{"id":191,"date":"2022-05-03T14:53:34","date_gmt":"2022-05-03T14:53:34","guid":{"rendered":"https:\/\/www.wbcnet.org\/?page_id=191"},"modified":"2023-12-14T11:08:54","modified_gmt":"2023-12-14T16:08:54","slug":"wbc-bylaws","status":"publish","type":"page","link":"https:\/\/www.wbcnet.org\/resources\/wbc-bylaws\/","title":{"rendered":"WBC Bylaws"},"content":{"rendered":"\n
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ARTICLE 1 – NAME<\/span><\/strong><\/p>\n

1.1<\/strong> The name of the organization shall be WASHINGTON BUILDING CONGRESS, INCORPORATED, not-for-profit membership corporation
\u00a0 \u00a0 \u00a0 \u00a0hereinafter referred to as the WBC.<\/p>\n

ARTICLE 2 – TERRITORY<\/strong><\/span><\/p>\n

2.1 Territory<\/strong>
The particular territory of its activities shall be the District of Columbia regional area.<\/p>\n

ARTICLE 3 – OBJECTIVES<\/span><\/strong><\/p>\n

3.1 Objectives<\/strong>
The objectives of the WBC shall be to unite individuals, firms, corporations, government agencies, institutions and associations engaged or interested in the building and construction industry with the goal of promoting the general welfare of the industry by means of:<\/p>\n

3.1.1 – A joint assembly created to represent and speak for the industry as a whole.
3.1.2 – An open forum provided for the consideration and development of consensus viewpoints.
3.1.3 – Cooperative efforts to solve common problems.
3.1.4 – Dissemination of accurate and reliable information of interest and value to the industry.
3.1.5 – Promotion of ethical and fair practice within the building and construction industry.
3.1.6 – Participation in the legislative process on issues affecting the industry.
3.1.7 – Promotion of craftsmanship in the trades.
3.1.8 – Promotion and support of good relationships between industry participants.<\/p>\n

ARTICLE 4 – MEMBERSHIP<\/span><\/strong><\/p>\n

4.1 General:<\/strong><\/p>\n

4.1.1 – Members must be engaged or interested in the building and construction industry.<\/p>\n

4.2 Classes of Membership<\/strong><\/p>\n

4.2.1 – Individual
4.2.2 – Corporation, Company, Partnership, or Association
4.2.3 – Government Official
4.2.4 – Institutional, Trade Association and Educational Institution
4.2.5 – Life
4.2.6 – Honorary<\/p>\n

4.3 Qualifications for Membership<\/strong><\/p>\n

4.3.1 – Individual:<\/p>\n

A. Individuals conducting a business or profession in their own names or in the names of others.
B. Executives or employees of a partnership or association<\/p>\n

4.3.2 – Any corporation, company, partnership, or association.<\/p>\n

4.3.3 – Individual holding office in a real estate, building and construction agency of the federal, state or municipal government.<\/p>\n

4.3.4 – Individual who holds responsible position in real estate, building and construction in any hospital, university, professional or trade
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 association.<\/p>\n

4.3.5 – Life: Retired members or WBC staff may be designated by the Board of Directors.<\/p>\n

4.3.6 – Individual who has made an outstanding contribution of service or accomplishment in the industry may be designated an Honorary
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 Member by the Board of Directors.<\/p>\n

4.4 Termination of Membership<\/strong><\/p>\n

4.4.1 – Membership may be terminated when<\/p>\n

A. Such member has failed to pay dues within ninety (90) days of the due date.<\/p>\n

B. By two-thirds (2\/3) vote of the Board of Directors if a member is found to have acted in a manner at variance with the bylaws and
\u00a0 \u00a0 objectives of the WBC, provided that in such event and before action is taken by the Board of Directors, such member shall be
\u00a0 \u00a0 given the opportunity to appear in person or be represented before the board in defense of the actions giving rise to the
\u00a0 \u00a0 proposed action.<\/p>\n

ARTICLE 5 – DUES, FEES AND ASSESSMENTS<\/span><\/strong><\/p>\n

5.1 Amount of Annual Dues:<\/strong><\/p>\n

5.1.1 – Dues shall be established by the Board of Directors, by a majority vote and following not less than thirty days\u2019 notice to the
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 membership of any proposed increase. The Board may fix, before the end of any fiscal year, the annual dues to be paid for each
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 category of member for the immediately succeeding fiscal year. The Board of Directors may waive such fees, for membership
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 representatives from Public agencies when they believe it to be in the association\u2019s best interests.<\/p>\n

5.2 Period of Annual Dues: <\/strong><\/p>\n

5.2.1 – Dues shall be due and payable to the WBC on the first day of each fiscal year.<\/p>\n

5.3 Fiscal Year:<\/strong><\/p>\n

5.3.1 – The fiscal year of the WBC shall be from October 1 to September 30.<\/p>\n

ARTICLE 6 – OFFICERS<\/span><\/strong><\/p>\n

6.1 Officers<\/strong><\/p>\n

6.1.1 – The officers of the WBC shall consist of a Chairman of the Board, Chairman-Elect, three Vice-Chairmen, a Secretary, a Treasurer, and
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0Immediate Past Chairman. In addition, the Board of Directors shall have the authority to establish other offices, with such
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0responsibilities as may be assigned by the Board, to be filled by election of the membership.<\/p>\n

6.2 Election and Term of Officers<\/strong><\/p>\n

6.2.1 – Each officer of the Association shall be elected to the position by a majority vote (by voice or by ballot) of the membership present
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 at the Annual Meeting from a slate of officers and directors presented by the Nominating Committee. The proposed slate of officers is
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 to be presented to the membership at least 30 days in advance of the annual meeting. The Chairman of the Board, Chairman-Elect,
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 (shall serve for a term of one year) Vice Chairmen, (may serve for a concurrent term of 3 years) Secretary and Treasurer (may serve for
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 two concurrent years) and Immediate Past Chairman shall be installed October 1 following the Annual Meeting of the association and
\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 continuing until a successor is elected and installed.<\/p>\n

6.3 Chairman of the Board<\/strong><\/p>\n

6.3.1 – Duties: The Chairman of the Board shall preside at all meetings of the general membership, Board of Governors, and Board of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0\u00a0 Directors, voting only in the event of a tie; shall sign contracts and agreements to which the WBC is a party; have charge of and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 exercise general supervision over the offices and employees of the WBC; and shall perform all duties usual and incidental to the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 office.<\/p>\n

6.3.2 – Authority: The Chairman of the Board shall act as spokesperson of the WBC and as its representative at meetings with other
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 organizations and committees, unless otherwise delegated by the Board of Directors. The Chairman of the Board shall not obligate or
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 commit the WBC unless the obligation or commitment has been specifically authorized by the Board of Directors.<\/p>\n

6.4 Chairman-Elect<\/strong><\/p>\n

6.4.1 – Duties: The Chairman-Elect shall possess all the powers and perform all the duties of the Chairman of the Board in the event of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 absence of the Chairman of the Board or of the Chairman\u2019s disability, refusal, or failure to act and shall perform such other duties as
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 are properly assigned by the Board of Directors or the Chairman of the Board. The Chairman-Elect shall appoint committee chairs for
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the succeeding fiscal year.<\/p>\n

6.4.2 – Succession: The Chairman-Elect shall succeed to the office of Chairman of the Board upon expiration of the term of office of the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Chairman of the Board.<\/p>\n

6.5 Vice Chairmen<\/strong><\/p>\n

6.5.1 – Duties: The Vice Chairmen shall possess all the powers and perform all the duties of the Chairman-Elect in the event of absence of the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Chairman-Elect or of the Chairman-Elect\u2019s disability, refusal, or failure to act and shall perform such other duties as are properly
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 assigned by the Board of Directors or the Chairman of the Board. A vote by the Board of Directors will select the Vice Chairman to fill
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0this temporary assignment.<\/p>\n

6.5.2 – Succession: One of the three Vice Chairmen shall succeed to the office of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Chairman-Elect upon expiration of the term of the office of the Chairman-Elect, by a vote of the general membership.<\/p>\n

6.6 Secretary<\/strong><\/p>\n

6.6.1 – Duties: The Secretary shall direct the issuing of all notifications; the keeping of minutes of meetings of the general membership,
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board of Directors and Board of Governors.<\/p>\n

6.7 Treasurer<\/strong><\/p>\n

6.7.1 – Duties: The Treasurer shall report to the current financial condition of the WBC to each meeting of the Board of Directors and Board
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 of Governors; supervise the budget, dispersing of funds, financial transactions, accounts and records of the WBC.<\/p>\n

6.7.2 – Authority: The Treasurer shall be a member of the finance committee and act as chair of that committee.<\/p>\n

6.8 Immediate Past Chairman<\/strong><\/p>\n

6.8.1 – Duties: The Immediate Past Chairman shall serve as an ex-officio member of the Executive Committee, will chair the Past Chairman\u2019s
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Council, the Nominating Committee, and the Washington Building Congress Foundation.\u00a0 The Immediate Past Chairman will be a full
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0voting member of the Board of Directors.<\/p>\n

ARTICLE 7 – BOARD OF DIRECTORS<\/span><\/strong><\/p>\n

7.1 Membership of the Board of Directors<\/strong>
The Board of Directors shall consist of not less than eleven and not more than twenty voting members, each of who shall be a member in good standing, as follows:<\/p>\n

7.1.1 – The elected Officers of the WBC; Chairman of the Board, Chairman-Elect, Three (3) Vice Chairman, Secretary, and Treasurer;<\/p>\n

7.1.2 – At least three and not more than twelve Directors elected at large by the membership, the specific number of which shall be
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0determined by the Board of Directors, to three-year terms, staggered so that not more than four of such Directors are elected each
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 year. In the event that the number of current Directors is less than the maximum authorized by these bylaws, the Board of Directors
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 may vote to add no more than three new members in addition to the seats up for election;<\/p>\n

7.1.3 – Immediate Past Chairman;<\/p>\n

7.1.4 – President and Chief Executive Officer, without vote.<\/p>\n

7.2 Election and Terms of Directors<\/strong>
Each director of the Association shall be elected to the position by a majority vote (by voice or by ballot) of those present at the Annual Meeting from a slate of officers and directors presented by the Nominating Committee. The nominations shall be presented to the membership at least 30 days in advance of the Annual Meeting. Directors will serve staggered three-year terms, with no more than three expiring each year to ensure continuity, or until a successor is elected and installed.<\/p>\n

7.3 Powers and Duties<\/strong>
The management, direction, control and administration of the property, affairs and business of the WBC shall be vested in the Board of Directors, which shall exercise all authority, rights and powers granted to it by the laws of the District of Columbia and by these bylaws. The Board of Directors shall have the power to fill, and shall fill, all vacancies occurring among the Officers and Directors until the next Annual Meeting.<\/p>\n

7.4 Custodianship<\/strong>
The Board of Directors shall be and act as the custodian of the properties and interests of the WBC except those specifically placed by these Bylaws in the custody of or under administration of the Treasurer. Within the appropriations made therefore, the Board of Directors shall do all things required and permitted by these Bylaws to forward the objectives of the WBC.<\/p>\n

7.5 Delegation of Authority<\/strong>
Neither the Board of Directors nor any officer or director of the WBC shall delegate any of the authority, rights or power conferred by law or these Bylaws, unless such delegation is specifically prescribed or permitted by these Bylaws, is approved by the Board of Directors and is not contrary to law.<\/p>\n

7.6 Meetings of the Board of Directors<\/strong><\/p>\n

7.6.1 – Meetings Not Required: The Board of Directors may transact business in any of the following ways: (1) by actually meeting in a regular
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 or special meeting; (2) by conference telephone call in which each member may hear all of the others; or, (3) if not otherwise
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 prohibited by law, by written consent of each member entitled to vote at a meeting.<\/p>\n

7.6.2 – Regular Meetings: The Board of Directors shall hold regular meetings at least quarterly and up to six times per year. All board
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 members must attend the meetings unless excused by the Chairman of the Board. If two meetings are missed, it may be grounds for
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 termination under Article 7.8.2.<\/p>\n

7.6.3 – Officer Pro Tem: In the absence of the Chairman of the Board, Chairman-Elect, Vice-Chairmen, the Secretary or the Treasurer, the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board of Directors shall elect from its membership an officer pro tem. Each such officer shall serve until the regularly elected officer is
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 able to act, and during such period shall perform the duties and exercise the authority of the office.<\/p>\n

7.7 Committees of the Board<\/strong><\/p>\n

7.7.1 – Executive Committee: The Board of Directors shall have the authority to establish an Executive Committee composed of the elected
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 officers, the immediate Past Chairman, and the President & CEO (without vote) which shall have full power and authority to act for the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board of Directors between meetings thereof; provided, that the Executive Committee shall not have the authority to adopt or amend
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the budget, or to authorize any expenditures from the WBC\u2019s reserves; to amend the Bylaws or the rules and policies adopted by the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board, except as provided in these Bylaws; to purchase, sell or mortgage real property; to form an affiliation; to establish dues or
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 assessments; or to fill a vacancy among the officers or directors, unless such action has been specifically authorized by the Board.
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 All actions of the Executive Committee shall be recorded in the minutes of the Board and shall be reported to the next meeting of the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board. A majority of its voting members shall constitute a quorum, and the Executive Committee may take action as provided in
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 paragraph 7.6.1.<\/p>\n

7.7.2 – The Finance Committee shall consist of the Chairman of the Board, Chairmen-Elect, Immediate Past Chairman, President and the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Treasurer. The Finance Committee shall prepare the annual budget and advise the Board on the financial matters of the Association.<\/p>\n

7.7.3 – The Nominating Committee shall consist of five (5) members appointed by the Chairman of the Board, and chaired by the Immediate
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Past Chairman, to serve during his or her term year. While members of the Nominating Committee may be members of the Past
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Chairman\u2019s Council, the Board of Governors\u2019 or the membership at large, no member of the Committee, other than the Chairman,
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 may be a current officer or member of the Board of Directors. It shall be the duty of the Nominating Committee to present a slate of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 candidates bearing one name for each office and one name for each vacancy on the Board of Directors to the membership at least
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 30 days in advance of the Annual Meeting.<\/p>\n

7.7.4 – Other Committees of the Board. The Board of Directors shall have the authority to establish other committees from among the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 members of the Board, and to delegate specific responsibilities thereto, subject to the same limitations of the Executive Committee.
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Any such delegations shall be made in writing and recorded in the minutes of the Board, and any actions taken by such committees
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 on behalf of the Board shall be reported to the Board and recorded in the minutes of the Board.<\/p>\n

7.8 Termination of Board Membership<\/strong><\/p>\n

7.8.1 – Membership on the Board of Directors shall automatically terminate at the start of the new fiscal year following completion of the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 member\u2019s term, unless elected to serve as an officer.<\/p>\n

7.8.2 – By two-thirds (2\/3) vote of the Board of Directors, if a Board member is found to have acted in a manner inconsistent with or contrary
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 to the rules, principles, values, or objectives of the WBC, provided that in such event and before action is taken by the Board of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Directors, such member shall be given the opportunity to appear in person or be represented before the Board in defense of the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 actions giving rise to the proposed action.<\/p>\n

ARTICLE 8 BOARD OF GOVERNORS<\/span><\/strong><\/p>\n

8.1 Membership<\/strong>
The Board of Governors shall consist of the Board of Directors; all Past Chairmen; Chairs of all standing and special committees; and such other members as the Chairman shall nominate, each of whom shall be a member in good standing and have the right to vote.<\/p>\n

8.2 Appointments<\/strong>
Appointments by the Chairman of the Board shall be such that the full scope of the membership at large shall have representation on the Board of Governors: Investment, Design, Construction, Material Supply, Labor and General Interest. The Chairman of the Board may also appoint non-voting affiliated association representatives to the Board of Governors.<\/p>\n

8.3 Term<\/strong>
The term of office of appointed members of the Board of Governors shall be concurrent with the term of the Chairman of the Board who appointed them. Affiliated association representatives are appointed by the Chairman of the Board to a one-year term.<\/p>\n

8.4\u00a0 Powers<\/strong>
The Board of Governors shall provide advice and counsel to the Board of Directors, approve all changes to these Bylaws and shall further the objectives of the WBC.<\/p>\n

8.5 Meetings<\/strong>
The Board of Governors shall meet not less than semi-annually. A quorum shall consist of one-third of the members.<\/p>\n

ARTICLE 9 – MEETINGS OF THE GENERAL MEMBERSHIP<\/span><\/strong><\/p>\n

9.1\u00a0Meetings<\/strong><\/p>\n

9.1.1 – Annual Meeting:\u00a0 The WBC shall hold an annual meeting for the purpose of nominating and electing officers and directors to succeed
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 those whose terms are about to expire; for receiving the annual reports of the Board of Directors, the Treasurer and other officers and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 for the transaction of such other business as may be appropriate.<\/p>\n

9.1.2 – Regular Meetings:\u00a0 The Board of Directors shall determine the extent to which regular meetings of the WBC shall be held, and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 establish the schedule and frequency thereof.<\/p>\n

9.1.3 – Special Meetings:\u00a0 A Special Meeting may be called by the Chairman of the Board, the Board of Directors, the Board of Governors, or
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 by written request to the Secretary by fifty members in good standing.\u00a0 The meeting must be held within thirty days of the call for the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 meeting.<\/p>\n

9.2 Notice, Quorum, Minutes<\/strong><\/p>\n

9.2.1 – Notification of regular or special meetings must be communicated to the general membership not less than ten days prior to the
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 meeting.\u00a0<\/p>\n

9.2.2 – Quorum: Twenty member companies of the WBC entitled to vote shall constitute a quorum for the transaction of business at any
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 regular or special meeting.\u00a0 A majority of the Board of Directors shall constitute a quorum.\u00a0 One-third of the Board of Governors and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 affiliated association representatives shall constitute a quorum.<\/p>\n

9.2.3 – Voting:\u00a0 A simple majority of the members present and voting at a meeting shall be required for approval or affirmation.<\/p>\n

9.2.4 – Committees:\u00a0 Each committee shall determine its own rules of conduct.<\/p>\n

9.2.5\u00a0– Minutes of Meetings:\u00a0 Written minutes of every Board of Directors and Board of Governors meeting of the WBC at which business is
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 conducted, recording the matters before the meeting and every action taken thereat or pursuant to a mail ballot, shall be kept on
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 record at the executive offices.<\/p>\n

ARTICLE 10 – PRESIDENT AND CHIEF EXECUTIVE OFFICER<\/span><\/strong><\/p>\n

10.1.1 – Appointment and Status:\u00a0 The President and CEO shall be the chief operating executive of the WBC, who shall be appointed by
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0the Board to serve on a full-time basis.\u00a0 The President and CEO shall report to and be subject to the general direction of the Board of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0\u00a0\u00a0 \u00a0 Directors, and shall act as an Assistant Secretary and an Assistant Treasurer, subject to any limitations established by the Board.<\/p>\n

10.1.2 – Duties:\u00a0 The President and CEO shall be responsible for the general management and administration of the day-to-day activities and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0\u00a0 affairs of the WBC; for carrying out the policies and directives of the Board of Directors; and for performing such other
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0 responsibilities as may be specifically assigned by the Board and Officers.\u00a0 Duties shall include growing the membership and
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0 maintaining a healthy financial budget.<\/p>\n

10.1.3\u00a0– Authority:\u00a0 Within the amounts appropriated therefore, the President and CEO shall have the authority to engage, set the terms
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 of employment for, and discharge those employed by the WBC, and to take any action or execute any documents which may be
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 taken or executed by virtue of the position.<\/p>\n

10.1.4\u00a0– Reports:\u00a0 The President and CEO shall make periodic reports to the Board of Directors and an annual report to the membership
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0concerning the activities and affairs of the WBC, including any recommendations thereon.<\/p>\n

10.1.5 – Employment Terms: The terms of employment of the President and CEO shall be established by the Board of Directors and reviewed
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0by the Board not less than every three years.\u00a0 Interim adjustments of salary and benefits may be made by the Executive Committee,
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 and the Executive Committee shall have the authority to discharge the President and CEO, subject to any contract rights.<\/p>\n

10.1.6 – Each year, approximately 30 days prior to the end of the fiscal year, the Chairman of the Board and the Chairman Elect will meet with
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 \u00a0the President to review the past year and plan for the upcoming year. This review meeting is to discuss the past years performance
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 and plans and objectives for the\u00a0coming year. The President is responsible to perform similar reviews with staff members.\u00a0 Salary,
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 benefits and bonus shall be adjusted based upon Article 10.1.2.<\/p>\n

ARTICLE 11 – GENERAL PROVISIONS<\/span><\/strong><\/p>\n

11.1\u00a0\u00a0 Records Open to Members<\/strong><\/p>\n

The correspondence and minute books, the Secretary and the Treasurer\u2019s books of account and records, except confidential matters relating to membership applications and bestowal of honorary memberships, shall be open to inspection at the executive offices of the WBC during the business hours fixed by the Board of Directors, by any member in good standing if requested in writing.<\/p>\n

11.2\u00a0\u00a0 Parliamentary Authority<\/strong><\/p>\n

Robert\u2019s Rules of Order (revised) shall govern the proceedings of the WBC and its component parts with respect to matters not specifically provided for in these Bylaws.\u00a0<\/p>\n

11.3\u00a0\u00a0 Liability, Indemnification and Insurance<\/strong><\/p>\n

11.3.1 – Liability:\u00a0 In the absence of misconduct, fraud or bad faith, the present and former officers, directors and employees of the WBC
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 shall not be personally liable for its debts, obligations or liabilities.<\/p>\n

11.3.2 – Indemnification.\u00a0 To the greatest extent authorized or permitted by law, the WBC shall defend, indemnify and hold harmless any
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 person from and against any and all liability, settlements, costs and expenses, including attorneys\u2019 fees, actually and necessarily
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 incurred in connection with or resulting from the defense or appeal of any civil or criminal action, suit or proceeding in which such
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 person may become involved as a party, witness o otherwise by reason of such person\u2019s position as a present or former officer,
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 director or employee of the WBC or in any other capacity at the request of the WBC; provided that such person shall have acted in
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 good faith for a purpose which he or she reasonably believed to be in the best interests of the WBC; has discharged the duties of his
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 or her position with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 circumstances in like positions or has acted on the advice of counsel; and in criminal actions or proceedings, shall have had no
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 reasonable cause to believe his or her conduct to be unlawful.<\/p>\n

11.3.3 – Insurance:\u00a0 The Board of Directors may authorize the purchase and maintenance by the WBC of such insurance on behalf of
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the present and former officers, directors, employees and persons acting in any other capacity at the request of the WBC as may
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 protect them against any liability asserted against them in such capacity, whether or not the WBC would have the power to
\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 indemnify such persons under applicable law.<\/p>\n

ARTICLE 12 – DISSOLUTION<\/span><\/strong><\/p>\n

12.1\u00a0\u00a0 Dissolution<\/strong><\/p>\n

The WBC shall use its funds only to accomplish the objectives specified in the Constitution and Bylaws and no part of said funds shall inure, or be distributed to the members.\u00a0 On dissolution of the WBC, either voluntarily or involuntarily, any assets remaining shall be distributed by the Board of Directors to one or more regularly organized and qualified associations with objectives similar to those of the WBC, or as otherwise provided by law.<\/p>\n

As Amended & Approved by the Board of Directors July 14, 2021<\/em><\/p>\n<\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

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