SOUTHSIDE BUILDERS ASSOCIATION
Revised as of 10/16/08
Name and Location
Section 1.1 – Name. The name of this Association is the SOUTHSIDE BUILDERS ASSOCIATION , (“SBA”) which is a not-for-profit corporation formed under the General Not-For-Profit Corporation Act of the State of Illinois (the “Act”).
Section 1.2. – Office. The principal office of SBA shall be located within the Southside of Chicago or as the Board of Directors may from time to time designate.
Organization and Territorial Jurisdiction
Section 2.1... – Territorial Jurisdiction. SBA operates within the SOUTHSIDE of Chicago in Illinois
Section 2.2. – Members. Individuals and groups of home builders doing business within the territorial jurisdiction of these bylaws may become members of the SBA upon such terms and conditions as may be prescribed by these bylaws and by the Board of Directors of the SBA.
Section 2.3. – Subsidiary Organizations. SBA has the right and authority to establish such subordinate profit and not-for-profit corporations, by itself or jointly with other individuals or organizations; provided that such activities shall in no way conflict with the intent and provision of these bylaws.
The objectives of the SBA are:
1. To unite and associate home builder organizations and home builders within the territorial jurisdiction of SBA for the purpose of mutual advantage and cooperation;
2. To cooperate with other branches of the homebuilding industry.
3. To maintain high professional standards and sound business methods among the Members of SBA, through the enforcement of SBA’S Code of Ethics, a copy of which is attached hereto as Exhibit A and made a part hereof;
4. To secure cooperative action in advancing the common purpose of its members and the proper consideration of the opinions of all its members upon questions affecting the homebuilding industry.
Section 4.1. – Groups of Membership. Membership of the SBA shall consist of two (2) groups: (a) Builder members and (b) Non-Builder members
Section 4.2. – Builder Members. Builder Membership shall be open to any sole proprietorship, partnership, limited liability corporation or other legal entity whose business is the construction, renovation, ownership or management of housing or land development within the territorial jurisdiction of the SBA, which shall agree to abide by the provisions of these bylaws and the Code of Ethics of the SBA (and all amendments tereto), and who shall receive the approval of the Board of Directors. Founding members have the same rights and responsibilities as Builder members. (Attached is a list of Founding Members approved by the Board of the SBA)
Section 4.3. – Non-Builder Members. Non-Builder members shall be open to any sole proprietorship, partnership, limited liability corporation or other legal entity engaged in any trade, industry or profession allied with the housing industry within the territorial jurisdiction of SBA which shall agree to abide by the provisions of these bylaws and the Code of Ethics of SBA (and all amendments thereto), and who shall receive the approval of the Board of Directors.
Section 4.4. - Representation. Each Builder Member and Non-Builder Member shall designate one individual affiliated with the Member such as owner, partner, director, officer or employee to receive mailings, participate in SBA and shall be listed on the membership roster of SBA as the Primary Member for each class membership.
Section 4.5. – Dues. The Board of Directors shall determine from time to time and notify the members the amount of the annual dues payable to the SBA by the members of each group. Dues shall be payable annually to SBA prior to the anniversary date of the member’s membership.
Section 4.6. – Transfer of Membership. Membership in SBA is not transferable or assignable, except as otherwise allowed by the Board of Directors.
Section 5.1. – Applications for Builder, Non-Builder Memberships. Applications for Builder, Non-Builder Membership in SBA shall be made to the Board of Directors and shall be processed in the following manner:
1. The candidate for membership shall submit an application in writing on a form supplied by SBA, which form shall contain an agreement to abide by the Code of Ethics and the bylaws of the SBA.
2. The application shall be accompanied by the payment of an amount sufficient to cover the current year’s dues. All payments so made shall be returned in full if membership is not approved.
3. Each application for Membership shall be endorsed by at least one (1) Builder Member in good standing.
4. The Board of Directors shall investigate all applications for Builder and Non-Builder membership, and they shall have the exclusive right to accept or reject any applicant at their sole discretion. Notwithstanding the above, no applicant shall be rejected due to race, religion, or any protected class.
Section 5.2. – Suspension, Termination and Reinstatement of Builder or Non-Builder Memberships. Suspension, termination and Reinstatement of Builder, Non-Builder Memberships in SBA shall be accomplished in the following manner:
1. Dues, assessments and other charges unpaid for a period of 3 months after they are due and payable shall render a member not in good standing. Any delinquent member shall be sent a letter providing at least thirty (30) days notice in writing before its membership is suspended. Such suspended Member may be deprived of all rights of membership and its membership may be terminated by a vote of the Board of Directors. Legal measures may also be taken for the collection of its dues if so directed by the Board of Directors.
2. Any Individual Builder or Non-Builder member of this Association may be suspended or expelled from membership in SBA by the Board of Directors after such action is recommended by the Board of Directors for any acts violative of the ethical standards imposed on said member by any reason of its membership in the SBA and embodied in SBA’s Code of Ethics. The Board of Directors shall establish a procedure for investigating such violations and recommending sanctions.
3. The affirmative vote of two-thirds (2/3) of the Board of Directors present at a meeting at which a quorum is present shall be required to expel, suspend or reinstate a Builder or Non Builder Member and to institute legal action for the collection of unpaid dues.
4. Any individual Builder or Non-Builder Member that is expelled pursuant to the provision of the Article shall not be eligible for reinstatement for a period of not less than one (1) year form the date of expulsion.
Meeting of Members
Section 6.1. – Regular Meetings. Regular meetings of the members of the SBA shall be held on such dates as are selected by the Board of Directors.
Section 6.2. – Special Meetings. Special meetings of the members of the SBA may be called by the President or the Board of Directors, or upon the written request of a majority of the Members. Such written request shall specify a date for such meeting which is not less than ten (10) business days and no more than twenty (20) days following the date of such request.
Section 6.3. – Notice of Meetings. Written notice of each regular and special meeting of the members of SBA, stating the place, date and hour of the meeting, and if a special meeting or if required by these bylaws the purpose or purposes of the meeting shall be given to each member not less than seven (7) business days prior. Notwithstanding the foregoing, if one of the purposes of the meeting is the consideration of a merger, consolidation or dissolution of SBA, the sale, lease or exchange of substantially all of the assets of SBA or the removal of one or more directors of SBA, then the notice of said meeting shall be given not less than twenty (20) days before the meeting. Notice may be given by mail, electronic mail, telegram, facsimile machine or personal delivery. In the event of a cancellation or change in the date of a meeting of members, written or oral notice of the cancellation or change shall be given to all members.
Section 6.4. – Record Date. The record date for determining those members of SBA that are entitled to receive notice of and to vote at a meeting of members shall be the date the notice of such meeting of members is given.
Section 6.5. – Place of Meeting. Meetings of the members of SBA may be held at any location and shall be stated in the notice of the meeting.
Section 6.6. – Quorum and Required Vote. Unless otherwise provided by law, the presence; in person or by proxy of members holding majority of the votes entitled to be cast on a member, shall constitute a quorum for consideration of act of the members. If a quorum is present, the affirmative vote of a majority of the votes present and voted wither in person or by proxy, shall be the act of the members, unless the vote of a greater number is required by law or by these by laws.
Section 6.7 – Proxies. Representatives of the Members entitled to vote may vote at any meeting of members by written proxy, executed by the Representative and delivers to the secretary of the meeting prior to the vote. All votes cast by proxy shall be cast in person by the individual to whom the proxy is given. No proxy shall be valid after eleven (11) months form the date of its execution, unless otherwise provided in the proxy. The form of each proxy solicited by SBA shall be prescribed by the Board of Directors and shall be distributed to the Builder Members at the time notice of the meeting given.
Section 6.8 – Election of Directors and Officers. At an annual Special Meeting of the Association (which can be held concurrently with any Regular Meeting), a Nominating Committee can submit a written report containing the names of its nominees for the offices of President, Vice President, Secretary and Treasurer of the SBA and of the Board of Directors recommended for election (for whichever Officer and Director positions are expiring at the end of the current year). After the report of the Nominating Committee is submitted and read to the membership, nominations may be made from the floor. A nominee receiving the highest vote of the Builder and Founder members present at the meeting shall be elected to the respective offices and vacancies. Should there be more than two nominees for a position, there shall be a run-off if no one nominee receives a majority of the votes present. Those elected at the Annual Meeting shall take office beginning January of the year following their election.
Board of Directors
Section 7.1.-Number and Powers. The affairs of the SBA shall be managed by or under the direction of its Board of Directors. That Board shall be the primary governing body of the Association and shall be the final decision-making group governing on behalf of all members. There shall be five (5) Directors, all of whom shall be either Builder Members or Founding Members.
Section 7.2. - Board of Directors Annual Method of Election. Each Director shall be elected to hold office for a term of two (2) years and until his or her successor shall have been elected and duly qualified. No Director, other than those duly elected by the Board of Directors to serve in the capacity of President, Vice-President, Secretary or Treasurer may serve more than three (3) consecutive two (2) year terms without an interruption of service of no less than one year.
Section 7.3– Resignation
1. A director may resign at any time by written notice delivered to the Board of Directors or to the President or Secretary of SBA. A Director’s resignation shall be effective when the notice is received by the SBA unless the notice specifies a future date.
2. A Board Member who ceases to be employed by a builder in good standing of SBA or otherwise becomes disqualified from holding office shall be deemed to have resigned from the Board of Directors.
3. No Director may be removed at a meeting of members or Directors, as the case may be, unless written notice of the meeting, stating that one of the purposes of the meeting is the removal of one or more Directors named in the notice, is given to all persons entitled to vote in the removal at least twenty (20) days prior to such meeting.
Section 7.4 – Removal. A Director may be removed from office, with or without cause, in the following manner
1. Any Director may be removed only by the Builder Members by the affirmative vote of two-thirds (2/3) of the votes present and voting, at a meeting of members at which a quorum is present.
2. No Director may be removed at a meeting of members or Directors, as the case may be, unless written notice of the meeting, stating that one of the purposes of the meeting is the removal of one or more Directors(s) named in the notice, is given to all persons entitled to vote on the removal at least twenty (20) days prior to such meeting.
Section 7.5 – Vacancies. Any vacancy occurring in the Board of Directors for any reason shall be filled by the Members. A Director elected to fill a vacancy shall meet the qualifications for that directorship as provided in these bylaws and shall serve for the un-expired terms of his/her predecessor in office.
Section 7.6 – Absences from Board Meetings. Any member of the Board of Directors, who shall be absent from three (3) consecutive meetings of the Board shall be deemed to have resigned and the vacancy thus created shall be filled, in accordance with the procedures stated in this Article. Any such director, whether removed from or allowed to remain in office, automatically shall be ineligible, upon expiration of his term of office, to be nominated or elected as a director for one (1) year following the expiration of the term for which he was elected.
Meeting of Directors
Section 8.1. – Regular Meetings. Regular meetings of the Board of Directors of the SBA shall be held quarterly or as such other times as the Board of Directors may determine. Board meetings shall be open only to Directors of the SBA unless otherwise decided by at least three (3) Directors.
Section 8.2. – Special Meetings. Special meetings of the Board of Directors of the SBA may be called by the President or upon written request of at least three (3) Directors.
Section 8.3. – Notice of Meetings. Notice of each regular and special meeting of the Board of Directors of SBA, stating the place, date and hour of the meeting, and if required by these bylaws the purpose or purposes of the meeting, shall be given to each director and to each other person named in Section 7.1 of these bylaws, not less than ten (10) business days before the date of the meeting; provided, however, that if one of the purposes of the meeting is the consideration of the removal of one or more directors then the notice of said meeting shall state the purpose of the meeting and shall be given not less than twenty(20) days before the meeting. Notice will be written and may be given by mail, electronic mail, facsimile machine or personal delivery. In the event of a cancellation or change in the date of a meeting of the Board, written notice of the cancellation or change shall be given to all Directors and other persons who received the original notice.
Section 8.4 – Place of the Meeting. Meetings of the Board of Directors of SBA may be held at any place as shall be stated in the notice of the meeting.
Section 8.5. – Quorum and Required Vote. Unless otherwise provided by law, the presence; in person of 3/5 of the elected and appointed Directors with the voting rights then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting shall be the act of the Board, unless the vote of a greater number is required by law or these bylaws.
Section 8.6 – Proxies. No Director may act as proxy on any matter submitted to a vote of Directors.
Sections 8.7. – Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or other action which may be taken at a meeting of the Board of Directors or Committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be.
Section 9.1. – Officers; Qualifications, and Tenure. The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. All of the officers shall be Builder Members or Founding Members. The President must be a Board Member. The Vice-President, Secretary and Treasurer may or may not be Board Members. Each officer should serve for a term of one (1) year beginning January 1 and ending December 31 of the year following their election and may serve multiple - no term limits - year terms. Each officer shall serve until the expiration of his/her term of office, and until his/her successor is elected and has qualified or until his/her death, resignation or removal.
Section 9.2. – President. The President shall be the presiding officer of SBA and subject to the direction and control of the Board of Directors, shall oversee the affairs of SBA. Thus the President shall preside at all meetings of members, Board of Directors. The President shall be the official spokesperson of SBA in matters of public policy; provided that all statements of public policy made by the President shall reflect substantially the established view of the Board of Directors. The President shall be an ex officio member of all committees. The President shall perform all other duties as may be assigned by the Board of Directors.
Section 9.3 – Vice-President. The Vice President is to assist the President in the furtherance of the President's duties. In the event of the absence of the President, the Vice President shall assume the duties of the President and perform such assignments and duties only as may be assigned to the Vice-President by the President or the Board of Directors.
Section 9.4. – Secretary - The Secretary shall (i) keep in a book provided for that purpose, a true and complete copy of the By-Laws of the SBA and an accurate record of proceedings of the SBA including minutes of the meetings or its members, Board of Directors and Committees of the Board; (ii) cause all notices to be given in accordance with the provisions of these By-Laws or as may be required by law; (iii) keep a register of the name and mailing address of each member and its Representatives; (iv) certify copied of these by-Laws, resolutions of the members, Board of Directors and Committees of the Board, and other documents of SBA as true and correct; (v) perform all other duties that are usual to the office of the Secretary or as may be assigned by the Board of Directors.
Section 9.5. - Treasurer. The Treasurer shall render the financial report to the Board of Directors at each meeting on a regular basis and further shall perform all duties that are usual to the office of the Treasurer and may be assigned by the President.
Section 9.6. – Immediate Past President. Unless otherwise terminated by the Board of Directors, the immediate Past President may attend the Board of Directors meetings and will be provided notice of meetings as in Section 8.4.
Section 9.7. Resignation. An officer may resign at any time by written notice delivered to the Board of Directors or to the President or Secretary of SBA. An officer’s resignation shall be effective when the notice is received by SBA unless the notice specifies a future date. An officer who ceases to be a director of SBA or otherwise become disqualified from holding office shall be deemed to have resigned.
Section 9.8. – Removal. An officer may be removed by a 2/3 vote of the Builder members of the SBA when it is determined that such removal would be in the best interests of the SBA. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election of on officer shall not create contract rights.
Section 9.9 – Vacancies. Any vacancy occurring in an office shall be filled by the Board of Directors. An officer elected to fill a vacancy shall meet qualifications for that office as provided in these bylaws and shall serve for the unexpired terms of his/her predecessor.
Committees of the Board
Section 10.1. – In General. A majority of the Directors entitled to vote may, by amendment to these bylaws or by resolution, create any number of committees of the Board and appoint directors and other individuals to serve thereon. In making appointments to and filling vacancies on committees of the Board, the Board may consider recommendations made by the President of SBA, the incumbent committee members and other individuals. All committee members shall serve for a term determined by the Board. Unless a greater number is specified herein or in the resolution of the Board creating the committee, a majority of the total number of members of the committee shall constitute a quorum and the affirmative vote of a majority of committee members present and voting at a meeting at which a quorum is present shall be necessary for committee action. Unless otherwise specified herein or in a resolution of the Board the committee may (i) designate from among its members a Chair and a Vice Chair, (ii) determine the time and place of its meetings and the notice required therefore and (iii) adopt rules for governing its activities.
Section 10.2. – Powers. The Committees of the Association shall have such powers as specified in these bylaws or in the resolution of the Board of Directors creating each committee, provided that no committee shall exercise the authority of the Board of Directors.
Section 11.1. – Fiscal Year. The Fiscal year of SBA shall be the calendar year.
Section 11.2. – Annual Budget. Not later than the third Tuesday of November, the SBA Treasurer, in cooperation with the SBA Executive Committee, shall prepare and present to the SBA Board of Directors a proposed budget and annual business plan for the ensuing fiscal year. The Treasurer will review the budget prior to submission to the Board of Directors. The Board of Directors shall adopt the budget at their November meeting.
Section 11.3. Deposits; Checks. Dues and other funds of SBA shall be deposited in one or more banks or other depositories selected by the Treasurer or by the Board of Directors. All checks, drafts and other orders for the payment of the funds of SBA shall be made on the signature of any one Officer such as the President, Treasurer, Secretary or such other officers of SBA designated by the Board of Directors. Checks over $500 require two signatures.
Section 11.4. – Audit of Books. An independent certified public accountant selected by the Board of Directors may conduct either a compilation, review or an audit of the financial records of SBA each year as determined by the Board of Directors. A report on the results of such compilation, review or audit, as the case may be shall be delivered to the Board as soon as possible after the close of the SBA’S fiscal year.
Section 12.1. – Settlements and Judgments. The Association shall indemnify any officer or director who was 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, against expenses (including attorneys’ fees and cost), judgments, fines and amounts paid in settlement actually and reasonably incurred by the individual in connection with such action, suit or proceeding, if
1. He or She acted in good faith;
2. He or she acted in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Association; and
3. 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 his or her conduct was unlawful.
However, no indemnification shall be made in respect of any claim, issue or mater as to which such a 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 indemnity for such expenses as the court shall deem proper.
Section 12.2. – Successful Defense. 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 refereed to in paragraph 16.1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys; fees and costs) actually and reasonably incurred by the individual in connection therewith.
Section 12.3. – Specific Cases. Any indemnification under paragraph 16.1 (unless ordered by the court) shall be made by the Association only as authorized in the 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 paragraph 16.1. 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.
Section 12.4. – Advance Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of an agreement by or on behalf of the director, officer, employee or agent to repay such amount, unless it ultimately shall be determined that he or she is entitled to be indemnified by the Association as authorized in these bylaws.
Section 12.5. – Indemnification Not Exclusive. 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 provisions of these bylaws, agreement, vote of 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 director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 12.6. – Insurance. The association may maintain insurance on behalf of any person who is or was 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, against any liability asserted against the individual and incurred by the individual in any such capacity or arising out of his or her status of such, whether or not eh Association would have the power to indemnify the individual against such liability under the provisions of these bylaws.
Section 13.1. – Notices. Whenever written notice is required or permitted to be given under the provisions of these bylaws or any applicable law, it shall be deemed to have been given: if given by mail, when deposited in the United States mail, with postage thereon prepaid, addressed to the person entitled to receive the notice at such person’s address as it appears on the books of SBA, by facsimile or by electronic mail then actually transmitted by wither.
Section 13.2. – Waiver of Notice. Whenever any notice is required to be given under the provisions of these bylaws or any applicable laws, a written waiver thereof, signed by the person or persons entitled to receive the notice either before or after the time stated therein, shall be deemed equivalent to giving such a notice. Attendance of a person at a meeting in person shall constitute a waiver of notice of such meeting, unless the person attends the meeting solely for the purpose of objecting to the holding of the meeting because proper notice was not given.
Rules of Procedure
The rules contained in Robert’s Rules of Order Newly Revised shall govern the conduct of all meetings of the members, directors, committees and councils of SBA, except where such rules are inconsistent with these bylaws or with any special rules of order SBA may adopt.
These bylaws may be amended, altered or repealed and new bylaws adopted at any meeting of the Board of Directors by the affirmative vote of two-thirds (2/3) of the Directors eligible to vote, provided that a copy of the proposed amendment shall have been given to each director not less than ten (10) business days prior to the meeting at which the vote on the amendment is to be taken. Any change to these bylaws shall take effect immediately following the vote approving the change, unless a future date is specified.
Code of Ethics
MEMBERS OF THE SOUTHSIDE BUILDERS ASSOCIATION AND THEIR COMPANIES BELIEVE AND AFFIRM THAT:
1. The paramount responsibility of each member is to their customers, fellow members, the
general public and the communities in which they work; proceeding with straightforwardness, honesty, integrity and fairness; providing housing of functional design and sound craftsmanship
and incorporating high standards of health, safety and sanitation so that each home is an asset to its owner and to the community in which it is located.
2. Each Member shall act professionally, making good faith efforts to meet contractual, moral
and ethical obligations and commitments regarding their business activities.
3. Each Member has the responsibility to keep informed regarding all laws, regulations, public policies, production and manufacturing processes and any other essential information which affects their business interests and those of the housing industry.
4. In the best interest of their associates and of their own business, members shall be loyal to
the Association and shall refrain from engaging in activities which are counter-productive to the work of the Association and the interests of the housing industry.
5. No Member shall attempt to injure with malicious intent, either directly or indirectly, the
professional reputation, customer prospects, business or employment of another member of
the Association; nor shall they indiscriminately criticize another member’s work in public.
6. No Member shall seek an unfair advantage of fellow members.
7. Members shall willingly share lessons of non-proprietary study and experience.
8. Each Member shall conduct their business in and ethical way so as to avoid controversies between members; and, should any such controversy arise, they are first encouraged to resolve such controversy.
9. A Member believing another Member is engaging in misconduct or illegal activity or has violated the letter of spirit if this Code is encouraged to present the information to the Board of Directors.
10. Members assume these responsibilities freely and solemnly and are mindful that they are part of the obligations of the members of the SBA.
Founding Members (still active)
Benjamin Van Horne