2024 Ballot & By-Laws – Topeka Area Building Association

TOPEKA HOME BUILDERS ASSOCIATION

CONSTITUTION

ARTICLE I

Sec. 1. The official name of this Association shall be the Home Builders Association of Topeka, Inc. and shall be known as the Topeka Area Building Association.

Sec. 2. The principal office of this Association shall be located at such places within the City of Topeka, Kansas, as the Board of Directors may from time to time designate. ARTICLE II (TERRITORIAL JURISDICTION)

Sec. 1. This Association shall operate for the benefit of Home Builders, Remodelers, and associated companies engaged in allied industries in the counties of Shawnee, Jefferson, Jackson, Lyon, Osage and Wabaunsee, Kansas. ARTICLE III (OBJECTIVES)

Sec. 1. This Association shall operate as an affiliated Association of the National Association of Home Builders of the United States, and the Kansas Building Industry Association.

Sec. 2. The objectives of this Association shall be:

(a) To associate the members within the above described jurisdiction for the purpose of mutual advantage and cooperation.

(b) To cooperate with all branches of the building industry, including manufacturers, dealers, insurers, and financial institutions within said jurisdiction for the purpose of mutual advantage for the benefit of the industry as a whole.

(d) To secure cooperative action in advancing the common purposes of its members; and proper consideration of opinion upon questions affecting the building and remodeling industry within the jurisdiction of this Association.

(e) To assist in the accomplishment of the mutual objectives of the National Association of Home Builders of the United States, and the Kansas Building Industry Association.

(f) To assist the Officers, Board of Directors and Membership Council of the National Association of Home Builders of the United States and the Kansas Building Industry Association in qualifying members operating within the above described territorial jurisdiction.

(g) To participate for the purpose of mutual benefit in an interchange of information and experience with other local affiliated associations of the National Association of Home Builders of the United States and the Kansas Building Industry Association.

(h) To operate without profit or income incurring to the benefit of any individual member, or to any members as a group.

ARTICLE IV

(CODE OF ETHICS FOR MEMBERS)

The members of this Association shall be limited to those persons and firms who shall subscribe to the following Code of Ethics.

Sec. 1. This Association believes:

(a) Home ownership can and should be within the reach of every American family.

(b) Homes should be well designed, well-constructed and well-located in attractive communities with educational, recreational, religious and shopping facilities accessible to all.

Sec. 2. To achieve these goals, we believe in the following principles:

(a) Our paramount responsibility is to our customers, our community and our country.

(b) Honesty is our guiding business policy.

(d) Members should deal fairly with their respective employees, subcontractors and suppliers.

(e) As members of a progressive industry, we encourage research to develop new materials, new building techniques, new building equipment and improved methods of home financing – to the end so that every home purchaser may get the greatest value possible for each dollar.

(f) All sound legislative proposals affecting our industry and people we serve shall have our informed and vigorous support. Likewise, we shall vigorously oppose legislative proposals that threaten our customers and our industry.

(g) We hold inviolate the free enterprise system and the American way of life. We pledge our support to our associates, our local, state and national associations and all related industry concerned with the preservation of legitimate rights and freedoms.

(h) We assume these responsibilities freely and solemnly, mindful that they are part of our obligation as members of the Home Builders Association of Topeka, Inc.

ARTICLE V

(AMENDMENTS)

Sec. 1. This constitution may be adopted or amended by a vote of two-thirds (2/3) of the Board of Directors, only after a 30-day comment period open to all Association members in good standing. Provided that a copy of the proposed amendments shall have been mailed or electronically transmitted to each member of the Association not less than thirty (30) days prior to the meeting at which action is to be taken thereon.

TOPEKA AREA BUILDING ASSOCIATION

BYLAWS

ARTICLE I (MEMBERSHIP)

Sec. 1. Membership in this Association shall be of three classes:

(a) Builder/Remodeler Membership

(b) Associate Membership

Sec. 2. Qualification for membership in this Association shall be as follows:

(a) Builder/Remodeler Membership shall be open to any person, firm or corporation whose primary business is of building or remodeling homes, apartments or other residential or commercial structures normally related and appurtenant to the community within the territorial jurisdiction of this Association, and who shall agree to abide by the provisions of the Constitution and By-Laws (and any amendments thereof), who shall subscribe to the foregoing Code of Ethics and who shall meet with the approval of the Board of Directors.

(b) Associate Membership shall be open to any person, firm or corporation engaged in any allied trade, industry or profession within the territorial jurisdiction of this Association who shall meet with the approval of the Board of Directors.

(c) Affiliate Membership shall be open to any person employed by a member person, firm or corporation that is a member of the association.

Sec. 3. Suspension, Termination and Reinstatement and Transfer of Membership in this Association shall be accomplished in the following manner:

(a) Any member whose dues are not paid in full within three (3) months after they come due and payable, shall have membership terminated.

(b) Any member may be censured, suspended or expelled from the Association if in the opinion of the Board of Directors, as evidenced by a vote of two-thirds (2/3) of the entire Board of Directors at any meeting that may vote upon the matter, it shall be considered desirable and for the best interests of the Association or its members that the said member be censured, suspended or expelled.

(c) A vote of two-thirds (2/3) of the entire Board of Directors shall be required to reinstate any member who has been expelled or suspended pursuant to the provisions of this Section.

(d) Any member so expelled shall not be eligible for reinstatement for a period of not less than one year from the date of expulsion.

Sec. 4. Meetings of the membership shall be held as follows:

(a) An annual meeting of the membership of this Association shall be held in November each year or at such other time as may be selected by the Board of Directors.

(b) Regular meetings of the membership of this Association shall be held at any such time as may be selected by the Board of Directors.

(c) Special meetings of the membership of this Association may be called at any time by the President, or the Board of Directors.

ARTICLE II

(FISCAL YEAR)

Sec. 1. The fiscal year of this Association shall be the calendar year January 1^st thru December 31st

ARTICLE III

(FEES AND DUES)

Sec. 1. Dues for members of this Association shall be determined by and subject to a majority vote of the Board of Directors at any meeting of the Board of Directors, in which there is a quorum present, and this payment shall cover the ensuing twelve-month period.

Sec. 2. Dues for membership of the National Association of Home Builders and the Kansas Building Industry Association, shall be paid by this Association from its Treasury at the rates fixed and under the terms stated in the By-Laws of these Associations (or amendments thereto currently in effect).

ARTICLE IV

(EMBLEMS)

Sec. 1 . This Association shall use on all its stationery and literature the official emblem of the Association, and may use the emblem of the National Association of Home Builders and the Kansas Building Industry Association.

Sec. 2 . Members in good standing are entitled to use the above emblems on their stationery and literature but members whose memberships are canceled for any reason, shall not use any of these emblems, and shall surrender any emblems of the Association which are in their possession, upon request. ARTICLE V

(OFFICERS)

Sec. 1. The Board of Directors shall consist of an Executive Committee for purposes of general governance and leadership of the Board of Directors. This Executive Committee shall consist of the following Officers:

Chairman of the Board
Chairman-elect/Vice Chair of the Board
Secretary/Treasurer
Associate Vice President
Builder/Remodeler Vice President
Association President
Immediate Past Chairman of the Board

Sec. 2. The following officers shall be elected from the membership of the Association, at its annual meeting, following the procedures outlined in ARTICLE X (ELECTIONS) and serve terms of one year, beginning January 1^st and ending on December 31st.

(a) The Chairman of the Board, a Builder/Remodeler or Associate member, shall preside at all Association General Membership meetings and those of the Board of Directors, and the Executive Committee.

(b) A Chairman-elect, a Builder/Remodeler or Associate Member, shall in the absence of the Chairman or upon his direction, perform all the duties of the Chairman; and shall serve on the Executive Committee.

(d) A Secretary/Treasurer shall be responsible to the Association for an accounting of all moneys collected and disbursed by the Association and shall render a monthly report to the Board of Directors and an annual report to the membership; and shall be responsible to ensure records are kept of all official proceedings of this Association and its Board of Directors, including reports and special committees. The Secretary/Treasurer shall serve on the Executive Committee and serve as Chairman of the Budget and Finance Committee.

(e) If any of the above officers are unable to serve, the Board of Directors shall select a replacement by a majority vote at any meeting consisting of a quorum.

ARTICLE VI (BOARD OF DIRECTORS)

Sec. 1. A Board of Directors, consisting of the elected Chairman of the Board, Chairman-elect, Secretary Treasurer, Associate Vice President, three (3) Builder/Remodeler Member Directors, three (3) Associate Member Directors, the immediate Past Chairman of the Board, National Director, Life Director, the Associate Council Chairman, The Remodelers Council Chairman, Young Professional Chairman, and the Women’s Council Chairman shall be the governing body of the Association. Only Association members in good standing are eligible for positions on the Association’s Board of Directors.

Sec. 2. These Directors, following their election as required by provisions in ARTICLE X of these BY-LAWS, shall assume their membership on the Board of Directors immediately following their inauguration to the offices which they were elected.

Sec. 3. Directors shall hold office for a two (2) year term, or until their successors are elected and qualified. The two (2) year terms shall alternate with 50% of the Directors terms expiring each year as to ensure continuity. These Directors shall cease being Directors when the new Directors are elected and qualified. The President shall serve as a Board Member concurrent with the term of the employment contract. A board member is limited to two terms and if Officer no more than 8 years. Board members who have reached the term limit will not be eligible for election to the board of directors again for a period of 2 years following the completion of their last term as a director.

Sec. 4. If any of these Directors should resign, or for any reason be unable to serve on the Board of Directors, the Chairman of the Board may appoint a member of like class to serve the unexpired term of the Director who is unable to serve, except in the case of the Chairman of the Board being unable to continue in office, and on the Board, in which case the Chairman-elect shall assume the office of Chairman of the Board and the Executive Council shall vote on a replacement for the Chairman-Elect from the remaining Executive Council members. The Board of Directors shall vote on a replacement to fill the vacated position on the Executive Council at the next meeting of the Board of Directors. These positions shall serve the balance of the term.

Sec. 5. The President of the Association shall be the Executive Officer.

Sec. 6. All members in good standing are entitled to attend all meetings of the Board of Directors. Only Directors and Officers are permitted to vote.

Sec. 7. Meetings of the Board of Directors shall be held as follows:

(a) An annual meeting of the Association shall be held at a regular meeting time during the month of November each year for the purpose of yearly budget review and comment by Directors, as well as an annual review of the Association Constitution and By-laws, and voting on any matters requiring a vote of the Association members.

(b) Regular meetings of the Board of Directors shall be held monthly at any such time as selected by the Board of Directors for purposes of regular business and interim budget reviews.

(c) Special meetings of the Board of Directors may be called by the Chairman of the Board, or upon formal request of five (5) of its members.

(d) Notice of the date, hour and place of all meetings must be given to the Directors and all Members.

Sec. 8. If the Board of Directors believes it to be beneficial to the organization and to the community, endorsement of a political candidate or issue may be granted by a vote of two-thirds (2/3) of the Directors present at any meeting that there is a quorum.

Sec.9. Attendance at the expense of the Association at national meetings as follows:

The Executive Board, Life Director, and National Director may attend Area 11 Conference.
Board Chairman and Chair-Elect shall attend the International Builder Show, Spring National Board Meetings, and Fall National Board Meetings.

ARTICLE VII

(DIRECTORS FOR STATE AND NATIONAL)

Sec. 1. The following Directors shall be elected from the Builder/Remodeler Members of the Association, at its annual meeting, following the procedures outlined in ARTICLE X (ELECTIONS).

(a) National Director(s) – A representative of one Builder/Remodeler Member for each fifty (50) Builder/Remodeler members or fractional part thereof, of this Association shall serve on the Board of Directors of the National Association of Home Builders, in accordance with the By-Laws of the National Association of Home Builders and any subsequent amendments.

(b) Alternate National Director(s) – One Builder/Remodeler Member(s) shall be elected as prescribed herein as Alternate National Director(s), to serve in the absence of the National Director(s).

Sec. 2. National Association of Home Builders Life Directors and Kansas Building Industry Association Directors.

(a) Life Director(s) – Will serve on the Board of Directors of the National Association of Home Builders in accordance with the By-Laws of the Association and any subsequent amendments thereof.

(b) The Chairman of the Board and President together shall appoint representatives and alternates as necessary to serve on the Board of Directors of the Kansas Building Industry Association in accordance with the Constitution and By-Laws of the Association.

(c) Alternate National Director(s) – One Builder/Remodeler Member(s) shall be appointed by the Chairman of the Board and President together as Alternate National Director(s), to serve in the absence of the National Director(s).

ARTICLE VIII

(ADMINISTRATIVE STAFF)

Sec. 1. The Association shall employ or retain the following administrative functions to perform the duties required to effectively manage the operations of the Association.

Executive Office (EO) who will also serve as the Chief Executive Officer (CEO). The Association President shall be employed by the Board of Directors on terms and such rate of compensation as it deems fair and proper, and as provided for in the annual budget approved by the Board of Directors annually in December.
Administrative staff member(s) deemed necessary to fully execute the responsibilities of the Association President as outlined in Article VIII sec. 2, with compensation provided for in an annual budget approved by the Board of Directors.
General Legal Council, which may be retained or paid ad hoc when necessary to protect the interests of the Association, its Association President, Staff, Board of Directors, or Councils as deemed necessary by the Board of Directors. Compensation shall be provided for in an annual budget approved by the Board of Directors.
Certified Public Accountant, which may be retained or paid ad hoc for services as needed. Compensation shall be provided for in an annual budget approved by the board of directors.

Sec. 2. Duties of the Executive Office/Chief Executive Officer shall generally consist of the following responsibilities. These shall be augmented with specific plans, goals and objectives as approved by the Executive Committee of the Board of Directors annually in December.

Perform duties usual to that office and necessary to achieve the goals and objectives as identified by the board, as well as any special duties as specified by the Board of Directors or its Executive Committee.
Supervision and performance review of any staff employed by the Association.
Along with the Chairman of the Board, appoint all committees and shall be ex-officio member on all committees and councils.
Translate the goals and objectives of the Associations Board of Directors into operational plans and programs.
Advise and assist the Association staff, Board of Directors, and Councils in the fulfillment of their duties.
Along with the Chairman of the Board of Directors, act as spokesperson on behalf of the Association, and represent and promote the membership and the activities of the Association to the building industry; the public; local, state, and federal governments; the media; and the National Association of Home Builders
Promote and maintain effective channels of communication with all Association members and staff.
Administer financial resources in accordance with annual budget approved by the Board of Directors
Foster and maintain effective relationships with affiliated trade Associations and organizations.
Assess the needs of the Association membership and develop plans to meet those needs effectively.
Keep abreast of trends and developments affecting the building industry; analyze their potential impact, communicate relevant information; and develop plans for dealing with them.
Recommend to the Executive Committee annual and long-range plans including plans for communication and implementation and a general organizational plan adequate to achieve the proposed plans.
Manage the Association property and revenue producing capabilities to the benefit of the Association.
Delegate the responsibility and authority to appropriate subordinates and/or volunteers from the Association as necessary to achieve assigned duties.
Solicit from the Association membership candidates to fill Board of Director positions as required.

ARTICLE IX

(VOTING, PROXIES AND QUORUMS)

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

At meetings of the Membership, only members in good standing shall have the right to vote. Firms, corporations or partnerships holding a membership shall be entitled to only one (1) vote to be cast by a duly designated representative.

Voting on issues via email or by teleconference: Any member of the Board of Directors may vote on specific issues via email, or by phone at a time other than the monthly Board of Directors meeting, as determined by the Chairman of the Board of Directors. Such email or phone votes must consist of a reply of the quorum of the Board of Directors and carry the weight of same vote as if in a regular monthly board meeting. These special votes will be reflected in the minutes of the prior monthly board meeting at the board meeting following the special email vote. Such votes can be called for by the Chairman of the Board of Directors or the Association President. Email or teleconference votes may not be cast in matters of elections.

Sec. 2. Votes may be cast by proxy in the following manner:

Proxy voting may not be done in matters of elections.
Any member entitled to vote, may, by an instrument in writing bearing a date not more than thirty (30) days in advance of the meeting, designate another member to vote for him/her in his/her place and stead at any meeting of the membership.
Any members of the Board of Directors, may, by an instrument in writing bearing a date not more than thirty (30) days in advance of the meeting, designate another Director to vote for him in his place and stead at any meeting of the Board of Directors.

Sec. 3. A quorum at any meeting shall be determined as follows:

(a) A quorum at the general membership meeting for election of Officers and Directors will be by those in attendance.

(b) A quorum of the Board of Directors shall consist of not less than one-half (1/2) of its members.

ARTICLE X

(ELECTIONS)

Sec. 1. The Chairman of the Board of this Association shall appoint, during the month of June of each year, a Nominating Committee, which shall consist of the Chairman of the Board as Chairman; the Chairman-elect, the Secretary Treasurer, the Association President, one additional Associate Member, and one additional Builder/Remodeler Member. This Committee shall:

(a) Consider the recommendation from the membership, as solicited by the Association President and Chairman of the Board, of the candidates for each office and directorship(s) to be filled.

(b) Prepare and present to the meeting of the Board of Directors in September of each year a slate of nominations, having previously obtained consent of the nominees to become candidates for the office.

(c) Notify the entire membership of this slate of nominations a minimum of 30 days prior to the general membership meeting when elections will be held each year.

(d) The slate of nominations shall be published on the official website a minimum of 30 days prior to the general membership meeting when elections will be held each year.

Sec. 2. Election shall be held during the Annual Meeting of the Membership at the regular meeting time in November of each year.

Acceptance of the report of the Nominating Committee by the membership at the November meeting shall constitute the election of the officers and directors so nominated.
In the event that more than two candidates are nominated for one office, the candidate with the most votes shall be deemed the winner.

ARTICLE XI

(COMMITTEES & COUNCILS)

Sec. 1. There shall be the following standing committees:

The Executive Committee consisting of: the Chairman of the Board as Chairman, the Chairman-Elect, President, Secretary/Treasurer, Associate Vice President, Builder/Remodeler Vice President, and the immediate Past- Chairman of the Board. This committee shall conduct the affairs of the Association in Accordance with the Constitution and By-Laws, policies and instructions of the Board of Directors. It shall be the policy and steering committee of this Association, and shall be responsible for establishing a budget for financing the Association and for all matters of policy and public statement, subject to the Board of Directors. This committee shall meet upon call of the Chairman of the Board or the Board of Directors. Five (5) members shall constitute a quorum. (As mentioned in ARTICLE IX, Sec. 3. (c)).
The Home Show Committee consisting of members as appointed by the Chairman of the Board.

The Nominating Committee consisting of members as appointed by the Chairman of the Board.

Sec. 2. There shall be the following standing councils:

The Associate Member Council.
The Professional Remodelers Council
The Professional Women in Building Council
Young Professionals Council.
Other Councils may be instituted as needed or as directed by the Chairman of the Board and/or Board of Directors of the Association. All Councils will abide by the Association By-Laws, Constitution and Code of Ethics. Councils may develop their own Council By-Laws to govern themselves if the council deems it necessary. All Council By-Laws must be approved by the Executive Committee of the Board of Directors, and must adhere the By-Laws of the Association.

ARTICLE XII

(FINANCE)

Sec. 1. Dues and other moneys collected by this Association shall be placed in a depository selected by the Board of Directors, and payments from the funds of this Association shall be made on the signature of any two of the following: the Chairman of the Board, Vice Chair/Chairman Elect, Association President, or Secretary/Treasurer. Said authorization shall be extended to cover only one fiscal year.

Sec. 2. The Board of Directors shall adopt a budget for each calendar year, and this Association shall

function within the totals of such budget. Any expenditures in excess of 10% for any budget line item must be authorized by the Board of Directors.

Sec. 3. The President and such other officers of the Association so designated by the Board of Directors,

may be furnished a bond at the expense of the Association in the amount specified by the Executive Board of Directors annually.

ARTICLE XIII

(NOTICES)

Sec. 1. Members shall furnish the President with their complete and official address. The mailing of any notices to such address shall be deemed service of such notice or notices as the dates of mailing.

ARTICLE XIV

(RULES OF PROCEDURE)

Sec. 1. Robert’s Rules of Order shall govern the procedure of all meeting of the Association.

ARTICLE XVI

(AMENDMENTS)

Sec. 1. These By-Laws may be adopted or amended by a majority vote of the members in attendance at any meeting provided that a copy of the proposed amendments shall have been mailed to each member of the Association not less than thirty (30) days prior to the meeting at which action is to be taken.