INDIANA
FABRICATORS ASSOCIATION, INC.
Date:
Gentleman:
The
undersigned company is actually and directly engaged in the fabrication of
structural material, with a plant located in Indiana as provided by
The
undersigned company agrees, that if duly elected to such membership, it will at
all times during the period which the undersigned shall remain as a member of
the Association, abide by the terms of said Association’s by-laws together with
any resolutions adopted by the members of said Association.
____________________________
___________________________
Authorized Signature Company
Name
____________________________ ___________________________
Title Mailing
Address
___________________________
City,
State & Zip
(Corporate Seal) ___________________________
Telephone
___________________________
Fax
___________________________ _______________________Tons
Attest Annual
Plant Capacity
OF
INDIANA
FABRICATORS ASSOCIATION, INC.
The name of the corporation is
The purposes for which the corporation is formed are:
a. To be and operate as a trade association or business league not organized for profit;
b. To consider and deal by all lawful means with common problems involved in the fabrication of structural steel and to secure cooperative action in advancing the common purposes of its members;
c. To promote the use of fabricated structural steel;
d. To exchange, compile, and publish information of benefit to the structural steel industry may better serve the public;
e. To promote ethical principals and practice within the steel fabricating industry which may better serve the public;
f. To do anything necessary, lawful, and proper to promote the welfare of the steel fabricating industry and the common interest of the members of this corporation and otherwise accomplish the purposes set forth herein;
g. The corporation shall not engage in the performance of particular services for particular member or persons, and no part of the net earnings of the corporation shall inure to the benefit of any member or individual.
Section 1. Business Member: Any reputable corporation, partnership, or
sole proprietorship actually and directly engaged in the fabrication of
structural steel material, having a fabricating plant or sales office in the
state of
Section 2. Individual Members: Each business upon becoming a member of the
corporation shall nominate one individual who is either the owner or one of the
corporation. Upon such nomination, the
individual becomes eligible for membership.
There may be but one individual member from a particular business member
at any one time.
Section 3. Application for Membership: The application for membership of any
business or individual shall be submitted in writing to the board of directors
for approval. An applicant, by making
application, agrees to abide by the Articles of Incorporation and By-Laws of
the corporation and to pay all dues levied while he is regular or special
meeting shall be necessary for election to membership.
Section 4. Resignation: Any member may withdraw from the association,
provided the written notice of such withdrawal be given to the
Secretary-Treasurer, not less than 90 days prior to the effective date of such
withdrawal, and provided further such member shall have paid any dues or
special assessments owed by him on the date of his proposed resignation. Any members so withdrawing, shall by the act
of such withdrawal, cease to have any further interest in the funds or other
assets of the corporation and shall not be entitled to any refund of any
portion thereof.
Section 5. Expulsion: If any member fails to observe any provision
of the Articles of Incorporation of the By-Laws of the corporation, or has ceased
to be eligible for membership, he may be dropped from membership therein by a
two-thirds vote of the members at any regular or special meeting, if such voter
be ratified by a majority of the board of directors, provided that such member
shall remain liable for any unpaid dues of special assessments owed by such
expelled member as of the date of his expulsion.
Section 6. Voting: Each member shall be entitled to one vote in
the affairs of the corporation.
Section
1. General Powers of Composition: The affairs of the corporation shall be
managed by a board of directors composed of six members of the corporation.
Section 2. Tenure: The term of office shall be two years for
each director. Each director shall hold
office for the term for which he is elected and until his successor is elected
and qualified. Any vacancy occurring in
the board of directors caused by death, resignation or otherwise, shall be
filled by a majority vote of the remaining members of the board, until the next
annual meeting of members. A majority of
the whole board of directors shall be necessary to constitute a quorum, except
of the filling of vacancies of a majority of the directors present at a meeting
at which a quorum is present, shall be the act of the board of directors.
Section 3. Election of Directors: Directors shall be elected by a majority vote
of the members of the corporation at the annual meeting.
Section 4. Regular Meetings: The board of directors shall meet quarterly
at such time and place as the board shall determine.
Section 5. Special Meetings: Special meetings of the board of directors
may be called by or at the request of the President or at the request of a
majority of the directors. The person or
persons authorized to call special meetings of the board may affix any place
for holding any special meeting of the board called by them.
Section 6. Notice: Notice of any special meeting of the board of
directors shall be given at least two (2) days previous thereto by written
notice delivered personally or sent by mail or telegram to each director at his
address as shown by the records of the corporation. Any director may waive notice of any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of
any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, or
the purpose of, any regular or special meeting of the board need be specified
in the notice or waiver of notice of such meeting, unless specifically required
by law or by these By-Laws.
Section 7. Quorum: Two-Thirds of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
board, provide, that a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 8. Manner of Acting: The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except where otherwise provided by law or by these By-Laws.
Section 9. Vacancy: Any vacancy occurring in the interim before
the annual meeting shall be filled by the Board of Directors until the next
annual meeting of members when members shall be elected to fill the unexpired
terms.
Section 10. Compensation: No member of the Board of Directors shall
receive any compensation for his services as a member thereof.
Section 11. Special Powers: The Board of Directors shall have the
following special powers:
a.
Approval
or disapproval of all actions taken by the officers and the power to rescind
any action taken by the officers.
b.
Enforcement
of all board actions by having all disciplinary power.
c.
Approval
or disapproval of all committee actions.
d.
Establishing
all members dues and assessments and approving all expenditures.
OFFICERS
Section 1. Officers: The officers of the corporation shall be a
president, a first vice president, a second vice president, a
secretary-treasurer and such other offices as may be elected in accordance with
the provisions of this Article. The
Board of Directors may elect such other offices, including one or more
assistant secretaries and one or more assistant treasurers, as it shall deem
desirable, such officers to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors.
Section 2. Election and Term of Office: The officers of the association shall be
elected annually by the Board of Directors at a regular meeting of the Board of
Directors. The president and vice
president shall be elected from any of the directors. The secretary-treasure may, but need not be,
a member of the Board of Directors, but must be a member of the
association. The office shall serve
without compensation.
Section 3. Removal: Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but
such removal shall be without prejudice to the contact right, if any, of the
person so removed.
Section 4. Vacancies: In the event of a vacancy in the office of
President, the Vice President shall assume the duties of the office for the
balance of the unexpired term. A vacancy
in the other offices shall be filled by appointment by the President until the
next regular meeting of the Board of Directors, at which time a successor for
the unexpired term shall be elected.
Section 5. The President: The President, who shall be a member of the
board, shall be the principal officer of the corporation. He shall preside at all meetings of the
members of the corporation and of the Board of Directors, of which meetings of
the members of the corporation and of the Board of Directors, of which he shall
be the Chairman. He shall also be an ex=officio
member of all committees. He shall
appoint all committees at such time as prescribed by the board action. He shall perform all duties as may be
prescribed by the Board of Directors from time to time.
Section 6. Vice President: In the absence of the President or in the
event of his inability or refusal to act, the Vice President shall perform the
duties of President. The Vice President
shall also perform such other duties as from time to time may be assigned to
him by the Board of Directors. He shall
be a member of the Board of Directors.
Section 7. Secretary-Treasurer: The Secretary-Treasurer shall perform all
duties incident to the office of Secretary subject to the direction of the
Board of Directors. He shall have charge
and custody of and be responsible for all funds and securities of the
corporation; he shall receive and expend funds of the corporation upon the
direction of the Board of Directors; he shall deposit all such funds of the
corporation in the name of the corporation in such bank or banks approved by
the Board of Directors. He shall keep
proper books of account or all receipts and disbursements and shall make
regular reports at the annual meeting of the members or when otherwise
requested to so by the Board of Directors.
He shall perform such other duties as may be assigned from time to time
by the Board of Directors.
Section 8. Assistant Treasurers and Assistant
Secretaries: If required by the
Board of Directors, the assistant treasurers and assistant secretaries, in
general, shall perform such duties as shall assigned to them by the treasurer
or the secretary or by the President or the Board of Directors.
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate such committees as are necessary for the successful operation of the corporation.
CONTRACTS, LOANS, CHECKS, DEPOSITS AND INVESTMENTS
Section 1. The Board of Directors may authorize any office or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. No loans shall be contracted on behalf of the
corporation and not evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be general or confined to
specific instances.
Section 3. All checks, drafts or other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select. The Board of Directors shall
determine in what manner the surplus funds of the corporation shall be
invested.
FISCAL
YEAR
The fiscal year of the corporation shall commence as of January 1 in each year and end on December 31 of each year.
WAIVER
OF NOTICE
Whenever any notice whatever is required to be given by law or under the provisions of the Articles of Incorporation or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to giving of such notice.
INFORMAL
ACTION
Any action required by law to be taken at a meeting of the directors of the corporation, or any other action which may be taken at a meeting of the directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the Secretary of State under the General Not For Profit Corporation Act of Indiana.
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted at any meeting of the members by a majority vote of the members present at said meeting, upon prior recommendation by the Board of Directors or upon ratification thereof by the Board of Directors.
INDIANA
FABRICATORS ASSOCIATION, INC.
APPLICATION FOR ASSOCIATE MEMBERSHIP
Date:
Gentleman:
The
undersigned company is actually and directly engaged in the erection of
bridges, structural steel and miscellaneous metal material, with an office
located in the state of
The
undersigned company agrees, that if duly elected to such membership, it will at
all times during the period which the undersigned remain as an associate member
of the Association.
____________________________
___________________________
Authorized Signature Company
Name
____________________________ ___________________________
Title Mailing
Address
___________________________
City,
State & Zip
(Corporate Seal) ___________________________
Telephone
___________________________
Fax
___________________________
Attest