to the following conduct by any employee, whether male or female:  Unwanted sexual advances or propositions, offering employment benefits in exchange for sexual favors, making or threatening reprisals after a negative response to sexual advances, sexual innuendo, suggestive comments, sexually oriented “kidding” or “teasing”, jokes about gender-specific traits, making sexual gestures or comments, displaying sexually suggestive objects, pictures, cartoons, or postures, impeding or blocking another’s movement, physical contact, such as patting, pinching, or brushing against another’s body, and continued requests for a date after rejection.
REPORTING HARASSMENT:
If a RERA member, vendor, client, or guest feels that he or she has been harassed on the basis of his or her sex, race, national origin, ethnic background, or any other legally protected characteristic, they should immediately report the matter to a member of the RERA Board.  Once the matter has been reported it will be promptly investigated and any necessary corrective action will be taken where appropriate.

Anyone engaging in improper harassing behavior will be subject to disciplinary action, including the possible termination of membership and/or being banned from all RERA functions for one year.

All complaints of unlawful harassment will be handled in as discreet and confidential a manner as is possible under the circumstances.

The procedure for reporting incidents of harassing behavior is not intended to impair, replace, or limit the right of anyone to seek a remedy under available state or federal law by immediately reporting the matter to the appropriate state or federal agency.

ARTICLE III

Section 1.  MEMBERSHIP: Membership shall be held in the name of a company or firm and shall be open to the following:

a)  Contractors, duly licensed by the State of California, and engaged in remodeling or home improvement activities;

b)  Architects, engineers and designers;

c)  Manufacturers, and material suppliers;

d)  Financial institutions which make loans for remodeling, home improvement or home building;

e)  Trade and consumer publications whose emphasis, is remodeling or home improvement;

f)  Wholesalers and distributors of products for remodeling and home improvement;

g)  Better Business Bureaus and Chambers of Commerce;

h)  Other organizations engaged in or having an interest in the remodeling and home improvement industry, upon approval by the Board.

Section 2.  ELIGIBILITY: To be eligible for membership in the Association, an applicant must submit an application which has been approved by the Board as to form and substance. The application shall be reviewed, and upon acceptance by the Membership Committee and the Board of Directors, the applicant may become a member, provided that the following requirements are met. The applicant has:

a)  Been conducting business in conformity with the Association’s Recommended Business Practices;

b)  Submitted, along with appropriate dues, a signed application form stating that the applicant
agrees to conform to the ByLaws and the Recommended Business Practices of the Association, and a current certificate of proof of liability insurance provided by contractors and installers.

ARTICLE IV

Section 1.  BOARD OF DIRECTORS: The governing body of the Association shall be a Board which consists of eleven people who shall be the President, Vice President, Secretary, Treasurer, the immediate PastPresident and six members at large elected by the membership.  Issues shall be decided by a majority vote of the Board present and voting.  The “Governing Body” shall be the only Board members eligible to vote.  Committee Chairs are not eligible to vote, but are welcome and encouraged to participate in Board Policy discussions.

The President (or President Pro Tempore) shall vote only when his/her vote is necessary to break a tie, at which time he/she must cast a vote. If the President has excused him/herself from voting on an issue because of a conflict of interest, then while that issue is being considered, the VicePresident shall serve as President Pro Tempore and be bound by the procedure outlined above.  No person may be President or Vice President who has not first served as a voting member of the Board.

For transition from existing Board to new Board, each residing Officer shall provide a minimum of three hours (or as required) of assistance to familiarize the incoming Officer with their new duties and procedures.  This shall be performed prior to the first Board meeting of the New Year.  All incoming Board members shall be required (agree) to review and be familiar with the Association’s By-Laws, Policies, and Fiduciary Duties prior to taking office.

Section 2.  TERM OF OFFICE:  The following combinations of officers, President/Secretary and Vice-President/Treasurer shall serve an alternating term of two (2) years.  This is to provide continuity, stability, and training for the new Board members and the Association.  The six membersatlarge shall be elected by the membership, as hereinafter provided, and shall serve for a term of one (1) year.

Section 3.   In the event of the death, resignation, removal or expulsion of any officer or director, the President shall appoint, with Board approval, a successor who shall take office immediately and serve for the balance of the unexpired term or until the next annual election, whichever is sooner.  Any officer who is appointed to serve more than two-thirds (2/3) of an unexpired term, shall be eligible to be elected to that same office for only one more consecutive term.

Section 4.  There shall be monthly meetings of the Board at such time and place as it may determine. Notice of each meeting of the Board shall be given in writing to each director personally or mailed at least seven (7) days prior to the date of the meeting and must state the date, time and place of the meeting.  Notification may be made electronically (email).

Section 5.  A special meeting of the Board may be called by the President or by any three voting members of the Board.  Notice of a special meeting must be in writing and given to each director personally or mailed, at least three (3) days prior to the date of the meeting and must state the date, time and place of the meeting.  Notification may be made electronically (email).

Section 6.   Removal of a Board Member for Cause- A Board member can be removed by a two- thirds (2/3) vote of the Board at a regularly scheduled Board meeting for any of the following reasons:

• Incompetence or failure to respond to training;
• Gross insubordination;
• Repeated unexcused absences;
• Sexual harassment;
• Verbal abuse;
• Physical violence;
• Falsification of records;
• Theft;
• Drunkenness while performing RERA business;
• Gross Negligence;
• Failure to abide by the Association’s By-Laws and Policies.

Upon request, the Board Member in question may have a hearing conducted by the Board prior to the vote.  This Board Member shall be present and participating at the hearing.

Section 7.  Five members of the Board, four of which are eligible to vote, shall constitute a quorum for all meetings of the Board.

ARTICLE V

Section 1.  The officers of the Association shall be a President, a VicePresident, a Secretary, and a Treasurer. The officers shall be elected by the membership, at its “Election Meeting”- The November dinner meeting, for an alternating term of two (2) years, (see Article IV, Section 2) beginning with the first day of January following the election and until their successors are elected and installed. No officer having held an office for two consecutive years shall be eligible to succeed him/herself in that same office.

Section 2.  DUTIES OF THE PRESIDENT: The President shall preside at all meetings of the Association and of the Board. He/She shall appoint all committee chairs and committees with the approval of the Board and shall be an ex-officio member of all committees. He/She shall perform all other duties incident to the office.

Section 3.  DUTIES OF THE VICE PRESIDENT: The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. He/she shall also generally assist the President and perform such other duties as shall be prescribed by the Board.

Section 4.  DUTIES OF THE SECRETARY: The Secretary shall keep records of all meetings of the Association and of the Board, and perform all other duties customarily pertaining to the office or as prescribed by the Board.

Section 5.  DUTIES OF THE TREASURER: The Treasurer shall receive and deposit all Association funds, in the name of the Association, in a bank or trust company selected and approved by the Board. He/she shall issue receipts and make authorized disbursements by check after proper approval by the President or the Board; and provide financial reports every month (or more often if required by the President or the Board) to the Board. These monthly financial reports are to be provided to Board members regardless of whether or not a formal Board meeting is held.  Financial reports shall consist of: 1) Profit and Loss Statement, 2) Balance Sheet, 3) Accounts Receivable, and 4) Check Detail.  Committee Budget reports shall also be provided upon request or as needed.  Financial reconciliation (bank statements, bookkeeping system) shall be performed on a quarterly basis by an outside professional (paid, non-RERA member) who is a certified practitioner in the current RERA accounting system (QuickBooks, etc.).  Treasurer shall perform other duties incidental to the office or as prescribed by the Board.

Section 6.  No elected officer, committee chair, or other Board member of the Association shall be entitled to, nor shall he/she receive any salary or compensation or benefit of trade in exchange for Board duties performed.  All duties of Board positions shall be performed on a voluntary basis to avoid conflict of interest issues.

Section 7.  The Board may reimburse elected officers or members of the Board or their alternates for actual expenses incurred in connection with the performance of their duties according to guidelines which the Board shall adopt from time to time.

ARTICLE VI

Section 1.  NOMINATIONS: There shall be a Nominations Committee (chaired by the immediate Past President) of no fewer than three (3) active members, appointed by the Board.  The Nominations Committee shall be formed no later than September of every year.

Section 2.  The Nominations Committee shall name a qualified nominee for each office and directorship coming vacant.  It shall ensure that each nominee has been contacted and agrees to serve if elected.

Section 3.  At the annual meeting, prior to the election of officers and directors, additional nominees, if any, shall be accepted from the membership present, provided that nominees have agreed to serve if elected.  Nominations shall be considered “closed” after the annual meeting.  The “Annual Meeting” shall be held at the October dinner meeting, with elections to be held at the November dinner meeting (the “Election Meeting”).

Section 4.  At least thirty (30) days prior to the annual meeting of the Association (October dinner meeting), the Secretary shall mail to all members, the list of nominees prepared by the Nominations Committee.  Method of mailing to membership may be performed electronically (email).

Section 5.  Officers and directors, who are running unopposed, shall be elected by voice vote at the November “Election Meeting” by a majority vote of members in good standing, present and voting. Upon a request from the floor, by any voting member, or from any member of the Board, election may take place by a show of hands rather than by voice. Such request may be made prior to the voice vote or immediately thereafter, but before the Secretary certifies the outcome. Voting for offices and directorships which have more than one nominee shall be done by secret, written ballot.

Section 6.  At the option of the Board, voting may take place by absentee ballots available to each member at least ten (10) days prior to the scheduled election date and returned in sealed envelopes to the Secretary prior to the time of the election. The Board may choose to have voting occur by a combination of absentee ballots and by vote of those present at any voting meeting as outlined in Section 5 above. It shall be the responsibility of the Board to provide a system which reasonably precludes members from voting more than once (i.e., by absentee .ballot and in person) during the same election.  Voting may NOT be conducted electronically (email).

ARTICLE VII

Section 1.  STANDING COMMITTEES: There shall be standing committees for the following:

a) Communications
b) Web Site
c) Membership
d) Professional Education
e) Programs
f) Public Relations
g) Vocational Education

Section 2.  SPECIAL COMMITTEES: Special Committees may be established and appointed by the Board.

Section 3.  The chairperson of each committee shall report its activities to the Board on a monthly basis.  All committee activities shall be subject to the approval of the Board.  Those wishing to serve on a committee must be members in good standing to be eligible to participate.

ARTICLE VIII

Section 1.  ANNUAL MEETING: There shall be an annual meeting of the Association at such time and place as designated by the Board.  (October dinner meeting).

Section 2.  REGULAR MEETINGS: There shall be regular membership meetings at least ten (10) times per year at such times and places as designated by the Board.

Section 3.  SPECIAL MEETINGS: Special Association meetings may be called by the President, the board or on written request by twentyfive (25%) percent of the membership.

Section 4.  NOTICE OF GENERAL MEMBERSHIP MEETINGS: Notice of the “Annual Meeting” (the October dinner meeting) shall be given to each member at least thirty (30) days prior to the date of the meeting (at the September dinner meeting).  Notice of the “Election Meeting” (November dinner meeting) shall be given at the October dinner meeting. Notice of REGULAR or SPECIAL meetings shall be given to each member at least seven (7) days prior to the date of the regular or special meetings.

Section 5.  QUORUM AT VOTING MEETINGS: A majority of members of the Association shall constitute a quorum at any vote of the Association.  For the purposes of this section, absentee ballots, as defined in Article VI Section 6, shall be considered valid for constituting a quorum.

Section 6.  RULE OF ORDER: Except as otherwise provided herein, all questions of order shall be decided in accordance with Robert’s Rules of Order.

ARTICLE IX

Section 1.  DUES: The Board has the authority to establish classes of membership, to set dues for each class of membership, and to require them to be collected from all members. The amount of dues shall be set annually and shall be payable annually in the individual’s anniversary month.

Section 2.  Any member whose dues are unpaid for three (3) months shall be considered to be not in good standing and shall not be entitled to vote, hold office or enjoy the privileges of Association membership, provided such member shall have been duly notified in writing.

Section 3. The fiscal year of the Association shall be January 1 to December 31.

ARTICLE X

Section 1.  AMENDMENTS: These ByLaws may be amended by a twothirds (2/3) vote of the membership present at any meeting, provided that at least thirty (30 days notice of any proposed amendment has been given to all members.)  Notice may be served electronically (email).

RERA POLICIES

BOARD POLICIES:

MAY 2010
The bank account signature card will include the President, Vice President, Treasurer and Secretary.

MAY 2010
All expenses paid must be approved by each Committee Chair prior to submitting to the Treasurer for reimbursement.  Committee Chairs may approve expenditures up to $150.00.  Any expenses greater than $150.00 must be approved by the Board prior to spending the funds.

MAY 2010
Anyone who wishes to address the Board must submit in writing the topic they wish to add to the agenda to the President at least one week before the monthly Board meeting.  Presenters will have up to 10 minutes to address the Board.

MEMBERSHIP POLICIES:

JAN 1995
Former members seeking reinstatement can rejoin without the $50.00 registration fee.  New members join for $150.00 plus the one time registration fee of $50.00.

APR 1995
Membership directory reprints will be reviewed every 6 months by the Board of Directors, for updating and reprinting.

AUG 1995
The Membership application form should be reviewed by the Membership Committee annually and updated as appropriate.

JAN 1997
The Membership Chair will send new member information to all board members. The committee chairs will be required to call new members who have indicated an interest in their committees.

MAY 2010
RERA will provide two name badges per membership. Additional badges may be purchased at RERA’s current cost.

MAY 2010
A member who refers a new paid member to RERA shall receive a “Free Dinner Meeting Certificate”.

COMMUNICATION POLICIES:

MAY 2010
Communications Chair will act as a contact for members to call or email with news of their current jobs and projects for the newsletter and official announcements.

MAY 2010
Consumers calling for information should be directed to the RERA website.

DINNER MEETING POLICIES (Programs & Professional Education Forums)

MAY 2010
The dinner meeting charge for hosted dinners will be limited to $15 when only
Hors D’oeuvres are served.

MAY 2010
At RERA sponsored events, such as Dinner Meetings and Professional Education Forums; all attendees shall pay the full price for the event, regardless of when they leave.  Those who wish to attend a Dinner Meeting or Professional Education Forum, are required to make a reservation and to pay the amount shown for the event, even if they do not intend to eat or stay for the entire program.  For reservations made, and not cancelled by the deadline indicated, an invoice for the amount charged by or to RERA for the event will be sent.

WEBSITE POLICIES:

MAY 2010
The following policy applies to RERA members sending emails to info@rera.com, or accessing the RERA website.  Use of RERA email by RERA members is permitted and encouraged where such use supports the goals and objectives of the organization.

Prohibited Acts:
1) Transmitting unsolicited commercial or advertising material.
2) Emails must not contain offensive, threatening, or harassing statements or language including disparagement of others based on their race, color, national origin, sex, sexual orientation, age disability, religious or political beliefs, or any other protected classification.
3) Sending, saving or soliciting sexually oriented messages or images.
4) Broadcasting unsolicited personal views on social, political, religious, or other non-business related matters.
5) Undertaking deliberate activities that waste RERA committee or Board members effort or networked resources.
6) Introducing any form of computer virus or malware into the corporate network.
7) Sending chain letters, gambling, or engaging in any other activity in violation of local, state, or federal law.
Where it is believed that a RERA member has failed to comply with this policy, they face the possibility of having their membership revoked and in cases of a violation of the law, reported to the appropriate state or federal agency.  The actual penalty applied will depend on the seriousness of the breach.

Membership Directory:
RERA is committed to ensuring that your privacy is protected.  We will ask you to provide certain information by which you can be identified.  You can be assured that it will only be used in accordance with this privacy statement.

What we do with the information we gather:
We require this information to understand your needs and provide you with better service, and in particular for the following reasons:
• Internal record keeping.
• Membership Directory Listings, online and in print.
• We will send promotional emails about RERA events, special offers, or other information which we think you may find interesting using the email address which you have provided.
• We may contact you by email, phone, or fax.

Links to other websites:
Our website contains links to other RERA member websites and websites of interest.  However, once you have used these links to leave our site, you should note that we do not have any control over that other website.  Therefore, we cannot be responsible for the protection and privacy of any information which you provide whilst visiting such sites and such sites are not governed by this privacy statement.  You should exercise caution and review the privacy statement applicable to the website in question.

We will not sell, distribute or lease your personal information to third parties.  In our emails we may send you promotional information about third parties which we think you may find interesting.