CFA By-Laws | chicagofloorcovering

The Chicago Floorcovering Association By-Laws

ARTICLE I

This Association shall be known as the Chicago Floorcovering Association and shall be incorporated in the State of Illinois as a non-profit organization.

OUR PURPOSE

To promote, attain and and nurture a high standard of ethics in the floor covering industry
To promote education within the floor covering industry, to promote the floor covering industry in greater Chicagoland area and surrounding areas.
To provide a forum where floor covering manufacturers, distributors, retailers, and suppliers of services to the industry can network and discuss topics of mutual interest.
To assist CFA members in time of need, as recommended by a Welfare Committee and approved by the Board of Directors.
To identify, research and provide awareness to industry issues that directly impact the members of the CFA.
The CFA shall be non-profit and non-sectarian. It shall not discriminate in its membership, products, services or other affairs because of age, sex, race, creed, religion, color, national origin, personal disability or other unlawful criteria.

ARTICLE II

MEMBERSHIP

Section I - Eligibility

A. Membership shall be limited to those connected with the manufacturer, wholesale distribution and retail sales, suppliers and service providers of floor covering.

B. All applications shall be approved by the Membership Committee.

C. Honorary membership may be conferred upon persons worthy of such an honor by a two-thirds vote of the Board of Directors in attendance.

D. Past Presidents shall automatically be made lifetime members and not pay dues. Past Presidents are declared to be members of the Board of Directors.

Section II - Membership Dues

A. Annual membership dues are reviewed by the membership committee and changes recommended to the Board of Directors for approval.

B. A group rate is available to firms of up to five (5) members. Additional memberships from the same firm can be made available at additional costs.

Section III - Failure to Pay Dues

A. Members will be billed for dues during November of preceding year. The second billing should be sent to those not responding within sixty (60) days. Any member failing to pay annual dues by March 31st shall be declared no longer be considered a member in good standing.

Section IV - Members Obligation

It is agreed and understood that every member of the CHICAGO FLOORCOVERING ASSOCIATION, upon application for membership, and upon being admitted to membership agrees and obligates themselves:

A. To maintain and uphold he high ideals as written in Article I of these by-laws.

B. To maintain and uphold the rules and regulations, the rules of conduct, etc., as are deemed necessary now, or in the future, to inaugurate for the best interest of the majority of the Association’s members. Failure to abide by such regulations, after due notice from the Board of Directors, shall constitute sufficient grounds for expulsion and denial of all privileges accorded to members in good standing.

ARTICLE III

Section I - The Officers

A. The officers of the Association shall consist of a Chairman of the Board, President, Treasurer and Financial Secretary.

B. All officers shall serve a one-year term without remuneration. Officers shall serve no more than two consecutive terms in each office. Officers shall be reimbursed by the Association for any expenses incurred in the operation of the Association.

Section II - Duties of the Officers

A. The President shall preside at all meetings of the Association and of the Board of Directors. They shall appoint all Chairpersons of the Standing Committees with Board approval. They shall, when available, countersign all checks issued by the treasurer. In their absence, checks may be countersigned by an approved officer. (See Article IV, Section I, Paragraph (b). At any time the president deems it necessary to appoint a person of stature to the board that is not from the industry he may recommend them for the board approval.

B. The Vice President shall, in the absence or inability of the President to function, assume and discharge the duties of the President.

C. The Treasurer shall be charged with the supervision of the funds of the Association and will make a financial report at each Board meeting. They will pay all bills approved by the Board of Directors. The Treasurer will have in possession all records, papers, pass books and checkbooks pertaining to the Association and will issue and co-sign all checks. The treasurer will work with an accounting firm Approved by the Board of Directors and one that is familiar with and knowledgeable of not for profit organizations. There shall be different co-signers on the checking account and savings and Money Market account as approved by the Board of Directors. The books are to be audited by the Audit Committee quarterly or more often, if a special audit is called for by the President or the chairperson of the Audit Committee.

D. The Executive Director shall take minutes at all meetings and shall keep in an orderly fashion for transfer to successor. The Executive Director will present minutes of the previous meeting and will transfer motions into committee descriptions. Attendance will be kept at all Board of Director meetings by the Executive Director and notification will be given to the President of absences to meet requirements of Article III, Section III, Paragraph (b).

E. The Financial Secretary shall be charged with working with the Treasurer and assisting in handling financial matters. The Financial Secretary will learn all functions of the Treasurer’s office. In addition, the Financial Secretary shall be responsible for arranging Board of Directors meeting places and times and notifying Board members thereof as well as notifying members of general meetings.

F. The position of Executive Director is a position which may be contracted for a term of up to 3 years and can be renewed by the Board of Directors. Either party can terminate this contract with a six month notice. The board may terminate The Executive Directors contract for due cause. The Executive Director will be responsible for maintaining membership files and all CFA records on a CFA computer. The Board of Directors may assign additional duties (see attached current Executive Director Job Description). There may be some remuneration paid to the Executive Director commensurate with the duties assigned by the Board of Directors. The Executive Director will not have voting privileges on the Board of Directors.

G. Chairman of the Board: Upon election of a successor, the President shall assume the office of Chairman of the Board and by reason of this succession, the incumbent Chairman shall retire from this office. The Chairman of the Board shall act in an advisory capacity to the president. The Chairman of the Board shall have Long Range Planning responsibilities and as the Past Presidents Council Chairman and shall perform such duties and have such powers as the Board of Directors may from time to time prescribe. The Chairman shall be responsible for training and/or orientating of new Board members.

H. The Vice President shall work closely in all matters with the President to learn the duties of the President. The Vice President shall, in the absence or inability of the President, perform the duties and exercise the powers of the President.

Section III - The Directors

A. Members in good standing who have demonstrated an interest in actively participating in the Chicago Floorcovering Association may be nominated by the Nominating Committee to serve on the Board of Directors.

B. Directors are obligated to expand their membership responsibilities to include participation on at least one committee and to attend the majority of the regularly scheduled Board of Director meetings. Directors must notify the Executive Director or the President if they are unable to attend a board meeting.

C. The board will consist of a minimum of 7 directors with a maximum to be determined by the President.

D. If a director needs to be replaced, it will be at the Presidents discretion.

E. When a Director resigns, is removed from the Board, or is moved into an Officer position, a new Director will be appointed by the President to fulfill the balance of that Directors term.

F. A Director not upholding his/her responsibilities as detailed in Article II, Section IV, paragraph (a) and (b) and in addition Article III, Section III, Paragraph (b) can be removed by a majority vote of the Executive Committee. The President will advise the Director of the change in status in writing.

G. All past Presidents of the Chicago Floorcovering Association are declared to be members of the Board and will have voting rights.

Section IV - Past Presidents Council

A. The past Presidents Council shall be called by the most recent past President and the most current President shall attend and share concerns the board is facing. The Chairman of the meeting and recording Secretary shall be determined by the group at the time of the meeting.

B. The Past Presidents Council shall serve in an advisory capacity to the Board of Directors and shall annually elect one (1) of its members to communicate and convey to the President and the Board of Directors, Ideas, Concerns and Issues that are introduced. The Council shall advise the Board of Directors on any other matters that are deemed necessary.

C. The Past Presidents Council shall meet annually in the second quarter or more often at the discretion of the Chairman of the Board. The Council will report to the Board of Directors at the first board meeting following the Council meeting. Minutes of the Past Presidents Council are to be addressed no later than the First (1st) meeting after the presentation of the Past Presidents Council minutes. Minutes as taken are to be presented to the Board of Directors sans editing.

ARTICLE IV

Section I - Committees

A. The standing committees shall consist of the following: Membership, Finance/Audit/Budget, Scholarship, Presidential Awards Dinner/Person of the Year, Newsletter/Publicity, Flooring Industry Awards, Golf/Events, Welfare. Scholarship.

B. The chairperson of standing committees, with the exception of the Past Presidents Council, shall be appointed by the President for a period of two years. The President will make the appointments from the Board of Directors with approval by the Board. The President may appoint the chairpersons of standing committees from the general membership when circumstances warrant such appointments. The Budget, Finance and Audit, Presidential Awards Dinner, Social and Sports, Sales/Education, Welfare (Caring for All) Scholarship and Person of the Year shall commence on EVEN numbered years. Membership, Newsletter/Publicity, Website, Installation, and Golf shall commence on ODD numbered years.

C. The President has the power to make any substitutions necessary on any committee.

D. The Budget Committee is responsible for submitting a written detailed budget for the following year at the October Board meeting. The Board will then take final action on the Budget at the November meeting. The Budget committee must report to the Board on a quarterly basis the status of all committee budgets.

E. The Finance Committee shall be required to meet quarterly and review all investment options for all.

F. The chairperson must compile and/or maintain a reference guide for their committee, which may include, but not limited to, committee members responsibilities, polices, procedures, committee meeting schedules, vendors and resources.

G. The Committee chairperson must provide a financial report to the Executive Director the Treasurer and the Board within 30 days of the event.

Section II - Temporary Committees

The chairpersons of Temporary Committees shall be appointed by the President from the Board of Directors or the general membership as circumstances dictate. Temporary committees are such as: Coverings, Long Range Planning, By-Laws, Advertising and Person of the Year or Lifetime Achievement.

Section III - Nominating Committees

A. The duties of this committee shall be to prepare a slate with one name for each vacancy occurring in the Officers and the Board of Directors at the conclusion of the current year. Any Officer being named to this slate must have served as an active member of the Board of Directors at least two full years. All candidates for either an Officer position or Board of Directors must accept the position before a slate is presented to the Board of Directors at the October meeting. Voting shall be thus: The President, Vice President, Treasurer, Financial Secretary and the Nominating Committee chairperson shall tabulate the vote and announce the results. Any officer position not receiving a majority of the votes, that position will go back to the Nominating Committee for an alternate candidate, who will be voted on at the next meeting. The Board of Director slate will be accepted with a majority voice vote. The slate will then be voice voted by the membership present at the annual meeting held in conjunction with the Presidential Awards Dinner. The elected officials and board of directors are to be presented in a special letter at the awards dinner. If there are any objections by any member in good standing, it is to be presented to the current President and the Executive Director for review and consultation with the nominating committee and a determination will be made in no longer than 15 days. Officers will be announced and inducted at the Presidential Award Dinner. The new slate of officers will begin on January 1st.

Section IV - Communication Committees

The Chicago Floorcovering Association Website is a public domain, as such; nonmembers as well as members can access it.

A. Purpose: To communicate to the CFA members a calendar of events; to inform prospective members of our organization; and to provide a contact person for additional information. This committee will manage the website, constant contact, Facebook and any other media the Board determines.

B. To be a forum to provide non-parochial information to the general public regarding flooring selection alternatives, applications and care.

C. Be a vehicle to release to the public noteworthy accomplishments of the CFA (awards, reprints of articles from national publications, past CFA newsletters, fund raising activity, etc.)

ARTICLE IV

Section I - Regular and Special Meetings

It will be at the prerogative of the President and the board to determine the number of meetings per calendar year with no less than 7 regular meetings

Section II - Voting

A. Voting will be by the customary Aye or Nay but any member of the Board may, upon request, call for a written ballot.

B. The President will vote only in case of a tie vote. The majority vote of a quorum will suffice to pass on any question before the Board.

C. The minutes of the meetings of the Association and account books may be examined by any member in good standing upon written request at the next regular meeting.

Section III - Copies of the By-Laws

A copy of these By-laws shall be regularly supplied to the Officers and Board of Director members and to any member upon request. An overview of the by-laws shall be presented by the President at the first meeting of the year.

Section IV - Order of Business

A. The order of business at all meetings should be as follows:

Call to Order
The President to introduce guest speaker, if applicable.
Report of the Treasurer
Presidential Report
Reports of the Officers, Board Members, or committee chairpersons.
Unfinished Business
New Business
The Executive Director can give a report at any time to the Board or privately to the Executive Committee.
The Executive Director does not have a vote.

9a - The Executive Directors salary cannot be increased without Board approval. Any new salary that is voted on by the Board, will not begin until January 1st of the new calendar year.

9b - The President at his discretion may appoint the Executive Director as Parliamentarian. The Executive decision will be final of refer to Roberts Rules of Order.

B. The President may invite any member in good standing to sit in on a Board Meeting. Such members, however, shall not vote on any matter before the Board

C. Any one wishing to address the Board may do so at the discretion of the President.

ARTICLE V

Parliamentary Authority

The rules contained in Roberts Rules of Order (revised) shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the By-Laws of the special rules of order of the Association.

ARTICLE VI

Amendments

These By-Laws may be repealed, amended, or altered in whole or in part, by a majority vote of the Board of Directors provided the entire membership has been notified of these changes.

(As amended December 10, 1947)

(As amended December, 1952)

(As amended December 13, 1957)

(As amended 1964)

(As amended December 3, 1971)

(As amended November 26, 1984)

(As amended September 6, 1985)

(As amended December 7, 1985)

(As amended August 8, 1987)

(As amended October 6, 1992)

(As amended November 10, 1992)

(As amended November 21, 1994)

(As amended January 5, 1999)

(As amended February 4, 2003)

(As amended November 2, 2004)

(As amended July 7, 2009)

(As amended October 4, 2011) Committee Hank Stanislawski chair, Jack Kolaya, Bill Marrano, John Ori, Al Iorio, and Mike Fazzari.

(As amended October 7, 2014)

Amended November 5, 2019 – Executive Director

The Future of Floorcovering

The flooring industry has provided many with success and business opportunities. To ensure that it remains a healthy industry for the future, it is important to support the CFA who, in turn, fights to ensure the industry's longevity and continual advancement.