BYLAWS
of the
Masonry Heater Association of North America

(Revised April 12, 2016)

Article I: Name

The name of the organization shall be the MASONRY HEATER ASSOCIATION OF NORTH AMERICA, hereinafter referred to as the Association.

Article II: Objectives

The particular purposes for which the Association is formed are:

(a) To promote and increase the use of masonry heaters, wood-fired masonry bake ovens, and other high thermal mass solid fuel appliances in the United States and Canada. (See Article VII)
(b) To inform and educate the users and builders of masonry heaters and wood-fired masonry bake ovens as to the use and merits of these devices and systems. Users and builders of masonry heaters and wood-fired masonry bake ovens refers to architects, engineers, designers, manufacturers, educators, students, heater builders, mason contractors, code officials, building inspectors and others involved in the construction industry, and in addition, the general public.

(c) To encourage and assist research and investigation with reference to utilization of products and concepts of the masonry heater and wood-fired masonry bake oven industry.

(d) To establish an entity which will be instrumental in the formation, adoption, and maintenance of specifications and standards of excellence for the manufacture, sale, delivery, design and construction of masonry heaters and wood-fired masonry bake ovens for the protection of the public and the good name of the masonry heater industry, and to work in cooperation with others outside the Association.
To purchase or otherwise acquire, own, sell, assign, transport, or otherwise dispose of real and personal property of every kind and description.
All property, both real and personal, is to be used or disposed of only in the interests of the Association and in furtherance of its objectives and the contract for the performance by others at work or service deemed necessary or desirable in carrying on or for furthering the purposes of the Association, and in the upkeep, improvement or preservation of the Association’s property interests.

It is the Association’s desire and intent that it be known that its objectives are predominantly educational, ethical, moral, social and non-profit.

Furthermore, the Association accepts these Bylaws as its constitution for all purposes necessary to comply with requirements of the Internal Revenue Service of the United States and for such other purposes as the Association may benefit thereby.

To conduct business and to have one or more offices at such places as may be necessary from time to time and as approved by the Board of Directors.
To have such other powers in furtherance of the foregoing objectives as are usually possessed by similar organizations with similar purposes.

Article III: Governing Authority

The association is governed and operated in accordance with the laws of the State of Delaware, which is the state of its incorporation, as a 501(c)(6) corporation, by these Bylaws, by the instruction of its members, and by its Board of Directors and Officers.

Article IV: Association Membership

Section 1: Eligibility

Builder Membership

Any individual, firm, corporation, or association engaged in the design, construction, or building of masonry heaters in any form shall be eligible to become a member in accordance with Section 3 of the Article.

Manufacturer Membership

Any individual, firm, corporation, or association engaged in the manufacture, sale, or promotion of masonry heaters or their material components in any form shall be eligible to become a member in accordance with Section 3 of this Article.

Affiliate Membership

An affiliate membership in the Association shall be limited to any individual, partnership, association, or corporation interested in the furtherance of the masonry heater industry, but not actively engaged in the manufacture or construction of masonry heaters or their material components. While this type of membership is generally intended for architects, engineers, designers, students, educators, code officials, and those of similar occupations and professions, it may, at the option of the Board of Directors, be extended to Builder Members and Manufacturer Members. Acceptance as a member in any of the listed categories is subject to approval by the Board of Directors.

Affiliate members may attend all regular meetings of the Association and enter into discussion: however, they may not vote or hold office in the Association. Other restrictions may apply to affiliate members as determined by the Board of Directors. Annual dues for all members shall be determined for each fiscal year, according to membership category as listed in this Section, by the Board of Directors. Special assessments may be levied against all membership categories except against those holding affiliate membership.

Platinum Membership

A platinum membership is a non-voting class of membership awarded to members who have been a Builder or Manufacturer member of the Association for 15 or more years, retired from building masonry heaters/bake ovens, and be at least 62 years old or have a medical disability. In addition, platinum members must have served as one of the following: elected board member, chairman of a committee, or an instructor of an Association workshop.

Nominations for Platinum membership may come from any Builder or Manufacturer member as defined in Section I above. The nomination of a member may be made to the board of directors for extenuating circumstances whereby a nominee does not meet all the requirements stated above. Acceptance as a Platinum member is subject to approval by the Board of Directors.

Platinum members will not be assessed annual dues. Platinum members will be able to attend the Annual General Meeting of the Association, be able to express opinions at association meetings, participate in association sponsored chat rooms and forums, serve on Association committees, be listed online in the “Member Directory” as a “Platinum Member”, and receive newsletters and announcements from the Association. Platinum members will not be eligible to hold an elected office.

Section 2: Voting

Each voting member may appoint and certify to the Executive Director, by mail or

e-mail, an individual to be his proxy, who shall represent and vote for the member in his

absence at the Annual Meeting or special meetings. A proxy must be a voting member

in good standing of the Association.

Only voting members in good standing shall be entitled to vote or act on any issue whether in person, by their proxy, by mail or electronic vote. (See this Article, Section 5 and Article IX.)

Section 3: Selection of New Members

Each prospective member who has submitted a membership application and the first year’s dues, shall be accepted into the Association in the appropriate membership category, subject to the ruling of the Board of Directors.

Section 4: Quorum

At any meeting of the Association, a majority of the voting members of the Association, entitled to vote, must be represented in person or by proxy, and such majority shall constitute the quorum for any and all purposes. In the absence of a quorum, the meeting may proceed with all action taken subject to confirmation by mail or electronic vote.

Section 5: Mail Referendum

Whenever, in the judgment of the President, any question shall arise which he considers should be put to a vote of the voting members, and when he deems it inexpedient to call a special meeting for such purpose, he may, unless otherwise required by these Bylaws, submit such matters to the voting members in writing by mail or electronic ballot for vote and decision, and the question thus presented shall be determined according to the vote received by mail within thirty days after such submission to the voting members just as though the vote were cast a regular or special meeting of the voting members, provided that in each case votes of at least a majority of the voting members shall be received. Any and all action taken in pursuance of mail or electronic vote in each such case shall be binding upon the Association and its members. Likewise, a mail referendum may be ordered by written request to the President by twenty-five percent (25%) of the voting members of the Association.

Section 6: Order of Business

The order of business for meetings of the Association shall be as determined by the President. In the absence of the President, the acting presiding officer shall determine the order of business. The order of business may be altered at any meeting by a majority vote of the voting members present. Robert’s Rules of Order shall govern except when otherwise provided in these Bylaws.

Section 7: Voting

At each meeting of the Association, each voting member in good standing shall have one vote only, either in person, or by proxy.

Section 8: Committees

Committee’s, Standing or Special, shall be appointed by the President as the association shall deem necessary to carry on the work of the association. The President shall be ex-officio of all committees except the nominating committee. (Added Jan. 2009)

Section: 9: Meetings

Members of the Board, standing committees, special committees, and committees at large may participate in a meeting through use of conference telephone, video conferencing or similar communications equipment, so long as members participating in such meeting can hear one another. Minutes of the meeting must be taken by a secretary or chairman and be made available for review by board/committee members. Voting by participating board/committee members may be done via email so long as the results are made available to all board/committee voters. Results should include the name of the voter and the position of their vote. (Added Jan. 2009)

Article V: Board of Directors

Section 1: Government of the Association

The affairs of the Association are to be governed by its Board of Directors, hereinafter called the Board. The Board will be composed of seven (7) members. All members of the Board of Directors, including the President, are voting members of the Board.

Section 2: Duties

The Board shall have control and management of the affairs of the Association, with authority to conduct the business of the Association.

Section3: Vacancies

Vacancies caused by the death, resignation, loss of voting member status, or otherwise, of any Board member, shall be filled by interim appointment by the Board until the next annual election, special meeting, or mail or electronic vote called for that purpose.

Section 4: Removal for Cause

Any elected officer or member of the Board of the Association may be removed from office for conduct on his part likely, in the opinion of the Board, to endanger the welfare, safety, interest, or character of the Association, by the affirmative vote of two-thirds (2/3) of the members of the Board, provided however, that notice in writing, together with a copy of the charges and specification shall have been sent to such officer or member of the Board at least twenty (20) days before the meeting of the Board, where such action shall be considered and an officer or member of the Board so accused may appear before the Board at that meeting. The majority decision of the Board of Directors at such meeting shall be final.

Article VI: Officers

Section 1: Number of Officers

The officers of the Association shall be the President, the Secretary, and the Treasurer. Other officers may be elected according to the pleasure of the members, including, but not limited to a First Vice-President and a Second Vice-President.

Section 2: Election of Officers

All officers shall be elected by a majority of the voting members at the regular annual meeting of the Association, or at a special meeting called for that purpose. The officers, so elected, also become members of the Board of Directors upon installation in their offices.

Section 3: Installation of Officers

All officers duly elected in accordance with this Article, Section 2, shall be installed, and take office, within sixty (60) days of the election of officers.

Section 4: Term of Officers

All officers duly elected in accordance with this Article, Section 2, shall hold office for a period of two years or until their successors are elected.

Section 5: President

The President shall be the Chief Executive Officer of the Association. He shall preside at all meetings of the Association. He shall have general charge of the business of the Association, shall execute with the Secretary, in the name of the Association, all deeds, bonds, contracts, and other obligations and instruments authorized by the Board of Directors to be executed.

Section 6: Vice President

The Vice-Presidents shall be vested with all the powers and in order of their precedence shall perform all of the duties of the President, in case of the absence or disability of the President. The Vice-Presidents shall also have such other powers and shall perform such other duties as may be assigned to them by the Board of Directors.

Section 7: Secretary

The Secretary shall keep or cause to be kept full and accurate minutes of all proceedings of the meetings of the Association in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the Association, all deeds, bonds, contracts, and other obligations, and instruments authorized by the Board of Directors to be executed. He shall be the custodian of the corporate seal of the Association, and, when so ordered by the Board, shall affix the seal to deeds, bonds, contracts, and other instruments. He shall keep and have charge of the journal of meetings of the Board, the Book of Bylaws, and such other books and papers as the Board may direct. He shall, in general, perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.

Section 8: Treasurer

The Treasurer shall keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Association in the books to be kept for the purpose. He shall receive and deposit or cause to be received and deposited all monies and other valuables of the Association, in the name and to the credit of the Association, in such depository as may be designated by the President or by the Board of Directors. He shall distribute or cause to be distributed the funds of the Association as may be directed by the President or by the Board, taking proper vouchers of such disbursements. He shall render or cause to be rendered to the President, and to the Board, whenever they may require, accounts of all his transaction as Treasurer, and of the financial condition of the Association. He shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board. At the expiration of his term of office, the Treasurer shall deliver over to his successor, or in the absence of a Treasurer-Elect, to the President, all books, monies, and other properties.

Article VII: Area of the Association

The area of the Association shall be as follows: All of the fifty (50) United States of America, and all of the twelve (12) Provinces of Canada.

Article VIII: Fiscal Administration

Section 1: Fiscal Year

The fiscal year shall begin January the 1^st of each year.

Section 2: Dues

Dues and assessments shall be established and may be modified at any meeting of the Board by a majority of the Board members entitled to vote.
A member or his proxy will lose his right to vote on any issue if his dues are sixty (60) days or more in arrears at the time of any vote in person, by proxy, by mail or electronic vote. His right to vote shall be restored upon his payment of his dues that are in arrears and upon the acceptance of the payment by the Association. At the start of each meeting of the Association, the Treasurer shall advise the President, the Secretary, and other Board members present of the status of any member of the Association who is not entitled to vote at that meeting.
The Treasurer shall be authorized to assess a past due service charge to the account of any member whose dues account is in access of sixty(60) days delinquent. The amount and terms of the assessment shall be determined by action of the Board and may be changed by the Board at any time. The Board may also exempt a delinquent member from specific past due service charges if the Board determines special circumstances justify such exemption.

Article IX: Amendments

These Bylaws may be repealed or amended, or new Bylaws may be adopted, at any regular annual meeting or at any other meeting of the Association called for that purpose by a vote representing a majority of the members entitled to vote. Bylaws to be repealed or amended or new shall be mailed via postage to all members entitled to vote a minimum of 45 days prior to any regular annual meeting or any other meeting of the Association called for that purpose. The written consent of the majority of the members entitled to vote, by person or proxy, shall also be effectual to repeal or amend any Bylaws or to adopt additional Bylaws. Bylaws amendments shall be placed into effect immediately once passed by a vote representing a majority of members entitled to vote. (Revised Jan. 2009)

Article X: Dissolution

Upon winding up and dissolution of the Association, after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a non-profit fund, foundation, or association which is organized and operated exclusively for charitable, education and/or scientific purposes, and which is in a position to utilize the funds in such a manner that would further the interests of the masonry heater industry, and which has established its tax-exempt status under the appropriate section of the Internal Revenue Code.

By-Laws of the MHA