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Bylaws of the Houston Area Coating Society

COATING SOCIETY OF THE HOUSTON AREA

(Revised May, 2003 & Adopted by Board of Directors) (Amended November,2006)

This group is to be known as the Coating Society of the Houston Area. Originally chartered in 1956.

OBJECTIVE:

. To further the knowledge of surface preparation, selection of coatings and coating systems, and application of protective coatings for all concerned through discussions and planned programs.

. Interchange of ideas, experience, and state-of-the-art practices in preventing corrosion.

. Better understanding by the users, suppliers, and contractors of their mutual problems.

BY-LAWS

ARTICLE I – MEMBERSHIP

Section 1 The members of this corporation may consist of any persons or companies involved in the corrosion industry (such as users, applicators, inspectors, and suppliers).

Section 2 Application for membership shall be submitted on the form to be furnished by the Society. Applicant shall fully complete said form and shall sign his usual signature in the place designated.

All applications for membership are subject to review and approval or disapproval, whichever is deemed appropriate, by the Board of Directors.

Section 3 Each member shall renew his membership annually by completing and returning the application form with the appropriate donation indicated on the application. The form should be returned prior to the January meeting of each year. New membership applications are encouraged throughout the year. Failure by a member to return this card shall constitute a discontinuation of his membership.

ARTICLE 11- MEETINGS OF MEMBERS

Section 1 Regular meetings of the corporation shall be held on the first Thursday of each month of the year except June, July, and August.

The Board of Directors may select an alternate meeting date when Holidays conflict with the first Thursday of the month.

Section 2 The annual meeting of the corporation shall be held on the regular meeting night in November of each year.

Section 3 The President, at his discretion, may call (and upon the written request of five (5) members shall call) special meetings of the members. Notice of special meetings shall specify the purpose for which the meeting is called, and no other business shall be transacted thereat unless by unanimous consent. Notice of such meetings shall be given in writing at least fortyeight (48) hours before the time for such meetings, but if given in person or by telephone such notice need not be given in advance but shall be given sufficiently long to permit attendance.

Section 4 Five (5) members of the Board of Directors plus the officers or their designated representatives of the corporation shall constitute a quorum for the transaction of business at any meeting of the members.

Section 5 In order to continue the objective of the corporation in the meetings, the program committee should plan and submit a potential list of nine programs for the year no later than the January meeting.

ARTICLE 111- MEETINGS OF DIRECTORS

Section 1 Regular meetings of the Directors shall be held immediately prior to the regular meetings of the members or between regular meetings at the discretion of the officers.

Section 2 The President, at his discretion, may call (and upon the written request of five (5) members shall call) special meetings of the Members of the Board. Notice of special meetings shall specify the purpose for which the meeting is called, and no other business shall be transacted thereat unless by unanimous consent. Notice of such meetings shall be given in writing at least forty-eight (48) hours before the time for such meetings, but if given in person or by telephone such notice need not be given in advance but shall be given sufficiently long to permit attendance.

Section 3 Five (5) members of the Board of Directors plus the officers of the corporation or their designated representativesshall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

ARTICLE IV – COST OF OPERATION

Section 1 The President shall appoint a standard Finance/Budget Committee whose responsibility will be to raise monies to operate the Society.

Section 2 To avoid cost to the Society for a meeting room, all regular meetings will be dinner meetings. Members attending these meetings shall pay for the cost of their meals.

ARTICLE V – OFFICERS AND DIRECTORS

Section 1 The officers of this corporation shall be a President, a Vice-President, a Secretary, and a Treasurer all of whom shall be members of the Society in good standing.

Any member of the Society shall be, if he is in good standing, eligible for election to any of the offices of the Society. An attempt shall be made to maintain an equal balance of factions of the corrosion industry.

Section 2 The President shall preside at all meetings of the members and of the Directors and shall have general supervision of the affairs of the corporation and shall be the chief executive officer of the corporation. He shall enforce the provisions of these By-Laws, direct matters of procedure, and appoint all committees the membership of which is not otherwise provided. He shall call special meetings of the members and of the Directors as he may deem advisable, shall be ex-officio of all committees, and shall perform all duties customarily exercised by the President of a corporation. At meetings of the members he shall vote only in case of a tie.

Section 3 In case of the absence or disability of the President, his duties during such absence or disability shall be performed by the Vice-President. The Vice-President shall be a member of the Program Committee.

Section 4 The Secretary shall act as a Secretary of all meetings of the members and of the Board of Directors and shall keep correct minutes of such meetings and have custody of all papers and correspondence of the corporation. He shall maintain an accurate register of all members of the corporation and their addresses. He shall be custodian of the seal of the corporation and shall affix the same upon all documents where a corporate seal may be appropriate. He shall be responsible for preparing and mailing out programs and other special announcements. The Secretary shall be a member of the Finance/Budget Committee. The Secretary shall provide documentation of those records and correspondence necessary to conduct any normal function of the Coating Society.

Section 5 The Treasurer shall receive all monies belonging to the corporation, keep an accurate account thereof, and deposit all funds of the corporation in its name in such bank or banks as may from time to time be designated for that purpose by the board of Directors. He shall pay all bills against the corporation by checks drawn from such funds. At all regular meetings of the members and of the Directors, he shall submit a statement of all his receipts and expenditures since his prior statement, including the balance on hand. Before entering upon the duties of his office, the Treasurer shall be covered by a surety bond, payable to the corporation, in the amount of four thousand dollars ($4,000.00). Cost of said bond to be paid from Society funds. The Treasurer shall be a member of the Finance/Budget Committee.

Section 6 All officers shall upon their election automatically become members of the Board of Directors.

ARTICLE VI – DIRECTORS

Section 1 The directors of the corporation shall consist of the following twenty-one (21) members and not more than three (3) ex-officio members that may be appointed by the President.

A. The outgoing President of the Society.

8. The four (4) annually elected officers of the corporation.

. To the maximum extent possible the Board of Directors shall be comprised of an equal balance of representatives of divisions of the coating industry.

. Board members must attend four (4) meetings during the year elected for continued eligibility to hold membership to the Board of Directors.

ARTICLE VII – ELECTION OF OFFICERS AND DIRECTORS

Section 1 The officers and directors of the Society shall be elected at the annual meeting in November of each year and shall take office for one year beginning on the first day of January next thereafter.

Section 2 In case of any vacancy occurring at any time in any office, such vacancy shall be filled for the unexpired term by the Board; but pending such election the President, at his discretion, may appoint some suitable person to fill such vacated office.

Section 3 The President shall appoint a nominating committee composed of major divisions of the coating industry as outlined in Section 1 of Article I. The nominating committee shall consist of, but not limited to, at least four Board members.

Section 4 Nominating Committee shall make nominations for all offices including the officers and the Board of Directors. The ballot shall be prepared and sufficient copies shall be on hand for the annual meeting.

Section 5 The membership shall be given an opportunity to make additional nominations for any or all offices.

Section 6 The Nominating Committee shall assist the President in conducting the election and shall count the ballots immediately after the election.

Section 7 Any member in good standing who is present at the annual meeting is eligible to vote.

Section 8 The Secretary of the corporation shall take custody of the ballots after they are counted and preserve them in a safe place for a period of one year after the election.

ARTICLE VIII – COMMITTEES

Section 1 President to appoint all committees that he deems necessary.

Section 2 There shall be three (3) standing committees:

. Program Committee of five (5) including the Vice-President. It shall be the duty of this committee to deter all commercialism or sales promotion in programs presented to th is association.

. Finance/Budget Committee of three (3) or more including the Treasurer and secretary.

ARTICLE IX – PARLIAMENTARY PROCEDURE

Except as otherwise provided in these By-Laws, the proceedings of the regular meetings and the Directors’ meetings shall be governed by the latest edition of Roberts’ Rules of Order.

ARTICLE X – SEAL

The Seal of the corporation shall be a circular device with the name of the corporation around the perimeter and containing in the center a five-pointed star and the letters TEXAS.

ARTICLE XI – AMENDMENTS

These By-Laws may be amended from time to time by the Board of Directors and by the officers of the corporation.

ARTICLE XII – AMENDMENT

In the event this corporation ever has to be dissolved the following action shall be followed. After all expenses have been paid, any monies left will be donated to:

1. Shriners Burn Institute, Galveston, Texas

2. Shriners Children’s Hospital, Houston, Texas

3. NACE Scholarship Fund

ARTICLE XIII – AMENDMENT (November 2, 2006)

These By-Laws are amended to reflect a change in the election of the Board of Directors.

The Board of Directors will be comprised of 30 elected members in good standing with the Society (minimum of 21) and not more than 3 ex-officio members appointed by the President.

Additional members are the outgoing President of the Society and the elected officers of the Society.

Article XIV – Amendment (April 6, 2016)

These By-Laws are amended to reflect the acknowledgement of the following events and programs:

Events

The Coating Society of the Houston Area (CSHA) shall conduct special events such and Painters Competitions, Trade Shows, Golf Tournament’s etc. as deemed beneficial to the operation of the society by the executive board and board of directors. The purpose of these functions shall be to provide opportunities for industry networking, and for advancement of commerce, training and technology in the coating industry. And, to provide revenue for the annual operations of the CSHA including vocational training in the industry, as well as academic and benevolent support of active members in good standing.

Programs

The Coating Society of the Houston Area (CSHA) may authorize specific programs for vocational training in the industry and for academic and benevolent support of active members in good standing. Programs such as the following are permitted by these by-laws and will be overseen by the executive board supported by duly appointed committee leaders.

Academic Scholarship

Vocational Scholarship

Benevolence Committee

The programs’ administrators, scope and budgets shall be approved annually by unanimous consensus of the executive board and at least 75% of the board of directors.  Each approved program will have scope and purpose statements which will include the rules and guidelines for qualification of CSHA scholarships and gifts. These purpose statements will include eligibility guidelines and shall be approved by the CSHA executive board and the board of directors. The statements shall be kept on file by the CSHA Secretary, and available for public review. The spending authority of each program will be strictly limited by the documented program rules/set formulary as approved annually by the executive board and the board of directors.