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Article I                                    Name and Location

Sec. 1     The name of this Association shall be “Metropolitan Builders Association of Greater Milwaukee, Inc.” hereafter known as “MBA.”

 

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

 

Sec. 3     The MBA shall be a 501 c(6) organization as defined by the Internal Revenue Service.

 
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 primary 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 Builders and all members within the above described jurisdiction for the 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 of 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 develop and improve the labor force necessary to meet the changing needs and requirements of the building industry.

(o)            To encourage equal opportunities for all people in education, employment and housing without regard to race, color, religion, sexual orientation, physical disability or creed.

(p)            To  encourage research to develop new materials, new building techniques, new building equipment and improved methods of financing, to improve the industry.

(q)            To vigorously support all sound legislative proposals affecting our industry and the people we serve.

(r)              To support to our industry, our local, state and national associations, and all related industries.

 
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 code and industry standards of health, safety and sanitation.

(d)            Members shall deal fairly with trade contractors, suppliers, other members and the public. 

(e)            Members shall not obtain any business by means of fraudulent statements, knowing acts of omission, or by use of intentional misrepresentation.

(f)              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.

(g)             Members obtaining construction payments shall promptly pay trade contractors, vendors and creditors and not use funds for other purposes.

(h)            Members shall not engage in copyright or trademark infringement.

(i)              All members shall mediate first and then arbitrate, if necessary, disputes involving any real estate or construction related business interest that the member has an ownership interest in.

(j)              All members shall only use the MBA Logo in conjunction with the company name that holds a membership at the Association.

(k)             All members shall respect those who choose to participate in the MBA events and/or promotions.

(l)              All members shall pledge to refrain from competing against or detracting from MBA events and/or promotions.

(m)           All members shall pledge to refrain from engaging in unfair competition, restraint of trade, or monopolistic behavior in the construction industry.

 
Article V                Membership Categories, Rights and Privileges

Sec. 1     Membership in this Association shall be of ten (10) classes divided into 3 categories known as Primary, Secondary, and Partner memberships.  All members shall be required to abide by the policies and bylaws of the MBA as included on the application form and periodically updated on the Association website (www.mbaonline.org).  (See Article VI section 1 for a description of member classes and categories.)

 

Sec. 2     Primary memberships shall reside with a partnership, firm or corporation including Builders, Interim Builders, Associates, National or Local Dual memberships, which shall appoint a designated agent to exercise the following rights and responsibilities:

(a)            Vote on business at General Membership Meetings as outlined in Article XIV.

(b)            Hold office in the Association or serve as a committee chair. 

(c)             Serve as a voting member on committees and councils

(d)            Be members of the Wisconsin Builders Association (WBA) and National Association of Home Builders (NAHB).

(e)            Interim Builders are not permitted to vote, to use the MBA logo, or participate in MBA promotions or consumer events until attaining Builder membership status. 

 

Sec. 3     Secondary memberships shall include Affiliate and Dependent members who are individuals employed by primary members and have the following rights, responsibilities and limitations:

(a)            Affiliates:

(i)              Do not have voting privileges at General Membership Meetings but may participate in discussions and serve as a proxy for the designated agent and vote on behalf of the primary member if  written notice is  provided to the Executive Director of the Association in advance of the meeting.

(ii)            May serve as committee chairs

(iii)           May serve on committees and councils with full voting privileges

(iv)           Shall belong and pay dues to WBA and NAHB as affiliates

(v)             May attend Association events for the member price.

(vi)           Shall have access to the MBA website.

                                   

(b)            Dependents:

(i)              Do not have voting privileges at General Membership Meetings but may participate in discussions and serve as a proxy for the designated agent and vote on behalf of the primary member if written notice is provided to the Executive Director of the Association in advance of the meeting.

(ii)            May not serve as committee chairs

(iii)           May serve on committees and councils with full voting privileges

(iv)           Do not belong to WBA or NAHB.

(v)             May attend Association events for the member price.

(vi)           May not have access to the Association website.

 

Sec. 4     Participant Memberships shall include Retired memberships, Honorary memberships, Student memberships and Partner memberships.  Participant members may not be employed by a member firm and shall have the following rights, responsibilities and limitations:

(a)            Do not have voting rights at General Membership Meetings and may not serve as a proxy but may attend and participate.

(b)            May not serve as an officer of the Association, committee chair or enjoy voting rights on committees.

(c)             May attend committee and council meetings

(d)            May attend Association events for the member price

(e)            Must join the Association as a Primary or Secondary member, and pay all the customary dues and assessments should the participant enter or return to active participation in the industry.

 
Article VI              Membership Qualifications, Application and Resignation

Sec. 1     Member Classes and Qualifications

(a)            Builder membership shall be considered a primary membership and shall include the following sub-classifications:

(i)              Builder membership shall be open to any partnership, 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.

(ii)            Remodeler membership shall be open to any partnership, firm, or corporation that is in the business of remodeling, who is of good character and business reputation.

(iii)           Developer membership shall be open to any partnership, 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.

(iv)           Light Commercial/Multifamily membership shall be open to any, partnership, firm, or corporation that is in the business of light commercial construction and/or multifamily construction, who is of good character and business reputation.

(v)             Interim Builder membership shall be considered a primary membership and be open to any partnership, firm or corporation that has not met the minimum requirement of Builder membership.   Upon meeting all Builder membership requirements, the Interim Builder shall be considered for full Builder membership.

 

(b)            Associate membership shall be considered a primary membership and shall be open to:

(i)              Any partnership, 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 that is of good character and business reputation.

(ii)            Any partnership, 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.

 

(c)             Local or National Dual membership shall be considered a primary membership and shall be open to:

(i)              Any member firm wishing to add to their voting rights at WBA and NAHB.

(ii)            Local or National Dual members shall also be either Builder or Associate members and are permitted all rights and privileges of a primary Builder or Associate member subject to other limitations that may be included in these bylaws.

(iii)           A Builder Local or National Dual member may serve as an officer of the MBA Board of Directors, as long as another individual from the same member company is not serving in an officer capacity.  A Builder Local or National Dual members may serve on the Board of Directors in the capacity of Past President even if there is another person from the same firm serving on the Board or as an officer. 

(iv)           Service of Associate Local or National Dual members on the AAB shall be at the discretion of the AAB.

 

(d)            Affiliate membership shall be considered a secondary membership and shall be open to

(i)              Any person who is an employee of a primary member corporation or firm and desires to participate in the activities of the Association and who is of good character and business reputation.

(ii)            Affiliated members shall be subject to the same rules and regulations with reference to admission, payment of dues and membership in the WBA and the NAHB as a primary member. 

 

(e)            Dependent membership shall be considered a secondary membership and shall be open to:

(i)              Any person who is an employee of a member firm or corporation who desires to participate in the activities of the Association and who is of good character and business reputation. 

(ii)            The employer sponsor of the dependant member shall be responsible for the dependant member complying with the bylaws and policies of the Association.

 

(f)              Retired membership shall be considered a participant membership and shall be open to:

(i)              Any former member, for at least 5 consecutive years, who is no longer active in the industry.

 

 (g)            Honorary membership shall be considered a participant membership and shall be open to:

(i)              any person who shall distinguish himself or herself by meritorious service in the furtherance of the interest of the Association, or

(ii)            who is connected with a governmental agency or department handling matters pertaining to the home building industry.

(iii)           Honorary membership must may be approved by a two-thirds (2/3) vote of the Board of Directors and may be revoked by a (2/3) vote of the Board of Directors.                                                                                                                              

(h)            Student membership shall be considered a participant membership and shall be open to:

 (i)             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. 

 

(i)              Partner membership shall be considered a participant membership and shall be open to:

(i)              any not for profit organization or trade Association that shares the goals of the MBA, wishes to engage in correspondence with the MBA and agrees to adhere to MBA standards of conduct, and

(ii)            is an organization which allows the MBA to join under the same terms and conditions, and

(iii)           receives a 2/3 vote of the Board of Directors required to accept a Partner member.

 

Sec. 2     Any change in status for a member shall take effect at the next scheduled dues renewal date or upon request of the member.

 

Sec. 3     Applications for membership in this Association shall be made to the Membership Committee and processed in the following manner:

(a)            The applicantshall submit an 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 as included in the application and periodically updated on the Association website.

(b)            Applicant shall be sponsored by one primary memberin 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 applicantto membership.

 

Sec. 4     All resignations of members, whether written or verbal, or cancellation of membership for any reason shall take effect as of the date of each such resignation or cancellation.  Under such circumstances, membership dues, assessments or advance fees/payments for MBA or MBA related events shall be non-refundable.  The act of resignation or cancellation shall in no way release the member from any financial obligations owed to the Association.  There will be no reimbursement of dues if a member cancels or resigns from membership.

 

Article VII             Disciplinary Action

Sec.1      The following rules will be used by the Association when considering disciplinary action against a member:

(a)            All complaints alleging violations of Article IV, the MBA Code of Ethics, shall be processed by an Ethics Committee established pursuant to Article XVI (Sec. 3e) of these Bylaws and in accordance with the applicable policies and procedures adopted by the Association relating to ethics investigations. 

(b)            Members who fail to comply with the policies and procedures of the MBA Dispute Resolution Process or who fail to comply with an arbitrated Decision issued under the MBA Dispute Resolution Process shall be subject to Disciplinary action.  All such cases shall be referred to the Ethics Committee for review and consideration of disciplinary action.

(c)             The Board of Directors may, by majority vote, take disciplinary action including, but not limited to, reprimand, suspension, or expulsion of a member, as the Board of Directors deems to be in the best interests of the Association.  In the case of expulsion, the affected member may, upon filing of a written request with the Association, appeal the decision of the Board of Directors to an open meeting of the membership of the Association at the next regularly scheduled General Membership meeting.  At any such meeting of the membership of the Association, a majority vote of the primary members present shall be necessary to override or modify an act of expulsion taken by the Board of Directors.

(d)            A majority vote of the Board of Directors shall be required to reinstate any member who has been expelled from the Association pursuant to the provisions of this section, but the expelled member will be reinstated only after the payment of any and all dues and/or assessment arrearages.

(e)            All suspensions of members shall be for a definite term and, at the end of such term, the suspended member shall be automatically reinstated, provided that the action or omission resulting in the suspension has been resolved to the satisfaction of a majority vote of the Board of Directors

(f)              Any member expelled from membership in the Association may be reinstated after completing the same process as an applicant for new membership (pursuant to Article VI and any policies or procedures adopted there under) and after being approved as a member by a majority vote of the Board of Directors; provided that the action or omission resulting in the expulsion has been resolved to the satisfaction of the Board of Directors.

(g)             Membership dues, assessments or advance fees/payments for the MBA or MBA related events shall not be refundable in the event of suspension, expulsion, or cancellation of membership for any reason.

 

Sec. 2     The Association shall establish and maintain dispute resolution services as follows:

(a)            The Association will provide mediation and arbitration services that will be administered by a Dispute Resolution Intake Committee (“Intake Committee”).

(b)            All members of the Association shall be required, as a condition of continued membership, to participate in mandatory mediation and/or binding arbitration as the methods of resolving disputes with customers, trade contractors, vendors/suppliers or other members; excepting only those claims that have a dollar value of less than $5,000.00 or are determined by the Intake Committee to be inappropriate for the applicable mediation and/or arbitration process.

(c)             Members shall be in compliance with these By-Laws if their construction-related contracts involving customers, trade contractors, vendors/suppliers or other members include mandatory mediation and binding arbitration using non-MBA, third-party providers as the means of dispute resolution arising under or relating to the said contracts.

(d)            All complaints involving members that are subject to the MBA Dispute Resolution Process shall first proceed to mediation through the mediation service identified in the underlying contract between the parties to the dispute.  If no mediation service is identified, then the matter shall proceed to mediation through the mediation service offered by the MBA.  Disputes not resolved by mediation shall be decided by binding arbitration, subject to referrals to the Courts in appropriate cases as provided by the MBA Dispute Resolution Process policies and procedures and/or by MBA policies and procedures, generally.  The Intake Committee shall have the authority to refer all or a part of any case to the court system at any time in the event the Intake Committee determines that a case, complaint or claim is unsuitable for resolution under the MBA DRP.

 
Article VIII           Member Standards

Sec. 1     All members of the Association shall comply with the Code of Ethics (Article IV)

Sec. 2     Members shall abide by, at all times, any legal requirements mandated through law or regulation.

Sec. 3     Members shall perform all work to the applicable MBA industry standards or law. 

Sec. 4     If a member uses an MBA standard document, or portion thereof, the member shall abide by the policies adopted by the Board of Directors for that document’s use.

 
Article IX               Meetings

Sec. 1     Meetings of the Membership shall be held as follows:

(a)            An annual meeting shall be held in the fourth quarterof 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 Membership 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 X                Fiscal Year

Sec. 1     The fiscal year of this Association shall be the calendar year.

 
Article XI               Dues and Assessment

Sec. 1     The annual dues of this Association are as hereinafter recited. 

(a)            Builder and Interim Buildermembers – Five Hundred Twenty-Five ($525.00) Dollars per year plus those dues established by WBA and NAHB. These dues entitle this class of memberto one membership. Builder dues shall be payable annually and the membership shall extend for a one-year period.

(b)            Associate members – Two Hundred Fifty Five ($255.00) Dollars per year plus those dues established by WBA and NAHB.  These dues entitle this class of member to one membership. Associate dues shall be payable annually and the membership shall extend for a one-year period.

(c)             Local or National Dual membersIn the case of any member Builder or Associate wishing to add a second representative to the Association, said member shall pay additional sum of Thirty Five ($35.00)  Dollars plus those dues established by WBA and NAHB if representative is made a member of the State and National Associations.

(d)            Affiliate members- Ten ($10.00) per year plus those dues established by WBA and NAHB.  These dues entitle this class of member to one membership. Affiliate dues shall be payable annually and the membership shall extend for a one-year period.

(e)            Dependant members- No dues shall be required for Dependant members.

(f)              Retired members – No dues shall be required for local Retired status.  In the case of former members who request regular membership with the Wisconsin Builders Association and National Association of Home Builders, annual dues shall be the sum of WBA and NAHB dues.

(g)             Honorary members - No dues shall be required for Honorary status.

(h)            Student members - No dues shall be required for student status.

(i)              Partner members - Dues required from Partner members will be the same as dues the Partner requires for reciprocal status.

 

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

 

Sec. 3     Dues for membership in WBA shall be paid by this Association from its Treasury at the rate fixed and under the terms stated in the By-laws of the NAHB (or amendments thereto currently in effect).

 

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.

 

Sec. 5     Any member whose dues are not paid within 30 days after they become due and payable shall be suspended from membership and any member shall be dropped from membership if dues are not paid within 120 days of when they become due and payable.  It is required, however, that the acceptance of yearly dues be refused until all previous dues, assessments and obligations due by the new member company, representative of the new company and/or common principle member of the new company, owing and due  the Association are paid in full. Members may be reinstated if dues are paid within 120 after they become due and payable.  Dues of reinstated members will be back dated to the original date due.

 

Sec. 6     Participation in MBA events is allowable only when the member is in compliance with the terms of each applicable event and is current on all amounts owed to the Association. 

 
Article XII             Board of Directors

Sec. 1     The Board of Directors shall be the governing body of this Association.                 

Sec. 2     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.  Only one Director may be from a member company except in the case of Past Presidents.  All past Presidents of the MBA who are current dues paying members of the Association shall be entitled to attend and vote at meetings of the Board of Directors of the Association

Sec. 3     The presiding Vice President Associate, Vice Chair and Secretary-Treasurer of the Associate Advisory Board shall be members of the Board of Directors with the right to vote.  In addition, the AAB shall elect one (1) Associate to serve as an “at large” member of the Board of Directors for a three (3) year term.  Such “at large” position shall be subject to Article XII, Section 6).

Sec. 4     National Directors of the MBA and alternates, who are not members of the MBA Board of Directors, shall be ex officio members of the Board during their tenure as national directors, without the right to vote.

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 MBA for the Board of Directors of the National Association of Home Builders and of the Wisconsin 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 at such time as shall be regularly fixed in advance by the Board. Absence from three regular meetings in a 12-month period 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. Special Meetings of the Board may be called by the President or upon formal request in writing of five of its members.

(b)            Meetings of the Board may be held by teleconference, webinar or other electronic technology.

(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 shall be an Associate Advisory Board composed of no more than 27 elected members to be elected by the Associate members each year.  Those elected will select their officers for the ensuing year. The officers of the Associate Advisory Board so elected, shall sit on the MBA Board with the right to vote. The Associate AdvisoryBoard 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, recommend same to the MBABoard of Directors.

 
Article XIII            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 approximatelyDecember 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 shall:

(i)              be the official spokesperson of the Association in matters of public policy subject to the advice and direction of the Board;

(ii)            appoint all Committees and boards, except as otherwise provided herein; and

(iii)           perform all other duties usual to such office, includingsigning 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 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 MBA for an accounting of all monies collected and disbursed by the Association and shall render a monthly and annualstatement to the Board of Directors and an annual statement to the membership. The Secretary - Treasurershall 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 officershall be ineligible for re-election to the same office for the next succeeding term.

 

Sec. 3     An Executive Director shall be employed by the Board of Directors.  The Executive Director shall serve as the Administrative Officer of this Association and be responsible for staff and perform all duties usual to this office andsuch other duties as may be delegated to the Executive Directorby 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 or Executive Officer of the Association shall sign or endorse any note contract, bond, or other obligation, except by express approval or resolution of the Board of Directors duly adopted, unless otherwise expresslyprovided for in the annual budget up to $10,000.00.  The Board of Directors may authorize the Executive Committee to act on its behalf in between Board of Directors meetings, in special cases, when circumstances require timely decisions. 

 

Article XIV           Voting

Sec. 1     The voting privilege shall be exercised as follows:

(a)            General Membership Meetings

(i)              At all general membership meetings of the Association, the right to vote on all business questions shall be limited to the primary agents of Builder members and members of the Associate Advisory Board.

(ii)            Agents of Builder Members and elected members of the AAB may vote for members of the MBA Board of Directors and MBA officers.

(iii)           Agents for Associate members may vote for members of the AAB.

(iv)           A designated agent may designate an affiliate or dependent member of the partnership, firm or corporation as a proxy to cast the vote of the primary member provided written notification is provided to the Executive Director of the Association in advance of the meeting.

 

(b)            Executive Board Meetings & Board of Directors Meeting

(i)              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.

(ii)            At meetings of the Board of Directors, members of the Board must fully disclose, at the earliest opportunity, any information that may result in a perceived or actual conflict of interest.  If a conflict of interest is deemed to be present, that member may not vote on the applicable item.

 
(c)             Committee Meetings

(i)              At committee meetings, only members of the committee, including ex officio members, shall have the right to vote. To be eligible to vote at any given committee meeting, a committee member, must have been have attended in person at least one (1) of the last two (2) meetings.

(ii)            At meetings of committees, members of the committee must fully disclose, at the earliest opportunity, any information that may result in a perceived or actual conflict of interest.  If a conflict of interest is deemed to be present, that member may not vote on the applicable item.

 

Sec. 2     At all meetings of the members or directors, voting on all questions presented, except election, shall be by “ayes,” “nayes” 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. All elections shall provide members with an option to submit a paper ballot at the live vote, or to submit a ballot via electronic surveying, which must be submitted by 5:00 p.m. on the date that is two days prior to the live vote.

 

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

 

Sec. 4     The voting members present at a meeting of the membership shall constitute a quorum.

 

Article XV             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 MBA office at leastfifteen (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 candidateshall 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 XVI           Committees  

Sec 1      Committees are open to all members of the association unless otherwise stated in these bylaws.  Members may join any committee unless membership on a particular committee is expressly defined in these bylaws.

 

Sec 2      Unless otherwise provided, the President shall appoint the Chairperson, Vice-Chairperson and or Co – chair person for his or her term.

 

Sec. 3     There shall be the following Committees:

(a)            An Executive Committee consisting of two (2) immediate Past Presidents, President, President-Elect, Vice-President, Secretary-Treasurer, Vice-President Associate, AAB Vice Chair, and AAB Secretary-Treasurer. 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. The President shall chair the Executive Committee Meeting.

 

(b)            Two (2) Nominating Committees, each consisting of five members and two alternates.  Each of the committees shall each consist of four builder members and one associate member plus the alternates.  The committees shall include the Vice President Associate, AAB Vice Chair and AAB Secretary-Treasurer.  The chair of one committee shall be the immediate past President and the chair of the second committee shall be the current President.  Two of the builder members on each committee shall be past Presidents.   The Board shall select and appoint the two Nominating Committees no later than at their September meeting. 

(i)     It will be their duty to prepare a slate of officers and local Directors. The committees will submit a combined list of candidates for the MBA Board and Officers.  The slate of candidates for Board members will include at least 2 more candidates than there are contested positions.  The slate of candidates will be offered for election at the annual fall General Membership Meeting. Additional nominations may be made by a voting member from the floor at this time.

(ii)   It will also be their duty to present a combined slate of state and national directors and alternates to be offered for election at the next regularly scheduled MBA Board meeting. Additional nominations may be made by the MBA Board at that time.

 

(c)             The Membership Committee shall consist of six members appointed by the President. Appointed Builder and Associate members shall be divided equally and the committee will be co chaired by one builder and one associate and will be part of the appointed membership of the committee.        

                                                                                                           

(d)            The Finance Committee shall be composed of the President, Immediate Past President, President Elect, Vice President, Secretary-Treasurer, Vice President Associate, and three at-large Builder members from the MBA Board selected by the Nominating committee whichshall meet upon call of the Chair. The Board of Directors shall approve the at large members. 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. Members of the Finance Committee shall elect a Chairperson, who is a member of the Committee and who is well versed in financial matters.  Members of the committee can only serve for 3 years as at large members and the 3 year terms of the at large members shall be staggered.

 

(e)            Dispute Resolution Intake Committee.  A Dispute Resolution Intake Committee (“Intake Committee”) shall be established to administer the MBA Dispute Resolution Process.  The Intake Committee shall consist of a non-voting chairperson, two experienced MBA arbitration panel members and an individual from the legal community, all appointed by the Intake Committee Chairperson.  The Intake Committee Chairperson shall be appointed by the President of the Association to serve for a two-year term.  The Intake Committee Chairperson shall also serve as the MBA Arbitration Panel Chairperson as well as the Chairperson of the Ethics Committee.

(i)              The Intake Committee shall have jurisdiction over disputes involving customers, trade contractors, vendors/suppliers or members; excepting those claims that have a dollar value of less than $5,000.00 or are determined by the Intake Committee to be inappropriate for the applicable mediation and/or arbitration process.

(ii)            The MBA shall establish and maintain a Mediation Service to facilitate dispute resolution. The Intake Committee shall oversee the MBA Mediation Service, its policies and procedures, subject to the review and approval of the Board of Directors.

(iii)           The MBA shall establish and maintain an MBA Arbitration Panel to facilitate dispute resolution in cases where mediation is not successful at resolving all disputes in the particular matter.  The Intake Committee shall appoint and oversee the persons chosen to serve on the MBA Arbitration Panel. Mediators for MBA Mediation Service cases shall be selected from said panel.  The Arbitration Panel shall also be empowered to require a party to complete corrective work as part of its decision for an arbitration case under its jurisdiction and, further, to require any or all parties to escrow funds at the MBA as a means of assuring compliance with an arbitrated decision.

(iv)           The Dispute Resolution Intake Committee shall also be responsible for coordinating mediation and /or arbitration with an outside third party for those cases that involve predominantly legal or accounting issues.  The outside third party shall be referred to as the Joint Dispute Resolution Process.  The Intake Committee, subject to the approval of the Board of Directors, shall approve the terms, policies and procedures for the Joint Dispute Resolution Process.  The Joint Dispute Resolution Process panel shall be empowered to require a party to complete corrective work as part of its decision in a mediated or arbitrated case under its jurisdiction and, further, to require any or all parties to escrow funds at the MBA as a means of assuring compliance with an arbitrated decision.

(v)             All complaints involving members that are subject to the MBA Dispute Resolution Process shall first proceed to mediation through the mediation service identified in the underlying contract between the parties to the dispute.  If no mediation service is identified, then the matter shall proceed to mediation through the mediation service offered by the MBA. Disputes not resolved by mediation shall be decided by binding arbitration, subject to referrals to the Courts in appropriate cases as provided by the MBA Dispute Resolution Process policies and procedures and/or by MBA policies and procedures, generally.  The Intake Committee shall have the authority to refer all or part of any case to the Court system at any time in the event the Intake Committee determines that a case, complaint or claim is unsuitable for resolution under the MBA Dispute Resolution Process.

(vi)           The MBA Dispute Resolution Process shall be governed by Wisconsin law, including, but not limited to, the Wisconsin Arbitration Act, Chapter 788 of the Wisconsin Statutes, as amended or revised.

(vii)          The Intake Committee shall be responsible for adopting and enforcing policies and procedures for the MBA Dispute Resolution Process.   The Intake Committee shall meet at least once annually to review the current dispute resolution process policies and procedures and to coordinate a review, if applicable, with the MBA Dispute Resolution Process Policies and Procedures Task Force.   The Intake Committee shall coordinate its review with a Policies and Procedures Task Force organized by the MBA Executive Committee.  The said task force will be chaired by the then-serving Intake Committee Chairperson.  The policies and procedures adopted by the Intake Committee will include a conflict of interest policy that promotes fair and unbiased dispute resolution services.  Recommendations of the Policies and Procedures Task Force for the MBA Dispute Resolution Process shall be presented for review by the MBA Executive Committee.  After review by the MBA Executive Committee, the recommendations of the Intake Committee, the Dispute Resolution Process Policies and Procedures Task Force, and the MBA Executive Committee shall be presented to the Board of Directors for review and approval.

(viii)        The Dispute Resolution Intake Committee shall meet at least once per month upon the call of the Chairperson of said committee for the purpose of reviewing complaints and disputes presented to the Association for resolution.  After said review, the Intake Committee shall refer each case to mediation, to arbitration, or to the Courts, as it deems necessary or appropriate.  In addition, the Dispute Resolution Intake Committee shall review and monitor all mediations and the decisions made by the MBA Arbitration Panel and the Joint Dispute Resolution Process Arbitration Panel.

(ix)           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 MBA Arbitration Panel in the event that the Intake Committee deems the matter more appropriate for arbitration rather than mediation. The Intake Committee may also decline to accept a matter for mediation if it is more appropriately suited for court action.

 

(f)              Ethics Committee. The Ethics Committee will investigate complaints alleging ethics violations including, but not limited to, alleged violations of the MBA Code of Ethics found in By Laws Article IV.  Complaints involving contracts, contractual disputes, accounting matters and/or building construction issues shall be processed by the MBA Dispute Resolution Intake Committee. However, allegations of ethical violations concerning contracts, contractual disputes, accounting matters and/or building construction issues shall be under the exclusive jurisdiction of the Ethics Committee.  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 matter shall be immediately referred to the Dispute Resolution Intake Committee for review and potential referral to the Ethics Committee for possible disciplinary action.  The Ethics Committee shall follow the procedure set forth below in processing ethics complaints:

(i)              The Ethics Committee shall be chaired by the Chairperson of the Dispute Resolution Intake Committee Chairperson, who shall not vote as part of the Ethics Committee.   There shall be at least three voting members of the Ethics Committee.   The Ethics Committee members shall be appointed by the President and shall include at least one Builder member and one Associate member appointed to the committee.  Should the President have a conflict of interest in the matter, then the Immediate Past President will designate the members for that particular Ethics Committee panel.

(ii)            Complaints must be initiated in writing by a member, officer of the Association, Executive Director of the Association or by referral to the Executive Committee by the Dispute Resolution Intake Committee.  Upon referral of an ethics complaint to the Executive Committee by the Dispute Resolution Intake Committee, the Executive Committee shall review and consider the referral and, if appropriate, submit the matter to the Ethics Committee.

(iii)           The Ethics Committee shall investigate each complaint and shall be empowered to require the appearance of all interested parties to testify.  The Ethics Committee 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. 6, shall possess all powers of the Ethics Committee.  All information, submittals, evidence and/or reports provided to the Ethics Committee, the Executive Committee, the Board of Directors and/or the general membership of the Association shall be maintained as 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 as part of an ethics investigation may be subject to expulsion.

(iv)           Upon completing its investigation, the Ethics Committee shall present its findings of fact and recommendations to the Executive Committee.

(v)             The findings of fact and recommendations of the Ethics Committee shall be reviewed by the Executive Committee, which shall maintain the confidentiality of the Ethics Committee findings and recommendations.  Upon review by the Executive Committee, said committee 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.   The recommended action shall be based upon the best interests of the Association.  If the Executive Committee, by majority vote, dismisses the complaint, it shall promptly notify the parties of the dismissal and the case will not be referred to the Board of Directors.

 

(vi)           If the Executive Committee recommends anaction enumerated in Article XVI Section (3)(e)(v)), the Board of Directors may take action as enumerated in Article XVI Section (3)(e)(5)(i)-(iii) as it may deem to be in the best interests of the Association. The Board of Directors may also choose to dismiss the complaint.  Any such Board of Directors action shall be by majority vote.  In the case of expulsion, the member shall have the right to appeal such expulsion to an open meeting of the membership at the next regularly scheduled General Membership meeting. Any reinstatement, if any, shall be implemented as provided in Article VII and

(vii)          A member found to be in violation of Article IV may be required to pay the reasonable investigative costs of the Association.

 

(g)             Other Committees. There shall be such other committees, sub-committees and task forces as may be designated by the Board of Directors or the Executive Committee, the chairs of which shall be appointed by the President.

        

Sec. 4     Unless otherwise provided, the President shall appoint the Chairperson, Co-Chairperson and/or Vice Chairperson of each committee.

 

Article XVII          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 withany one of the officers including the executive officer as authorized from time to time by the Board. The treasurer can designate another officer to sign checks in the case of an emergency or extended absence.

Sec. 2     The Board shall adopt a balanced budget for each calendar year.  In the case of a deficit the Board will decide whether to borrow against reserves, cut spending, raise fees or borrow the funds against assets.    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.

Sec. 6     A member cannot participate in any MBA events if the member has outstanding balances due with the MBA.

 
Article XVIII        Notices

Sec. 1     All 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 the member(s) as of the date of mailing the same plus 2 days.

 

Article XIX            Rules of Procedure

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

 
Article XX             Amendments

Sec. 1     These By-Laws may be amended by a vote of two-thirds (2/3) of the voting members present at any called voting meeting provided that a copy of the proposed amendments shall have been mailed or sent via electronic means to each voting member of the Association not less than five business days prior to the voting meeting at which action is to be taken thereon.

 
 
Adopted:                   December 7, 1953

Amended:                  October 24, 2001; October 2005; October 2006; September 2008; October 2009; November 2010; February 2012

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