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MSHI Bylaws

Article I

Section 1. NAME. The name of the association is Minnesota Society of Housing Inspectors (hereinafter the "Society"), and unincorporated, non-profit association.

Section 2. LOCATION. The registered office of the Corporation, and any other offices, shall be located at such a place as the Board of Directors may from time to time designate, and will be documented in the Society's Minute Book.

Section 3. PURPOSE. The purpose of the Society includes the education, awareness and promotion of the evolving "Industry Standards of Practices."

Article II

Section 1. ACTIVE MEMBERSHIP QUALIFICATIONS. Any person is eligible to become an Active Member of this Society, with full voting rights and other privileges, provided said person is a licensed or certified Truth-In-Sale of Housing Evaluator, Time of Sale Evaluator, certified Energy Auditor, Municipal Housing or Building Inspector, or other housing inspector meeting the Society's qualifications, prescribed from time to time in Board Resolutions, and having paid current dues.

Section 2. ASSOCIATE MEMBERSHIP QUALIFICATIONS. Any person or organization is eligible to become an Associate Member of this Society, with no voting privileges, provided said person or organization represents a municipality or other organization which is deemed acceptable, and in good standing under such rules and regulations as may be prescribed from time to time in Board Resolutions.

Section 3. VOTING. Each Active Member shall be entitled to one (1) vote. Associate Members are not entitled to vote.

Section 4. DUES. The Membership shall determine from time to time what, if any, dues and initiation charges and assessments are required for membership in the Society. Persons or organizations accepted as Associate Members shall be exempt from dues.

Section 5. DISCRIMINATION. The Society its Members and its Board shall not discriminate in accepting membership, providing services nor establishing fees because of race, color, gender, age, creed, sexual preference or national origin. The Society, its Members and its Board will comply with all applicable State, Federal, and Local Laws.

Section 6. REMOVAL. The Board of Directors may remove any Member from their membership standing by majority vote of the entire Board then in office. Removal may result only after a Member has been warned once of the violation (s) committed. Violation (s) that result in removal include but are not limited to violation(s) of the Society's Code of Ethics.

Section 7. RIGHT OF APPEAL. The removed Member may appeal his/her removal to the Membership or the Board of Directors after final determination by the Board. He/she may be reinstated by a majority vote of the Membership or by majority vote of the Board of Directors.

Article III

Board of Directors

Section 1. DIRECTORS. The governing body of the Society is the Board of Directors, which has the authority and is responsible for the supervision, control, and direction of the property and business of the Society.

Section 2. COMPOSITION OF THE BOARD. The Board of Directors shall consist of not less than four (4) and not more than seven (7) persons, which shall include a President, 1 st Vice President, 2nd Vice President. Secretary, Treasurer, 1st Director at Large, 2nd Director at Large.

Section 3. ELECTION AND TERM OF OFFICE. At each annual meeting of the Society, an election shall be held to choose, by majority vote of the Active Members in attendance, six members to tie Board of Directors; the President, 1 st Vice President, 2nd Vice President, Secretary, Treasurer, and 1 st Director at Large. The immediate past President of the Board of Directors will act as the 2nd Director at Large if he/she so chooses. Each Director shall serve for a term of one (1) year. No limit shall be placed on the number of terms a person may serve.

Section 4. MEETINGS. The Board of Directors will meet as necessary but not less than four (4) times per year at a place to be designated by the President. At all meetings of Directors, a majority of Directors then in office constitutes a quorum for the transaction of business, and the act of a majority of those Directors in attendance at such meetings shall be the act of the Board of Directors.

Section 5. NOTICE AND WAIVER OF NOTICE. No notice to the members of the Board of Directors shall be required for such regular meetings of the Directors, set from time to time by resolution of a majority of the Board of Directors. Any Director may call a Board meeting by giving at least seven (7) days written notice. The notice need not state the purpose of the meeting nor the business to be transacted. A Director may waive notice of a meeting of the Board. A waiver of notice by a Director is effective whether given before, at, or after the meeting arid whether given in writing, orally, or by attendance. Attendance by a Director at a meeting is a waiver of notice of that meeting, except where the Director objects at the beginning of the meeting to the transaction of business because the meeting was not lawfully called or convened and does not participate thereafter in the meeting.

Section 6. VACANCIES. If a vacancy occurs on the Board for any reason, the position will be filled for the unexpired portion of the term by a majority of the Directors then in office unless there are less than four (4) directors in office at any time during the one year term. In that case, a Membership meeting will be called to elect persons to the unexpired portion of the term(s) of the vacant Director(s) under the same terms and conditions set forth in Article III in Section 3.

Section 7. REMOVAL. A Director may be removed with or without cause by a two-thirds vote of the regular Membership.

Section 8. COMPENSATION. Directors do not receive compensation for their services. They will however, be reimbursed for any approved expenses incurred while conducting business of the Society. Approval of expenses must be granted by a majority of the Board of Directors.

Section 9. ORDER OF BUSINESS. The Board of Directors may determine the order of business at their meetings.

Article IV

Section 1. MEMBERSHIP MEETINGS. The Society holds an Annual Meeting of the Membership at a registered office of the Society or at a place designated by the Board of Directors in the notice of meeting. The annual meeting shall be held on the first Monday of June of each year, if possible, and the meeting time will be designated in the notice of meeting. The Society will hold regular monthly meetings for the purpose of the continuing education of its membership. These meetings will be held on the first Monday of every month (if the 1st Monday is not available, then the next available day) with the exception of July when no meeting will be held.

Section 2. SPECIAL MEETINGS. Special meetings of the Society may be called by the President, Vice President, a majority of the Board of Directors, or upon request in writing to a Director, from more than ten (10) percent of the Active Membership. Business conducted at special meetings is limited to the purpose(s) stated in the Notice of Meeting.

Section 3. NOTICE OF MEETINGS. The Board of Directors must give each Active Member of the Society reasonable notice of all Annual and Special meetings stating the place, date and time of the meeting, and in cases of Special meetings, the purpose(s) for which the meeting is called, not less than ten (10) days prior to the date of the meeting. An Active Member may waive notice of a membership meeting. A waiver of notice by an Active Member is effective whether given before, at/or after the meeting and whether given in writing, orally or by attendance. Attendance by an Active Member at a meeting is a waiver of notice of that meeting, except where the Active Member objects at the beginning of the meeting to the transaction of the business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not be lawfully considered at the meeting and does not participate in the consideration of the item at the meeting. In the case of adjournment of a meeting, no further notice of adjournment shall be necessary if an announcement is made at said meeting specifying the place, date, and time of the reconvened meeting.

Section 4. QUORUM. A majority of the Active Members with at least a minimum of 15 Active Members present at a meeting, shall constitute a quorum for the transaction of business.

Section 5. VOTING. A majority of the Active Members where a quorum is present is necessary to make a decision.

Article V

Section 1. BY-LAW AMENDMENTS. These By-Laws may be amended at any meeting by a majority vote of the entire Board of Directors, provided that notice of such proposed amendments be given to the Directors, with a copy of the newly drafted By-Laws, ten (10) days prior to that meeting, and such amendments are subject to the powers of the membership to change or repeal such By-laws. The Board of Directors shall not amend the By-Laws fixing their number, qualifications or term of office.

Article VI

Section 1. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation; he/she shall preside at all meetings of the Membership and Directors. He/she shall have general active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. The President shall execute all contracts. He/she shall be Ex-officio member of all standing committees, and stall have the general powers and duties of supervision and management usually vested in the office of President.

Section 2. 1ST VICE PRESIDENT. The 1st Vice President shall in the absence or disability of the President, perform the duties and exercise the powers of the President, In addition, the 1st Vice President shall coordinate and arrange education programs for the Society's members, and act as Sergeant at Arms for all meetings.

Section 3. 2ND VICE PRESIDENT. The 2nd Vice President shall in the absence of the 1st Vice President and/or Secretary, perform the duties and exercise the powers of the 1st Vice President and/or Secretary. He/she shall share the responsibility to coordinate and arrange educational programs for the members of the Society.

Section 4. SECRETARY. The Secretary shall attend all sessions of the Board of Directors and all meetings of the Membership, and record all votes and minutes of all proceedings in a book kept for that purpose. He/she shall give or cause to be given, notice of all meetings of the Membership and of the Board of Directors. The Secretary shall keep the Society's records, and mailing lists, and supply certificates for all educational meetings offered by the Society to the participants. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, or President, under whose supervision the Secretary shall be.

Section 5. TREASURER. The Treasurer shall have the custody of the Corporate funds and securities, and shall keep full and accurate accounts of any and all receipts and disbursements in books belonging to the Corporation. He/she shall deposit all monies and other valuable effects, in the name of and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation for the Society's expenses up to One Hundred and no/100 Dollars ($100.00) without Board approval, or as ordered by the Board of Directors, by taking the proper measures for such disbursements, and shall render to the Directors, at the regular meetings of the Board of Directors or whenever they may request it, an account of all transactions and the financial condition of the Corporation. The Treasurer shall give the Corporation a bond, if required by a Majority vote of the Board of Directors, in such an amount as they determine, and with one or more sureties, satisfactory to the Board, for the faithful performance of the duties of the Treasurers' office, and for in case of his/her death, resignation, retirement or removal from office, the restoration to the Corporation, of all books, papers, vouchers, money and other property of whatever kind, in his/her possession or charge, belonging to the Corporation.

Section 6. 1ST DIRECTOR AT LARGE. The 1st Director at Large shall direct and co-ordinate the Test House Seminars.

Section 7. 2ND DIRECTOR AT LARGE. The 2nd Director at Large shall be the immediate past President. If unable or unwilling to serve, this position will become, if determined by the Board of Directors to be necessary, an elected position subject to all conditions of Article III Section 3 of these By-Laws. His/her duties are to advise, and inform the Board regarding previously conducted business.

Article VII

Section 1. THE FISCAL YEAR. The fiscal year shall begin the 1st day of June of each year.

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