NAME LOCATION AND SEAL
Section 1. Name: The name of the Association shall be "Central Florida Roofing &
Sheet Metal Association".
Section 2. Location: The location of the principle office shall be established by the
Board of Directors.
Section 3. Seal The Board of Directors shall provide a seal, which shall be in circular
Section 1. The objectives of the Association shall be as follows:
A) To develop the roofing, sheet metal, water-proofing, roof deck and roof system
Contracting businesses, and to improve the interest and welfare of its
B) To establish and secure the use of a superior quality of materials and
workmanship and by better public service to contribute to the advancement of
the industry in all of its branches.
C) To promote harmonious relations between the members and their employees.
D) To obtain and make available pertinent data and information relative to the
E) Generally to secure to its members the benefits of cooperation and furtherance
of their legitimate pursuits.
Section 1. Classes of Memberships.
A) Active Members. Active members shall constitute the voting body of the Association.
Each active member shall have one vote.
l) Established and licensed roofing. sheet metal, roof deck and roof
systems contractors in the State of Florida who are engaged in the application of
roofing. sheet metal, water-proofing, roof decking and other roof systems, are
eligible for active membership in the Association.
2) Any firm or individual engaged in the manufacturing and/or supplying of
materials, equipment or services used by the roofing, sheet metal.
roof deck and/or roof systems contractors ofthis corporation shall be eligible for
active membership in the association. Firms or individuals engaged in the design,
specification, inspection or consultation regarding roofing, roof decking. and roof
systems are eligible for active membership.
3) Upon Acceptance active membership shall be granted to a company, a
corporation or an individual engaged in the roofing contracting business as
defined in Article III, Section I (A) 1 or to a company or corporation engaged in
the manufacturing and/or supplying business as defined in Article III, Section I
B) Honorary Members. Honorary membership may be voted by majority vote of the
Board of directors for such time and with such privilege as the Board may
C) Associate Members. Firms, individuals or institutions desirous of being associated
with the Central Florida Roofing and Sheet Metal Association as
industrial/institutional associate members may do so upon approval of an
application to the membership committee stating their purpose in seeking
1) Associate Members shall have ONE vote.
2) Dues, benefits, privileges and obligations ofthe associate member shall be
determined from time to time by the Board of Directors.
Section 2 Application. Firms or individuals as defined in Article III, Section I.
A) I or 2 shall not be required to submit an application for membership.
MEMBERSIDP IS TO BE DETERMINED BY THE MEMBERSHIP
COMMITTEE, BOARD OF DIRECTORS AND OFFICES THE DECISION OF
THE GROUP IS FINAL.
Section 3 Termination of Membership. Membership in the Association may cease upon
lapse of three months delinquency in payment of annual dues, withdrawal of the
member from active participation in the industry, or by affirmative vote ofa
majority of the membership. Membership may be terminated or suspended when
a members behavior is deemed inappropriate and noncongrous with the
objectives towards this Association.
Section 1. The revenue of the Association shall be derived from dues of members and
such other sources as designated by the Board of Directors or the membership
Section 2. The dues for all classes of membership shall be established by the Board of
Section 3.The fiscal year of the Association shall be from January I to December 31.
Section 4. The treasurer of the Association is directed to open an account with a
Federally Insured Banking Institution and to deposit therein all funds ofthe
All drafts, checks, and notes of the Association, payable on said account shall
be made in the name of the Association, signed by the President and the
Section 5. A monthly treasurers report is to be issued at the general membership meeting.
Section 1. Officers. The elected officers shall be. President, Vice President, Secretary
and Treasurer. The term of each officer shall be one year.
Section 2. Qualifications. Each officer nominated shall be an active member, or an
employee of an active member of the Association in good standing. More than
one employee of an active member may serve on the Board as an officer.
Section 3. Duties.
A) President. The President shall be the chief executive officer of the
association, shall have general and active management of business and
affairs ofthe Association subject to the directions ofthe Board of Directors
and shall preside at all meetings of members of the Association, and the
Board of Directors. The President shall also have the responsibility to
appoint committees not otherwise provided for in these By-Laws.
B) Vice-President. In the absence or removal of the President. The Vice
President shall serve as President of the Association.
C) Secretary. The Secretary shall have custody of and maintain all of the
corporate records except the financial records; shall record the minutes of
all meetings and the members of the Association and Board of Directors,
send all notices of all meetings and perform such other duties as may be
prescribed by the Board of Directors or the President.
D) Treasurer. The Treasurer shall have custody of all ofthe Associations funds
and financial records, shall keep an accurate account of receipts and
disbursements and render accounts thereof at the annual meetings of the
Association and whenever else required by the Board of directors or the
Section 4. Removal of Officers and Their Assistants. An officer or assistant officer
Elected by the members of the Association, including the Treasurer, may be
removed by the members of the Association upon the affirmative vote of
fifty one percent (51 %) of members entitled to vote.
BOARD OF DIRECTORS
Section I. Qualifications, Terms and Number. The Board of Directors shall consist
of not more than 4 existing officers and the most recent past President.
Their term of office shall be for one (I) year or until their successors are
elected. To be eligible for election to the Board of Directors, a
representative must be from an active member firm in good standing.
Section 2. Powers. The elected officers and Directors shal1 constitute the full Board of
Directors, performing such duties and exercising such powers as are
delegated to them in these By-Laws. The Board may adopt such policies
and take such action not inconsistent with these By-Laws for the
Government of the Association and its members and the Board may deem
Section 3. Committees. From time to time as the Board deems proper, the Board of
Directors may authorize the designation of a committee. Concurrent with the
designation of a committee, the Board of Directors shall appoint a chairman
to this committee.
Section 1. Nominations. The elected officers and directors shall be received from any
active member in good standing from the floor just prior to the election of
the officers and directors. Any member nominated for the position of an
officer or a director shall be an active member, or an employee of an active
member, in good standing of the Association and shall be further so qualified
as specified in these Bylaws.
Section 2. Elections. The election of officers and directors shall take place at the
meeting of all members of the Association in November. Officers shall be
elected by a majority of all votes cast. Directors shall be elected by a
plurality vote. Election may be by a viva vote with One vote per company.
Section 3. Succession of Officers. The term ofthe President shall be for one year. The
Vice-President shall serve a one-year term and shall automatically succeed to
the Presidency. The Secretary shall serve a one year term and shall
automatically succeed to the Vice-Presidency. The Treasurer shall serve a
one-year term and automatically succeed to the Secretary. At the first election
following adoption ofthis section, a Treasurer shall only be nominated and
elected pursuant to Article VII, Sections 1 and 2 respectively.
INSTALLATION AND VACANCIES
Section 1. Installation. Officers and directors elected by the members or the Association
or succeeding to office punuant to article VII, Section 3, shall assume the
duties of office January I st immediately following their election or succession.
Section 2. Vacancies. ID the event of the absence, incapacity or death of the President,
the Vice-President shall serve as active President. The Board of Directors
shall fill a vacancy in anyone ofthe other offices of the Association by a
two-thirds vote. Vacancies in the Board of Directors shall remain vacant until
the following election.
Section 1. Monthly. Monthly meetings of the Association shall be held on the 3rd
Tuesday at such place and times and of duration as may be determined by the
officers or the Association. Any matter coming before the members of the
association at a monthly meeting attended by a quorum may be voted on and
if approved, considered an action of the Association.
Section 2. Special. Special meetings of the members of the Association shall be called by
the President on written request of the four members of the Board of Directors
or thirty percent (30%) of the membership in good standing. Member shall
have at least seven (7) days notice of any special meeting and the call shall
state the object thereof.
Section 3. Directors. The Directors shall meet in advance ofthe meeting of the members
of the Association.
Section 4. Quorum. Thirty-Five percent (35%) of all members in good standing shall
Constitute a quorum for the transaction of business at any meeting of the
members of this Association, but not less may meet and adjourn from time to
time. Fifty-One percent (51 %) of all Directors and Officers shall constitute a
quorum for the Board of Directors.
Section 5. Notice. It shall be the duty of all members to keep on me with the Secretary of
the Association an address to which all notice required by the minutes, ByLaws
and rules and regulations of the Association may be sent. The mailing of
any such notices or any regular or special meeting to such last known address
shall be sufficient and conclusive notice upon such member.
Section 1. Members. Unless otherwise provided in these By-Laws the President of the
Association shall appoint a Chairman of each committee. The Chairman of
each committee shall be responsible for the appointment of members to each
Section 2. Budget and Finance Committee. The Treasurer of this Association shall be
the Chairman of this committee. This committee shall review the current
financial statement ofthe Association and set up a budget to cover the
operation ofthe association during the nest fiscal year. This committee shall
submit a report to the Board of directions by November of each year. The
budget and Finance Committee shall also have the power to recommend to the
Board of directors if it is necessary for the Association to hire either full-time or part-time employees.
Section 3. Membership Committee. It shall be the duty of the Membership Committee
to obtain qualified members for this Association. Furthermore, this Committee
shall be responsible for the review and subsequent approval or disapproval of
all applications submitted by prospective associate members.
Section 4. Code and Licensing Committee. It shall be the duty and responsibility of the
Code and Licensing Committee to enact various codes on the local, state and
federal level to further the legitimate pursuits of this Association. The Code
and Licensing Committee shall also be responsible for code enforcement as
Section S.Other Committees. Other Committees may be designated as provided in
Article VI, Section 3, by the Board of Director, Officers or a majority of the
members of this Association.
Section 6. Meetings. Unless designated in these By-Laws, each Committee of the
Association may meet from time to time as required by its Chairman.
Section 7. Advisory Counsel. The Advisory Counsel shall be made up of past
presidents. The Immediate Past President shall be chairman of this committee.
This committee is to assist the Board of Directors in planning and operating
SALARY AND COMPENSATION
Section 1. Salary. The Officers and Directors of the Association shall not receive any
salary or compensation for their services towards the Association.
Section 2. Reimbursement for Expenses. Officers shall be reimbursed for expenses
they incur for the general welfare of the Association or for the furtherance of
the Associations goals. It shall be the preferred method that prior approval be
obtained from the Board of Directors prior to any expenditure being borne by
any Officer. But in recognition of the fact that this prior approval may be
impractical, any Officer will be reimbursed for any justified and valid
association expense up to fifty dollars ($50.00) per expenditure upon
submission to the Treasurer of Documented receipt itemizing each
All amendments or additions to these By-Laws shall be proposed in writing or verbally
by any active member at the general membership meeting. A two-thirds vote for all
present shall be necessary for their adoption.
In all instances not covered by these By-Laws. Robert's rule of Order Revised shall apply
in all questions of procedure and parliamentary law.
BOOKS AND RECORDS
Section 1. Books and Records. This Association shall keep correct and complete books
and records of accounts and shall keep minutes of the proceedings of it's
members, Board of Directors and Committees. This Association shall keep a
record of its members giving the names and addresses of all it's members. Any
books, records and minutes may be in written form or in other form capable of
being convened into written form within a reasonable time.
Section 2. Members Inspection Rights. Any member of the association shall have the
Right to examine, in person, by agent, or by attorney, at any reasonable time to
times, for any proper purpose, the Association's relevant books and records of
accounts, minutes and records of its member and to take extracts there from.
Section 1. The Association shall use its Funds only to accomplish the objectives and
purposes specified in these By-Laws and no part or said funds shall ensure or
be distributed to the members ofthe Association. On dissolution of the
Association, any funds remaining shall be distributed to one or more regularly
organized and qualified charitable, educational, scientific, or philanthropic
organizations to be selected by the Board of Directors.