National Association of Elevator Contractors
(As approved by Membership vote 16 Convention)
ARTICLE I NAME, PURPOSES, AND SCOPE
Section 1. The name of this Association shall be the National Association of Elevator Contractors, Inc. (NAEC), a not-for-profit association incorporated under the laws of the State of Georgia and in conformance with IRS Code 501(c)(6) as standard practice in order to be in accordance with IRS requirements. This includes, but is not limited to, requirements that operating policies and activities of the Association shall be consistent with applicable federal, state and local antitrust, trade regulation, or other legal requirements; as well as applicable tax exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Section 2. The purposes of the Association are:
- to be a service organization;
- to promote the common business interests of those engaged in the elevator industry; the term “elevator industry” includes the installation, servicing, manufacturing and distribution of vertical and horizontal handling equipment and other equipment incident thereto, commonly known as freight or passenger elevators, escalators, dumbwaiters, special purpose personnel elevators, moving walks and similar products.
- to gather, analyze, appraise and disseminate information and ideas pertaining to the elevator industry;
ARTICLE II MEMBERSHIP
Section 1. There shall be five categories of members in the Association; Contractor, Associate, Supplier, Subscription and Honorary.
Section 2. CONTRACTOR MEMBERSHIP.
- The Contractor membership of this Association shall be comprised of corporations and firms primarily engaged in the business of selling, installing and servicing equipment in the United States of America as described in Article I and meeting qualifications as described in Section 8 of this Article.
- Contractor membership shall be vested in the firm or corporation as such. Any Contractor member may hold office in the Association, vote, and exercise all rights and duties of membership, provided that not more than one representative of said member shall vote on any motion or any issue, or at any election, hold any office, including electing Contractor Board members.
- Each Contractor shall be entitled to a seat in all Contractor Member meetings. Each Contractor member company shall have one vote for the Contractor Board nominee(s) slate, and Bylaws Amendments, provided that the member may vote only through a duly authorized representative who is substantially associated with the member corporation or firm.
Section 3. SUPPLIER MEMBERSHIP.
- Supplier membership in this Association shall be comprised of corporations or firms engaged in supplying components, accessories, or services directly to the contractor, as described in Article I and meeting qualifications as described in Section 8 of this Article.
- Other than as provided hereinafter, Supplier membership shall not carry the privileges of voting at meetings of the Association or attending meetings open only to Contractor members. Supplier members shall elect the Supplier Board Members.
- Each Supplier shall be entitled to a seat in all Supplier Member meetings. Each Supplier member shall have one vote for the Supplier Board nominee(s) slate, provided that the member may vote only through a duly authorized representative who is substantially associated with the member corporation or firm.
Section 4. ASSOCIATE MEMBERSHIP.
Membership in this non-voting category is available to the following:
- Corporations and firms that meet the criteria stated in Article II, Section 2.a. in countries located outside the United States of America. All members of this Association who were classified as Contractor members on November 15, 1997, shall retain their present membership classification.
- Individuals and/or entities that provide services on the installation, maintenance, conversion, design/specifying, inspection or placement of equipment as referred to in Article I.
- Each Associate shall be entitled to a seat in all Associate Member meetings.
Members in this category are not eligible to serve on the Board of Directors. Any entity qualifying as a Supplier member may not join as an Associate member.
Section 5. SUBSCRIPTION MEMBERSHIP.
Membership in this non-voting category is for individuals who have interests in the elevator industry or the Association and would like to keep abreast of industry activities. This membership classification has no rights or privileges other than the following:
- Subscription members will receive all NAEC mailings at a single address.
- Subscription members may attend NAEC meetings and trade show at member prices.
Members in this category are not eligible to serve on the Board of Directors. Any entity qualifying as a Supplier member may not join as an Subscription member.
Section 6. HONORARY MEMBERSHIP.
Membership in this non-voting category is determined by the Board of Directors. The Board of Directors may annually nominate one person for Honorary membership. Honorary members will not be required to pay dues or initiation fees and will receive all NAEC mailings and complimentary
registration will be extended for the NAEC Conventions and Expositions. Members in this category are not eligible to serve on the Board of Directors.
Section 7. QUALIFICATIONS.
Applicants for Contractor, Supplier, and Associate membership must meet the following requirements:
- Must have an established place of business.
- Must subscribe to the principles; and, in practice, comply with codes or ordinances having applicability.
- Must subscribe to the purposes of the Association and be willing to accept committee assignments and other work to further its ends.
- The authorized representative who applies on behalf of a firm or corporation must be actively engaged in its business.
- A member when qualifying as both a Contractor and a Supplier may choose to maintain a Contractor and a Supplier membership. In this case, the member shall be permitted to hold office or become a member of the Board of Directors only in a Supplier member status. Effective per these
Bylaws or at expiration of term, if applicable.
- A Supplier member who meets the qualifications as described in Article II, Section 3, either in its own company name or that of a subsidiary, affiliate or a company in which it has an interest, may choose to maintain both a Supplier and a Contractor membership. Firms holding both a Supplier and a Contractor membership shall be permitted to hold office or become a member of the Board of Directors only in a Supplier member status. Supplier members only are permitted to exhibit at any NAEC event. All members in other categories confirmed for future exhibiting at September 23, 2009, shall retain their right to do so.
Section 8. APPLICATION FOR MEMBERSHIP. All applicants for membership must complete and sign the application form provided by the Association and submit the application, accompanied by the applicable initiation fee and first year’s membership dues, to the principal office of the Association.
Admission of membership is subject to approval by the Board of Directors. Such approval may be delegated to the Membership Committee. If delegated to the Membership Committee, the committee shall review all membership applications to determine whether the applicant qualifies for membership.
Section 9. CHANGE IN MEMBERSHIP CLASSIFICATION. Should any member of the Association desire to make a change in membership classification, application for such change, indicating the classification desired and the qualifications for said classification shall be made to the Board of
Directors. The Board, after investigation bearing upon the requested change in classification, shall, within its discretion, but within the framework of these Bylaws, grant or not grant the application within a reasonable time after its submission.
Section 10. RIGHTS OF MEMBERSHIP. All members shall be entitled to a seat in all general business meetings. To enjoy the rights and privileges of membership in the Association, a member must be in good standing.
Section 11. TERMINATION OF MEMBERSHIP. Upon termination of membership, voluntary or involuntary there shall be no refund of dues; further, all rights, title and interest to the property and privileges of this Association shall cease with the termination of membership.
- RESIGNATION. Any member firm or individual may resign at any time upon submission of a written resignation. A member resigning in good standing (dues paid to the end of the period in which termination is requested) can be reinstated without the payment of the initiation fee, if one
is required for the classification involved, plus all arrearages. In both instances, current dues will be charged as of the billing date nearest the date of approval for reinstatement.
- NON-PAYMENT. Any member, who is sixty (60) days in arrears for dues, shall be sent written notice of such delinquency. Any member who is ninety (90) days in arrears shall be dropped automatically from membership. Any such member may reapply for membership and pay the initiation
fee, current year’s dues and any other charges, including dues, which were owed to the Association at the time of being dropped.
- EXPULSION. Any member of the Association may be suspended or expelled for cause by a three- fourths (3/4) vote of the members of the Board of Directors at a meeting. Sufficient cause shall be a violation of the Bylaws, or any lawful rule or practice, duly adopted by the Association. Any member proposed for expulsion for any reason is given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Board of Directors, and final written notice of the Board’s decision.
Section 12. The annual membership dues shall be set by the Board of Directors, except that the extent to which the Board of Directors may increase dues in any year without approval of the voting membership shall be limited to 20 percent of the dues at the time of the increase.
Section 13. In all professional and business relations the members of the Association shall be governed by a Code of Ethical Practices and Standing Policy Statement.
ARTICLE III MEETINGS
Section 1. The Association shall hold an annual general business meeting for the entire membership at any time and place designated by the Board of Directors. Notice of the annual meeting shall be mailed to members at least ninety (90) days and not more than one hundred twenty (120) days prior to the date of the meeting.
Section 2. A quorum for the transaction of business at any annual meeting shall be 10% or more of the voting members of the Association present either by their duly accredited representatives or by Official Mail-In Ballots in their respective membership category (Contractor/Supplier), whichever is under the circumstances required to transact any particular item of business. Proxy votes are not permitted. Official Mail-In Ballots are acceptable. Official Mail-In Ballots shall include: Proposed action, an opportunity to vote for or against proposed action, an indication of number of responses needed to meet quorum requirements, and specific time by which ballot must be received by Association in order to be counted.
Section 3. Unless 75% or more of the qualified voting membership is present, the only matters that may be voted upon at the annual meeting of members are those matters that are described in the meeting notice.
ARTICLE IV BOARD OF DIRECTORS
Section 1. The Board of Directors will consist of thirteen persons, of whom nine shall be from the Contractor membership as described in Article II, Section 2, herein; and of whom, four shall be from the Supplier membership as described in Article II, Section 3, herein.
Section 2. Each year, three Board members shall be elected from the Contractor membership for a term of three years, and one Board member shall be elected from the Supplier membership for a term of three years. Every third year, a second Supplier member shall be elected for a term of three years. A ratio of nine Contractor members, and four Supplier members shall be maintained at all times. The term of office for Board members shall begin at the first Board meeting, after the annual meeting at which they are elected, and their terms shall extend through three (3) annual meetings.
Section 3. Board of Directors Responsibilities and Realm of Authority:
- The management and direction of the affairs of the Association shall be vested in the Board of Directors and shall be conducted by the Board of Directors pursuant to the Articles of Incorporation and these Bylaws. All corporate powers shall be exercised by, and the business and affairs of the corporation managed under the direction of, the Board of Directors.
- The Board of Directors may change the principal office and have offices at other locations from time to time, as the business of the Association may require.
- The Board of Directors shall see that an accurate Standard Operating Procedures is maintained and adhered to. The Board of Directors is the only body with authority to approve or make changes to the Standard Operating Procedures.
Section 4. To be eligible for election to the Board of Directors, a Contractor or Supplier member must have been a member in good standing for at least one year prior to said election. To continue to serve as a Board member the individual must continue employment in the membership category from which they are elected. No more than one Director from a corporate entity or a group of jointly owned companies shall serve on the Board of Directors at any time and once this Director’s term expires, at least one year must expire before a representative from the same corporate entity or group of jointly owned companies may be elected to the Board. In the case where two companies are part of the same corporation or one company is owned by another, a decision as to whether they constitute a single organization will be made by the NAEC Board of Directors on a case-by-case basis. The independence of the two companies shall be used as the criteria for making this decision. No member who has previously served on the Board of Directors may again serve on the Board of Directors unless three (3) years have expired since the end of their term.
Section 5. Where membership vacancies occur on the Board of Directors between general business meetings, said vacancies shall be filled by the Board of Directors and shall be effective until the next general meeting. No Director except those appointed to fill a vacancy shall be eligible for re-election upon the completion of his term of office, unless at least three years shall have elapsed from the date of the expiration of that term.
Section 6. Any member of the Board of Directors may be removed from membership on the said Board by vote of three-fourths of all members of the Board of Directors for such cause as they deem necessary.
Section 7. The Board of Directors shall have a minimum of three meetings per year, one of which shall be at the time of the annual meeting and one following the close of the annual meeting. Board of Directors Meetings must:
- Have a quorum of eight members, at least one of whom shall be a Supplier, and at least six of whom shall be Contractors, shall be the requisite minimum for the conduct of all business meetings of the Board of Directors.
- In accordance with these Bylaws, the Board of Directors may convene itself any time between or during the general business meetings of the membership.
- The President may call a meeting of the Board of Directors whenever in his judgment it is advisable to do so.
- The President shall call a meeting of the Directors whenever so requested in writing by five or more directors, within thirty (30) days from receipt of such request. Letters postmarked at least ten (10) days prior to the date of such meeting shall be sufficient notice.
- The Board of Directors may, within its discretion, decide certain interim matters by mail ballot or by telephone conference call.
- Electronic means of communication may be used whenever a writing is required by law or by these bylaws, including, but not limited to notice, written consents, mail ballots, and email.
- No officer, director or committeeperson shall receive any compensation from the Association for his service; but, the Board of Directors may authorize the incurring or payment of expenses necessitated by the directors or committeeperson on behalf of the Association by either (1) prescribing a formula, rule of standard, or (2) specific authorization.
Section 8. After the year end audit, the Board of Directors shall designate a portion of the liquid net assets of the Association, which have been computed on the basis of generally accepted accounting principles, as a reserve fund. The amount shall be equal to a minimum of 50% and a maximum of 100% of the total average general and administrative expenses of the Executive Office during the preceding five years. A reduction of the designated reserve fund by more than 10% must be approved by a majority of the voting members of the Association.
ARTICLE V OFFICERS
Section 1. The President, Vice President, Secretary, and Treasurer of the Association shall be elected by the Board of Directors and each shall serve beginning at the annual meeting where they are elected and continuing through the next Annual Meeting. The President and Vice President must be selected from the Contractor membership of the Board of Directors. The offices of Treasurer and Secretary may be selected from the Supplier membership of the Board of Directors, however; at least one of the offices of Treasurer or Secretary must be filled by the election of a supplier director.
Section 2. The President shall have general supervision of the affairs of the Association; shall be the presiding Executive Officer of all conventions, shall be Chairman of the Board of Directors; shall within the President’s discretion create any committees deemed by the President to be necessary for the accomplishment of the Association objectives, and appoint all personnel thereof, except as provided elsewhere in the Bylaws. The President shall submit recommendations for Committee Chairpersons to the Board of Directors for their approval. He shall be a joint custodian of funds with the Treasurer and shall be an ex officio member of all committees. The President shall have no power to act contrary to the order or resolutions of the Association or Board of Directors. The President, along with the Treasurer and Executive Director shall approve and sign all contracts. Contracts having received proper due diligence for less than $20,000 falling within the appropriate Board approved budget do not require additional Board approval prior to signature of the appropriate individuals. All contracts in excess of $20,000 must be approved by a three-fourths majority of the Board of Directors. All contracts in excess of $2,500 not addressed in the appropriate Board approved budget must be approved by a three-fourths majority of the Board of Directors.
Section 3. In the event of the inability of the President to perform his duty, the Vice President shall assume and discharge all the duties of the President.
Section 4. The Secretary shall be responsible for the taking and preserving of minutes at all annual meetings and business sessions of the Board of Directors. The Secretary shall perform such other duties as may be assigned to the Secretary by the Board of Directors.
Section 5. The Treasurer shall be custodian of all funds of the Association. The Treasurer shall direct and supervise the Executive Director in maintaining an accurate set of disbursement records which shall be open at all times to the members. The Treasurer shall make a full and complete report at the annual meeting and Mid- year Board of Directors meeting. The Treasurer, along with the President and Executive Director shall read and sign all contracts. Contract restrictions as stated in Section 2 of this Article apply.
ARTICLE VI EXECUTIVE OFFICE
Section 1. The Board of Directors in the name of the Association may establish an Executive Office, and retain, at its discretion, an Executive Director to administer the affairs of the Association under Board direction.
Section 2. The budget for the Executive Office, including salaries and expenses, shall be set by the Board. Section 3. The Executive Director shall be appointed and serve at the discretion of the Board of Directors at such compensation and upon such terms as specified contractually by the Board of Directors as they deem appropriate. The Executive Director shall be solely responsible to the Board of Directors.
ARTICLE VII COMMITTEES
Section 1. The Standing Committees of the Association shall consist of two or more members in addition to the President as an ex-officio member, except the Nominating Committees and the Certification Board, or as assigned below. Additional members shall be added to the committees as the task may warrant. It shall be the responsibility of each committee chairman to regularly report to the President developments related to his committee’s activity for publication and circulation to the membership. Whenever possible, Board members shall be members of Standing Committees. The Chairmen of committees will report the selection of their committee personnel to the President as soon after the annual meeting as possible, Committee chairmen and Committee members are appointed for a one (1) year term which begins at the end of the convention and continues through the following convention or and until their respective successors have been appointed. The exception to these terms is the Certification Board, whose terms are addressed in the Certification Board Policy Manual. The President may remove or create committees, other than Standing Committees, if, in his judgment, such action is necessary for the good of the Association. Committees shall have all such assistance from the Association and its officers may be necessary to fulfill objectives and make recommendations.
Section 2. The following shall be the Association’s Standing Committees:
Accessibility/Residential – Advises and counsels the Board of Directors on the needs and significant issues of accessibility and residential members and proposes means of addressing these needs and issues, including, but not limited to, the development of educational programs for the Annual Convention and Spring Conference.
Solicits new memberships from among accessibility and residential prospects.
Archives – Oversees the updating of the “History of NAEC” and sees that the history of the Association is properly recorded and maintained.
Awards – To advise and recommend to the President and Board of Directors on all matters relating to awards and presentations.
Bylaws Review – To advise and recommend to the Membership and Board of Directors on all matters relating to bylaws. The Chairman shall be a member of the Certification Board Appeals/Complaint Committee.
Certification Board – Promotes quality elevator technicians through verification of formal education and examination of an individual’s experience within the industry.
Codes, and Standards - To advise and recommend to the President and Board of Directors on all matters pertaining to Codes and Standards and serve as a liaison between the NAEC and other code related organizations and entities.
Credentials - The Credentials committee will assign a voting slip to all members attending the convention. Only members in good standing will be allowed to vote. The Credentials committee will also tabulate all mail ballots and will authenticate the registered voter of each member company allowed to vote. The credentials committee shall tabulate all mail and in person ballots and immediately report the results to the entire membership.
Educational and Technical Advisory Committee – Advises and counsels Board and staff on educational needs of membership. Reviews staff proposals for educational activities and development of educational programs.
Executive Office Building Maintenance – Monitors the Executive Office building maintenance, prepares proposals and budgets for this area.
Exhibitors Advisory – Serves as a liaison between the Association and it’s exhibitors. Develops recommendations for the tradeshow aimed at improving the quality of the exhibits and the value of the show. Assist in developing and enforcing rules and regulations of the tradeshows.
Finance – To prepare budgets, recommend investments and advise the Board of Directors on matters of dues, fund raising, and expenditures. The Treasurer and Executive Director shall be permanent members of this Committee.
Future Directions – This Committee is to be established as requested by the President at intervals of no greater than every five years. A full report will be made by the Board of Directors and to the membership.
Governmental Affairs - To advise the President and the Board on matters that relate to government, particularly at the federal level and to recommend appropriate action.
Member Services – Recommends to the NAEC Board of Directors benefits and services the Association should provide to the members. Analyzes existing services and evaluates the results of surveys, member service forums and other indicators of member attitudes and needs, recommending appropriate action to the Board and staff.
Membership Development - To solicit new members and recommend to the Board of Directors on the acceptance or rejection of applications for membership and to advise the Board of Directors on special matters related to membership.
Nominating – Studies and evaluates qualifications of prospective candidates for election of officers and directors, invites and receives suggestions for nominees from members. Each member category elects its own directors.
- Contractor Director Nominating Committee - The Nominating Committee shall be comprised of a past president, a past Supplier chairman, two past Contractor directors, a past Supplier director, and a Contractor alternate.
- Supplier Director Nominating Committee - The committee shall be comprised of a past president, a past Supplier chairman, two past Supplier directors, a past Contractor director, and a Supplier alternate.
- Alternate Nominating Committee Members - An Alternate committee member shall be appointed in accordance with the Standard Operating Procedures to insure there is no conflict of interest.
- Specifics to Both Committees, Schedule of Formation and Notification – At the Mid-year Board of Directors Meeting, the Directors shall elect a Contractor and a Supplier Nominating Committee. Each Nominating Committee shall elect its own chairman. The immediate past president or any immediate past director cannot be selected to serve and no one can be elected to serve on both the Contractor and Supplier Nominating Committees. The Nominating Committee shall recommend and report in writing, to the Board of Directors and all contractor members, at least ninety (90) days in advance of the start of the Annual Business meeting, the candidates it has chosen to fill the vacancies on the Board of Directors. At this same time, each Contractor or Supplier member as applicable shall be provided with a written mail ballot or through a secure online system, which may be used to vote for the candidates. Additionally, the ballot shall include a space for a write-in of the Contractor or Supplier member’s choice as applicable should the contractor member choose to vote for someone other than the candidates chosen by the Nominating Committee. If the Contractor or Supplier member as applicable chooses to vote using the mail ballot instead of in person at the Annual Business Meeting, the Contractor or Supplier member as applicable shall return the mail ballot or submit through a secure online system to the executive office not later than ten (10) days prior to the Start of the Annual Business Meeting. If the Contractor or Supplier member as applicable chooses to return the ballot via Mail, it must be postmarked no later than fifteen (15) days prior to the Start of the Annual Business Meeting. The mail ballots shall then be forwarded to the Credentials Committee for tabulation, verification and reporting to the Contractor and Supplier members at the Annual Business Meeting. Nominations may also be made from the floor. After nominations have been closed, the Contractor or Supplier members as applicable shall elect their new directors by secret ballot. The results of this vote and the mail ballots shall be tabulated and immediately be made known to the entire membership.
Personnel Resource - To collect and compile information pertaining to work force issues.
Safety - To keep members informed of safety developments and to identify information and materials which may be helpful to NAEC members in their safety and safety training programs.
ARTICLE VIII INDEMNIFICATION
The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its directors, officers and employees, or former directors, officers and employees, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors, officers or employees of the Association, except in relation to matters as to which such director, officer or employee, shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. All directors and employees of the Association shall be secured by a surety bond to be paid for by the Association.
ARTICLE IX AMENDMENTS
Section 1. Proposed amendments to these bylaws must be signed by at least ten (10) percent of the Contractor members.
Section 2. Such proposed amendments must then be submitted to the Board of Directors, through the Association Secretary, at least Ninety (90) days before the general convention, and to all of the membership by mail at least sixty (60) days before the general convention.
Section 3. Such proposed amendments must be presented by the Board of Directors to the annual meeting and shall require a three-fourths affirmative vote of the Contractor members voting by mail ballot or in person for adoption.
Section 4. All future amendments to the By-Laws will be voted upon either by mail ballot, through a secure online system or in person at the annual meeting. The membership of the Association shall be advised of all proposed amendments to the By-Laws not later than sixty (60) days in advance of the start of the Annual Meeting. The voting members shall be provided with a written ballot and through a secure online system as well as the Board of Director’s recommendations for the passage or rejection of any proposed change. The mail in and secure online system ballot(s) shall indicate the change(s), the reasons supporting and opposing the change(s), and how the member would like the Board to cast that member’s ballot. Nothing contained within this section, however, precludes a member from casting a vote in person at the Annual Meeting. All mail ballots will be delivered to the Executive Office not later than ten (10) days prior to the start of the Annual Meeting and if mailed, they must be postmarked no later than fifteen (15) days prior to the start of the annual business meeting. All votes cast utilizing a secure online system shall be directed by the same timelines as noted above in this Section. Upon receipt of the mail ballots by the Executive Office, they shall be turned over to the Credentials Committee for tabulation and verification. These results along with those votes cast in person at the Annual Meeting shall be tabulated and immediately made know to the membership. Any member may withdraw a mail ballot by appearing and voting in person at the time of the Annual Meeting.
ARTICLE X DISSOLUTION
If this Association is dissolved at any time, no part of its funds or property shall inure to or among its members but after payment of all indebtedness of the organization, all surplus funds and properties shall be donated to another non-profit, tax exempt organization with similar objectives.
ARTICLE XI PARLIAMENTARY AUTHORITY
The rules contained in the most recently available edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases in which they are not inconsistent with these By-Laws and any special rules of order, which the Association may adopt.
ARTICLE XII CORPORATE SEAL
The seal herein impressed is hereby adopted as the corporate seal of the Corporation.
It shall not be within the authority of the Board of Directors to fund any labor negotiations.