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Article I
Name and Location
Sec. 1. The name of this Association shall be “Metropolitan Builders Association of Greater Milwaukee;” hereafter known as “MBA”.

Sec. 2. The principal office of the Association shall be located within the jurisdictional boundaries of the Association.

Article II
Territorial Jurisdiction
Sec. 1. This Association shall operate for the benefit of home builders and persons, firms or corporations engaged in allied trades, industries and professions in the Counties of Jefferson, Milwaukee, Ozaukee, Washington and Waukesha, State of Wisconsin, jurisdiction so described in charter granted by NAHB within Area 10 U.S.A.

Sec. 2. It shall be the policy of the MBA to allow the establishment of chapters in each county within the Association’s jurisdiction. Such chapters may be chartered under the MBA Master Charter, provided:
(a) That 25 members are enrolled.
(b) That such chapter subscribe to the MBA Constitution, By-Law and Code of Ethics.

Article III
Objectives
Sec. 1 The objectives of the Association shall be:
(a) To unite Builder and all members within the above described jurisdiction for purpose of mutual advantage and cooperation.
(b) To develop and maintain within the building industry, a high appreciation of the objectives and responsibilities of builders in fully serving the public thereby encouraging the respect and confidence of the public.
(c) To advocate and encourage the constant improvement of building techniques and practices.
(d) To promote and protect the opportunity for adequate housing for all people.
(e) To cooperate with other trade associations in all matters related to advancing the building industry.
(f) To advocate the standardization of building codes throughout the state.
(g) To work for the elimination of governmental orders improperly restricting the building industry and to support beneficial directives.
(h) To promulgate and enforce a code of ethics for members of this Association.
(i) To collaborate with distributors and manufacturers of building materials and equipment to the end that maximum quality at minimum cost to the consumer is achieved.
(j) To issue such publications as may be necessary to disseminate information of value to its members, the public and government.
(k) To serve, advance and protect the welfare of the building industry, in such a manner that adequate housing will be made available through private enterprise to all people.
(l) To advocate high standards of design and construction to attractive communities, with educational, recreational, religious and shopping facilities accessible to all.
(m) To encourage members to actively participate in government and to further encourage involvement in civic and service organizations whether their activities directly or indirectly affect the building industry.
(n) To provide and improve the labor force necessary to meet the changing needs and requirements of our building industry.
(o) To encourage equal opportunities for all people in education, employment and housing without regard to race, color or creed.

Article IV
Code of Ethics
Sec. 1. The members of this Association shall subscribe to the following Code of Ethics:
(a) Our paramount responsibility is to our customers, our community and our country.
(b) Honesty is our guiding business policy.
(c) All housing shall be built to adequate standards of health, safety and sanitation.
(d) Members shall deal fairly with their respective employees, subcontractors, suppliers, and other members.
(e) As members of a progressive industry, we encourage research to develop new materials, new building techniques, new building equipment and improved methods of financing, to the ends that every purchaser may receive the greatest value possible for every dollar.
(f) All sound legislative proposals affecting our industry and the people we serve shall have our informed and vigorous support.
(g) Members shall not obtain any business by means of fraudulent statements, knowing acts of omission, or by use of implications unwarranted by fact or reasonable probability.
(h) Members shall not perform, or cause to be performed, any act which would tend to reflect discredit on, or bring into disrepute, any part of the building industry.
(i) Members obtaining construction payouts shall promptly pay creditors and not use funds for other purposes.
(j) Members shall not engage in copyright infringement.
(k) All members shall arbitrate disputes involving any real estate or construction related business interest that the member has an ownership interest in.
(l) All members shall only use the MBA Logo in conjunction with the company name that holds a membership at the Association.
(m) We pledge our support to our industry, our local, state and national associations, and all related industries concerned with the preservation of legitimate rights and freedoms.
(n) We pledge to respect members who choose to participate in the MBA promotions and pledge to refrain from competing against or detracting from those promotions.
(0) We hold inviolate the free enterprise system and the American Way of Life.

Article V

Membership
Sec. 1. Membership in this Association shall be of eight classes:
(a) Builder membership shall be the principal membership and shall include the following sub- classifications:
(1) Builder membership shall be open to any person, firm, or corporation that is in the business of residential construction, multi-family construction, or general construction and/or land development, who is of good character and business reputation.
(2) Remodelor membership shall be open to any person, firm, or corporation that is in the business of remodeling, who is of good character and business reputation.
(3) Developer membership shall be open to any person, firm, or corporation that is in the business of land development, who is of good character and business reputation or who through subsidiary corporations, partnerships, and/or limited partnerships engages in land development but who does no construction.
(4) Light Commercial/Multifamily membership shall be open to any person, firm, or corporation that is in the business of light commercial construction and/or multifamily construction, who is of good character and business reputation.
(b) Interim Builder membership shall be open to:
(1) Any contractor who has not met the minimum requirement of Builder membership. Such members are not permitted to vote, to use the MBA logo, or participate in MBA promotions until attaining Builder membership status. Upon meeting all Builder membership requirements, the Interim Builder shall be considered for full Builder membership.
(c) Associate membership shall be open to:
(1) Any person, firm, or corporation engaged in a trade, industry or profession related to home building, the greater part of whose business activity consists of the performance of work or labor in or about the erections, construction or repair of buildings (for example: masons, plumbers, plasterers, carpenters or electricians), and who is of good character and business reputation.
(2) Any person, firm or corporation engaged in a business or industry connected or associated with the construction industry, and the greater part of whose business activity consists of the furnishing of materials used in and about the erection, construction or repair of buildings, or the financing of the erection and construction of buildings, or any other activity connected with the home building industry.
(d) Affiliate membership:
(1) Affiliate members shall be open to any person, firm or corporation not here in above specified who desires to participate in the activities of the Association and who is of good character and business reputation.
(2) Affiliated members shall be subject to the same rules and regulations with reference to admission, payment of dues, membership in the National and State Associations and limitations of voting privileges, as are applicable to Associate members.
(e) Local or National Dual Membership. A dual membership is for the member firm wishing to add a second representative to the Association. Dual members are permitted to serve and vote within the Association’s Committees and Councils and to serve in an officer capacity as long as another individual from the same member company is not serving in an officer capacity.
(f) Inactive Membership. Any former member who is no longer active in the industry but the former member may continue to own or may dispose of investment real estate previously developed. Inactive members are not permitted to vote, hold local office, or hold directorships at the local level unless the member is a Past-President. Inactive members are permitted to serve and vote within the Association’s Committees and Councils.
(g) Honorary membership. Any person who shall distinguish himself or herself by meritorious service in the furtherance of the interest of the Association, or who is connected with a governmental agency or department handling matters pertaining to the home building industry may be elected to honorary membership in this Association by a two-thirds (2/3) vote of the Board of Directors. Such honorary membership shall be subject to the following conditions:
(1) A person being considered for honorary membership shall not be a dues paying member of the MBA or be active in the home building or light construction industry.
(2) Honorary members shall be exempt from payment of any dues and shall have no interest in any property of the Association and shall have no vote.
(3) If an honorary member becomes active in the home building or light construction industry, the individual or corporation shall be required to pay the usual dues and assessments.
(4) The Association reserves the right to revoke an honorary membership. This action may only be taken by a two-thirds (2/ 3) vote of the Board of Directors.
(h) Student membership shall be open to any student enrolled in a high school in the MBA territorial jurisdiction, or enrolled in a technical institution, or enrolled at a baccalaureate degree institution, who has reached the age of 18 years and has exhibited a desire to enter the construction industry.
Sec. 2. One or more memberships may be held by Builder or Associate members.

Sec. 3. Applications for membership in this Association shall be made to the Membership Committee and processed in the following manner:
(a) Applicant shall submit his application in writing on a form supplied by the Association containing an agreement to abide by the By-Laws and Code of Ethics of this Association.
(b) Applicant shall be sponsored by one association member in good standing, and shall be accompanied by the appropriate first year’s dues. Such payment shall be returned in full if membership is not approved.
(c) The Membership Committee shall investigate all applications for membership and make recommendations to the Board of Directors in whom shall be vested the exclusive right to elect applicant to membership.
(d) When elected to membership in this Association, the member, except for honorary and local dual memberships, automatically becomes a member of the National Association of Home Builders and Wisconsin Builders Association.
Sec. 4. Suspension, termination, reinstatements and transfer of membership in this Association shall be accomplished in the following manner:
(a) Any member whose dues and/or assessment are not paid in full within one (1) month after they become due and payable shall automatically be dropped from membership. It is required, however, that the acceptance of yearly dues be refused until all previous dues, assessments and obligations due and owing the Association are paid in full.
(b) Complaints involving members shall be handled through the MBA’s Mediation Service and/ or processed by the Construction Arbitration Board as defined in Article XIV, Sec. 1. (e) and (f). In the case of an arbitrated dispute, the Construction Arbitration Board shall give the member in question an opportunity to be heard concerning the charges made and may make such order requiring the performance of work or the payment of money damages as may be appropriate, provided that an arbitration agreement is signed by both parties. If the member fails to comply with an arbitrated decision, the matter shall be referred to the Board of Directors. All non-contractual complaints involving violation of Article IV shall be processed by the Ethics Subcommittee in the manner prescribed in Article XIV, Sec. I (g). The Board of Directors may by majority vote take such action including reprimand, suspension, or expulsion, as it may deem to be for the best interest of the Association. In case of expulsion, the member affected may, upon filing of a written request therefore with the Association, appeal his case to an open meeting of the membership of the Association. At such meetings a majority vote of the members present shall be necessary to override any action taken by the Board of Directors.
(c) A majority of the Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this section upon payment of all arrears of dues and assessments.
(d) All resignations of members, either written or oral, or cancellation of members for non- payment of dues, shall take effect as of the date of such resignation or cancellation by the member at the Association office. The act of resignation or cancellation shall in no way release the member from any financial obligations
(e) All suspensions of members shall be for a definite term and at the end of such term such members shall be automatically reinstated except in case of suspension of a member for non-payment of dues may terminate by expulsion for dues or assessments are unpaid. Any member expelled from membership in the Association shall be reinstated in the same manner an applicant for new membership, provided all outstanding indebtedness is paid.

Article VI
Builder Standards
Sec. 1. All Builder members shall abide by and subscribe to the Association's Builder Standards herein described: Prior to construction commencement, Builder shall provide his or her customer or agent with a written contract, a set of specifications and a set of working plans. Such documents shall be approved by the Metropolitan Builders Association or a builder’s own documents shall be fair and equitable to both parties and meet the following requirements:
(1) A contract submitted by a Builder shall be written and include:
(a) Names of both parties.
(b) Location of real estate.
(c) Incorporation of plans and specifications.
(d) Provision that builder agrees to do the work according to the plans and specifications in a workmanlike manner.
(e) Date when construction is to commence and a provision agreeing to pursue completion with reasonable diligence.
(f) Contract price, outlining specifically the manner of payment.
(g) Provisions for authorization of extras.
(h) Provision for insurance.
(i) Provision requiring a member to process disputes through mediation and/or arbitration before the Construction Arbitration Board of the Association upon demand of the customer and in accordance with the procedures established by the Association.
(2) Plans submitted by a Builder shall meet the following standards:
(a) Drawn to scale.
(b) Have four elevations showing all exterior walls.
(c) Have a dimensioned floor plan for each floor including a basement level.
(d) Have a scale outline of any special details such as fireplace, vanity, cabinets, and any special construction details.
(e) Have at least one wall section showing a section of construction of the wall footing through the ridge.
(3) Specifications submitted by a Builder shall include:
(a) Any special items not included in the plans.
(b) Special allowances.
(c) Excavating and grading, including lot conditions.
(d) Complete masonry and steel details.
(e) Carpentry and lumber detail including type of roof and insulation.
(f) Millwork, wall treatment and exterior treatment.
(g) Plumbing.
(h) Heating.
(i) Electrical.
(j) Decorating.
(k) Detail of site improvements.
(l) Signature of both Builder and owner.
Plans and specifications are not required to be presented to the owner in the case of FHA or VA financing but must be on file with the local FHA or VA office.

(4) The Builder shall furnish labor and materials in accordance with the plans and specifications; all labor performed shall be in a workmanlike manner according to accepted industry standards.
(5) Any changes made to the original contract, specifications or plans must be acknowledged in writing by both builder and owner, specifying the change and cost differences, if any.
(6) The construction shall comply with all zoning ordinances, codes, requirements or regulations of the local authority, and be approved by any and all inspectors, including FHA or VA, if required. If, however, construction varies from the plans and specifications, any additional cost as a consequence of such variance shall be appropriately assessed to the appropriate party.
(7) The builder shall secure and have available waivers of lien, as required, for all materials and labor incorporated in said construction.
(8) Builder shall meet all insurance requirements of Wisconsin’s Contractor Certification and shall be responsible for acts of builder’s agents or subcontractors to maintain industry standards.
(9) Builder shall provide a homeowner a one-year warranty effective from substantial completion or occupancy of the home, whichever occurs first. The specifics of said warranty should be given to the homeowner.
(10) If Builder uses a MBA Standard Document, the Builder shall abide by the policies adopted by the Board of Directors for that document’s use.
(11) Builder members admitted after January 1, 2005 shall meet the educational requirements established from time to time by the MBA Board of Directors within one (1) year of their membership. Interim Builder members shall meet the educational and other requirements established by the MBA Board of Directors within the time frame established by the MBA Board of Directors.

Article VII
Meetings
See. 1. Meetings of the Membership shall be held as follows:
(a) An annual meeting shall be held in the fourth quarter of each year, for the purpose of electing the Board of Directors and Officers and reviewing the affairs of the Association for the past year. The Officers and Directors so elected shall take office as of December 1st following their election.
(b) General meetings shall be held, as approved by the Board of Directors.
(c) Special meetings may be called at any time by the President or the Board of Directors.
(d) Notice shall be given of the date, hour and place of all meetings in writing to each member at least five days in advance.

Article VIII
Fiscal Year
Sec. 1. The fiscal year of this Association shall be the calendar year.

Article IX

Dues and Assessment
Sec. 1. The annual dues of this Association are as hereinafter recited.
(a) Builder and Interim Builder members - Six Hundred Ninety-Five ($695.00) Dollars per year. Entitles this class of member to one membership. Builder dues shall be payable annually and the membership shall extend for a one-year period.
(b) lnactive members – in the case of former Builder members who request such status from the Board, annual dues shall be $290.00 per year.
(c) Associate or affiliate members – Four Hundred Ninety-Five ($495.00) Dollars per year. Entitles this class of member to one membership. Associate or affiliate dues shall be payable annually and the membership shall extend for a one-year period.
(d) National and Local Dual membership -- In the case of any member Builder, or Associate wishing to add a second representative to the Association, said member shall pay additional sum of Three Hundred Forty-Five ($345.00) Dollars if representative is made a member of the State and National Associations. Such member desiring an additional representative to be admitted only to local membership shall pay an additional sum of One Hundred Twenty-five ($125.00) Dollars per year.
(g) Honorary members - No dues.
(h) Student members - No dues.

Sec. 2. Dues for membership in the National Association of Home Builders of the United States shall be paid by this Association from its Treasury at the rate fixed and under the terms stated in the By-Law of the National Association (or amendments thereto currently in effect).

Sec. 3. This Association shall pay the dues of the Wisconsin State Builders Association for all members of this Association.

Sec. 4. In addition to the above dues, the Board of Directors may, by resolution adopt by two-thirds (2/3) vote of the members of said Board, levy assessments to be paid by the members on a uniform basis. Such assessments shall not become valid until approved by a majority vote of the voting members of the Association present and voting at any regularly called meeting. Notwithstanding anything herein contained to the contrary, on all questions affecting the levying of assessments pursuant to this paragraph, all members of the Association affected by the proposed assessments shall have the right to vote.

Article X
Board of Directors
Sec. 1. The Board of Directors (the “Board”) shall consist of nine (9) Builder members at large, one elected representative of each affiliated chapter as herein provided, and the President, the President-Elect, the Vice-President, the Secretary-Treasurer and ex officio members as herein provided.

Sec. 2. The two immediate past presidents of the MBA, and the presiding chairman, vice chairman and secretary-treasurer of the Associate Advisory Board shall be ex officio members of the Board of Directors with the right to vote. All past presidents of the MBA or WBA other than those enumerated above, who are current dues paying members of the Association shall be entitled to vote at meetings of the Board of Directors of the Association.
Sec. 3. National Directors of the MBA and the alternates who are not members of the MBA Board of Directors, shall be ex officio members of Board during their tenure as national directors, without the right to vote.

Sec. 4. The Board of Directors shall be the governing body of this Association.

Sec. 5. As the respective terms of the Directors expire, new directors shall be elected to succeeding terms of three (3) years each.

Sec. 6. A member shall not be eligible for re-election as a Director after a full term of three (3) years until one (1) year has elapsed.

Sec. 7. If a vacancy occurs in the Board of Directors of the Association or of the State or National Directors through death, resignation or otherwise, the Board of Directors shall appoint a member from the Association membership to fill such vacancy until the next annual meeting, at which time an election shall be held to fill the vacancy for the balance of the unexpired term. The appointed member shall be allowed to run for re-election to such office.

Sec. 8. National Directors and State Directors. At the appropriate board meeting, the MBA Board of Directors shall elect representatives of the Association for nomination to the Board of Directors of the National Association of Home Builders and of the Wisconsin State Builders Association. The incoming MBA President shall automatically be named to a one-year term as National Director.

See. 9. Alternate National and State Directors shall also be elected by the MBA Board of Directors at the appropriate board meeting. Alternate directors shall be elected to one-year terms and shall attend meetings of the National and State Association in the event the National or State directors are unable to attend.

Sec. 10. Meetings of the Board of Directors shall be held as follows:
(a) Regular Meetings of the Board shall be held monthly, except for the month of August, at such time as shall be regularly fixed in advance by the Board. Absence from three consecutive regular meetings without an excuse deemed valid and so recorded by the Board shall be construed as a resignation to be accepted on majority vote of all the directors present at any regular meeting. Past-Presidents are exempt from this requirement.
(b) Special Meetings of the Board may be called by the President or upon formal request in writing of five of its members.
(c) Notice of the date, hour and place of all meetings must be given to the Directors at least twenty-four (24) hours in advance.
Sec. 11. A quorum of the Board shall consist of nine (9) persons entitled to vote at Board meetings. At any meeting at which a quorum is present, a majority of those present shall determine any questions presented.

Sec. 12. There will be an Associate Advisory Board composed of at least 18 members to be elected by the Associate Member each year. Those elected will elect their officers for the ensuing year. The officers of the Associate Advisory Board so elected, shall sit on the MBA with the right to vote. The Associate Advisory Board will meet monthly. The function of this Associate Advisory Board is to entertain suggestions, expressions and/or grievances of the Associate Member, and after careful study, present same to the MBA Board.

Article XI

Officers
Sec. 1. The following officers shall be elected from the Builder members at their annual Meeting and shall hold office for a term of one (1) year commencing approximately December 1st, or until their successors are installed.
(a) A President shall be the chief officer of the Association and shall preside at its meetings and those of the Board of Directors and Executive Committee. The President (i) shall be the official spokesperson of the Association in matters of public policy subject to the advice and direction of the Board; (ii) shall appoint all Committees and boards, except as otherwise provided herein; and (iii) shall perform all other duties usual to such office, including signing all membership certificates, deeds, leases, and conveyances.
(b) A President-Elect who shall, in the absence of the President or upon the direction of the President, perform all of the duties of the President, succeeding such President at the next Annual Election.
(c) A Vice-President who shall, in the absence of the President or President-Elect or upon the direction of the President, perform all of the duties of the President.
(d) The office of Secretary and Treasurer shall be held by the same individual. The Secretary- Treasurer shall be responsible to the Association for an accounting of all monies collected and disbursed by the Association and shall render a monthly and annual statement to the Board of Directors, and an annual statement to the Board of Directors, and an annual statement to the membership. The Secretary Treasurer shall join with such other authorized officials in signing all deeds, leases, and conveyances.
(e) Vice-President-Associate who shall serve as the chairperson of the Associate Advisory Board. This officer shall not be authorized to perform the duties of the President or any other MBA office.
Sec. 2. An officer shall be ineligible for re-election to the same office for the next succeeding term.

Sec. 3. The following Administrative officers and staff may be employed by the Board of Directors at such rate of compensation as they deem fair and proper. An Executive Director shall serve as the Administrative Officer of this Association and be responsible for the workings of the staff, and perform all duties usual to this office and such other duties as may be delegated to the Executive Director by the Board of Directors, the Executive Committee or the President. The Executive Director shall be empowered to employ an adequate staff to carry on the business of this Association as instructed by the Board of Directors, at such rates of compensation as the Executive Committee may deem fair and proper, within the limitations of the annual budget. The Executive Director shall keep a permanent record of all Association activities.

Sec. 4. No officer of the Association shall sign or endorse any note, contract, bond or other obligations, except by express resolution of the Board of Directors duly adopted, unless otherwise expressly provided for.

Article XII
Voting
Sec. 1. The voting privilege shall be limited as follows:
(a) At all meetings of the Association, the right to vote on all questions presented, including the right to vote for the elections of officers, shall be limited to Builder and members of the Associate Advisory Board. It is understood that a partnership, firm, or corporation shall be entitled to only one vote on all questions presented, including the right to vote for the election of officers, regardless of how many members of said partnership, firm or corporation hold memberships in the Association or by a representative (duly qualified in writing) of such corporation, firm, partnership.
(b) At meetings of the Board of Directors only members of the Board including ex officio members, shall have the right to vote. To be eligible to vote at any given Board of Directors meeting, a Board member, including past presidents, must have been present at a minimum of one of the previous two Board meetings and Past Presidents must have attended in person six (6) of the last twelve (12) meetings.
Sec. 2. At all meetings of the members or directors, voting on all questions presented, except election, shall be by “ayes,” “noes” or by ballot. Any member who challenges the accuracy of the ruling of the chair on such vote may demand a standing vote or a roll call. At all elections, voting shall be by secret ballot. Election by mail is prohibited.

Sec. 3. A vote of the majority of those present at any meeting of the membership shall determine any measure unless otherwise provided herein.

Sec. 4. The voting members as defined in Article XII, Sec. 1(a) present at a meeting of the membership shall constitute a quorum.

Article XIII
Elections
Sec. 1. The Nominating Committees shall:
(a) Solicit and consider their recommendations of the membership as to candidates for each office and directorship to be filled.
(b) Prepare and send to each Builder member at least twenty (20) days prior to the Annual Meeting of the Membership a preliminary report containing a list of the candidates proposed for each office and directorship to be filled.
(c) Make substitute nominations where any candidate declines the nomination and present their “Final Report on Suggestion of Officers” at the Annual Meeting.
Sec. 2. Additional nominations may be submitted in writing to the Association office at least fifteen (15) days in advance of any election meeting, provided that such nominations are signed at least by ten (10) members of the Association eligible to vote. Publication of these suggested additional nominations to the voting membership shall then be made by the Association office at least ten (10) days prior to the Annual Meeting.

Sec. 3. Additional nominations for a particular office or directorship may be made from the floor provided the person so nominated is a member previously published to the membership as a nominee for the election as an officer, not Board of Directors, and further provided that the member so nominated from the floor is present and accepts the nomination immediately.

Sec. 4. Whenever there shall be only one nomination for an elective post, election can be by voice vote.

Sec. 5. Where more than two candidates are nominated for a given office, a ballot shall be taken in the usual manner. If one candidate receives more than 50% of the total vote cast, such candidate shall be declared elected. In the event no candidate receives more than 50% of the total vote cast, the two candidates receiving the highest number of votes shall then be voted upon a separate ballot and the candidate receiving the highest number of votes shall be declared elected.

Article XIV

Committees
Sec. 1. There shall be the following Committees:
(a) An Executive Committee consisting of two (2) immediate Past Presidents, President- Elect, Vice-President, Secretary-Treasurer, Vice-President Associate and Vice-President Elect Associate. This Committee shall conduct the affairs of the Association in accordance with the By-Laws, policies and instructions of the Board of Directors. It shall be the policy and steering committee of this Association, and shall be responsible for establishing a budget, subject to the approval of the Board of Directors. This Committee shall meet upon the call of the President, the Board of Directors, or any four of its members stating the time and place of meeting. Four members constitute a quorum.
(b) Two (2) Nominating Committees, each consisting of five members and two alternates. It will be their duty to prepare a slate of officers; local, national and state directors. Both slates of officers and local directors will be offered for election at the Annual Meeting. Slates of state and national directors and alternates will be offered for election at the appropriate MBA meeting. Additional nominations may be made by the MBA Board at that time. The Board, shall select and appoint from the Builder members, Vice-President Associate and Vice-President Elect Associate, the two Nominating Committees no later than their September meeting.
(c) The Membership Committee shall consist of five or more members, both Builder and Associate members, which shall meet upon call of the chairperson appointed by the President. Three members shall constitute a quorum. In addition to building the membership, it shall have the responsibility of investigating all applications for membership and recommending action to the Board.
(d) A Finance Committee composed of the Immediate Past President, President, President-Elect, Secretary-Treasurer, Past-Vice President Associate, and an at-large member from the MBA Board selected by the Nominating committees which shall meet upon call of the chairman. Three members shall constitute a quorum. This Committee, in cooperation with the Executive Committee, shall be charged with raising adequate funds to ensure the proper functioning of the Association's staff and activities. The Immediate Past President shall be Chairperson of the Committee.
(e) Construction Arbitration Board (CAB) which shall meet upon the call of the Chairman. Seven members shall constitute a quorum. CAB will process complaints and arbitrate disputes involving any matter related to building construction under the following procedures:
(1) The CAB will handle matters only where a contract for the construction or repair work has been entered into by the parties.
(2) Both parties must sign an agreement to submit the matter to arbitration and be bound thereby before CAB shall take any action;
(3) The fee for arbitration, which shall be set by the MBA Board and remain in effect until changed by Board action, must be included with the arbitration agreement;
(4) CAB shall be governed by the provisions of the Wisconsin Arbitration Act as modified by the CAB’s own procedures which are approved by the Board of Directors;
(5) A Builder member or Associate member who fails or refuses to sign and return an arbitration agreement within 30 days of receipt, or who fails to comply with the decision of the CAB, shall be subject to disciplinary action as provided in Article V, Sec. 4 (b).
(f) Mediation Subcommittee which will meet upon call of the CAB Chairman. The Mediation Subcommittee will be comprised of the CAB Chairman, Vice Chairmen, and any others selected by the CAB Chairman. Additionally, the Mediation Subcommittee shall include at least one Builder member and at least one Associate member. The MBA’s Mediation Service will process complaints and mediate disputes involving any matter related to building construction under the following procedures:
(1) The Mediation Service will handle matters only where a contract for the construction or repair work has been entered into by the parties.
(2) Both parties must sign an agreement to submit the matter to mediation;
(3) The fee for mediation, which shall be set by the MBA Board and remain in effect until changed by Board action, must be included with the mediation agreement. In the event the parties are unable to resolve their disputes, a portion of the fee for the Mediation Service will be credited against the fee for arbitration;
(4) Mediation shall be governed by the process approved by the Construction Arbitration Board and the Board of Directors;
(5) All Builder and Associate members must agree to submit the matter to mediation upon request by either party involved in the dispute. A member who refuses to mediate a dispute that the MBA deems appropriate for the Mediation Service must submit the matter to the MBA Construction Arbitration Board and will be responsible for paying the entire cost of arbitration for both parties;
(6) The MBA reserves the right to refuse to mediate any dispute and, further, reserves the right to refer any dispute directly to arbitration before the Construction Arbitration Board in the event that the MBA deems the matter more appropriate for arbitration rather than mediation. The MBA may also decline to accept a matter for mediation if it is more appropriately suited for court action;
(7) In cases where a Settlement Agreement is entered into by the parties as a result of the mediation process but there is any non-compliance with said Agreement by a member, the rnatter shall be immediately referred to the Mediation Subcommittee for review and possible action, including, but not limited to, referral to the Ethics Subcommittee for disciplinary action as provided in Article V, Sec. 4(b).
(g) An Ethics Subcommittee of the CAB will investigate complaints involving violation of Article IV, except complaints involving contractual disputes related to building construction which shall be processed directly before the CAB as provided in Subsec. (e) of this Article. The following procedures shall be followed:
(1) The Subcommittee shall consist of the Chairperson of the Construction Arbitration Board, one Builder member and one Associate member, both designated by the President.
(2) Complaints must be initiated in writing by a member or officer of the Association or referred by the CAB.
(3) The Subcommittee shall investigate the complaint and shall be empowered to require the appearance of all interested parties to testify. It shall also be empowered to require the submission of all evidence that it deems relevant including financial information and credit reports. The Executive Committee, the Board of Directors and the membership of the Association acting at an open meeting as provided in Article V. Sec. 4(b) shall possess all powers of the Subcommittee. All information, evidence and reports of the Association shall be confidential and are intended solely for the use of the Association and no other purpose. A member who fails or refuses to provide information requested by the Association shall be subject to expulsion.
(4) After completing its investigation, the Subcommittee shall present its findings of fact to the Executive Committee.
(5) The findings of the Subcommittee shall be reviewed by the Executive Committee who shall, by majority vote, make a recommendation to the Board of Directors to: (i) issue a private or public reprimand by the Association; (ii) suspend the member, and/or (iii) expel the member, as it may deem to be for the best interest of the Association. If the Executive Committee, by majority vote, dismisses the complaint, it shall notify the parties of the dismissal.
(6) If the Executive Committee recommends an action enumerated in Article XIV Section (1) (f)(5), the Board of Directors may take such action enumerated in Article XIV Section (1) (f)(5)(i)-(iii) as it may deem to be for the best interest of the Association. In the case of expulsion, the member shall have the right to appeal to an open meeting of the membership and reinstatement shall be as provided in Article V, Sec. 4(b) and (c).
(7) A member found to be in violation of Article IV shall be required to pay the reasonable investigative costs of the Association.

(h) Other Committees. There shall be such other committees as may be designated by the Board of Directors or the Executive Committee, the members of which shall be appointed by the President.
Sec. 2. Unless otherwise provided, the President shall appoint the Chairperson and such other members as he may choose. The Committee Chairperson may appoint such additional members to the committee as the Chairperson may deem necessary.

Article XV

Finance
Sec. 1. Dues and other monies collected by the Association shall be placed in a depository selected by the Board, and payments from the funds of this Association shall be made on the signature of the Treasurer together with any one of the officer as authorized from time to time by the Board.
Sec. 2. The Board shall adopt a budget for each calendar year, which shall provide sufficient funds to operate the Association. Any expenditures which exceed the budgeted amount by 10% or which are unbudgeted must be authorized by two- thirds (2/3) silent ballot vote of the Board.

Sec. 3. The President, Treasurer and the members of the staff handling the funds of this Association shall furnish a bond at the expense of the Association in such amount as the Board establishes.

Sec. 4. There shall be an annual inspection of the finances of this Association by a certified Public Accountant. This inspection can take the form of an audit or financial review. A report from the accountant, together with a report from the Treasurer, shall be submitted to the Board of Directors.
Sec. 5 For any accounts that are overdue, the Board of Directors can establish a late payment policy that sets a flat fee or allows for the accrual of interest on the amounts that are overdue. The fee will remain in place until changed by the Board of Directors. The Board may also establish a policy to allow recovery of any cost of collection, including attorney’s fees and can establish a policy that suspends or expels a member for overdue receivables.

Article XVI

Notices
Sec. 1. Members shall furnish the Executive Director with their official address. The mailing of any notice or notices to such address shall be deemed service of such notice or notices upon them as of the date of mailing the same plus 2 days.

Article XVII

Rules of Procedure
Sec. 1. Robert's Rules of Order shall govern the procedure of all meetings of the Association.

Article XVIII

Amendments
Sec. 1. These By-Laws may be amended by a vote of two-thirds (2/3) of the voting members, as defined in Article XII, See. 1(a), present at any called voting meeting provided that a copy of the proposed amendments shall have been mailed to each voting member of the Association not less than five days prior to the voting meeting at which action is to be taken thereon.
Adopted December 7, 1953
Last Amended October 24, 2001
Last Amended October 2005

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