Articles of Association and By-Laws
Of
Southwest Missouri
Code Officials
Incorporated
Articles of Association
Incorporated Under the Law of the State of Missouri
February 27, 1992
Be it known, that we, the subscribers, do hereby associate ourselves as a body politic and corporate, pursuant to the statue laws of the State of Missouri regulating the formation and organization of corporations without capital stock, and the following are our Articles of Association:
The Purposes of which said Corporation is formed are the following to wit:
A. To discuss, promote and enlarge the principles and proper practices
relating to buildings so far as concerns building regulations pertaining to
structural safety, durability, fire hazard, housing conditions, occupancy
and use, zoning, and the methods of administration thereof; to develop and
recommend a basic building code, and rules, regulations and legislation
pertaining thereto, to the maintenance and improvement of the standards
thereof, and to said all proper measures for improvement thereof.
B. To promote and enlarge educational and scientific opportunities and facilities with relation to the use of materials, equipment, and techniques of construction and to test and provide for their testing and certification; to provide ways and means of testing and certifying to al of such materials by the use of existing facilities or agencies, or establishment of a laboratory or laboratories, and the provision of funds and facilities for research by the establishment of a foundation or foundations to conduct the same; by providing for scientific exhibits and activities; all especially to help and assist governmental units, whether town, city, state or federal in the determination and application of the principles and proper practices relating to building structures and to provide information, tests and certifications to all governmental units and officers thereof, by providing and arranging for the provision of funds, transportation and facilities for the study, analysis and reporting of scientific tests, exhibits and activities.
C. Top provide efficient and equitable means for the solicitation, receipt of holding in trust or otherwise, of bequests, monies and property, either real or personal, for such educational and philanthropic purposes for the benefit of communities, governmental units and building officials, and the management of said properties or the income thereof for said purposes.
D. To promote the welfare of the practical and social intercourse in furtherance of the foregoing purposes among its members and between building officers, manufacturers, suppliers and all others interested in the furtherance of the objects of this Corporation.
To effectuate and promote its purposes, this Corporation shall have power to acquire, receive and hold monies and property, real and personal, by purchase, gift bequest or otherwise, and to sell, convey, invest and reinvest its property, and expand and distribute the same in carrying out any of its purposes and to set up special funds or foundations therefore, and it may incur and pay such reasonable expenses as are necessary in the management of its affairs.
The purposes herein set forth and the enumeration of the specific powers herein shall not be held and shall not be construed in any manner to restrict, limit or abridge the general powers of this Corporation, but this Corporation shall have all of the powers, rights and privileges given to corporations without capital stock organized under the general laws of the State of Missouri, consistent with its purposes, including the doing of business and the holding of property in any other state of territory of the United States or any foreign country where the same is not permitted.
Article V
All present and future assets of this Corporation shall be exclusively devoted in perpetuity to the educational and scientific purposes herein set forth or any of them
No officer, incorporator, committeeman, member or employee of this Corporation, or any other person, shall now or at any future time hereafter, receive or be lawfully entitled to receive any pecuniary profit from the operation of this Corporation, nor met any net earnings of this Corporation, except reasonable compensation for services and necessary travel and incidental expenditures in the furtherance of effecting of one or more of its purposes on behalf of this Corporation.
Article VI
The Corporation shall have the power to adopt by-laws which may provide for:
A. Various classes of membership and definition of the same.
B. Payment of dues by members according to class.
C. The designation of incorporators of their successors.
D. The designation and election of officers, a Board of Managers of Executive Committee, and their reasonable compensations for travel and expenditures on behalf of the Corporation in the furtherance of its purposes.
E. The holding of meetings.
F. The amendments of By-Laws or Articles of Association
G. The establishment and management of a foundation or foundations and special committees to manage and direct the same and the monies and properties thereof and of the Corporation.
H. The doing of any and other further acts in accordance with the laws under which the corporation is organized.
Article VII
The income of the Corporation shall not be accumulated for more than three (3) years without its being expended or earmarked for specific educational or scientific purposes. The Corporation shall not be confined in its investments to such as are prescribed by statue laws for the investment of trust funds, but may make such investments as are deemed conservative and for the best interests and effectuation of the purposes of the Corporation. Shuck assets as may be given or bequeathed to the Corporation may be retained for such length of time as is consistent with the directions or wishes of the donors or granters.
Upon the dissolution or termination of the Corporation, no employee, incorporator, member or committeeman thereof shall receive any profit form or share in any of the property of the Corporation, but all the property, assets or surplus of the Corporation shall be delivered to vest in an existing corporation organized for purposes as nearly similar as may be possible, and containing its charter provisions having the same effect as the provision of Article II of this Corporation.
In the case of all assets of this Corporation are expended or distributed in accordance with its purposes, then the existence of the Corporation may be terminated, in which event the incorporators and all of the officers shall be relived of all further responsibility hereunder.
The said Corporation is located in the Town of Springfield, County of Greene, and State of Missouri and the location of the principal office is Busch Building, Springfield, Missouri.
The name of the agent on whom process may be served is Stephanie Ireland, Springfield, Missouri.
(The original Articles of Association bear the following certificationJ
Dated at Springfield, Missouri, this 27th day of February 1992.
Then and there personally appeared (the aforementioned) signers of the foregoing instrument, and acknowledged the same to be their free act and deed, before me.
(Seal)
_____________________________________
Notary Public for Missouri
My Commission expires _________________________
Approved _____________________________________
1-1.0 Active Membership. Active Membership shall be open to governmental units or departments of governmental units which administer, formulate or enforce laws, ordinances, rules or regulations relating to construction, fire safety, property maintenance, development or land use.
1-2.0 Associate Membership. Associate Membership shall be open to the following:
A. Persons involved in building trades but not limited to architects, engineers,
builders and material suppliers.
B. Active Members of code administrators associations of similar scope and purpose upon approval of the Board of Directors.
C. Student Members who are individually enrolled in classes or a course of study occupying at least 12 hours of classroom instruction per week.
D. Set a limit of one associate member holding office at any one time.
1-3.0 Area Chapter.
A. Shall hold at least four meetings annually, of which two shall be
educational programs.
B. Shall submit evidence of geographic area covered, shall represent four or
More jurisdictions in that geographic area, and shall have a minimum of
20 active members who represent local government in code enforcement.
1-4.0 The purpose of this chapter shall be the advancement of professional skills of those engaged in the application or enforcement of codes. All chapters shall continue in conformity with Section 1-3.0 of these By-Laws and requirements established by the Board of Directors, and shall submit an annual report to the Board of Directors of their activities and finances. Chapter constitution and by-laws shall not be in conflict with the BOCA Constitution and By-Laws, and membership shall be open to all who administer, apply, enforce and formulate codes. Amend the bylaws to specifically state that the chapter supports the adoption of the International Codes.
The Board of Directors may, from time to time, adopt, amend or repeal further requirements for chapter by-laws.
1-5.0 Application for Membership. The Board of Directors shall prescribe the form of application for all classes of membership, and the endorsement thereof. Applications shall be sent to the executive offices of this Corporation. The qualification of the applicant for the classification of the membership indicated on the application shall be verified before the membership is accepted.
1-5.1 Certificate of Membership. Each active member of this Corporation shall receive and shall be entitled to retain, while a member in good standing, a Certificate of Membership in a form prescribed by the Board of Directors.
1-5.2 Scale of Dues. The annual dues for each class of membership shall be established by the Board of Directors and approved by general membership. Equalize dues between code official members and associate members to $15.00 per year, while maintaining a differentiation between the two types of members. For chapter-originated seminars for which there is a fee, charge non-chapter members $15.00 more than chapter members. For example, if the cost were $15.00 for members, the cost would be $30.00 for non-members of the chapter. Or if the seminar were free for members, the cost would be $15.00 for non-members.
1-5.3 Payment of Dues. Dues shall be payable on the date established by the Board of Directors, payable with application and due January 1st thereafter.
1-5.4 Default in Payment. No person shall be considered in good standing, or be qualified to exercise membership participation or entitled to receive any privilege of membership, who is in default in payment of Corporation dues for three months, except as may be extended by the Board of Directors.
1-5.5 Membership Benefits. Members shall receive such publications, services and other benefits as may be determined by the Board of Directors.
1-5.6 Removal from Membership. The Board of Directors may remove from membership any member for cause who has demonstrated disregard for these By-Laws, objectives and Code of Ethics of this Corporation.
2-1.0 Active and Associate members who are designated and qualified according to the provisions of these By-Laws shall be permitted to make motions and to vote at the Business Meetings of this Corporation. At no time shall voting by proxy be permitted. Should a written ballot on any issue be called at a meeting of this Corporation, it shall require a two-third?s approval of the Representatives of Active and Associate Members present and voting.
2-2.0 Establish that only code official officers and board members may vote on any business before the board ? associate officers and boards members may not vote.
2-3.0 All classes of membership shall be entitled to make motions on proposed code changes to be submitted to BOCA within the rules established.
2-4.0 Privileges of the Floor. All individuals present shall be entitled to the Privileges of the Floor for discussion at all meetings of this Corporation within the rules established.
3-1.0 The Certificate of Incorporation filed with the State of Missouri under the laws thereof requires that the Board of Directors meet annually to ratify all acts and actions of the Board of Directors by resolution.
3-2.0 The Board of Directors shall meet annually at a time and place designated by the President. A majority of the Board of Directors shall constitute a quorum.
3-3.0 Develop a chapter web site as a communication tool between the chapter and members, between members, and as a means for other individuals and organization to contact the chapter. It could contain information of scheduled events, news of general interest, job vacancies, and other announcements. Links to other jurisdictions and code related web sites would be included. A message board could also be provided for topics of interest to members.
4-1.0 Special Meetings. Special meetings of the members may be called at any time by the President with approval of two-thirds of the Board of Directors. The Secretary/Treasurer shall call a special meeting upon the receipt of a valid petition, specifying the purpose of the special meeting.
A 5-day written notice shall be given of all special meetings and such business to be conducted, specifying the time and place of such special meetings.
5-1.0 Officers. The Officers of this Corporation shall consist of a President, Vice President, Secretary and Treasurer (elected for the Representatives of Active and/or Associate Members), and the Immediate Past President eligible. At no time shall more than two officers be elected from the Associate Membership. Such Officers shall hold office for a period of one year beginning on the first day of the month following their election, or until their successors are duly elected and qualified. Officers? tenure shall be limited to two years in each office, except as provided for elsewhere in these By-Laws. Present officers will continue in office until 01/01/04. Elections for new officers will take place on or before October 01, 2003.
5-2.0 Duties of President. The President shall preside at all meetings of the Corporation and shall appoint or replace all chairpersons and members of committees not otherwise specifically provided for herein. The President shall perform all other such usual duties as are performed by the president of a corporation. The President shall, with the approval of the Board of Director?s, have the power to appoint a corresponding secretary to assist in the performance of the President?s duties.
5-3.0 Duties of Vice President. The Vice President shall act and perform the duties of the President during the latter?s absence from any meetings of this Corporation or the Board of Directors, or by vote of the Board of Directors in case of disability of the President, and shall assist the President in the conduct of the office of President.
5-4.0 Duties of Secretary. The Secretary shall be responsible for keeping the minutes ad records of meetings, maintaining correspondence. The Treasurer shall be responsible for receiving and dispensing of funds, supervising financial affairs, approving expenditures as provided by resolution of the Board of Directors, and generally performing such official duties of a Treasurer of a corporation.
5-4.1 All checks are required to have two (2) signatures for all approved disbursement of funds. All officers shall be authorized to sign checks.
5-5.0 Duties of Immediate Past President. The Immediate Past President shall serve as Chairman of the Nominations Committee. He shall, when called upon, give advice and counsel to the Officers and Board of Directors.
5-6.0 Officers. The Officers shall have authority to act in such matters as are specifically delegated by the Board of Directors. The Secretary of this Corporation shall take and keep full and accurate minutes of all meetings and submit same to the members of the Board of Directors. The Officers shall have authority to take such action, as they deem prudent in the furtherance of the general objectives of this Corporation, reporting such actions to the Board of Directors at its next meeting. The Officers shall meet at least quarterly at a date and place designated by the President.
6-1.0 Governing Body. The property, business and affairs of this Corporation shall be managed and transacted by a Board of Directors composed of the following: President, Vice President, Secretary and Treasurer and the Immediate Past President eligible.
6-2.0 Ineligible or Vacancy. Except as otherwise provided in these By-Laws, if a member of the Board of Directors shall become ineligible for continued service, the Board of Directors may fill such vacancy for the un-expired term. Such appointment shall be in conformance with these By-Laws.
6-3.0 Election. The Board of Directors shall fix rules governing the conduct of elections and copies thereof shall be provided to any member requesting a copy.
6-4.0 Committee Advisors. The President of this Corporation may invite chairpersons of committees, member of the staff and any other persons the President considers desirable to attend meetings of the Board of Directors in an advisory capacity. The Board of Directors may make arrangements with other organization for reciprocal representation at meetings of their governing bodies in an advisory capacity. These persons or advisors shall not have voting privileges in such meeting.
6-5.0 Vote of Committee. All actions of the Board of Directors shall require a vote of a majority of those present.
7-1.0 Sum of Money. The sum of money determined never to be less than ($2,000) Two Thousand Dollars, be set a side in a dedicated account or accounts. This account or accounts to be hereafter known as the Scholarship Fund. All accrued interest shall be allocated and dedicated to the increase of the principal of the Scholarship Fund.
7-1.1 Scholarship Committee. That the Scholarship Committee consisting of Three (3) members of the Association be appointed by the President. One member of the Committee to come from the current Board of Directors and two from the membership at large. Each member to serve for a term of three years. Initial appointments to be made so that only one member shall be up for appointment or reappointment annually (3-2-1). Starting with year four only one member shall be up for appointment or reappointment annually. It shall be the responsibility of this committee to award the following scholarships or grants annually.
7-1.2 Disbursements. That the disbursements from the Scholarship Fund may be allocated distributed and prioritized in the following manner.
A. That a minimum of one scholarship be awarded annually to a son, daughter, grandson or granddaughter of an active or retired Building Official. To qualify, a Building Official must have been a member of this Association for three (3) consecutive years with all dues paid up to date.
B. That in the absence of the applications of the above category being fulfilled, it shall be at the discretion of the Board of Directors to instruct the Scholarship committee to award a minimum of one grant to a Technical/Vocational School in the name of the Association. These grants shall be awarded to students who are pursuing courses, which are related to the construction industry.
7-2.0 Selection Factors. The recommendations for priority of award are based on three selection factors: financial need, scholastic aptitude, and potential to succeed. Each factor is weighted based on significance with financial need rated the highest at 3 followed by scholastic aptitude at 2 and then potential at 1. Each applicant is ranked in each factor from 5 (highest) to 1. The ranking is multiplied by the weight to arrive at the number of points for each factor and then totaled for the three factors to come up with the grand total of points for each applicant. Priority of making awards can then be determined based on the number of total points.
7-2.1 Financial Needs. This factor has the highest weight of 3. The range is primarily based on family income but other factors such as other income sources (relative, scholarships, etc.), number of children in the family, etc. is also considered. The range is from 5 to 1 with a 5 being the most needy. The maximum points for this factor would be 15.
7-2.2 Scholarship Aptitude. This has a weight of 2. The scale from 5 to 1 is based on Grade Point Average (GPA). A GPA above 3.5 scales 5 points and a GPA below 2.5 will scale only 1 point. The maximum points for this factor would be 10.
7-2.3 Potential To Succeed. This factor has a weight of 1. The range of from 5 to 1 with 5 being the most impressive is based on such things as extracurricular activities, outside interests, summer employment, letter of recommendation, leadership ability, etc. A most impressive individual could receive a maximum of 5 points under this factor.
SMCO Articles of Assoc 1106