ByLaws

Section 1 – Qualification

Membership is open to anyone who owns a business in Custom Home Decor or a niche area of Custom Home Decor.  Areas of which a member may potentially be able to qualify include but or not limited to: Draperies, Soft Furnishings, Upholstery and Installers, Areas of speciality include but are not limited to: embroidery and  outdoor furnishings to name a few.

Proof of ownership of a business may be required for verification.  This may or may not include federal; tax ID or state sales tax

Section 2-Industry Partner

Qualifications for Industry Partner include but or not limited to anyone who is a resource to the Custom Home Decor Business including the promotion for businesses for Custom Home Decor.

Section 3- Application and Approval

Any individual, business or Industry Partner qualifying for membership under sections 1 &2, may do so by submitting an application under the appropriate category and upon approval of the Executive Committee.  

Section 4- Resignation

Any member that is in good standing with the CHDN may resign by giving written

notice of their intention to do so.  No refund of any portion of their dues will be made.

Section 5- Failure to Pay Dues

Any member who fails to pay their annual dues within thirty (30) days of their final notice shall be dropped from their membership of the CHDN along with all privileges of membership.

Section 6- Suspension or Removal of a Member

Any member, with majority vote of the Executive Board of the CHDN at a regular or Special meeting may be suspended or have their membership terminated for refusal to comply with the ByLaws or any action determined to be in conflict or deemed detrimental to the CHDN. 

A member subject to suspension or removal may ask to meet with the executive board in a special and private session.  Minutes of this meeting are to be confidential.

A member may be reinstated with the majority vote of the Executive Board.

Section 1. Place of Meetings: 

Meetings of members shall be held by web conferencing or at such place as may be determined from time to time by the Executive Board of the CHDN

Section 2. Annual and Monthly Meetings: 

Each month the CHDN will have a meeting of the membership on a topic voted on by the members at the annual meeting.  The CHDN shall hold an annual meeting of members on such date and at such time as shall be determined from time to time by the Board of Directors, at which meeting members shall elect a Board of Directors and transact any other business as may properly be brought before the meeting.

Section 3. Special Meetings: 

Special meetings of members, for any purpose or purposes, may be called at any time by the President or Co-President of the Executive Board. Business transacted at any special meeting shall be confined to the purpose or purposes set forth in the notice of the special meeting.

Section 4. Notice of Meetings: 

Notice of meeting will be given by email to the members and by social media.

Section 5. Voting at Meetings: 

Action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action. Directors shall be elected by a plurality of the votes cast by the Members entitled to vote in the election.  Each member is entitled to one vote.

Section 6. Annual Statement: 

The Executive Board shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year.

Section 1. Powers of Executive Board

The business and affairs of the CHDN shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all lawful acts and things, subject to any limitations set forth in these Bylaws or the Articles of Incorporation for the corporation

Section 2. Number, Qualification and Election

The number of directors shall be set at 5. Each director shall be at least 18 years of age. The directors need not be residents of the state of incorporation. The directors shall be elected by the members at the annual meeting of shareholders by the vote of members Each director shall be elected for a term of 2 year(s), and until his or her successor shall be elected and shall qualify or until his or her earlier resignation or removal.

Section 3. Nomination of Executive Board

The Board of Directors shall nominate candidates to stand for election as members; and other candidates may also be nominated by the membership provided  such nomination is submitted in writing to the Corporation’s Secretary no later than 30 days prior to the annual meeting of the membership. 

Section 4. Vacancies

Except as otherwise provided by law, any vacancy in the Board of Directors occurring by reason of an increase in the authorized number of directors or by reason of the death, withdrawal, removal, disqualification, inability to act, or resignation of a director shall be filled by the majority of directors then in office. The successor shall serve the unexpired portion of the term of his or her predecessor. Any director may resign at any time by giving written notice to the Board or the Secretary.

Section 5.  Meetings

1. Regular Meetings: Regular meetings of the Board of Directors shall be held once a month and without notice and at such time and place as determined by the Board.
2. Special Meetings: Special meetings of the Board may be called by the Chairperson or the President on two days’ notice to each Director, either personally or by telephone or email.

Section 6. Quorum and Voting at Meetings

A majority of the total number of authorized directors shall constitute a quorum for transaction of business. The act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as provided by law, the Articles of Incorporation, or these Bylaws. Each director present shall have one vote.

Section 7. Committees of Directors

The Board of Directors, by resolution, may create one or more committees, each consisting of one or more Directors. Each such committee shall serve at the pleasure of the Board. All provisions under the Statutes and these Bylaws relating to meetings, action without meetings, notice, and waiver of notice, quorum, and voting requirements of the Board of Directors shall apply to such committees and their members.

Section 8. Consent in Lieu of Meetings

Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting of all members of the Board or committee, as the case may be, consent thereto in writing, such writing or writings to be filed with the minutes or proceedings of the Board or committee. 

Section 9. Removal of Directors

Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 1. Positions

The officers of the CHDN shall be  President,Vice President a Secretary, and a Treasurer and such other officers as the Board may from time to time appoint, including one or more Presidents and such other officers as it deems advisable. Each such officer shall exercise such powers and perform such duties as shall be set forth herein and such other powers and duties as may be specified from time to time by the Board of Directors. The officers of the Corporation shall be elected by the Executive Board.

Section 2. Election of Officers

The President, Vice President, Treasurer, and Secretary shall be elected annually by the Executive Board.  Terms for officers shall be one year. 

Section 3. President

The President shall be the chief operating officer of the Network and shall have full responsibility and authority for management of the day-to-day operations of the Network. The President shall be an ex-officio member of all committees and shall have the general powers and duties of management and supervision usually vested in the office of president of a corporation.

Section 4. Secretary

The Secretary shall attend all meetings of the Board and all meetings of the shareholders and shall act as clerk thereof, and record all the votes of the Corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, and under whose supervision the Secretary shall be. The Secretary shall maintain the records, minutes, and seal of the Corporation and may attest any instruments signed by any other officer of the Corporation.

Section 5. Treasurer

The Treasurer shall be the chief financial officer of the Corporation, shall have responsibility for the custody of the corporate funds and securities, shall keep full and accurate records and accounts of receipts and disbursements in books belonging to the Corporation, and shall keep the monies of the Corporation in a separate account in the name of the Corporation. The Treasurer shall provide to the President and directors, at the regular meetings of the Board, or whenever requested by the Board, an account of all financial transactions and of the financial condition of the Corporation.

Section 6. Term of Office

The officers of the Corporation shall hold office until their successors are chosen and have qualified or until their earlier resignation or removal. Any officer or agent elected or appointed by the Board may be

removed at any time, with or without cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office as a result of death, resignation, removal, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 7. Voting

Each member that is in good standing is entitled to one vote.  The vote is to be casted electronically.  A non-respnse vote will be deemed a ‘yes’  vote.  A membership voting list will be produced for the executive board by the secretary  and closed 30 days before voting begins. 

Section 1.  Dues

The amount for the dues will be determined after the annual budget is approved by the Board of Directors and Members.

Section 2. Budget

A proposed budget, based upon membership survey of proposed network benefits, shall be submitted by_______________________  at the ___________________ meeting.

Section 3. Fiscal Year

The fiscal year shall be the calendar year.

Section 4. Financial Records- EOY

The financial records for the Custom Home Decor Network, will be updated and maintained by the Treasurer.  The Treasurer will produce annual financial statements for the membership at the end  of the fiscal year including but not limited to: Balance Sheet, Budget versus Actual Expense, income statement and cash flow statement. The financial records for the membership shall be stored on the membership portal of the website and available for review at any time for a member. 

A).  Monthly Cash Flow Statement: Within 10 days, after the end of the month, a cash flow Statement shall be produced for the membership by the Treasurer and posted on the membership portal website.

B).  Budget versus Actual: Expenditures for the association shall be maintained and produced for the membership quarterly and posted on the members’ portal of the website.

C). Financial Review and Audit: Following an election and prior to the start of a new Board of Directors, a financial review will be done in odd number of years with an audit in even number of years.  Each financial review and audit shall be produced with an auditor’s report for membership review that shall be posted on the member’s portal of the website.

Section 5. Execution of Instruments

All contracts, checks, drafts (electronic or otherwise), or demands for money and notes and other instruments or rights of any nature of the CHDN shall be signed by such officer or officers as the Board of Directors may from time to time designate.  An expenditure over the amount of $100will require the signature of two members of the Board of Directors.  

The Board of Directors shall have the power to make, adopt, alter, amend, and repeal from time to time the Bylaws of the CHDN except that the adoption, amendment, or repeal of any Bylaw regulating the election of directors shall be subject to the vote of shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast at any regular or special meeting of the shareholders, duly convened after notice to the shareholders of that purpose.

The foregoing Bylaws were adopted by the Board of Directors on

April 10, 2020.