ARTICLE I – NAME, OBJECTIVES, LOCATION, AND ORGANIZATION
Section 1, Name: The name of this organization shall be the “Wisconsin Association of Home Inspectors, Inc.”. In this document, they shall be hereafter called the
“Association”. The Association is organized as a voluntary, not-for-profit corporation.
Section 2, Objectives: The objectives of the Association are as follows: a. To unite those engaged in the recognized profession of home inspection for the purpose of exerting a beneficial influence upon the profession and related interests. b. To promote and maintain high standards of conduct in the home inspection profession as expressed in the State of Wisconsin Standards of Practice and the Association Code of Ethics. c. To join with the State of Wisconsin regarding home inspection issues by providing appropriate guidance and forging relationships with government and other professional agencies in allied professions, e.g., Realtors and Building Trades. d. To encourage professional home inspector training in order to continue, sustain, and improve the profession. e. To promote the importance and value of home inspections to the general public, particularly during the transfer of real estate.
Section 3, Location: The principal location of the Association headquarters within the State of Wisconsin shall be the office of the current Registered Agent and/or Corporate Secretary.
Section 4, Organization: The Association shall be organized with an Association State Headquarters, and a representative number of Chapters within the State of Wisconsin.
ARTICLE II – MEMBERSHIP
Section 1, Members: There shall be four classes of Members, as follows: a. Regular Members – Individuals who are actively engaged in the home inspection profession, perform inspections of residential real properties, and prepare written reports on their condition in compliance with the current rules of the governing State department and other applicable State Statutes. b. Affiliate Members – Individuals or firms who, while not engaged in the home inspection profession as outlined in Section 1a of this Article, have interests requiring information concerning home inspection practices and are in sympathy with the objectives of the Association. c. Associate Members – Individuals who are not yet engaged in the home inspection profession but are interested in becoming a home inspector after completion of any necessary home inspection training and successful completion of State licensing requirements. d. Retired Members – Individuals who have served as a home inspector for a minimum of five years, have retired from the home inspection profession, no longer hold a state home inspector license and wish to transfer from Regular Member status to Retired Member status.
ARTICLE III – APPLICATION FOR MEMBERSHIP & QUALIFICATIONS
Section 1, Application for Membership: Application for Membership in the Association shall be made in such a manner and form as may be prescribed by the Board of Directors and made available to anyone requesting it.
The application form shall contain the following statement, among those to be signed by the applicant: “That each applicant agrees, as a condition of Membership, to thoroughly familiarize himself or herself with the Code of Ethics, the By-Laws, and the Rules and Regulations of the Association. If membership is granted, the Member will abide by the Code of Ethics, the By-Laws, and the Rules and Regulations of the Association.”
Section 2, Application Processing: Each Application for Membership in the Association shall be processed through the Association headquarters. The appropriate Association chapters will be notified of new members.
Section 3, Qualifications: All Members shall comply with existing and ongoing policies, rules, regulations, By-Laws, and Code of Ethics of the Association. All Members shall be required to pay annual Membership dues as established by the Board of Directors.
ARTICLE IV – PRIVILEGES AND OBLIGATIONS
Section 1, All Members: The privileges and obligations of all Members, in addition to those otherwise provided for in these By-Laws, shall be as specified in this Article.
Section 2, Regular Members: Regular Members, whose financial obligations to the
Association are paid in full, shall be entitled to vote and to hold elective office in the Association, and have the primary responsibility to safeguard and promote the standards, interests, and welfare of the Association and the home inspection profession. Regular members are required to fulfill continuing education and meeting attendance requirements as determined by the Membership Committee and approved by the Board of Directors.
Section 3, Affiliate Members: Affiliate Members cannot vote nor hold any elective office, but have such privileges, rights, and obligations as may be prescribed by the Board of Directors.
Section 4, Associate Members: Associate Members cannot vote nor hold any elective office, but have such privileges, rights, and obligations as may be prescribed by the Board of Directors.
Section 5, Retired Members: Retired Members have all the privileges, rights, and obligations as a Regular Member; however, they may not hold the elected offices of Association President or Association Vice-President.
Section 6, Resignation: a. A Member may offer his or her resignation in writing to the Board of Directors at any time. Resignations shall become effective when received by the State Headquarters. b. The Board of Directors shall set the policy for any refund of dues.
Section 7, Reinstatement: A Member who has had his or her Membership revoked may apply in writing to the Board of Directors for reinstatement. The individual applying for reinstatement shall be required to pay for all past monies owed to the Association. The Board of Directors shall submit the application for reinstatement to the Members at a regular or special meeting, for Membership by majority vote. a. A Member called to active military duty or experiencing extended health issues may request exception to this membership requirement and obligation. The request must be submitted in writing and be sent to the Membership Committee and be approved by the Board of Directors. b. Reinstatement for military or health shall commence on the return of the individual’s active engagement in home inspections.
Section 8, Revocation: a. The Board of Directors determines if a Member is in good standing. A Member shall be notified in writing by the Board of Directors as to the revocation of his or her Member in good standing status, the reason for revocation, and what the Member must accomplish to be returned to Member in good standing status. The Board of Directors shall return a Member to good standing status upon that individual’s compliance with Article III of these ByLaws. b. The Association shall have the right to revoke an individual’s Membership for cause shown. The term cause means actual or potential harm or adverse effect on the association, which will be decided at the sole discretion of the Board of Directors. Cause exists if the Member fails to comply with the requirements of Membership, fails to remain a Member in good standing, and partakes in any activity which is contrary to the requirements for Membership in the
Association, or undertakes any activity which is not in the best interest of the Association. If the issue of revocation arises, the Board of Directors shall direct the Membership Committee to investigate cause for revocation of that individual’s Membership status. The Membership Committee shall determine if cause exists for revocation and shall submit their findings and recommendations to the Board of Directors. Revocation of that individual’s Membership shall be by majority vote of the Board of Directors at a regular or special meeting. c. Upon resignation or revocation, the Member shall cease the use of the Association name, materials, emblems, or any other insignia, and shall promptly return all properties of the Association. The Association shall have the right to enforce and stop all use of these materials by all legal means available.
Section 9, Education Credit: a. Rules for continuing education credits will be determined by the Education and/or Membership Committee’s and approved by the Board of Directors b. Members may be required to complete an annual Continuing Education Credit Form as determined by the Membership Committee and approved by the Board of Directors.
ARTICLE V – DUES AND ASSESSMENTS
Section 1, Dues: a. Annual membership dues (including application fees, administrative fees, and registration fees) for all classes of membership shall be an amount established annually by the Board of Directors. b. Initial membership dues for each new Member shall become payable upon receipt of the Application for Membership. c. Membership renewal dues for each class of membership are payable annually.
Section 2, Assessments: The Board of Directors may determine that a special assessment is necessary at any time. The special assessment must be authorized by a majority vote of the Board of Directors present at a regular or special meeting.
ARTICLE VI – OFFICERS AND DIRECTORS
Section 1, Association Officers: The Officers of the Association shall be a
President, Vice-President, Treasurer, Secretary and Past President. The Offices of President and Vice-President are elected positions; the positions of Treasurer and
Secretary are appointed by the Board of Directors. The President’s term is two years and he or she can be re-elected for two more consecutive terms, equaling six consecutive years as President. The President must then step down. He or she may be re-elected for office after a one year minimum gap during which he or she cannot hold the office of President. The Vice-President’s term is two years with no restrictions on re-election. The positions of Treasurer and Secretary are appointed by a majority vote of the Board of Directors. These incumbents can only be replaced by a majority vote of the Board of Directors whenever the Board of Directors deems it appropriate. The Past President’s term is a one year term with voting rights.
Section 2, Chapter Officers: Each Chapter shall have a President, Vice-President, Secretary, and Treasurer all of whom shall be elected by each respective Chapter’s membership. Each will serve for a term of two years.
Section 3, Board of Directors: The governing body of the Association shall be a Board of Directors and shall consist of the following: a. Association President b. Association Vice-President c. Association Treasurer d. “Chapter At Large” representatives, one from each respective Chapter, with no restrictions on re-election e. Four “Member At Large” representatives, with no restrictions on Chapter affiliation or re-election f. Past President
All members of the Board of Directors must be a Member in good standing at time of election and throughout their terms. Each member of the Board of Directors shall have one vote on all matters.
Section 4, General Duties of the Directors: a. The Board of Directors shall be responsible for the overall supervision, control, oversight, and direction of the Association. b. The Association President will serve as Chairman of the Board of Directors. c. The Association Secretary will attend all Board of Directors meetings and keep the minutes; the Secretary will have no voting rights. d. The Board of Directors shall adopt an annual budget, which shall provide for the payment of all expenses of the Association subject to restrictions contained in these By-Laws. The Board of Directors will approve all Bank Resolutions governing the Association and every Chapter and ensure that proper signatories are approved. e. The Board of Directors shall schedule the regular meetings of the Association as set forth in Article IX of these By-Laws. Notice of the Annual Meeting and each regular meeting or special meeting shall be provided to all Members in good standing no later than fifteen days prior to the meeting date. f. The Chairman may call a special meeting of the Board of Directors at any time upon three days written notice to each member of the Board of Directors. g. A majority of the Board of Directors may call a special meeting at any time upon three days written notice to each member of the Board of Directors. h. The Board of Directors may establish Association Committees as required to address specific Association issues and procedures. The Chairman shall appoint all Committee chairs. Each Committee shall report its activities and state of affairs, in writing, to the Board of Directors as required. Each Committee may also be directed by the Board of Directors to report at the Annual Meeting or any regular or special meetings as needed. i. The Board of Directors shall undertake to ensure that any amendments to the Articles of Incorporation or to the By-Laws, as adopted by the membership, are properly instituted. j. The Board of Directors may establish rules, regulations, and procedures to carry out the intent of these By-Laws and to provide for the orderly administration of the Association and its business. The rules, regulations, and procedures shall be set forth in writing and made available to members upon written request. k. No member of the Board of Directors, by reason of his or her office, shall be entitled to receive any salary or compensation for the performance of the duties of office. A member of the Board of Directors may receive reimbursement for expenses personally incurred on behalf of the Association upon submission of a request for reimbursement to the Association Treasurer for verification of the expense and subsequent reimbursement. Due to these positions being appointed, the Board of Directors may determine remuneration for the Association Secretary and Association Treasurer as is appropriate for duties performed.
Section 5, Specific Duties of Association Officers: a. Association President 1. Act as Chairman of the Board of Directors 2. Preside over all Annual Member meetings 3. Appoint all Committee chairs and act as an ex-officio Member of all committees except the Membership Committee and the Nominating and Elections Committee 4. Assign projects approved by the Board of Directors to Board members and committees. 5. Report directly to the members at the Annual Member meeting on the state of affairs of the Association and the activities of the Board of Directors. 6. Act as official spokesperson for the Association or appoint other members to accomplish this task. 7. Execute all Articles of Amendment, which amend the Articles of Incorporation. 8. Undertake other duties or assignments as determined by the Board of Directors or as set forth in the By-Laws. b. Association Vice-President 1. Act as a member of the Board of Directors. 2. Assume the duties of the Chairman in the absence of the Chairman at meetings or other events requiring the Chairman’s presence. 3. Act as Chairman in the event of a vacancy occurring in the office of the Chairman until a successor is elected. 4. Undertake those duties assigned by the Board of Directors or the Chairman. c. Association Secretary 1. Act as Secretary of all Board of Directors meeting and the Annual Member meeting, keeping the minutes. 2. Maintain and keep all official records of the Association. 3. Maintain and keep a current list of all Members in good standing entitled to vote, and a current list of all other Members of the Association. 4. Preserve all papers, letters, and transactions of the Association and have custody of the Association seal (if any). 5. Ensure all Association records and properties used in the performance of the duties of Association Secretary are maintained at the Association’s registered place of business (headquarters). 6. Provide notices of meetings and/or votes to the Members in good standing as set forth in these By-Laws. d. Association Treasurer 1. Act as Member of the Audit Committee. 2. Designate procedures to: a) Oversee the collecting, receiving, and have charge of all funds of the Association and deposit such funds in a bank account in the name of the Association. b) Maintain the financial records of the Association and provide for the expenditure of all funds. c) Authenticate checks for the expenditures of Association funds as provided by these By-Laws and any Bank Resolutions properly approved and governing the Association and every Chapter. d) Undertake those duties assigned by the Board of Directors or the Chairman
Section 6, Chapter Officers: The Chapter President shall direct the duties of the
Chapter Vice-President, Chapter Secretary, and Chapter Treasurer. The Chapter President and/or the Chapter Treasurer may approve payment of incidental Chapter expenses as provided for in an appropriately authorized and approved Bank Resolution.
ARTICLE VII – ELECTIONS AND REMOVAL OF OFFICERS AND DIRECTORS
Section 1, Elections: a. The election of all Officer positions will be held every two years, occurring in even numbered years. b. The positions of “Chapter At-Large” and “Member At-Large” representatives will be held every two years, occurring in odd numbered years. c. Annual elections will be held as required and the results of the election shall be announced at the Annual Member Meeting. All positions elected will commence on May 1 of the year in which the position is elected. d. All Members in good standing shall be entitled to hold office and to vote for each office, unless otherwise stated in these By-Laws. e. The Nominations and Elections Committee shall determine procedures and deadlines for nominations as well as the election. Procedures and deadline dates will be approved by the Board of Directors. Notice of the election and the deadline for casting ballots shall be provided to all Members in good standing with an official ballot. f. All voting shall be done by secret ballot via mail, email, the Internet or at a meeting. g. A ballot shall be marked void and not counted if: 1. The ballot is marked so that the choice cannot be determined. 2. The ballot is marked for more than one candidate for any office being filled. 3. The ballot is plainly improper in some way. h. The Nominating and Elections Committee shall establish rules for tabulating the ballots based on the election process used. Majority vote shall constitute election to the office provided a minimum of 30% of the ballots are returned. In case of a tie, the choice shall be made by lot. i. In the event an office is vacated prior to the end of a term, the Board of Directors will appoint a replacement officer or director. An officer or director appointed to fill an office which has been vacated shall serve only the time remaining in the current term. No one will be appointed to fill a vacated office if the time remaining in the term is three months or less. In such a case, the Chairman shall delegate the duties of the vacated office to another officer until the open office is filled at the annual election.
Section 2, Removal from Office: An officer may be removed from office for cause by a vote of the Members in good standing. This vote will be accomplished by mail, email or the Internet providing at least 30% of the ballots are returned and at least two thirds of the ballots indicate a vote for removal. The Members shall begin the removal process by submitting a petition to the Membership Committee, which contains thirty-five percent of the Members’ signatures and a short plain statement setting forth the basis for the petition. Cause exists if the officer fails to comply with the requirements of Membership, fails to remain a Member in good standing, partakes in any activity which is contrary to the duties required by the office, or undertakes any activity which is not in the best interests of the Association.
ARTICLE VIII – COMMITTEES Section 1, General: Each Committee shall develop and/or abide by a set of rules and procedures and present such rules and procedures (in writing) to the Board of Directors for approval. In addition, Committees, except as noted, shall assume such duties specified in these By-Laws, and other duties as may be assigned by the Chairman. Every committee shall consist of no less than three Members. All Members of a committee must be Members in good standing.
Section 2, Standing Committees: The following standing committees shall be appointed by the Chairman, subject to confirmation by the Board of Directors, at or immediately following each annual meeting (or as appropriate), and shall meet as directed by the Committee Chair: a. Nominating and Election Committee: The Chairman shall appoint a
Nominating and Election Committee for the purpose of accepting nomination papers or nominating candidates for the election. The Nominating and Election Committee shall present the Membership with the slate of candidates.
(See Article VII, Section 1 for the appropriate offices for each annual election.) b. Membership Committee: This committee shall review all applications for Membership, investigate and present recommendations regarding revocation of Membership, and accept petitions for removal. c. Rules and By-Laws Committee: This committee shall review all proposed amendments to the By-Laws and make recommendations to the Board of Directors and Members as necessary. d. Audit Committee: This committee shall oversee the annual audit of the Association’s financial records and report the results to the Board of Directors. The Association Treasurer shall be a permanent member of this committee. e. Legislative Committee: This committee shall coordinate home inspection matters with the State of Wisconsin, attend the State of Wisconsin Advisory Committee meetings, and participate in lobbying and state legislative efforts.
Section 3, Special Committees: The Board of Directors may create any special committee which maybe necessary to carry out certain functions or duties which may arise from time to time.
ARTICLE IX – MEETINGS
Section 1, Annual Meetings: The annual meeting of the Association shall be held with the date, place, and hour to be designated by the Board of Directors. The order of business at each annual meeting shall be fixed at the beginning of the meeting and shall include, at a minimum: a. Address of the Chairman of the Board of Directors b. Reports of Officers c. Reports of Committees d. Installation of Officers e. Miscellaneous Business
Section 2, Board of Directors Meetings: The Board of Directors shall designate a regular time and place of meeting and shall be held as needed. The Board of Directors may transact business by mail, fax, email or the internet. Unless specified otherwise in these By-Laws, a vote of the majority of members of the Board of Directors shall determine the result. In the event of an objection to a mail, fax, email or the internet ballot by one-third or more of the members of the Board of Directors, the ballot shall be delayed until the next meeting of the Board of Directors.
Section 3, Special Meetings: a. The Board of Directors and the Chairman shall have authority to call a special meeting of the Membership. b. The members may call a special meeting at any time upon submission of a petition containing at least twenty percent of the Members’ signatures to the Board of Directors. Written notice of the special meeting and the purpose of the special meeting shall be provided to all Members in good standing in advance of the special meeting.
Section 4, Other Meetings: Meetings of the Members may be held at such other times as the Chairman of the Board of Directors may determine, upon written request of at least ten percent of the Members.
Section 5, Reporting: Following any special meeting, a summary of all official actions taken at the meeting shall be provided for all members by mail, email or posting on the organization website, within one week of the special meeting.
ARTICLE X – VOTING AND QUORUM
Section 1, Voting: All Members in good standing desiring to vote during any regular or special meeting on any issue or in any election must appear in person to cast their ballot. There shall be no voting by proxy; however, the ballots may be mailed or emailed to Members in order to cast their vote and to return the ballot to the Nominating and Elections Committee by a specified date. Only one vote per Member is permissible in any election.
Section 2, Quorum:
a. At least twenty five percent of the Membership shall constitute a quorum at any regular or special meeting of the Association. All meetings must comply with the notice requirements contained in these By-Laws and at least one officer must be present to convene the meeting.
b. A majority vote of the Board of Directors shall constitute a quorum for the purposes of all meetings of the Board of Directors.
c. A majority of the Membership of any standing or special committee shall constitute a quorum of the committee.
ARTICLE XI – CHAPTERS
Section 1, General: Chapters, representing the Association, may be established throughout the State of Wisconsin with the approval of the Board of Directors.
Section 2, Organization: Each Chapter recognized by the Board of Directors shall be organized along the lines of the Association, less a Board of Directors. The elected Chapter officers are President, Vice-President, Secretary, and Treasurer. In addition to the four elected Chapter officers, an Education Director or Committee should be appointed to facilitate ongoing education programs/speakers, within each Chapter. Each Chapter shall elect a “Chapter At-Large” representative to serve as a member of the Association’s Board of Directors in odd numbered years..
Section 3, Objectives: The objectives of each Chapter shall be to fully support the Association’s objectives as outlined in Article 1, Section 2, of these By-Laws and the following initiatives: a. To provide appropriate training and education for all Chapter members. b. To inform the public on the role of the home inspector in the home buying process, on industry standards, and on the State of Wisconsin home inspector certification process.
ARTICLE XII – FISCAL AND ELECTIVE YEAR
Section 1: The fiscal year and the elective year of the Association shall be May 1 through April 30 each year.
ARTICLE XIII – PARLIAMENTARY AUTHORITY
Section 1: Robert’s Rules of Order, latest Edition, shall be recognized as the authority governing meetings of the Association, its Board of Directors, committees, and Chapters, in all instances wherein the provisions do not conflict with these ByLaws.
ARTICLE XIV – AMENDMENTS TO THE ARTICLES OF INCORPORATION
Section 1: An amendment to the Articles of Incorporation requires a two thirds vote of the Members present at any special meeting or at the annual meeting. Notice of the proposed amendment and vote must be provided to the Members in good standing at least fifteen days prior to the date of the annual or special meeting.
ARTICLE XV – AMENDMENTS TO THE BY-LAWS
Section 1: The Board of Directors may propose amendments to these By-Laws. Proposed amendments shall be presented to the Rules and By-Laws Committee for review and recommendation prior to being adopted by the Board of Directors. The proposed amendments shall be presented to the Board of Directors for their action prior to being sent to the members for a two week discussion period. All member comments must be submitted in writing to the Rules and By-Laws Committee. After the member discussion period, the Rules and By-Laws Committee shall prepare a final draft of the By-Law amendments/changes to the Board of Directors for their approval. The proposed By-Laws will then be presented to the membership for a vote to adopt. The vote may be conducted by mail, email, the Internet or at a meeting. The proposed amendments shall be approved by a two thirds vote of the returned ballots, providing a minimum of 30% of the ballots is returned.
ARTICLE XVI – INDEMNIFICATION
Section 1: The Association shall indemnify any Member or the Board of Directors, any officer or any Member appointed to a committee who has, or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, including actions by or on behalf of the Association to procure judgment in its favor by reasons of the fact that the person did or does represent the Association. Such indemnification shall protect against expenses including attorney’s fees, fines, and amounts paid in settlement, actually and reasonably incurred, if such person has been successful on the merits or otherwise in such action, or upon a determination in the specific case that such indemnification is proper under the circumstances. All such representatives shall conform to the definition of an “insured” under any applicable Association liability insurance coverage. The Association may purchase and maintain insurance for the purpose of indemnification on behalf of any or all such persons to the full extent authorized by law.
ARTICLE XVII – MERGER, CONSOLIDATION, DISSOLUTION
Section 1, Merger or Consolidation: In the event there is a merger or consolidation of the Association, the Board of Directors shall comply with the applicable provisions of Chapter 181 of Wisconsin Statutes.
Section 2, Dissolution: In the event the Membership of the Association elects to discontinue as an Association, it shall require a vote of the Members as specified in Chapter 181 of Wisconsin Statutes. In the event of dissolution of the Association, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets as determined by majority vote of the Members. The distribution of any assets shall under no circumstances be to a Board Member, officer, or any Member of the Association.