DPHA BYLAWS
As of February 2007


ARTICLE I - NAME AND OFFICE

Section A - Name: The name of the corporation is Decorative Plumbing & Hardware Association, Inc. (DPHA)

Section B - Office: the Board of Directors shall determine DPHA’s principal office.


ARTICLE II - OBJECTIVES

The purposes for which DPHA is organized are to:

• Promote the increased use of the products and services of the decorative plumbing and hardware industry;
• Analyze and inform the membership of conditions affecting or which may affect the industry;
• Create partnership programs that will provide benefits, forge partnerships and represent the interests of DPHA members;
• Enhance the professionalism and assist in the development of stronger partnerships between DPHA independent dealers, representatives, manufacturers, importers as well as other allied organizations;
• Promote higher standards among independent dealers, manufacturers, and importers involved in the decorative plumbing and hardware industry;
• Develop standards and mediums for the more efficient dissemination information beneficial to the decorative plumbing and/or hardware industry;
• Conduct educational activities;
• Develop programs to improve the quality and operation of independent dealers, manufacturer’s representatives, manufacturers, importers and others associated with allied organizations involved in the decorative plumbing and hardware industry; and
• Promote the use of DPHA experts and resources.
  
  
  ARTICLE III - PROPERTY
  
  No part of DPHA’s property shall inure to the benefit of any Officer, Director, chapter or member of DPHA. On dissolution or liquidation of DPHA, any of its assets remaining after payment of all liabilities shall be distributed by vote of the Board of Directors to any nonprofit corporation (s) or association (s) whose objectives are similar to DPHA’s.
  
  
  ARTICLE IV - MEMBERSHIP
  
  Section A - Eligibility: Membership in DPHA shall be available to Independent Dealers, Manufacturer’s Representatives, Manufacturers /Importers that comply with other provisions of these Bylaws. Matters associated with each are defined and described below as follows:
  
  
  1. An Independent Dealer is defined as a privately held company whose primary business is the sale of high-value decorative plumbing and/or hardware to the consumer public or specifying trade. Independent dealers must either have one retail showroom with a minimum of 1000 square feet of showroom space or a showroom with two thirds of the space exclusively dedicated to high-value decorative plumbing and/or hardware merchandise.
  
  2. A Manufacturer’s Representative is defined as an individual or agency whose primary business represents goods and services provided by manufacturers and importers of decorative plumbing and/or hardware merchandise.
  
  3. A Manufacturer/Importer is defined as a legal entity whose primary function is to manufacture, assemble, finish or import decorative plumbing and/or hardware items.
  
  4. A Trade Associate is defined as an architect, designer, custom builder, contractor or trade professional involved in the specification and/or installation of decorative plumbing products/services.
  
  5. A Professional Member is defined as a business or individual offering products and services to showrooms, manufacturers, manufacturer representatives and trade associates whose principal business does not qualify them for membership in another DPHA membership category.
  
  
  Section B - Acceptance Procedure: Membership applications shall be reviewed by the Membership Committee, which shall approve or reject them.
  
  Section C - Honorary Membership: The Board of Directors, by majority of the total number of members of the Board, may elect as an Honorary Member any person no longer active in the decorative pluming and hardware industry who has demonstrated an interest in the sale and distribution of building materials and whose past experience in, or service to, the industry, or other special qualifications, justifies such election. Honorary Members shall have all the rights and privileges of Independent Dealers, except the right to vote and to hold office in the association or to serve as a director thereof. Honorary Members shall not be liable for dues. Any honorary membership may be terminated at any time by vote of a majority of the total number of members of the Board.
  
  
  Section D - Representation: Each Independent Dealer, Manufacturer’s Representative and Manufacturer/Importer member shall be entitled to one vote at General Membership Meetings.
  
  Section E - Censure, Suspension: A member may be censured or suspended as the Board of Directors may determine for actions prejudicial to the welfare, interest or character of DPHA including violation of other applicable portions of these Bylaws.
  
  1. A member who is suspended shall be denied the right to vote in DPHA affairs
  for neither a period not less than 30 nor more than 180 days.
  
  Section E - Termination: Membership in DPHA may be terminated under the following conditions:
  
  1. Voluntary Termination of Membership. Any member may resign at any time by giving written notice of resignation to the Executive Vice President. Any resignation shall take effect at the time specified therein, or, if no such time is specified immediately upon its receipt by the Executive Vice President. Unless otherwise stated therein, acceptance of such resignation shall not be necessary to make it effective.
  
  1. Involuntary Termination of Membership. The membership of any member may be terminated by an affirmative vote of the majority of the Board of Directors for either of the following reasons:
  i) Arrearage in dues, fees, assessments or other financial obligations to the association for a period of three (3) months or longer after notice of the arrearage has been sent to the member in arrears.
  ii) For good cause.
  
  Involuntary termination of membership shall be effective at such time as the Board may determine. The notice of any meeting at which such termination is contemplated shall contain a notice of the proposed termination. The member whose status is being challenged shall be notified thereof, in writing, by the meeting. Removal for cause shall occur only after the member has been given notice as stated above and has been provided with a reasonable opportunity to defend itself against all charges. Such member, if removed, may appeal from the decision of the Board to the annual meeting of the members, provided that notice of intent to appeal is provided to the Secretary at least thirty (30) days in advance of the meeting.
  
  Except as otherwise may be provided in these Bylaws, any member whose membership is terminated, either voluntarily or involuntarily, shall remain fully liable for any unpaid dues or assessment previously levied against such member and also fully liable for that member’s proportionate share of all obligations incurred by the association prior to the effective date of termination. The term “proportionate share” as used in these Bylaws, shall mean the same proportion (or percentage), as the member’s last dues assessed under these Bylaws are to the total last dues assessed all members in that member’s category of membership.
  
  Section F - Readmission. Any member whose membership was terminated, either voluntarily or involuntarily, shall be eligible to re-apply for membership in the association by submitting a properly executed application in the same manner as required by these Bylaws for new members; provided, however, that the basis for the original termination, if involuntary, no longer exists.
  
  Section G - Transfer of Membership. Membership in the association is not transferable or assignable.
  
  ARTICLE V - APPLICATION FEES AND DUES
  
  Section A - Application Fee: The application fee paid by applicant members shall be set annually by the Board of Directors. Such application fee shall accompany an application and shall be refunded in full if for any reason the application is not accepted.
  
  Section B - Dues: A given member’s annual dues shall be determined by the Board of Directors.
  
  1. A member shall be suspended when dues or other obligations have not been paid 90 calendar days from the date of the invoice.
  
  Section C - Other Charges and Fees: Any bill to a member that shall remain unpaid 90 days from the date of said bill shall begin to accrue interest at that rate which is the lesser of 1.5% per month or the maximum legal rate. In the event that collection activity becomes necessary, the member shall also pay all costs thereof, including attorney and/or collection agency fees, court costs, and such other fees and expenses customarily incurred in such activity.
  
  ARTICLE VI - MEETINGS
  
  Section A - Number: DPHA shall sponsor at least one annual general membership meeting per year.
  
  Section B - Quorum: All members present in person at the annual general meeting shall constitute a quorum.
  
  Section C - Special Meetings: Special general membership meetings may be called by the President or a majority vote of the members of the Board of Directors and shall be called by the Secretary upon receipt of a petition signed by 75% of the members eligible to vote. The Secretary shall mail notice of special meetings at least ten days prior to the date of the meeting and the notice shall state the purpose of a special meeting.
  
  
  ARTICLE VII - BOARD OF DIRECTORS
  
  Section A - Enumeration: DPHA shall have four Officers: a President, a President-Elect, a Secretary and a Treasurer, in that order of rank and no more than 36 Directors-at-Large, one of whom shall be the Immediate Past President.
  
  Section B - Responsibilities: The Board of Directors shall manage the property and business of DPHA and may exercise all powers of DPHA and do all such lawful acts and things not reserved to the members by statute, DPHA’s Certificate of Incorporation, or these Bylaws.
  
  Section C - Meetings: Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. The Board of Directors shall meet at least once a year.
  
  Section D - Special Meetings: A special meeting of the Board of Directors may be called by the Executive Committee on three days’ notice to each Director, or by a majority of the Board of Directors on one day’s notice to each Director.
  
  Section E - Quorum: A majority of the total number of Directors shall be necessary to constitute a quorum for the transaction of business at any meeting of the Board of Directors.
  
  Section F - Conduct: The current edition of Robert’s Rules of Order shall govern Conduct of meetings of the Board of Directors, except as they may be modified by rules adopted by the Board of Directors. Such rules or any one of them may be altered or suspended at ay meeting by majority vote of the members present.
  
  ARTICLE VIII - OFFICERS AND DIRECTORS
  
  Section A - Enumeration: DPHA shall have four Officers: a President, a President-Elect, a Secretary and a Treasurer, in that order of rank and Directors-at-Large, one of whom after December 31, 2003 be the Immediate Past President.
  
  Section B - Nomination: The Nominating Committee shall constitute no later than three months prior to the Annual Meeting to formulate a slate of individuals to fill Officerships and Directorships, except the President-Elect shall automatically assume the Presidency unless he or she is for any reason unable to do so. The Committee’s slate shall be formally announced by mail notification to the membership at least 60 days prior to the Annual Meeting. At the time of such notification, any duly authorized representative of a member firm or public agency member may make a nomination, provided that any person so nominated submits a letter to the secretary that states he/she agrees to serve if elected. Write-in nominations must be received at least 30 days prior to the Annual Meeting.
  
  1. Members shall be informed of persons nominated for office by written notice
  issued by DPHA no later than ten working days subsequent to such
  nominations having been made. A mail ballot shall accompany said notice.
  
  Section C - Eligibility: Any duly authorized representative of a DPHA member shall be eligible for office, except that no more than one representative of a given member shall serve as an Officer or Director during a fiscal year.
  
  1. A given individual may not serve more than three consecutive annual terms in the
  same office.
  
  Section D - Election: That nominee receiving a majority of the votes cast in person or by ballot at the Annual Meeting shall be declared elected. In the event that more than one individual is nominated for a given Office and no one so nominated receives a majority of the votes cast, those two receiving the most votes shall be voted upon again, and such process shall continue until one receives a majority of votes.
  
  1. Should such revoting become necessary, only those ballots naming one of the two run-off candidates shall be considered valid, unless the issuer of the ballot gives a member broader power by proxy.
  
  Section E– Term: The term for each DPHA Officer and Director shall be one year.
  
  Section F - Duties: Duties of the DPHA’s Officers and Directors are as follows:
  
  1. The President shall be the principal Executive Officer of DPHA and shall
  preside at all meetings of the General Membership, Board of Directors and the
  Executive Committee; supervise the affairs of the Association; serve ex officio on all committees; and have such other, further duties as pertain to that office and as may be conferred upon him or her by the Board of Directors. The President shall execute all contracts into which DPHA may enter unless execution thereof is delegated by the Board of Directors or these Bylaws to some other Officer or agent of DPHA. The President also shall serve as alternate signatory on all funds withdrawn from any DPHA account.
  
  2. The President-Elect shall exercise the responsibilities of the President in the event of the President’s absence or disability, and shall prepare to assume the Presidency in the coming fiscal year.
  
  3. The Secretary shall assure that a list of DPHA members is kept up-to-date;
  minutes of all proceedings of the Board of Directors and the Executive Committee
  are properly taken, distributed and stored; the seal of DPHA is kept in safe
  custody, and all archives of DPHA are properly maintained. In addition,
  when so authorized by the Board of Directors, the Secretary shall affix the seal of
  DPHA to any instrument requiring it and, when the seal is so affixed, it shall
  be attested to by the signature of the Secretary or the Treasurer.
  
  4. The Treasurer shall assure that DPHA’s funds are kept safe and that full and
  accurate accounts of receipts and disbursements are prepared. The Treasurer shall also prepare annually a proposed budget for DPHA which shall be discussed and
  voted upon by the Board of Directors.
  
  5. Directors-at-Large shall be responsible for overseeing the operations of key
  DPHA programs and perform other duties and assume responsibilities for programs and activities delegated by the President and Board of Directors.
  
  6. Immediate Past President shall chair the Nominating Committee and be responsible for other duties that may delegated by the President and Board of Directors.
  
  Section G - Vacancies: Should any office or directorship become vacant, the Executive Committee shall nominate an individual to complete the remainder of the term involved, except the President-Elect shall assume the vacated office of President, and shall continue to so serve through the following fiscal year. A nomination to fill any other vacated position shall be voted upon by the Board of Directors within thirty days of such vacancy occurring, at a regularly scheduled meeting if convenient or, if necessary, at a special meeting or by mail ballot.
  
  1. No person may hold more than one office at the same time.
  
  Section H - Removal From Office: An individual shall be removed from office automatically if the individual shall become unaffiliated with a member. In the event that an Officer or Director changes affiliation with a member during a year, and some other representative of the member firm involved already is serving as an Officer, the office of lesser rank shall automatically be vacated.
  
  1. An officership or directorship at any time may be declared vacant by a majority vote of the Board of Directors. Typical causes for such action shall include, but not be limited to, failure to abide by DPHA’s Bylaws or Code of Ethics, repeated and inexcusable absences from meetings of the Board of Directors, or conviction of a felony.
  
  
  ARTICLE IX - EXECUTIVE COMMITTEE
  
  There shall be an Executive Committee consisting of the President, President-Elect, Secretary, the Immediate Past President and at least one member of the Board of Directors elected from the members thereof. The Executive Committee shall have all powers and duties of the Board of Directors between meetings of the Board of Directors.
  
  ARTICLE X - COMMITTEES
  
  The President shall appoint the chairperson of each DPHA committee. The President shall also appoint members of each DPHA committee, but with the advice of the chairperson of each such committee.
  
  Section A - Standing Committees: Standing committees shall function on a full-time basis from year to year and shall be determined by the Board of Directors
  
  Section B - Special Committees: The President and Board of Directors shall formulate Special Committees during a year to consider matters which otherwise do not require full-time attention. Special committees shall include, but not be limited to:
  
  
  1. The Bylaws Committee, which shall constitute no later than two months prior to the Annual Meeting to review these Bylaws and to suggest such amendments as it may deem appropriate. If no amendments are considered necessary, the Committee shall so inform the Board of Directors.
  
  2. The Nominating Committee shall constitute no later than three months prior to the
  Annual Meeting to develop a slate of nominees to fill officerships and directorships during the coming fiscal year.
  
  Article C - Task Committees: Task committees shall be formed for the purpose of considering specific exigencies identified by the President or the Board of Directors. Once a task committee accomplishes its objective, or when it is believed by the President or Board of Directors that the Task Committee shall otherwise serve no useful purpose, such committee shall be dissolved.
  
  Section D - Other Committees: Other standing or special committees may be established but each such committee shall dissolve automatically ninety days after the start of each fiscal year unless it shall otherwise be re-established by the Board of Directors.
  
  ARTICLE XI - FISCAL YEAR
  
  The Board of Directors shall determine DPHA’s fiscal year.
  
  ARTICLE XII: COUNCIL OF FELLOWS
  
  The Council of Fellows shall comprise recognized leaders of the Association and the industry. Fellows shall take on assignments that the Council deems vital to the continued success of the Association and the industry. Assignments may be referred in writing by the Board of Directors, or may be initiated by the Council, on its own or in response to suggestions offered by others. The Council is not obligated to pursue matters referred by the Board, but shall give such matters due consideration and shall suggest effective alternatives in the event it decides to not pursue a Board-referred matter. The Council shall have the right to request funding at any time, but may expend Association monies only from a Board-approved budget.
  
  Section A – Criteria for Appointment: Fellows may be Dealers, Manufacturers Representatives or Honorary Members, providing each shall have been involved with the Association or industry for at least five (5) years immediately prior to appointment, and – during that period – made conspicuous contributions of time and talent to the Association and industry, in pursuit of goals identified by the Council.
  
  Section B – Appointments: The Board of Directors shall appoint five initial Fellows. Thereafter, all subsequent appointments to the Council of Fellows shall be made by the Council or the Board of Directors. The Board of Directors shall vote on each individual nominated as a Fellow.
  
  1. Time of Appointment: Appointment to the Council of Fellows may be made at any time, with presentation of the appropriate commemorative instrument to be considered a formality.
  
  2. Size Limitation: There shall be no limit to the size of the Council, nor shall there be any limit to the number which may be appointed at any given time or during a given year. However, the criteria which a Fellow must meet, and the need to provide to each Fellow an appropriate level of responsibility, place practical restrictions on Council size.
  
  Section C – Term of Appointment: Fellowship status shall be granted for life, but the Council shall, by majority vote, terminate the Fellowship of an individual unwilling to dedicate the time required to pursue assigned tasks, or for violation of industry ethics. Any Fellow otherwise ineligible to continue membership in the Association, e.g., an individual who retires from a firm, shall have Honorary Membership conferred by the Board of Directors.
  
  Section D – Recognition: A Fellow shall be recognized initially through presentation of a commemorative instrument, and through other appropriate means. In addition, Fellows shall be authorized to use after their names the letters FDPHA., designating Fellow/Decorative Plumbing and Hardware Association.
  
  Section E – Authority to Represent: Neither the Council of Fellows nor any individual Fellow shall have authority to represent the official position of the Association unless and until such position has first been approved by the Association’s Board of Directors. No Fellow shall have authority to represent the position of the Council of Fellows unless and until the Council has first approved that position.
  
  Section F – Manner of Acting: The Council shall designate its Chairperson and shall meet at the Chairperson’s call. Council decisions shall be made by a majority of Fellows voting in person or by proxy. The Council shall appoint such committees that in its judgment are required to accomplish specific goals and objectives. The Council of Fellows is at liberty to recruit whomsoever it wishes to help in its pursuit of goal accomplishment.
  
  1. Board Liaison: At least one Fellow should represent the Council at each meeting of the Board of Directors. Unless otherwise so entitled, the Fellow shall not have the right to vote at such meeting.
  
  
  ARTICLE XIII
  LIMITATIONS OF LIABILITY
  
  Nothing herein shall constitute members of the association as partners for any purpose. No officer, director, member, agent or employee of the association or of any member shall be liable for the act or the failure to act on the part of any other officer, director, member, agent or employee of the association.
  
  ARTICLE XIV
  AMENDMENTS
  
  These Bylaws may be amended or altered in whole or in part, at any duly constituted meeting of members upon the affirmative vote in favor of any proposed amendment of at majority of the Board of Directors. Notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each board member entitled to vote at such meeting within the time provided in these Bylaws for the giving of notice of the meeting. A duly noted proposed change need not be accepted or rejected in its entirety, but may be adopted with such modification as the Board of Directors may deem appropriate.
  
  ARTICLE XV
  INDEMNIFICATION
  
  Section A - Persons Indemnified. Each person who at any time has served or serves as director, officer, staff member, or other duly authorized representative of the association of his or her heirs, executors, administrators, successors, assigns, or legal representative, shall be indemnified by the association for:
  a) Reasonable expenses, including, but not limited to counsel fees and disbursements and amounts of judgments, fines or penalties, actually and necessarily incurred in connection with any threatened, pending or completed civil, criminal, administrative or other investigation, proceeding, claim, action, or suit in which such person becomes involved or is threatened with becoming involved, by reason of any act or omission on his or her part in his or capacity as director, officer, staff member or other authorized representative of the association (_ction being hereinafter used to mean any investigation, proceeding, claim, action or suit as defined in the Subsection); and
  b) Reasonable payments made by such persons as a prejudgment settlement or in satisfaction of any post-judgment order of fine or penalty imposed in connection with any action in which such person becomes involved in his or her capacity as director, officer, staff member or other authorized representative of the association.
  
  Provided, however, that no director, officer, staff person or other duly authorized representative of the association shall be indemnified of the above outlined expenses if (1) the pertinent actions shall be settled by agreement predicted on the existence of such person’s willful misconduct or negligence; (2) such person shall be adjudged in such actions to have engaged in willful misconduct or criminal acts or omissions, or to have acted negligently in the performance of his or her duties to the association, unless any such misconduct or negligence did not relate to matters of sufficient consequence to warrant the withholding of the indemnity herein provided; or (3) any such judgments or settlements are payable to the association itself.
  
  Section B - Determination. The Board of Directors acting, if feasible, by a quorum consisting of persons not parties to or involved in such action, shall make the final and conclusive determination of all matters under the provisions of this Article and, when making such determination, may rely on the written opinion of the association’s legal counsel.
  
  Section C - Expenses. If so decided by the Board of Directors acting in accord with Section 2 above, expenses incurred which are subject to indemnification hereunder may be advanced by the association prior to final disposition of the action, provided that the association shall first receive assurances from the recipient of such advances that such advances will be repaid if it shall ultimately be determined by the Board that the recipient is not entitled to indemnification.
  
  Section D - Rights. The rights of indemnification herein provided shall be in addition to any other rights to which those to be indemnified may otherwise be entitled by agreement, vote of directors, operation of law or otherwise, and shall be available whether or not the claim asserted against such person is based upon matters which antedate the adoption of this Article XIV.
  
  Section E - Force and Effect. If any word, clause or provision of this Article XXIV or any indemnification made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be effected thereby, but shall remain in full force and effect.
  
  ARTICLE XVI
  DISSOLUTION
  
  Upon the dissolution of the association, after payment of all indebtedness of the association, any remaining funds, investments and other assets of the association shall be distributed in accordance with the laws of the State of Maryland and in the manner determined by affirmative vote of two-thirds (2/3) of the then members of the Association.
  

Dealer benefits

Manufacturer benefits

Representative agency benefits