By-Laws

REVISED BYLAWS

HOME BUILDERS ASSOCIATION OF ILLINOIS

112 WEST EDWARDS STREET

SPRINGFIELD, ILLINOIS

Revised December 2018

INDEX

Page

Mission Statement 3

Article I – Name and Location 4

Article II- Territorial Jurisdiction 5

Article III – Objectives 6

Article IV – Definitions 8

Article V – Membership 9

Article VI – Affiliated Local Associations 12

Article VII – Meetings of the Membership 14

Article VIII – Board of Directors 15

Article IX – Meetings of the Board of Directors 19

Article X – Elective Officers 21

Article XI – Executive Committee 24

Article XII – Administrative Officers and Staff 27

Article XIII – Committees 29

Article XIV – Dues 36

Article XV – Finance 37

Article XVI – Councils 40

Article XVII – Amendments 41

Article XVIII – Indemnification 42

MISSION STATEMENT

The Home Builders Association of Illinois serves as the voice of the housing/building industry in Illinois. Chartered in 1956, the Home Builders Association of Illinois (“Association”) is comprised of thousands of member firms from Affiliated Local Associations in every geographic region of the State and is affiliated with NAHB. Member firms of the Association include home builders, developers, remodelers, suppliers, subcontractors, and other affiliated businesses.

The Association advocates the concept of attainable quality housing for all residents of the State of Illinois. To this end, the primary focus of the Association is to promote and protect the housing/building industry through legislative and lobbying activities. The Association advocates professional and ethical business practices to its members through member services, including continuing education, research and current industry information. These benefit our members, as well as the public, state and local governmental bodies, and the economic well-being of the State-of-Illinois.

The Association strives to effectively represent the housing/building industry through increased membership and greater participation of professional building and remodeling firms. Achievement of this goal is through association and member involvement in the Association.

ARTICLE I

(Name and Location)

Section 1 The name of this Association shall be the Home Builders Association of Illinois (hereinafter referred to as the “Association”).

Section 2 The principal office of this Association shall be located at Springfield, Illinois, or such other place as the Board of Directors may, from time to time, designate.

ARTICLE II

(Territorial Jurisdiction)

Section 1 This Association shall operate for the benefit of home builders and persons, firms and corporations engaged in allied trades, industries, professions, and the home buying public throughout the State of Illinois.

ARTICLE III

(Objectives)

Section 1 The objectives of this Association shall be:

To associate home builders and home builders associations operating within its territorial jurisdiction for the purpose of mutual advantage and cooperation.

To cooperate with all branches of the home building industry for the purpose of mutual advantage and for the benefit of the industry as a whole.

To secure cooperative action in advancing the common purpose of it’s members affecting the home building industry within its territorial jurisdiction.

To study and advise with regard to legislation within it’s territorial jurisdiction affecting the home building industry.

To function as an affiliated State Association of NAHB within the above described jurisdiction.

To assist the Officers, Board of Directors, and Membership Committee of NAHB to identify and recruit qualified members operating within its territorial jurisdiction outside the jurisdiction of any Local Affiliate Association.

To participate for the purpose of mutual benefit in an interchange of information and experience with all State and Affiliated Local Associations of NAHB.

To advocate and encourage the constant improvement of home building techniques and practices.

To promote and protect home ownership for all the people residing in the State of Illinois.

To advocate the standardization of building codes throughout the State of Illinois.

To work for the elimination of governmental orders improperly restricting the home building industry, and to support beneficial directives.

To cooperate with distributors and manufacturers of building materials and equipment to the end that maximum quality at minimum cost to the consumer may be achieved.

To issue such publications as may be necessary to disseminate information of value to its members, the public and the government.

To serve, advance and protect the welfare of the home building industry, in a manner such that adequate housing will be made available by private enterprise to all residents within the State of Illinois.

To operate as a nonprofit organization and no part of the income of this organization shall inure to the benefit of any individual member or members.

ARTICLE IV

(Definitions)

Section 1 Home Builders Association of Illinois, an Illinois not-for-profit corporation and is licensed under the State of Illinois and shall be referred to herein as the “Association.”

Section 2 The National Association of Home Builders whose principal place of business is in Washington DC shall be referred to as NAHB throughout these By-laws.

Section 3 “Senior Officers” shall consist of the President, First Vice-President, Second Vice-President, Senior Vice-President, Secretary, Treasurer, most Immediate Past President, State Representative to NAHB Executive Board, and National Vice-President to NAHB, when applicable.

Section 4 “Executive Committee” shall consist of President, First Vice-President, Second Vice-President, Senior Vice-President, Secretary, Treasurer, most Immediate Past President, State Representative to NAHB Executive Board, National Vice-President to NAHB, when applicable and Affiliated Local Associations Vice-Presidents.

Section 5 “Member in good standing” shall consist of a member who is a full paid member whose dues are current and in full compliance of the Association and/or the Affiliated Local Association.

Section 6 “Director” shall be an individual who is a member in good standing and is nominated by his/her Affiliated Local Association and approved by the Board of Directors.

Section 7 “Alternative Director” shall be an individual who is a member in good standing and is nominated by his/her Affiliated Local Association and approved by the Board of Directors and shall take the place of a Director from the same Affiliated Local Association when the required number of Directors is not available at a Board meeting.

Section 8 “Annual Board Meeting” shall be the December Board of Directors meeting.

Section 9 “Annual Membership Meeting” shall be the December Membership meeting.

ARTICLE V

(Membership)

Membership in this Association shall be in the following classes:

Section 1 CLASSES OF MEMBERS. The Association shall have the following classes of members. Members may be an individual designated by another individual, corporation, partnership, limited partnership, limited liability company or any other recognized legal entity. The designation of such classes and the qualifications of the members of such classes shall be as follows, and in compliance with NAHB member classification definitions:

BUILDER MEMBER. Any individual who is engaged or employed by an individual, corporation, partnership, limited partnership, limited liability company or any other recognized legal entity that is in, the business of building and remodeling, homes, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community; or in land development; and is of good character and business reputation, shall be eligible to be a Builder Member; provided such individual, or the firm or corporation which employs said individual is in the above described business has been accepted as a Builder Member in good standing of any Affiliated Local Association.

Where the individual of a firm or corporation has been accepted as a builder member of an Affiliated Local Association, said individual shall deal with the Affiliated Local Association and shall be eligible for builder membership in this Association. As a requirement to be a member of an Affiliate Local Association, the individual shall be required to become a member of the Association and NAHB in the same capacity and qualification of membership.

ASSOCIATE MEMBERS. Any individual who is engaged or employed by an individual, corporation, partnership, limited partnership, limited liability company or any other recognized legal entity that is engaged in a trade, industry, or profession related to home building and not inconsistent with the objectives of the Association or any of its Affiliated Local Associations and is of good character and business reputation shall be eligible to be an associate member; provided such individual, or the firm or corporation which employs said individual in a trade, industry or profession described above and has been accepted as an Associate Member of an Affiliated Local Association.

Where an individual of a firm or corporation has been accepted as an associate member of an Affiliated Local Association, said individual shall deal with the Affiliated Local Association and shall be eligible for associate membership in this Association. As a requirement to be a member of an Affiliate Local Association, the individual shall be required to become a member of the Association and NAHB in the same capacity and qualification of membership.

MEMBER AT LARGE. Any individual who is engaged or employed by an individual, corporation, partnership, limited partnership, limited liability company or any other recognized legal entity that is engaged in the business of building, rebuilding homes, remodeling, apartments, schools, commercial, industrial, or other structures normally related and appurtenant to a community; or in land development (as builder Member at Large) or in a trade, industry, or profession related to home building (as associate Member at Large) and not inconsistent with the objectives of the Association and is of good character and business reputation and whose place of business is outside of the territorial jurisdiction of an Affiliated Local Association. As a requirement to become a Member at Large, the individual shall be required to become a member of the Association and NAHB in the same capacity and qualification of membership. Members at Large shall not be permitted to vote or nominate any Directors for the Association.

AFFILIATE LOCAL ASSOCIATIONS. An Affiliated Local Association as set forth in Article VI shall not be considered members. However, the Members of the Affiliated Local Association shall have the right to nominate, vote on and elect Directors to the Board of Directors of the Association according to Article VIII.

AFFILIATE MEMBER. Any individual, corporation, partnership, limited partnership, limited liability company or any other recognized legal entity, which has an individual Builder Member, Associate Member or Member at Large under Section 1(a), (b) or (c) of this Section V, shall be permitted to have any employees of the same legal entity be eligible to join the Association as an Affiliate Member. The Affiliate Member(s) shall be required to meet all qualifications as the Builder Member, Associate Member or Member at Large as set forth in this Article V and shall be of good character and business reputation. The Affiliate Member shall not be permitted to vote at membership or board meetings, hold any office or become a director of the Association. As a requirement to be a member of an Affiliate Local Association, the individual shall be required to become a member of the Association and NAHB in the same capacity and qualification of membership.

Section 2 ACCEPTANCE OF MEMBERS. Applicants for builder or associate membership approved and accepted by an Affiliated Local Association upon payment of dues shall become builder or associate members of this Association. Member at Large shall become a member once the membership is approved and accepted by the Board of Directors.

Section 3 VOTING RIGHTS. Each Builder Member, Associate Member and Member at Large shall be entitled to one vote on each matter submitted to a vote of the membership unless limited herein.

Section 4 SERVICES AND PRIVILEGES. All members in good standing are entitled to full benefits, services and privileges of the Association and NAHB.

Section 5 CONDITION OF MEMBERSHIP. Each builder or associate member of an Affiliated Local Association automatically shall be a member of this Association and NAHB. They must agree to abide by the Bylaws of this Association and of NAHB.

Section 6 NAHB MEMBERSHIP. It shall be a condition of membership in this Association that all members simultaneously shall become members of NAHB.

Section 7 TERMINATION OF MEMBERSHIP. The Board of Directors may suspend or expel any member for nonpayment of dues or for conduct in violation of the Bylaws of this Association, NAHB or of the Affiliated Local Association. However, such action against a member of an Affiliated Local Association may be taken only on complaint by that local association.

Any member may resign by filing a written resignation with the Executive Vice President and Secretary of the Affiliated Local Association, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid, nor shall such member be entitled to any refund of dues paid.

Section 8 MEMBERSHIP CERTIFICATE. When an applicant has been elected to membership and has paid any initiation fee and dues that may then be required, such member shall be entitled to a certificate of membership from the Executive Vice President and Secretary which may be delivered to the member through the member’s Affiliated Association. Such certificates shall be signed by the President or the Executive Vice President and shall carry the seal of the Association.

ARTICLE VI

(Affiliated Local Associations)

Section 1 This Association, subject to the approval of NAHB, shall accept as an Affiliated Local Association any organized group of home builders within its territorial jurisdiction working for the same broad purposes and objectives as this Association which shall meet the conditions and the requirements set forth in Section 2 of this Article and which shall otherwise qualify.

Section 2 To qualify for affiliation an Affiliated Local Association shall submit a formal written application to NAHB by the Association, signed by its president and secretary and approved by its Board of Directors, along with its Bylaws. Its application shall certify:

That the jurisdiction requested by such association does not conflict with the jurisdiction of any existing Affiliated Local Association (except as provided in Section 4(a) of this Article) and does not extend beyond the metropolitan or trading area in which applicant association proposes to operate.

That such association is comprised of no less than 15 active members in good standing.

All of the present and future members of such Local Affiliate Association are, or will become, members of the Association and NAHB. A list of the names, addresses and classification of its entire membership shall be furnished to, and dues at the regularly prescribed rate shall be paid to the Association and NAHB.

That an opportunity will be given to all members of this Association and NAHB to affiliate with any Affiliated Local Association.

That the Bylaws of such Affiliated Local Association do not conflict with the Bylaws of the Association or of NAHB.

That all members of such Local Affiliate Association will agree to abide by the Bylaws of the Association and NAHB.

Section 3 A charter will be granted to the Local Affiliate Association after the Board of Directors of NAHB has approved its affiliation. If and when an Affiliated Local Association shall cease to be a truly representative group of builders in the territory assigned to the Local Affiliate Association, NAHB may rescind the charter of such Affiliated Local Association.

Section 4 JURISDICTION of each Affiliated Local Association shall be defined by NAHB for Jurisdiction of Associations and Chapters and to be acknowledged by the Association.

Section 5 MEMBERSHIP LIST of each Affiliated Local Association must be submitted whenever specifically requested by the Association.

ARTICLE VII

(Meetings of the Membership)

Section 1 ANNUAL MEETING – There shall be an Annual Meeting of the membership held at such time and at such place as is designated by the Executive Committee. Other meetings may be called by the Board of Directors to consider and act upon matters deemed necessary.

Section 2 NOTICE OF MEMBERSHIP MEETINGS. Notice of Membership Meetings shall be given in writing at least ten days in advance of the date of such meeting. Written notice of meetings shall be deemed sufficient if placed in the United States mails, through electronic transmission via e-mail and/or facsimile or personal service. A member shall be permitted to participate and vote on matters presented at the Membership Meetings by being present in person, proxy or by telephonic.

Section 3 A QUORUM shall consist of one-tenth of the voting members in good standing of the Association, represented in person or by proxy or by telephonic means.

Section 4 VOTING AND PROXIES – Members in good standing with the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by the member and bearing a date not more than thirty days prior to said meeting.

Section 5 ACTION on any matter submitted to the Membership at any meeting shall be determined by a majority vote of the members present in person or by proxy, unless otherwise set forth in these By-Laws.

ARTICLE VIII

(Board of Directors)

Section 1 GENERAL POWERS. The affairs of the Association shall be managed by its Board of Directors except to the extent such affairs are reserved to the members by law, the Constitution or these Bylaws; or delegated to others by these Bylaws.

The Executive Committee shall be empowered between meetings of the Board of Directors to conduct the business affairs of the Association. Article XI sets forth the process, authority and scope of the duties and responsibilities of the Executive Committee.

Section 2 THE NUMBER on the Board of Directors shall be determined as follows:

The Members of each Affiliated Local Association shall be entitled to representation on the Board of Directors by electing one director and one alternate director for each director for every fifty (50) Builder Members, or fraction thereof, of the Affiliated Local Association. The number of Builder Members for the Affiliate Local Association shall be established as August 31 of the calendar year of the nominations and will be based on the Builder Members in good standing. The Director can either be a Builder Member or Associate Member.

Each Affiliate Local Association shall be permitted to nominate and elect the same number of Alternate Directors as Directors to act in the place of a Director if a Director is not available to attend a Board Meeting of the Association. However, in any Board Meeting, no more than the number of Directors so identified in this paragraph shall be permitted to vote on any matter presented at a Board Meeting on behalf of the members of the Affiliated Local Association who elected the Director.

Directors representing the Members of an Affiliated Local Association shall be selected by each Affiliated Local Association from among its active members in good standing in accordance with its Constitution or Bylaws and shall hold office until their successors are designated by the Affiliated Local Association and accepted by the Board of the Association. In the event a Director nominated by the Affiliated Local Association resigns or is found not eligible or unfit as a Director, the Members of each Affiliated Local Association shall have the sole right to nominate and elect a replacement Director and in the event the replacement Director is a present Alternate Director, the Members of the Affiliated Local Association shall nominate and elect a new Alternate Director in addition to the Director.

The President, Vice Presidents, Local Affiliated Association Vice Presidents, Secretary and Treasurer of the Association, if not already, shall be duly elected Directors and shall be members of the Board with full voting power.

All Past Presidents in good standing shall be Directors of the Association and retain full voting rights, so long as the Past President participates in at least one Board Meeting or one executive committee meeting within the prior year.

All Past First Vice Presidents in good standing who have served at least four years as a Senior Officer to the Association shall be Directors of the Association and retain full voting rights, so long as the Past First Vice President participates in at least one Board Meeting or one executive committee meeting within the prior year.

The Executive Officer of Affiliated Local Associations shall be welcome to attend meetings of the Board of Directors, but shall not have voting rights.

Each Affiliated Local Association shall advise the Executive Vice President of this Association in writing of the number and names of the Directors and Alternate Directors elected to the Board of Directors of the State Association.

The Board of Directors shall accept the designation of individuals to serve on the Board of Directors for following year according to the number of Directors permitted to be nominated from each Affiliated Local Association set forth in Section 2(a) of this provision. The Board of Directors shall solely determine whether each individual designated meets the qualification of a Director as set forth in the By-Laws. If the designated individual member meets the qualifications of a Director, the Board of Directors shall approve the nomination. However, if the nominated member does not meet the qualifications to be a Director, the Board shall notify the Affiliated Local Association and the Affiliated Local Association shall have the right to nominate a replacement Director. The nominations made by the members of each Affiliated Local Association in accordance with this paragraph shall be approved by the Board of Directors at the Annual Board of Directors Meeting. The Board of Directors shall not be permitted to substitute or reject the nominations made by the Affiliated Local Associations. The Members of the Association shall not be permitted to vote on or elect the Directors so approved by the Board of Directors.

Section 3 NOMINATIONS AND ELECTION OF OFFICERS, STATE REPRESENTATIVE TO NAHB EXECUTIVE BOARD, AND NATIONAL AND ALTERNATE DIRECTORS OF NAHB:

Executive Committee shall choose a Nominating Committee no later than June 30^th The Committee shall canvass the membership, consider recommendations and hold a meeting called, or a series of meetings to be called, by the Chairman of the Committee. The Committee, as a result of its activities, shall present a slate of nominees for the following offices: President, Senior Vice President, First Vice President, Second Vice President, Secretary and Treasurer. The Committee shall also make a nomination for the office of State Representative to NAHB Executive Board, National Vice President to NAHB during appropriate years, and for National and Alternate Directors of NAHB, and NAHB Build-Pac trustees and alternates. Immediately after the Committee has met and made its nomination, it shall file its report with the Executive Vice President of the Association no later than October 31^st annually and the Executive Vice President shall forward within fourteen (14) days thereafter copies of the Nominating Committee’s report to all members of the Association. The slate of candidates shall be presented to the existing Board of Directors at the Annual Board of Directors Meeting. In the event, a Director(s) has an objection to the slate, the Director(s) shall submit said objection and substitute nomination in writing no later than seven (7) days prior to the Annual Board of Directors Meeting for the purpose of evaluating the candidate’s credentials. The Board shall make a final recommendation as to the slate and shall vote on the same, which shall require a majority vote of Directors present. The Members of the Association shall be presented the slate at the Annual Membership meeting.

LIFE DIRECTORS: There shall be a special class of members to the Board of Directors called a “Life Director”. A Life Director shall not be entitled to a vote but is purely an honorary title and shall not be counted in determining a quorum. A Life Director will be notified of all Board Meetings and shall serve for their natural life. A candidate for Life Director must have served in one or more of the following positions: local president, national director, state senior officer, National Representative, NAHB vice president or NAHB area vice president, State Representative to NAHB or Association vice president. A candidate for the designation as a “Life Director” must meet the following minimum criteria in order to be considered for the designation of “Life Director”:

A candidate for Life Director must have served on the Association Board of Directors for a minimum of 10 years.
A candidate for Life Director must have chaired at least one standing committee at the State level.

Meeting minimum criteria for submission should not be construed as automatic approval. The candidate for this high honor must be approved unanimously by the Nominating committee, who will submit the recommendation to the Board for final approval at the Annual meeting.

INDUSTRY MEMBER AT LARGE. Each Affiliated Local Association shall nominate an Industry Member at Large who shall be permitted to participate at all Board Meetings, however, shall have no voting rights. Industry Member at Large is purely an honorary title and shall not count in determining a quorum. The Industry Member at Large shall be approved by the Board of Directors and shall serve for one year period, or if appointed to replace a vacancy shall serve for the remainder of the year term.

ARTICLE IX

(Meetings of the Board of Directors)

Section 1 The Annual Meeting of the Board of Directors of the Association shall be held for the purpose of electing the officers, the Directors at Large, the State Representative to NAHB Executive Board, National Vice President to NAHB during appropriate years, the Directors and Alternate Directors to NAHB, and NAHB Build-PAC Trustees and alternates, and to transact such other business as may properly come before them.

Section 2 Regular meetings of the Board of Directors shall be held at such times and places as the Board, the Executive Committee, or the President may direct.

Section 3 Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five members of the Board.

Section 4 Notice of the date, hour and place of all meetings must be given to the Directors at least ten (10) days in advance.

Section 5 A QUORUM shall consist of 1/3 of the Board of Directors then in office that are present at a meeting. A Director may be present personally or by telephonic means. Directors present via electronic means shall count towards a quorum.

Section 6 VOTING – Each Director present at a meeting shall be entitled to one vote and shall count toward quorum requirements.

Section 7 MANNER OF ACTING. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.

Section 8 ATTENDANCE – The office of any Director who shall be absent from two regular meetings of the Board of Directors, without good cause, may be declared vacant by a majority of vote of the remaining Board of Directors. Upon such occurrence the Board of Directors shall give notice to the Affiliated Local Association and the Affiliated Local Association shall then nominate and elect a replacement Director in accordance with Article VIII Section 2(b).

Section 9 CONSIDERATION OF RESOLUTIONS AND POLICY STATEMENTS. In order to assure the fullest possible consideration of resolutions and statements directed to the policy or operation of the Association, any director desiring consideration of any such resolution or statement proposed shall, whenever possible or feasible, submit the resolution or statement for consideration by the appropriate standing or special committee of the Association having responsibility for the principal matter covered by such resolution or statement. The appropriate committee shall consider the resolution or statement and shall cause it to be forwarded to the Executive Committee and to the Board for appropriate action. The resolution or statement, irrespective of the recommended action of the reviewing committee, shall be submitted to the Board of Directors for its consideration, unless withdrawn by the director who proposed it.

Notwithstanding the above preferred procedure, any director is empowered at any regular or special meeting of the Board of Directors, to submit a motion or resolution to the Board of Directors. Said submittal shall be in writing or oral. The Board of Directors by majority vote may table the motion or resolution until the appropriate committee has reviewed the same or vote on the issue, motion or resolution at the meeting. At the Annual Meeting of the Board of Directors, only new Directors who have not been a Director on the immediately preceding Board may bring such new motions or resolutions.

The foregoing requirements shall not limit or affect the right of any director to propose an amendment, substitute, or other motion germane to an issue under discussion.

Section 10 Vacancies occurring on the Board of Directors between Annual Meetings shall be filled as follows:

New posts on the Board occasioned by the affiliation of a new Local Affiliate Association between Annual Meetings or vacancies on the Board among Directors representing an Affiliated Local Association shall be filled by the Affiliated Local Association from among its active members in accordance with their respective Constitution or Bylaws.

Section 11 NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors shall be composed of all elected directors, members of the Executive Committee, State Representative to NAHB Executive Board and qualified Past Presidents.

An elected director shall hold office until the next annual meeting and until said director’s successor shall have been elected and qualified.

Directors shall be members in good standing of this Association, nominated by their respective Affiliated Local Association as provided by these Bylaws.

A director should be considered to have resigned from that office if, during said director’s term of office, said director otherwise becomes ineligible to serve on the Board of Directors with voting rights.

ARTICLE X

(Elective Officers)

Section 1 ELECTIVE OFFICERS of this Association shall consist of President, Senior Vice President, First Vice President, Second Vice President, Treasurer and Secretary and one Local Affiliated Association Vice President for each Local Affiliated Association. Any Local Affiliated Association with a total membership of 700 or greater (Builder Members and Associate Members only and excluding Affiliate Members) shall have one additional Local Affiliated Association Vice President. Each Local Affiliate Association shall submit to the Nominating Committee the names of qualified applicants to serve in the position of Association Vice president, prior to the August Board of Directors meeting. An Association Vice President may have served in one of the following capacities: (1) Any senior officer of a Local Affiliated Association, which would include president, vice president, treasurer or secretary; (2) served as chairman of a standing committee of the Local Affiliate Association; or (3) been a member in good standing for 5 years of a Local Affiliate Association.

Section 2 The officers shall be elected by the Board of Directors at the Annual Meeting of the Board of Directors. They shall serve until the next Annual Meeting and until their successors are elected and qualified. The President shall not be elected for more than two successive terms. Elective officers need not be regularly elected members of the Board of Directors.

Section 3 The Board of Directors, at its Annual Meeting, shall elect the State Representative to NAHB Executive Board, the number of National Directors and Alternates permitted by NAHB for the next year, National Vice President to NAHB during appropriate years, and NAHB Build-Pac trustees and alternates.

Section 4 DUTIES OF THE OFFICERS OF THIS ASSOCIATION SHALL BE:

The PRESIDENT shall be the chief executive officer of the Association and shall preside at its meeting and those of the Board of Directors and Executive Committee. Between the sessions the president shall have the authority to represent the Association and act in its name subject only to its policies. The president shall appoint all committees, shall be an ex-officio member of all committees, and may assign duties to Senior Officers and Vice Presidents as necessary. Said duties shall include, but not be limited to, legislation, conventions, membership, finance, public relations and education. The president shall serve as chairperson of the Executive Committee and shall perform all other duties usual to that office. The president shall also serve as the vice chairman of the Long-Range Planning Committee. The President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

SENIOR VICE PRESIDENT is the vice chairman of the Executive Committee and, in the absence of the president, shall be responsible for performing all the duties of the office of the president, and when acting in that capacity shall have all the powers and be subject to all the limitations of the office of the president. In addition to these duties, the senior vice president shall serve as chairman of the Legislative Committee. The Senior Vice President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

FIRST VICE PRESIDENT shall be responsible for duties as specified by the president. The first vice president may be selected from the Associate membership classification. An Associate member who is first vice president is not eligible to move up to higher office. The first vice president shall serve on the Executive Committee. In addition to the first vice president’s duties, said first vice president shall also serve as chairman of the Membership Committee. Notwithstanding any other provision in the By-Laws to the contrary, the first vice president position shall be a two year term. The First Vice President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

SECOND VICE PRESIDENT shall be responsible for duties as specified by the president. The second vice president may be selected from the Associate membership classification. An Associate member who is second vice president is eligible to move up to first vice president. The second vice president shall also serve on the Executive Committee. In addition to the second vice president’s duties, said second vice president shall also serve as vice chairman of the Membership Committee. Notwithstanding any other provision in the By-Laws to the contrary, the second vice president position shall be a two year term. The Second Vice President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

ASSOCIATION VICE PRESIDENTS shall assist the president and the first vice president in the performance of their duties and shall promote the interest and welfare of the State Association and its members in their area.

The TREASURER shall be a member of the Executive Committee. The treasurer shall serve as Chairman of the Budget Committee and shall be responsible for an accounting of all monies collected and disbursed by the Association and shall render an annual statement to the Board of Directors. In addition to these duties, the Treasurer shall serve as Vice Chairman of the Legislative Committee. The Treasurer shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

The SECRETARY shall keep a record of all of the official proceedings of the Association and its Board of Directors, except that these duties may be delegated to the Executive Vice President. The Secretary shall be a member of the Executive Committee. In addition to other duties, the Secretary shall be the keeper of the Bylaws, ensuring that all proposed changes, amendments and/or corrections are made within the provisions set forth in these Bylaws. The Secretary shall also serve as the Vice Chairman of the Budget Committee and will chair any committee dealing with public relations. The Secretary shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

The IMMEDIATE PAST PRESIDENT shall serve as a member of the Executive Committee for a period of three (3) years. The immediate past president shall have all the rights and privileges as any other member of the Executive Committee. The immediate past president shall also serve as the Chairman of the Long-Range Planning Committee and Nominating Committee. The Immediate Past President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

ARTICLE XI

(Executive Committee)

Section 1 DUTIES AND RESPONSIBILITIES, AUTHORITY AND ACCOUNTABILITY.

The Executive Committee shall have and shall exercise the authority of the Board of Directors in the management of the Association between meetings of the Board of Directors. The Executive Committee shall not have the authority of electing, appointing or removing any member of the Executive Committee or any elected director or elected officer of the Association; amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan or merger or adopting a plan of consolidation with another organization; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors, except on the finding of an emergency requiring such action.

The Executive Committee is accountable to the Board of Directors.

Annually, the Executive Committee shall review and adopt any policies necessary for HBAI operations, including its policy for “Prohibiting Sexual Harassment”.

Section 2 NUMBER AND TENURE.

The Executive Committee shall be composed of the President, Senior Vice President, First Vice President, Second Vice President, Treasurer, Secretary, 3 Immediate Past Presidents, State Representative to NAHB Executive Board, National Vice President to NAHB (when from Illinois), National Directors, and Local Affiliated Association Vice Presidents. Each member of the Executive Committee shall hold office until the next annual meeting of the Board of Directors and until his successor shall have been appointed, or elected, and installed in that office unless stated otherwise in these Bylaws.

The following is a list of Life Members of the Executive Committee: Richard Inbinder, Richard Walsh, Paul Ball, Lynn Krause, Jack Lageschulte, Ralph Harwood, Frank Hartman, Larry Kinsella, Herb Freedman, Richard Brown and Alice Peters. All members listed as “Life Member of the Executive Committee” shall retain all rights and privileges afforded by this honor with the Association. After December 6, 1995 no further additions will be made to this category. (See section “Life Director”).

An Honorary Member shall be a nonvoting member of the Executive Committee who shall be recommended by the Nominating Committee and approved by the Board at the Annual Meeting. The status of Honorary Member shall be based on past and present service to the Association as long as the member remains in good standing and maintains the membership dues.

Section 3 REGULAR MEETINGS. The Executive Committee shall hold meetings as needed throughout the year.

Section 4 SPECIAL MEETINGS. Special meetings of the Executive Committee may be called by or at the request of the President or by 5 or more members of the Executive Committee.

Section 5 NOTICE. Notice of any meeting of the Executive committee shall be given at least ten (10) days previously thereto by written notice sent by United States mail, through electronic transmission via e-mail and or facsimile. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Committee member may waive notice of any meeting. The attendance of a Committee member at any meeting shall constitute a waiver of notice of such meeting, except where a Committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.

Section 6 QUORUM. Three senior officers and 1/3 of the Association vice presidents shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.

Section 7 MANNER OF ACTING. The act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the Executive Committee, unless the act of a greater number is required by law or by these Bylaws. At any meeting of the Executive Committee with another Committee, only members of the Executive Committee shall be entitled to vote.

Section 8 VACANCIES. Any vacancy occurring on the Executive Committee may be filled by the appointment of the President, with the exception of association vice presidents. Association vice presidents shall be filled by appointment by the Affiliated Local Association. Members so appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.

Section 9 INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action, which may be taken at a meeting of the Executive Committee, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by a sufficient number of the Executive Committee to constitute a quorum.

Section 10 Al rights and duties of stockholders or shareholders incumbent upon the Association by reason of owning stock, debentures, or any evidences of ownership in any subsidiary corporation or other entity shall be exercised by the President of the Association with the consent and direction of the Executive Committee.

Section 11 EMPLOYMENT AND REMOVAL OF PROFESSIONAL STAFF.

The Executive Committee shall employ the Executive Vice President of the Association.

The Executive Vice President shall be responsible to retain and discharge the balance of the staff of the Association according to those powers and rights granted to the Executive Vice President under Article XII Removal shall be without prejudice to the contract rights, if any, of the Association or of the person removed.

The Executive Vice President shall be responsible to accept and implement the procedure of handling any reports or complaints of sexual harassment pursuant to HBAI’s Policy Prohibiting Sexual Harassment.

ARTICLE XII

(Administrative Officers and Staff)

Section 1 The Executive Committee may employ an Executive Vice President as the chief administrative officer of this Association. The rate of compensation shall be fair and proper within ranges or limits established by the Budget and Finance Committee and its sub-committee the Compensation Committee.

Section 2 It shall be the duty of the Executive Vice President to supervise the entire office staff and perform such other duties as may be delegated by the Board of Directors, the Executive Committee, or the President and all other duties usual to such office.

Section 3 EXECUTIVE VICE PRESIDENT. The Executive Vice President shall be the chief administrative operating officer of the Association.

The Executive Vice President shall devote his/her full time and attention to the faithful performance of these duties to the best of his ability and in the interest of the Association. He shall conduct the office in accordance with law, the Constitution, the Bylaws and policies of the Association.

The Executive Vice president shall have, but not be limited to, the following duties and responsibilities: (1) In relation to the staff the Executive Vice President shall: develop and supervise operational plans; develop and maintain an effective plan of organization including relationships within and outside the Association; employ, train, evaluate and discharge such personnel, compensate staff personnel within the limitations of the budget and salary ranges approved by the Executive Committee from time to time; direct the work of the staff; develop and maintain an effective system of controls over staff functions, Association finances and services. (2) In relation to the Executive Committee the Executive Vice President shall: Recommend long range planning objectives and policies, organization structure for the Association, persons outside the staff for performance of functions beyond staff resources, systems of controls over Association affairs, approval of budgets and major appropriations, render timely reports in regard to his and the staff’s functions, goals, and his general appraisal of staff performance. (3) In relation to the elected officers the Executive Vice President shall advise, counsel and assist in the performance of their duties. (4) In relation to other committees the Executive Vice President shall advise, counsel and assist in the accomplishment of their objectives within budgetary limitations. (5) In relation to those outside the Association the Executive Vice President shall develop and maintain an effective liaison with all branches of state government and with related trade groups as to the concerns of the Association. (6) In relation to Affiliated Associations, the Executive Vice President shall advise, counsel and assist them in accordance with the policies of this Association. (7) In general he shall perform such other responsibilities as may be designated from time to time by the Executive Committee.

The Executive Vice President shall be an ex-officio, nonvoting member of the Executive Committee, except he may be excused from those meetings concerned with his own compensation or performance.

The Executive Vice President shall be accountable to the Executive Committee.

ARTICLE XIII

(Committees)

Section 1 GENERAL PROVISIONS. Except as these Bylaws may provide otherwise, the following general provisions shall govern all committees of the Association.

LIMITATION OF AUTHORITY. No Committee shall have or exercise the authority of the President in reference to removal of any member of any committee unless otherwise provided for in these Bylaws; nor shall it have or exercise the authority of the Board of Directors in reference to removal of any director or officer of the Association; amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan of merger, or adopting a plan of consolidation with another association; commit financial resources of the Association without Executive Committee approval; authorizing the sale, lease, exchange or mortgage of all or any part of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Association; or amending, altering or repealing any resolution of the Board of Directors.

All committee members shall be members of the Association. The chairman of a committee may be a Builder or Associate member of the Association. A person shall not be eligible to serve as a chairman of the same committee for more than four (4) consecutive terms.

Unless otherwise provided for in these Bylaws the President shall appoint all members and the chairperson and vice chairperson of each committee; provided, however, that except with respect to chairperson and vice chairperson he shall, to the extent feasible, seek (but shall not be bound by) the advice of the Executive Committee and Association Vice Presidents.

Each committee member and each chairperson of a Standing or Special Committee shall serve until the annual meeting of the Board of Directors at which the designated term expires and until his successor is appointed, unless otherwise provided for in these Bylaws.

The President may remove any committee member or committee chairperson appointed by the President provided he finds that such removal is in the best interest of the Association. Any other committee member or committee chairperson may be removed by the Executive Committee for cause after an appropriate hearing. Any such removal from a committee shall not prejudice the rights of such person as a member of the Association or any other position such person may have in the Association.

Any committee member or committee chairperson may resign such position by filing a written resignation with the President.

Any vacancy occurring in a committee and any committee membership to be filled by reason of an increase in the number of committee members may be filled by the President. Unless otherwise provided for in these Bylaws a committee member, or a committee chairperson, appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in that position.

REGULAR MEETINGS. Regular meetings of all committees may be held without other notice than this Bylaw, immediately before, and at the same place as the regular meetings of the Board of Directors of the Association, unless specified.

SPECIAL MEETINGS. Special meetings of a committee may be called by the committee chairperson or one-fourth (1/4) of the committee members.

Notice of any special meeting of a committee shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail through electronic transmission via e-mail and/or facsimile. Notice shall be deemed to be delivered when deposited in the United States mails. Any committee member may waive notice of any meeting. Attendance of any committee member at any committee meeting shall constitute waiver of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the committee need be specified in the notice of waiver of notice of such meeting, unless specifically required by these Bylaws.

A majority of the committee members shall constitute a quorum for the transaction of business at any meeting of the committee; but if less than a majority of the committee members are present at said meeting, a majority of the committee members present may adjourn the meeting from time to time without further notice.

MANNER OF ACTING. The act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee, unless the act of a greater number is required by these Bylaws.

Committee reports shall be submitted regularly by the chairman to the President and the Board of Directors. The acceptance of approval of reports by the board shall not constitute policy or authorize the expenditure of funds by the Association.

Neither committee members, nor the chairman of a committee shall receive any stated salaries for their services, but by written authorization by the President, subject to terms and conditions as shall be imposed by the Executive Committee, expenses of attendance, if any, and may be allowed for attendance at a special meeting of a committee called by the President or the Executive Committee. Such authorization by the President may be limited by the President to less than the entire committee membership at the sole discretion of the President.

Section 2 STANDING COMMITTEES. Standing Committees shall investigate, study, and make recommendations to the Executive Committee and the Board of Directors, concerning new, continuing or recurring matters relating to the purposes or business of the Association. Upon the election of the new president, said president shall assign Senior Officers to oversee the various committees, except Nomination and Membership.

DESIGNATION, JURISDICTION, AND SPECIAL TENURES OF STANDING COMMITTEES. The designation, jurisdiction, and special tenures of standing committees are as follows:

BUDGET AND FINANCE: The treasurer shall serve as chairperson of the Budget and Finance Committee and the secretary shall serve as vice-chairperson. The term of office for the chairpersons shall be one (1) year. The standing committee on Budget and Finance has jurisdiction over matters relating to the budget of the Association. The budget of the Association shall be prepared under the general supervision of, and recommended by the standing committee on Budget, which shall provide general supervision of the administration of the budget after approval of the Board of Directors, and shall investigate and suggest fund raising activities of the Association. There shall be not less than five (5) members of this standing committee. All voting members of this standing committee must be voting members of the Board of Directors. There shall be a subcommittee of the Budget and Finance Committee known as the Compensation Committee. The Compensation Committee shall consist only of Senior Officers and two additional members, of and appointed by the Budget and Finance Committee, which shall be closed to all other persons and shall be required to report only to the Budget and Finance Committee in an executive session, and its purpose shall be to meet annually and review and determine compensation level for all staff members and report any changes to the Budget and Finance Committee. The Compensation Committee shall undertake its best efforts to meet prior to the Budget and Finance Committee to make its recommendations.

MEMBER SERVICES: The 1st Vice President shall serve as chairperson of the membership committee, and the Second Vice President shall serve as the vice-chairperson. The term of office for the chairperson and the vice-chairperson shall be one () year. The standing committee on Member Services shall have jurisdiction of matters relating to membership development and retention. It shall make recommendations with regard to any membership activities, and take up such matters relating to the State Association relationships with its Affiliated Local Associations and the membership as may be assigned to it by the President or by the Executive Committee. This committee shall provide general preparation for programs, conventions, and/or other events and provide general supervision for the administration of the events. This committee shall provide general supervision for the administration of educational events. Builder and Associate members may be appointed by this standing committee. Each Affiliated Local Association may appoint one (1) or more members from this association to this committee.

NOMINATIONS: The standing committee on Nominations shall be composed of the most Immediate Past President willing and able to serve, and six (6) voting directors. The most immediate Past President shall serve as chairman of the standing committee. The terms of all of the committee members shall expire upon the adjournment of the regular Annual Meeting of the Board of Directors subsequent to the appointment of the committee members. The standing committee shall seek and receive recommendations from members. The committee shall evaluate and satisfy itself as to the qualifications of each nominee, shall explain the duties and responsibilities of the office for which he or she is nominated, and shall obtain a commitment from the candidate to perform the duties of the office for which nominated to the best of his or her ability. The Nominating Committee shall present the names of the nominees it feels are qualified for the senior offices to the Association Board of Directors, and for National Directors and Alternate Directors, State Representative to NAHB Executive Board, NAHB Vice President, when applicable, NAHB Build-Pac Trustees and alternates. The slate of nominees presented by the committee shall not preclude any other qualified member from being elected to any office. The standing committee on Nominations shall prepare a set of guidelines to be followed by each candidate seeking election. The guidelines shall be delivered to each candidate. The standing committee on Nominations shall submit the names of all candidates for the elective offices provided by these Bylaws shall be placed before the meeting for election.

NOMINATION AND ELECTION OF OFFICERS, STATE REPRESENTATIVE TO NAHB EXECUTIVE BOARD, NATIONAL AND ALTERNATE DIRECTORS OF NAHB, DIRECTORS FROM INDUSTRY-AT-LARGE, AND NAHB VICE PRESIDENT TO NAHB, WHEN APPLICABLE: The Nominating Committee shall be appointed at a meeting of the Executive Committee of this Association, to be held on or about June 15 of each year, The committee shall consist of the following: The Immediate Past President shall be the chairman of the Nominating committee. The President of the Association and the Executive Committee shall each select three (3) members for the Nominating Committee from the Executive Committee, Board of Directors and/or the general membership of the entire association.

The appointment to the Nominating Committee shall not include any of the senior officers then serving in office. Committee shall canvass the membership, consider recommendations and hold meetings called by the Chairman of the Nominating Committee and shall make nominations for the following officers: President, Senior Vice President, First Vice President, Second Vice President, Secretary, and Treasurer. The Committee shall also make nominations for the office of State Representative to NAHB Executive Board and for National and Alternate Directors to NAHB, Vice President to NAHB, when applicable, NAHB Build-Pac Trustees and alternates, and Directors from Industry-at-Large. The Committee shall file its report with the President of the Association on or before October 15 of each year so that he or she shall approve and submit to Executive Vice President who shall forward copies of the Nominating Committee’s report to all members of the Association within fourteen (14) days of the date of said report.

LEGISLATIVE AND GOVERNMENTAL AFFAIRS: The Senior Vice President shall serve as chairperson of the Legislative and Governmental Affairs Committee, and the treasurer shall serve as vice chairperson. The term of office for the chairpersons shall be one (1) year. The standing committee on State Governmental Affairs shall monitor all state legislation and rules and regulations of the various agencies of state government, both existing and proposed, affecting housing, and recommend policy positions on such legislation, rules and regulations for the Association; develop and improve legislative information dissemination programs for the members; oversee legislative contact program and recommend improvements as may be necessary. This standing committee shall be composed of not fewer than twelve (12) additional the Association members, either Builder or Associate, who shall be appointed so that one-third (1/3) of the terms shall be for three (3) years, one-third (1/3) of the terms for two (2) years, and one-third (1/3) of the terms for one (1) year.

LONG RANGE PLANNING: The immediate past president shall serve as chairperson of the Long-Range Planning Committee, and the president shall serve as vice-chairperson. The term of office for the chairpersons shall be one (1) year. The standing committee on Long Range Planning shall conduct studies on problems and economic trends affecting, or likely to affect, the industry and its members. The committee shall report to the President and the Executive Committee and shall present its recommendations in writing. The Committee shall familiarize itself with the operations of the Association, anticipate future changes in the industry based on studies produced by the Long Range Planning Committee and suggest appropriate alternative courses of action for the Association; develop plans for presently known Association problems; formulate goals and suggest operating objectives for the Association; review current Association operating policies and suggest revised operating policies when necessary; study potential sources of revenue; review future needs of the Association; and report its findings and/or recommendations to the Executive Committee and annually to the Board of Directors at the Annual meeting in December of each year. The committee shall consist of no less than 12 members of the Association from the membership. The Committee has the authority and it is recommended, but not required, to establish a sub-committee every three years after January 1, 2004 to review and recommend suggested by-law revisions, if necessary, to the Long-Range Planning Committee and Board of Directors.

The EXECUTIVE COMMITTEE shall consist of the President as Chairman, all Vice Presidents, Secretary, Treasurer, Immediate Past President, Affiliated Local Association Vice Presidents, State Representative to NAHB Executive Board, National Vice President to NAHB during the appropriate years, and Life Members as appointed from time to time by the Board. This Committee shall conduct the affairs of the Association in accordance with the Bylaws, policies and instructions of the Board of Directors. It shall establish the direction of the Association. It shall exercise all powers of the Board of Directors between meetings of the Board. The Executive Committee shall meet upon the call of the President, the Board of Directors or any three (3) of its members.

The BUILDER ISSUE FUND. This fund shall be a standing committee of the Association and shall operate under the guidelines set forth in the attached rules labeled “Builder Issue Rules Exhibit A”. These rules may be modified and changed from time to time by the Builder Issue Trustees and subject to the approval of the Board of Directors of the Association.

Section 3 SPECIAL COMMITTEES. Special committees shall study and investigate immediate or nonrecurring matters relating to the purpose or business of the Association.

Special committees may be created by the President, who shall define authority and duties, upon approval or ratification of the Executive Committee.

NUMBER AND TENURE. A special committee shall consist of builder and associate members appointed by the President; provided however, that any builder or associate member of the Association in good standing may attend, participate in, and vote on any matter at any meeting. A special committee and membership thereon terminates upon the adjournment of the regular annual meeting of the Board of Directors.

ARTICLE XIV

(Dues)

Section 1 The DUES of this Association shall be paid annual in advance on the anniversary date of each individual membership.

The rate of dues for each member per year shall be established by a vote of the Board of Directors at the Annual Meeting.

Builder Members to be established

Associate Members to be established

Members at Large to be established

Affiliate Members to be established

Member dues shall be remitted to the Association by its Affiliated Local Associations in accordance with the above rates and schedule. Further, Affiliated Local Associations may, at their option, pay from their treasuries any portion of their members’ the Association dues.

Section 2 Dues of new members shall be credited for a twelve-month period from date received.

Section 3 Each Affiliated Local Association shall be responsible for the collection and payment of all dues of its members.

Section 4 Affiliated Local Associations will pay NAHB dues direct to NAHB and in accordance with the provisions of the By-Laws of NAHB.

Section 5 Members at large shall pay both State and National dues to the Association and the Association shall be responsible to NAHB for the payment of dues for all those individual members.

Section 6 Dues and other charges unpaid for a period of three months after they are due and payable shall render a member not in good standing and the member’s name may be published in the publications of the Association as a delinquent. Legal measures may also be taken for the collection of all such accounts at the discretion of the Board of Directors.

ARTICLE XV

(Finance)

Section 1 CONTRACTS, CHECKS, DEPOSITS AND FUNDS.

The President, the Executive Vice President, or any other officer of the Association duly authorized by them, or by these Bylaws, to act for them in a specific instance, may execute contracts, which will be attested to by another officer of the Association. The Board of Directors may also authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

DRAFTS or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by the Treasurer and countersigned by the President or the Executive Vice President of the Association, or they may be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

The following officers of the Association and any other officer or officers of the Association as from time to time may be authorized by resolution of the Board of Directors, shall have authority to sign checks for and on behalf of the Association: President, Senior Vice President, Secretary, Treasurer, and Executive Vice President. The signature of any one of the foregoing officers shall be necessary on all checks drawn on account of the Association.

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Executive Committee may authorize.

BONDING REQUIREMENT. The Treasurer, and other officers or members of the staff authorized by the Executive Committee to handle the funds of this Association, may furnish a bond at the expense of the Association in such amount as the Executive Committee shall determine.

APPROVED BUDGET. The Board of Directors, prior to the beginning of a fiscal year, shall adopt an annual budget for the fiscal year. The Association shall function within the total of such budget. Any motion requiring or requesting the expenditure or investment of funds in excess of the approved budget shall be referred to the Budget and Finance and Executive Committees for recommendation prior to submission to the Board of Directors. The Executive Committee may add to the unallocated portion of the budget any additional amount of income anticipated over budget income for the fiscal year upon the request of the Budget and Finance Committee.

RESERVE FUNDS. In preparing the budget, the Finance and Executive Committees may recommend to the Board of Directors, as part of the budget, such reserve funds for the future operation of the Association as they shall deem necessary and desirable in the prudent administration of the Association’s financial affairs. No expenditures may be made from such reserve funds except upon recommendations of the Budget and Finance and Executive Committees and upon approval of the Board of Directors. In the absence of a favorable recommendation of the Budget and Finance and Executive Committees for such expenditures, such fund or funds may be used for such purposes as may be approved by a two-thirds vote of the Board of Directors.

ANNUAL AUDIT. There shall be an annual audit report of the finances of the Association and its subdivisions and subsidiaries, by an independent Certified Public Accountant recommended by the Finance Committee and approved by the Executive Committee, which, together with a report from the Treasurer, shall be submitted to the Board of Directors unless otherwise recommended and approved by the Board of Directors.

Section 2 BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account. It shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.

Section 3 FISCAL YEAR. The fiscal year of the Association shall begin on the first day of January and end on the last day of December each year.

Section 4 OFFICIAL EMBLEM. The Board of Directors shall adopt an official emblem for the exclusive use of this Association, its affiliated Associations s, and its members in good standing. Use of the emblem by a member shall be confined to identifying them as a member in good standing of this Association. The emblem may not be used in any manner or position to denote or imply any endorsement by this Association of a member’s product or services, and use of the emblem may not be conveyed by a member to another member, or non-member, for any purpose whatsoever. The Executive Committee shall have the authority to limit or restrict the use of the emblem from time to time as it deems proper. Misuse of the emblem shall constitute grounds for revocation of membership.

Section 5 RULES OF ORDER. The rules contained in Robert’s Rules of Order, Revised, shall govern this Association in all cases to which they are applicable, including meetings of the membership and Board of Directors, if not inconsistent with these Bylaws or other special rules which may be adopted by this Association from time to time.

Section 6 TAX EXEMPT STATUS.

The Association is organized as a not for profit Corporation under the laws of the State of Illinois and is intended to operate as a tax-exempt business league pursuant to Section 501(c)(6) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any subsequent Internal Revenue Law). No part of the net earnings of the Association shall inure to the benefit of any private shareholder, member, or individual.

In the event of dissolution of the Association, the assets of the Association shall, after appropriate provision for debts and liabilities of the Association be distributed in any liquidation proceeding to a corporation, trust, or association which is not organized for profit and is exempt from federal income taxation under the Internal Revenue laws applicable at the time of such dissolution.

The Association shall have the right and authority to establish such subordinate for profit and not for profit corporations, limited liability companies or partnerships, which it may be either the sole or joint shareholder or participant of. Notwithstanding the foregoing in the event the Association establishes or becomes a member or shareholder of a for profit entity such activity shall in no way be in conflict with the intent and provision of these By-Laws or violate the applicable Internal Revenue Service or State of Illinois Department of Revenue rules and regulations or state and federal laws that governs not for profit corporations.

The Association may recommend the establishment of political action committees.

ARTICLE XVI

(Councils)

Section 1 There shall be within, and units of, the Association such Councils as the Executive Committee may from time to time find necessary to serve adequately the needs of respective portions of the shelter or light commercial industries. Only a Builder Member or an Associate Member of the Association, in good standing, may participate in the activities of any such Council.

Section 2 The activities of a Council shall be managed by a Board of Trustees composed of fifteen (15) members of the Association from the segment of the industry represented, five (5) of whom shall be appointed annually by the President, subject to the approval of the Executive Committee of the Association for terms expiring upon the adjournment of the third annual meeting of the Board of Directors following their respective appointments, except that the Trustees first appointed to each such Council shall be as follows: five (5) for three (3) year terms; five (5) for two (2) year terms; and five (5) for one (1) year terms.

Section 3 The President shall annually designate one Trustee to be Chairman and one to be Vice Chairman, to serve until their respective successors are appointed. A chairman shall be an ex-officio non-voting member of the Executive Committee of the Association.

Section 4 The Board of Trustees first appointed for each such Council, shall forthwith adopt Rules of Procedures for its Council, to become effective upon approval by the Executive Committee. Each Council shall be subject to general supervision by the Executive Committee and shall report to it at each meeting of the Executive Committee, which may be held in conjunction with a meeting of the Board of Directors of the Association. A Council formed pursuant to this Article may require, as a condition of membership in the Council, such payments as its Board of Trustees from time to time recommends and the Executive Committee approves.

Section 5 The following provisions of Article XIII, Sec. 1 shall apply to any Council: Subsection E (Termination – with respect to the removal of a member or Chairman or Vice Chairman of any Board of Trustees); Subsection F (Resignation) l Subsection G (Vacancies); and Subsection N (Compensation).

ARTICLE XVII

(Amendments)

Section 1 These By-Laws may be amended at any meeting by a two-thirds vote of the members of the Board of Directors represented in person at any meeting provided the substance of the proposed amendments shall have been submitted to the Directors at least two weeks in advance of their adoption.

Section 2 In the event there is a question regarding the interpretation or application of these By-laws, the majority of the Board of Directors’ interpretation shall be controlling. The Board of Directors upon shall resolve all disputes with respect to the application or interpretation of the By-laws written motion at the next available Board of Director’s meeting.

ARTICLE XVIII

(Indemnification)

Section 1 The Association shall indemnify any officer, director, employee or agent who has or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association), because he or she was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for the benefit of the Association, against expenses (including attorneys’ fees and costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit or proceeding, if:

He or she acted in good faith;

He or she acted in a manner he or she reasonably believed to be not opposed to the interests of the Association or acted at the direction of the Board of Directors; and

With respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that this or her conduct was unlawful.

However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such a person is fairly and reasonably entitled to indemnify for such expenses as the court shall deem proper.

Section 2 Any indemnification under Section 1 (unless ordered by a court) shall be made by the Association only as authorized in specific case, upon determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. The Association’s determination shall be final and not subject to appeal. Such determination shall be made:

By the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to such action, suit or proceeding; or

If a quorum of the disinterested members of the board of directors is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, in a written opinion by independent legal counsel selected by the board.

The Association shall have the sole option of advancing expenses and costs prior to the meeting and vote by the Board of Directors. To the extent any expenses and costs provided by the Association prior to the Board of Directors action as set forth herein shall be subject to repayment by the indemnified party if the Board of Directors fail to determine that it is subject to indemnification. In the event the Board of Directors votes to indemnify and subsequently facts are discovered where it becomes apparent that the director, officer, employee or agent did not qualify under Section 1 for indemnification, the indemnified party shall be required to repay all expenses and costs advanced.

The Board of Directors may elect to delay decision on the indemnification until after the resolution of the underlying action against the director, officer, employee or agent. Failure of the Board of Directors to take action shall not constitute a separate action against the Board or its members.

Section 3 To the extent that a director, officer, employee or agent of the Association has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in paragraph 1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorney’s fees and costs) actually and reasonably incurred by the individual in connection therewith.

Section 4 The indemnification provided by these bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the provision of these bylaws or agreement with the Board of Directors or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5 The Association shall maintain insurance on behalf of any person who is a director, officer, employee or agent of the Association or who is serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to perform work or services for the Association, against any liability asserted against the individual and incurred by the individual in any such capacity or arising out of his or her work or service to the Association, whether or not the Association would have the power to indemnify the individual against such liability under the provisions of these bylaws.