BylawsSystems Contractors Association of New Hampshire

SCANH Constitution & Bylaws

I. Name

The name of the Association shall be the New Hampshire Alarm Association.

II. OBJECTIVES

The objectives of the association are:

To promote mutual interests of the Fire and Security and Electronic Systems.
To foster cordial relations among members.
To promote wider and more extensive use of fire, security and electronic systems.
To serve as a medium for exchange and dissemination to members and the public, of information applicable to the field of fire, security and electronic systems.
To cooperate with others on matters affecting the business and common interests of the members of the Association.

III. MEMBERSHIP

A. There shall be three classes of membership.

1. Regular Membership

Shall consist of any person, partnership or corporation whose major activity is the fire and security business. Each such business or organization shall be limited to one active voting member but may have additional active non-voting members.

2. Associate Membership

Shall consist of any person, business or corporation, which is engaged in the business of manufacturing, distributing, supplying, dealing or selling products or services relating and necessary to the regular members of the association.

3. Honorary Membership

A. Shall be granted to persons as may be recommended by the executive committee and approved by a majority vote of the Association.

B. Honorary memberships shall not have the right to vote or hold office but shall be granted all other rights and privileges. Associate memberships may vote for and hold office as the Associate Member Director only. They will enjoy all other rights and privileges.

IV. OFFICERS

1. There shall be an Executive Committee consisting of the officers of the Association. (Formally B.)

2. The Officers of the Association shall consist of a President, vice-president, Secretary, Treasurer and five directors and one associate director. (Formally A.)

3. The past President shall serve as a director for one year following the completion of his or her term.

4. The Executive Committee shall, subject to instructions given by resolutions passed at a regular or special meeting, have charge of the funds of the Association.

5. The officers shall be elected every two years at the annual meeting and shall serve for a term of two years or until their successors are qualified and elected. The Present, Vice-president, Secretary and Treasurer shall be elected in odd numbered years and the directors in even numbered years. The Association Member Director shall be elected from and by the Association Members.

6. In the event of a vacancy occurring in the office of President, the Vice-president shall become President. The office of vice -president shall then be declared vacant. This vacancy and any other vacancies in any elected office other than that of President shall be filled by the appointment of a voting member of the Association by the Executive Committee at the first regular or executive meeting after the vacancy is created
Only Active Regular voting members shall be eligible to hold office with the exception of the Associate member director.

7. In the event that an elected officer or Director fails to perform his duties as outlined in these by-laws, the office may be declared vacant by a unanimous vote of the remaining members of the executive committee.

9. Each member of the Executive Committee shall be allowed one vote including the Associate Member Director.

10. Method of Election (formally III.C.)
A. Upon receipt of the application form accompanied by a check to cover one year’s dues and initiation fee, a notice may be sent to each Active Voting member.

B. Accumulated data on the applicant shall be sought and reviewed by the membership committee.

C. Approval by the Membership Committee is necessary for acceptance as an active member.

D. Active Memberships are vested in the companies or corporations and are not transferable with an individual.

V. DUTIES OF THE OFFICERS

A. President

1. It shall be the duty of the President to preside at all meetings of the Association and its Executive Committee, appoint all committees not otherwise provide for, and perform such duties as may be incidental to this office.

2. The President shall be guided at all times by the Constitution and By-laws of the Association and by Roberts Rules of Order.

3. The President shall have the authority to declare any regular meeting or convention a “closed meeting” which would exclude all but active regular members.

B. Vice-President

1. Perform the duties of President in his absence.

2. Promote the objectives of the Association.

3. Recruit eligible members into the Association.

C. Secretary

1. Call the roll of active regular members at the annual meeting. Preparation of accurate minutes of the proceedings of the annual meeting, regular meeting and executive Committee meetings.

D. Treasurer

1. The duties of the Treasurer shall consist of depositing the Association funds and signing checks.

2. Each check signed by the treasurer must be properly documented by a vendor’s invoice with necessary supporting papers or in the case of payees other than vendors, by proper supporting vouchers and documents. He shall only sign checks for expenditures that are covered by the current approved Association budget. Other expenditures must be submitted to the President for approval and presented in detail to the Executive Committee for their information at their next meeting.

3. At the end of each month the Treasurer is to issue a financial statement to the President, showing the balance on hand at the start of the month, receipts and disbursements, thereby indicating the balance on hand at the end of the month.

4. The Treasurer shall be required to report regularly as to the financial condition of the Association to the Executive Committee and at least annually to the membership.

E. Directors

1. Assist the President, Vice-president, Secretary and Treasurer as required for the efficient and effective performance of their duties.

2. Act as an Auditing Committee to audit the records of the Treasurer upon request of the majority of the executive committee.

3. Act as a steering committee to recommend courses of action to insure continuation of a good working Association.

VI. MEETING AND VOTING

A. Special meetings may be called by a majority vote of the Executive Committee. A fourteen-day notice shall be required.

B. A majority of the Active Regular membership present at a specially called meeting shall constitute a quorum and all action taken shall be subject to majority vote of those in attendance.

C. A special meeting may be called by a request of a majority of the Active Regular members.

D. There shall be at least four (4) regular meetings each calendar year. The executive committee will select the geographic location.

VII. COMMITTEES

A. The President is empowered to establish and appoint such committees, as he deems necessary for the proper fulfillment of the purposes of the Association. They may include but are not limited to the following

1. Legislative Action

2. Working Technical

3. Membership

4. Grievance

5. Budget

6. Convention

VIII. MAIL VOTE

A. Whenever a question arises which requires a Membership vote and, in the opinion of the Executive Committee, it is inexpedient to call a special meeting of the members for the specific purpose, the Executive Committee is hereby invested with the authority to submit the issue by mail or electronic data transmission ballot to the Active Regular voting membership for decision, questions and issues presented in this manner shall require a favorable vote of two thirds or more of those casting votes and shall have the same force and effects as if the issue had been voted at a meeting of the Association. However, By-laws may only be amended as prescribe in Article XIII.

B. Members may not vote by proxy at regularly called meetings but may vote by proxy at any specially called meeting, provided such proxy in writing is delivered to the Secretary prior to the beginning of the specially called meeting.

IX. DUES

A. Initiation fees and annual dues for all classes of memberships shall be determined from time to time by a majority vote of the Executive Committee subject to the approval of the majority of active members present at a special or regular meeting of the Association.

B. Honorary Members shall not pay either initiation fees or dues.

X. RESTRICTIONS

A. Neither Association nor any of its officers or Committees shall incur any obligation or announce any policy in the name of the Association unless the action, obligation or policy shall have been approved by a majority vote of the executive committee.

B. The Association membership thereof shall not be used for the promotion of individual interests. No member shall use his office or title in the Association on his personal business stationery. Members may designate their membership by using the name of the Association on the letterheads, advertising or business cards.

C. At meeting of the Association, discussions and consideration shall be limited to such questions as are mutual to the majority of the representatives present.

D. All meetings shall be conducted in accordance with Robert’s Rules of Order.

XI. SUSPENSION AND EXPULSION OF MEMBERS

A. Any member who shall fail to pay dues or indebtedness to the Association within three months after statement of such obligation has been mailed to the member by the Treasurer or his or her designee, may be suspended during the continuance of the delinquency by action of the Executive Committee.

B. At the expiration of a three month period of suspension the Executive Committee may recommend to the Association at any regularly scheduled meeting that the member be expelled from the Association, which expulsion shall become effective when confirmed by a majority of the votes of the members present.

C. In a similar manner, the Executive Committee may recommend for expulsion any member it may decide has been guilty of making false reports to the Association, or to have violated any agreement lawfully and formally entered into with the Association or who fails to continue to fulfill all the standards and requirements for membership, or who has been convicted of a felony.

D. A member may not vote if his dues and/or assessments are not paid up prior to the meeting.

XII. QUORUMS

A. Members in good standing and entitled to vote, present at any properly called meeting of the general membership, shall constitute a quorum. Except as otherwise be provided in these Bylaws, all actions taken shall be by majority vote of those present and voting.

B. A Quorum of the Executive Committee shall consist of five (5) members.

XIII. AMENDMENTS

A. The By-laws may be amended in the following manner:

1. A written notice setting forth the proposed amendment verbatim shall be sent to each active member at least two weeks before the meeting of the Association at which time the amendment will be voted upon. Before the amendment is adopted, it shall receive a favorable vote of two thirds or more of the votes cast at the meeting.

XIV. RESIGNATION

A. Members in good standing may resign at any time, upon filing a written statement to this effect with the Secretary, provided all obligations as to dues for the current year have been met.

XV. GRIEVANCE PROCEDURE

The Grievance Committee shall consist of three (3) members appointed by the President, one (1) of whom shall be a Vice President. All grievances must be sent to the three (3) members of the grievance Committee at least thirty (30) days prior to the regularly called meeting of the Board of Directors. The procedure is as follows:

A. The Complainant shall submit the grievance in writing setting forth:

1. Complainant’s name. Address of same.

2. Trade name and personal name of accused party. Address of same.

3. Nature of complaint. Attach supporting data, places, pictures, advertising clips and/or other applicable items.

B. Preliminary investigation will be made by a Vice President designated by the President.

C. If grievance is substantiated, a mutually agreeable time shall be set for a meeting of the accused and accusers. Hearing shall be presided over by a Vice President and the two (2) members of the Grievance Committee.

D. The Chairman of the Grievance Committee is to make a report of the Committee’s findings to the Board of Directors in writing. If not resolved, complainant and defendant must be notified to appear before the Board of Directors. Matters not resolved by the Board of Directors shall be presented at the annual meeting of the Association, provided a minimum of thirty (30) days notice has been given to all parties concerned.

E. Involved parties shall be notified within two (2) weeks from hearing of Executive Committee’s decision.

F. In the event the Board of Directors shall find a member responsible or guilty of the accusation, the Board of Directors may upon majority vote, impose one of the following sanctions:

1. Warning

2. Remanded to Probationary member status

3. Expulsion

XVI. LEGAL COUNCIL

Such Legal Council as may be considered necessary shall be selected by the Executive Committee, which shall also designate contract terms, specific matter or matters to be handled by Council, and whenever possible, fees and/or retainers.

XVII. INDEMNIFICATION

The Association shall indemnify any and all of its Directors, Officers and Employees and those former Directors, Officers or persons who may have served at its request as an officer, director or member of another entity from any suit or proceeding arising by reason of the fact that he or she was or is a director, officer employee or agent of the Association against expense (including attorneys fees) judgments, fines and amounts paid in settlement actually and reasonable incurred in connection with such actions, if said person acted in good faith, in a manner he or she believed to be in the best interest of the Association and had no reason to believe his or her conduct was unlawful. Provided, however, no indemnification shall be made in respect to any suit or proceedings as to which such director, officer or employee shall be judged to have committed an act including wanton or willful misconduct in the performance of his or her duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified shall be entitled, under any agreement, vote of members of the Association or otherwise.

XVIII. DISSOLUTION

In the event of dissolution of the Association and after payment of all debts and other obligations, the assets of this Association shall be dedicated to the Norman R. Spencer Scholarship Fund for fire and security education and training.

Revisions dated February 5, 2003