By-Laws

ARTICLE l. Name
Section 1.
This association shall be known as the Construction Industries Wholesalers Association, Inc.

ARTICLE II. Object
Section 1.
The objects of the association are: to provide help, guidance, and counseling in all matters regarding sales tax matters for both distributors and contractors; to fight governmental injustice; to promote acquaintance; to collect and transmit to and among its members all manner of useful information.

ARTICLE III. Membership
Section 1.
Any individual, partnership, or corporation engaged in providing the Construction Industry through wholesale distribution is eligible for active membership.

Section 2.
Any member of this association shall be entitled to one vote. There shall not be cumulative voting nor voting by proxy.

Section 3.
Individuals, partnerships, and corporations may, from time to time, be elected to membership in such manner and subject to conditions, regulations and limits, as prescribed hereby and contained in the By-Laws, in force at the time of such election.

Section 4.
Each member shall designate one representative whose duty it shall be to act for the member in all relations with the association, and one alternate.

Section 5.
Any individual, partnership, or corporation shall be proposed for membership by an active member in good standing. The chairman of the membership committee shall present the application to the Secretary for transmission to the officers and Board of Trustees to pass on the eligibility of the applicant.

Section 6.
Each member of the association shall pay the association annual dues as set forth. The amount of dues to be determined by the Officers and Trustees. Dues to be payable on a yearly basis. Fiscal year to run concurrent with calendar year.

Section 7.
The Treasurer shall notify the membership of all dues as they become payable and any member failing to pay such dues within a period of sixty (60) days after they are due shall be suspended and not be entitled to the benefits of membership. The Treasurer shall report to the Officers the name of the member whose dues are unpaid and that he is no longer entitled to the benefits of membership, and unless his dues are paid within thirty (30) days following such notice, his membership shall cease. However, nothing provided in these By-Laws shall prevent the Officers from reinstating such member upon a showing of good cause for such nonpayment of dues.

ARTICLE IV. Government
Section 1.
This association shall be governed by its Officers and Trustees consisting of the President, Vice President, Treasurer and eight (8) Trustees. Additional Trustees may be elected up to two per industry as they join CIWA. The Past President shall automatically become a trustee for two (2) successive terms of two (2) years each, following his term of office as President. The term of office of all Officers shall be two (2) years or until their successors are elected and qualified.

Section 2.
The election of Officers and trustees shall be by ballot at the Annual Meeting of the association.

Section 3.
Neither the Officers nor any agent of this association shall have power or authority to bind or obligate the association for the payment of any money or the performance of any duty involving expense in excess of the sums in the possession of the association not otherwise appropriated at the time of incurring such obligation.

Section 4.
The Trustees shall each serve a term of two (2) years or until their successors are elected and qualified. The Trustees shall be elected in such a manner that no more than one half are elected each year.

Section 5.
Removal of any Trustee(s) or Officer(s) with or without cause shall be by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees and Officers at a meeting specially called for the purpose and upon proper notice to all members.

ARTICLE V. Meetings
Section 1.
The Annual Meeting shall be held prior to June 1st, and at such time and place as may be selected by the Officers and Trustees.

Section 2.
Special meetings may be called by the President.

Section 3.
The presence of two-thirds of the members of the Board at any meeting shall constitute a quorum, and a majority vote thereof shall constitute action by the membership; provided, however, that any amendment affecting the Articles of Incorporation or By-Laws shall require a two-thirds vote of the membership present.

Section 4.
An annual Board Meeting of Officers and Trustees is to be held prior to the first regular meeting of the year and may, at the option of the President, include Committee Chairmen.

ARTICLE VI. President
Section 1.
The President shall be the Chief Executive Officer of this association and shall preside at its meetings. It shall be his duty to enforce the Articles of Incorporation and By-Laws; to direct the work of each Officer and committee and to perform such other duties as may be delegated to him. He shall be, ex-officio, a member of all committees.

Section 2.
The President shall cast the deciding vote at any meetings where there is a tie.

Section 3.
The President shall appoint a nominating committee of four (4), the chairman of the committee to be the immediate Past President.

Section 4.
All standing committee appointments are to be made at the annual Board Meeting by the President.

ARTICLE VII. Vice President
Section 1.
In the absence of the President, the Vice President shall assume and perform all the duties of the President.

ARTICLE VIII. Treasurer
Section 1.
The Treasurer shall have custody of all monies and other property belonging to the association.

Section 2.
He shall make such disbursements for conducting the finances of the association as may be approved by the Officers and Trustees, retaining proper vouchers therefore.

Section 3.
He shall keep accurate accounts and render a full report at the Annual Meeting.

Section 4.
He shall attend to the collection of the dues of the members.

ARTICLE IX. Secretary
Section 1.
The Secretary shall attend all meetings of the association and shall keep accurate records of all transactions of the association, other than financial, and conduct all correspondence as directed by the President.

ARTICLE X. Qualifications
Section 1.
No person shall be elected to any office of this association who is not a representative of any member in good standing.

Section 2.
Any officer of this association ceasing to be a member shall automatically cease to hold any office, and his successor shall be elected at the next meeting or at a special meeting called for that purpose.

ARTICLE XI. Amendments
Section 1.
The Certificate of Incorporation or the By-Laws may be amended from time to time only upon sixty (60) days notice to the members entitled to vote for the election of Trustees and Officers at a meeting specially called for the purpose.

ARTICLE XII.Dissolution
Section I.
If, for any reason, the association should be required to dissolve or in the best interest of the members dissolution becomes appropriate, the Board of Trustees shall recommend that the corporation be dissolved, adopt a plan of dissolution which shall then be submitted to the members entitled to vote at a meeting called for the purpose for their approval.

Section 2.
Dissolution shall be in general accordance with N.J.S.A. 15A:12-1 et seq.

© Copyright 2001 Construction Industries Wholesalers Association, Inc. All Rights Reserved.