THE BY-LAWS OF HEADWATERS BUILDERS ASSOCIATION

Last Amendment – Sept. 27,2022

ARTICLE I

(Name and Location)

Sec. 1. The name of this Association shall be the Headwaters Builders Association.

Sec. 2 The principle office of the Association shall be located within the boundaries of the association.  The mailing address will be PO Box 1074, Minocqua, WI 54548.  

ARTICLE II

(Territorial Jurisdiction)

Sec. 1. This Association shall operate for the benefit of homebuilders and those engaged in allied industries in the Counties of Oneida, Vilas, Forest, Price, Iron, Florence and parts of Lincoln county and or within the territorial jurisdiction as set forth by the National Association of Home Builders of the United States.

ARTICLE III

(Objectives)

Sec. 1. This Association shall operate as an Affiliated Association of the National Association of Home Builders and the Wisconsin Builders Association. 

Sec. 2. To the extent permitted by law, the objective of the Association shall be:

1. To associate home builders within the above described jurisdiction for the purpose of mutual advantage and cooperation.
2. To cooperate with all branches of the home building industry; including associate members within said jurisdiction for the purpose of mutual advantage and for the benefit of the industry. 
3. To maintain high professional standards and sound business methods among its members through the enforcement of it code of ethics. 
4. To secure cooperative action in advancing the common purpose of its members and proper consideration of opinion upon questions affecting the home-building industry within the jurisdiction of this Association.
5. To assist in the accomplishment of the mutual objective of the National Association of Home Builders of the United States and of the Wisconsin Builders Association.
6. To assist the Officers, Board of Directors, and Membership Committee of the National Association of Home Builders of the United States and of the Wisconsin Builders Association in qualifying members operating within the above described territorial jurisdiction. 
7. To participate for the purpose of mutual benefit in an interchange of information and experience with all other local affiliated associations of the National Association of Home Builders of the United States and the Wisconsin Builders Association. 
8. To operate without profit and no part of the income of the Association shall inure to the benefit of any individual member. 
9. In the event the Association is liquidated, any asset available for distribution will be donated to a religious, scientific, educational, benevolent, or public body.

ARTICLE IV

(Code of Ethics for Active Members)

Sec. 1. The active members of this Association shall be limited to those persons and firms who shall subscribe to the following Code of Ethics:

1. Members of the Headwaters Association believe and affirms that:

1. Home ownership can and should be within the reach of every American family.
2. American homes should be well designed, well constructed, and well located in attractive communities; with educational, recreational, religious, and shopping facilities accessible to all.
3. American homes shall be built under the free American enterprise system.

1. To achieve these goals, we pledge allegiance to the following principles and policies:

1. Our paramount responsibility is to our customers, our community, and our country. 
2. Honesty is our guiding business policy.
3. High standards of health, safety, and sanitation shall be built into every home.
4. Members shall deal fairly with their respective employees, sub-contractors, and suppliers.
5. 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 that every home purchase may get the greatest value possible for every dollar.
6. All sound legislative proposals affecting our industry and the people we serve, shall have our informed and vigorous support.
7. 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 industries concerned with the preservation of legitimate rights and freedoms. 
8. We assume these responsibilities freely and solemnly, mindful that they are part of our obligation as members of the Headwaters Builders Association.

ARTICLE V

(Membership)

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

1. Builders
2. Association
3. Honorary
4. Affiliate

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

1. Builder Membership shall be open to any person, firm, or corporation whose principal business is the construction of housing within the territorial jurisdiction of this Association, and who shall agree to abide by the provisions of the Constitutions and By-Laws and any amendments, who shall subscribe to the afore going Code of Ethics and who shall meet with the approval of the Membership Committee and the Board of Directors. 
2. Associate Membership shall be open to any person, firm, or corporation engaged in any allied trade, industry, or profession within the territorial jurisdiction of the Association who shall meet with approval of the Membership Committee and the Board of Directors.
3. Honorary Membership shall be open to any person who distinguishes himself by meritorious service in the furtherance of the interest of this Association, or who is connected with a governmental agency or department handling matters pertaining to the home building industry. He or she may be elected to honorary membership in the Association by a 2/3 vote of the entire Board of Directors. 

1.  A person being considered for honorary membership shall not be a dues paying member of the Headwaters Association, or be active in the home building or light construction industry.

1. Affiliate Membership shall be open to any business/person who is already a member in good standing through another Association.  By showing proof of membership in a state level association and the federal association (NAHB), an affiliate member would only be required to pay the current membership portion of dues of the HBA to be a member of the HBA. Affiliate Members will have all the same HBA benefits and voting privileges of membership as the builder or associate member level.   

Sec. 3. Applications for membership in this Association shall be made to the Membership Chair and processed in the following manner:

1. Candidate shall submit his application in writing on a form supplied by this Association containing an agreement to abide by the By-Laws, and observe the Code of Ethics of this Association.
2. Application shall be accompanied by a payment in an amount sufficient to cover the first year’s dues.  All payments so made shall be retuned in full if membership is not approved by the entire Board of Directors.
3. The Membership Chairman and committee shall investigate all applications for membership to determine whether or not the applicant meets with the Association’s Code of Ethics which would show him to be a capable builder who meets his obligation to his customers, and thereby, makes their recommendations to the Board of Directors in whom shall be vested the exclusive right to elect to membership, and meets the requirements set forth by this Association’s Board of Directors. 
4. When elected to membership in this Association, applicant automatically becomes a member of the National Association of Home Builders and the Wisconsin Builders Association. 

Sec. 4. Suspension, termination, reinstatement, and transfer of membership in this Association shall be accomplished in the following manner:

1. Any member whose dues are not paid in full within three (3) months after they become due and payable, may be dropped by a majority vote of the Board of Directors. 

Sec. 5. Meetings of the membership shall be held as follows:

1. An annual meeting of the membership of this Association shall be held. 
2. Regular meetings of the membership of this Association shall be held the September thru May.
3. Special meetings of the membership of this Association may be called at any time by the President or by the Board of Directors.
4. Notice shall be given of the date, hour, and place of all meetings in writing, to each member, at least two (2) days in advance. 

ARTICLE VI

(Fiscal Year)

Sec. 1. The fiscal year of this Association shall be the calendar year. 

ARTICLE VII

(Initiation Fee and Dues)

Sec. 1. The dues of this Association shall be payable annually on or before the anniversary date of the initial dues paid.  The annual dues shall be set by the Board of Directors with a 2/3 majority vote of a quorum.

Sec. 2. Dues for membership in the National Association of Home Builders of the United States and the Wisconsin Builders Association shall be paid by this Association from its treasury at the rate fixed, and under the terms stated in the By-Laws of that Association, or amendments thereto currently in effect. 

ARTICLE VIII

(Membership Card and Emblem)

Sec. 1. Each member shall receive a membership card and / or certificate upon the payment of dues for the first year in such form as the Board of Directors shall prescribe.

Sec. 2. This Association shall use on all its stationery and literature the official emblem of the National Association of Home Builders of the United States and the Wisconsin Home Builders Association. 

ARTICLE IX

(Board of Directors)

Sec. 1. A Board of Directors, varying with membership, shall be elected from the active membership, and shall be the governing body of this Association.  Four local directors shall be elected by the general membership at the Association’s first scheduled meeting in October, and shall hold office for two years from the date of election or until successors are elected and qualified.  These shall come from members in good standing.

Sec. 2. The President, Vice President, Secretary/Treasurer, and immediate past President shall be the ex-officio members of the Board of Directors, with full voting powers.

Sec. 3. The National Director and the State Director shall be members of the Board of Directors with full voting powers.

Sec. 4. The President shall be Chairman for the Board of Directors.

Sec. 5. Vacancies on the Board occasioned by death or resignation, shall be filled by appointment of the President.  The person so appointed shall serve until the next annual meeting of the membership.

Sec. 6. National Director, shall be President, and alternate Director shall be Vice-President, and represent this Association of the Board of Directors of the National Association of Home Builders, in accordance with the By-Laws of the Association.  The National Director shall serve a term concurrent with the Presidency of two years.

Sec. 7. State Directors shall be elected at the October meeting and the number of state directors elected shall be in accordance with the By-Laws of the Wisconsin Builders Association.  State Directors shall serve a term of two years.  Each State Director shall serve his office in accordance with the regulations set forth in the Wisconsin Builders Association By-Laws.  Each State Director shall be a voting member of the Headwaters Association Board of Directors.

Sec. 8. Meetings of the Board of Directors shall be held as follows: 

1. An annual meeting of the Board of Directors of the Association shall be held once a year.
2. Regular meetings of the Board of Directors shall be held monthly.
3. Special meetings of the Board of Directors may be called by the President or upon formal request in writing of five (5) of its members. 
4. Notice of the date, hour, and place of all meetings must be given to the Directors at least two days in advance. 

ARTICLE X

(Officers)

Sec. 1. The following officers shall be elected by the general membership and shall hold office for a term of two years from the date of Elections or until their successors are elected and duly qualified.  The President and Vice-President will be elected in alternate years of the secretary, treasurer and directors.

1. A President, who shall be the Chief Officer of this Association, and shall preside at its meetings and those of the Board of Directors and Executive Committee.  He/She  shall be the official spokesperson of this Association in matters of policy.  He/She shall appoint all committees, shall be an ex-office member of all committees, and shall perform all other duties usual to such office. The President may be an individual who is within the class of Builder or Associate Membership.  
2. A Vice-President who may be elected from the Builder or Associate Membership, shall in the absence of the President, or upon his/her direction, perform all of the duties of the President.  He/She shall also serve on the Executive Committee 
3. The Secretary and Treasurer or Secretary/Treasurer, who shall be elected by the general membership, shall be responsible to the Association for an accounting of all monies collected and disbursed by the Association, and shall render a semi-annual report to the Board of Directors, and an annual report to the membership.  He shall also keep a record of all the official proceedings of this Association and its Board of Directors, including the reports of special committees.  He/she shall serve on the Executive Committee and serve as Chairman of the Finance Committee.  Builder or Associate status. 
4. The Associate Advisory person shall be elected within the director voting term and shall be that of an associate membership.  He shall sit on the Board of Director with full voting powers. 

Sec. 2. The following administrative officers and staff may be employed by the Board of Directors at such rate of compensation as deemed fair and proper:

1. An Executive Officer who shall serve as the chief administrative head of this Association.  It shall be the duty of the Executive Officer to supervise the entire staff and perform such other duties as may be delegated by the Board of Directors, or the President, and all other duties usual to such office.  The Executive Officer shall be empowered to employ an adequate staff to carry on the business of the Association as instructed by the Board. 
2. A General Counsel, who shall be an attorney-at-law, licensed to practice within the territorial jurisdiction of this Association, and who shall advise the officer, directors, and committees of the Association in legal matters. 

ARTICLE XI

(Voting and Quorums)

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

1. 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 vote to be cast by a duly designated representative.
2. At meetings of the Board of Directors, members of the Board, including ex-officio members, shall have the right to vote. 

Sec. 2. A majority vote on any measure will be determined as follows:

1. A vote of 2/3 of the members present at any meeting of the membership shall carry any measure, provided the number of members in attendance at the meeting constitutes a quorum. 
2. A vote of 2/3 of the members present at any meeting of the Board of Directors in attendance at the meeting constitutes a quorum.

Sec. 3. A quorum of the membership shall consist of not less than 1/3 of the members of this Association.

1. A quorum of the Board of Directors shall consist of no less than ½ of members.

ARTICLE XII

(Elections)

Sec. 1. The Nominating Committee shall:

1. Solicit and consider the recommendations of the membership as to candidates for each office or directorship to be filled.
2. Prepare and send to all members by October meeting recommending at least one nomination for each office and directorship to be filled; having previously obtained consent of nominees to become candidates for the directorship. 
3. Present their final report on nominations of the directors at the October meeting of the membership, and their final report on nominations of officers at the October meeting of the Board of Directors.

Sec. 2. Additional nominations may be made from the floor upon a motion carried by a majority vote.  Otherwise, the nomination shall be considered closed. 

Sec. 3. Acceptance of the report of the nominating committee by the membership shall constitute election of the directors so nominated, and acceptance of the report of the nominating committee by the Board of Directors shall constitute the election of the officers so nominated.  

Sec. 4. If additional nominations are made from the floor during the October meeting, a ballot shall be sent to each member by November 1 and to be returned by no later than November 15th. The candidate receiving the most votes for one office shall be considered elected. 

ARTICLE XIII

(Committees)

Sec. 1. There may be the following committees:

1. The Executive Committee shall consist of:  The President-Chairman, Vice-President, Secretary/Treasurer, immediate past President, and a member appointed by the President from the builder membership.  This committee shall conduct the affairs of the Association in accordance with the Constitution and By-Laws, and 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 approval of the Board of Directors.   This committee shall meet upon the call of the President, the Board of Directors, or any four (4) of its members stating the time and place of meeting.  Four (4) members shall constitutes a quorum.
2. The nomination committee shall be compressed of five (5) members appointed from the membership of this Association by the president, with the approval of the Board of Directors, at least 30 days in advance of the October meeting of the membership.  The immediate past President and the current President shall be two of the five members of this committee.
3. The member committee shall be composed of ten (10) of more members, both builder and associate, and shall meet upon the call of the Chairman.  ½ of the members shall constitute a quorum.  In addition to building the membership, it shall have the responsibility of investigating all applications for membership, and recommending action of the Board of Directors.
4. The finance committee shall be composed of five (5) members, and shall meet upon call of the Chairman.  Three (3) members shall constitutes a quorum.  This committee, in cooperation with the Executive Committee, shall be charged with raising adequate funds to insure the proper functioning of the Association’s staff and activities.  The Secretary/Treasurer shall be the Chairman of this committee.
5. Nominating committee for Builder and Associate of the Year Award shall consist of the three (3) previous years’ recipient of each award, and they shall prepare a list of potential candidates for this award, and present it for vote on the Association’s October meeting. 
6. Other committees.  There shall be such other committees as may be designated by the Board of Directors or the Executive Committee; The members of which shall be appointed by the President. 

Sec. 2. Where the President does not appoint complete committee personnel, then, subject to approval by the Board of Directors, each committee Chairman shall appoint the members of his committee. 

ARTICLE XIV

(Finance)

Sec. 1. Dues and other monies collected by the 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 the Executive Officer and/or appointed member of the board. 

Sec. 2. The Board of Directors shall adopt a budget for each calendar year, and this Association shall function within the totals of such a budget.  Any expenditure in excess of such budget must be authorized by the Board of Directors.

Sec. 3. There shall be an annual audit of the finances of this Association by an independent Certified Public Accountant, and this, together with a report from the Treasurer, shall be submitted to the Board of Directors. 

ARTICLE XV

(Notices)

Sec. 1. Members shall furnish the Executive Officer with their official mailing and electronic address, and the mailing of any notice to either address shall be deemed service of such notice or notices upon them, as of the date of mailing of the same. 

ARTICLE XVI

(Rules of Procedure)

Sec. 1. Roberts’ Rules of Order shall govern the procedure of all meetings of this Association. 

ARTICLE XVII

(Amendments)

Sec. 1. This Constitution may be adopted or amended by a vote of 2/3 of the members in good standing present at any meeting.