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NATIONAL ENERGY RATERS ASSOCIATION, INC.

BY-LAWS

ARTICLE I

NAME AND LOCATION

Section 1: Name. The name of the Association shall be the National Energy Raters Association, Inc., a non-profit corporation in the State of Florida.

Section 2: Offices. The principal offices of the Association shall be at such place as the board of Directors may designate within the State of Florida.

ARTICLE II

SCOPE AND OBJECTIVES

Section 1: Scope. The National Energy Raters Association, Inc. consists of any individual, company, corporation, institution, association or other business entity who is or who employs energy raters. With full recognition of the right of each member to determine its own business policies, the Association shall promote the interests of its members in a manner which gives optimal recognition and representation to those interests. In addition, recognizing that the development of energy efficient buildings carries obligations to the public, it is an objective of this Association, through its programs and activities, to meet these obligations efficiently and competently so that the public interest is served.

Section 2: Objectives.

a. To promote, foster and advance, through cooperative action of the members of the energy rating industry of the United States, public understanding of energy ratings.

b. To provide cooperation and liaison with other persons, organizations and institutions having an interest in the use of energy ratings for buildings.

c. To cooperate in and contribute towards the enhancement of widespread understanding of the benefits of energy ratings for buildings.

d. To engage in any lawful activities which will enhance the efficient and economic progress of the energy rating industry and inform the public of its scope and character, such as, but not limited to, collecting and disseminating trade statistics and other useful information; to carry on and assist in research investigations and experiments; to conduct conferences and produce publications; and to conduct trade promotion activities.

e. To voluntarily extend aid or assistance, financial or otherwise, and to cooperate with such private or governmental bodies, corporations, association, institutions, societies, agencies or persons as are now or may hereafter be engaged in whole or in part in furtherance of the objectives and purpose herein named.

ARTICLE III

MEMBERSHIP

Section 1. a. MEMBERS - Any individual, involved in the commercial, academic, or governmental application of energy ratings shall be eligible for membership in accordance with the bylaws and the rules and regulations in effect from time to time. There shall be no limit on the number of Members.

    b. CLASSES OF MEMBERSHIP: There shall be two classes of membership in the Association:

        (1) Active Members

        (2) Honorary Members

    c. ELIGIBILITY OF MEMBERSHIP:

        (1) Active Members: To be eligible for active membership in the Association, the applicant must establish that it meets the following general qualifications:

            (a) Applicant must be financially sound and have a good business reputation.

            (b) Applicant must be organized under the laws of the United States or a state thereof (if it is a corporation), and have a facility in the United States in which it engages in any of the activities described in Article III, Section 1(a).

            (c) If required by the jurisdiction in which the Applicant engages in the field of energy ratings, the Applicant must be certified as an energy rater by the appropriate authority.

    (2) Honorary Members: An individual who has made significant contributions to the Association or to the field of energy ratings in buildings may be nominated by any member and elected by the Board to Honorary Membership.

    d. APPLICATION AND ELECTION TO ACTIVE MEMBERSHIP: Application for membership in the Association shall be in writing on a form approved by the Board of Directors for that purpose. The application form shall be designed to elicit all relevant information necessary to determine the applicant's eligibility for membership under Article III, Section 1. Copies of the application form will be provided to prospective applicants upon request. Election to membership shall be by a two-thirds vote of the Executive Committee. If an applicant is not elected to membership by the Executive Committee, notice of that fact will be sent to the applicant, along with a statement of the reasons for its rejection. The applicant may appeal its rejection to the Board of Directors and shall have the right to appear and be heard. The Board of Directors may admit the applicant by a two-thirds vote. The members of the Board and the Executive Committee shall keep all deliberations related to membership election proceedings confidential, except that after an applicant has been accepted or rejected, the Association may make an appropriate announcement to that effect.

    e. NOMINATION AND ELECTION TO HONORARY MEMBERSHIP: Nomination to honorary membership may be made to the Board of Directors by any active member of the Association. Election to honorary membership shall be by a vote of at least two-thirds of the Board at any regular meeting.

    f. RIGHT TO VOTE AND HOLD OFFICE: Each active member shall be entitled to one voting unit. Each active member shall designate in writing its official voting representative and an alternate, who shall be the only persons entitled to cast such votes. Only official voting representatives of active members shall hold office in the Association. No more that one person from any member may serve on the Board of Directors at any time. Honorary members shall not have a vote nor shall they hold office.

Section 2. ASSOCIATES - An individual who has an ancillary interest in energy ratings, but who does not qualify as a member, may be an Associate. The rights and privileges of the Associate are limited to non-voting participation on committees, participation at Association meetings at member rates, and receipt of normal communications of the Association.

Section 3. OTHERS - The Board of Directors may from time to time prescribe such other classes as it shall deem appropriate, and may also from time to time prescribe the rights, privileges and duties of Members, Associates or such other classes as may from time to time be established.

Section 4. DUES - General Association dues for active members are an annual obligation for the Association’s fiscal year. General Association dues shall be fixed from time to time by the Board of Directors. All dues shall be made payable to the NERA office and not to any local chapter. Chapter reimbursement of dues shall be made upon payment of dues in full by each Chapter member. Honorary members shall not be subject to any Association dues.

Section 5. RESIGNATION - A Member, or Associate may resign by notifying the Executive Director in writing. Such resignation shall not relieve such member of its obligation for all dues, assessments, or indebtedness due to the Association for the fiscal year during which the written resignation is received and/or prior fiscal years. Such resignation shall become effective upon receipt of the notice by the Executive Director or upon such date after the receipt thereof as may be specified in the notice.

Section 6. EXPULSION OF MEMBERS - A member who shall: (I) be more than four months in arrears in the payment of any dues or assessments of the Association; (ii) commit a substantial breach of any provision of these bylaws, including, but not limited to, failing to meet the qualifications for membership set forth in Article III, Section 1; or (iii) refuse or neglect to comply with any lawful rule or practice duly adopted for the governance of the Association, may have its membership terminated by the Board of Directors; provided, however, that such member shall be given prior written notice of the contemplated action by the Board of Directors and the reason or reasons therefor, with the right to appear with counsel and be heard before the Board prior to its taking of any final action with respect to such termination of membership. Any such termination of membership shall occur only by an affirmative vote of three-fourths of the Board of Directors. A terminated member shall be given a full report of the Board's decision and the reasons therefor. The members of the Board shall keep all deliberations related to expulsion proceedings confidential, except that if a member has been terminated, the Association may make an appropriate announcement to that effect. This section of the bylaws may not be amended at the same meeting where expulsion action is taken, and three-fourths of the Board of Directors must approve any amendment to this section.

Section 7. REINSTATEMENT OF MEMBERSHIP - Any application for reinstatement of membership by a former member shall be treated in accordance with the appropriate provisions of these bylaws regarding new members. No such applicant shall be reinstated to membership until he has discharged all past indebtedness to the Association.

    a. ANNUAL MEETING OF THE ASSOCIATION - The Annual Meeting of the members of the Association shall be held at such time and place as the Board of Directors may determine. Written or printed notice shall be mailed to each member not less than thirty (30) days before the date of the meeting.

    b. SPECIAL MEETINGS OF THE ASSOCIATION - The Secretary shall call a special meeting of the members of the Association when so requested by the Board of Directors, or by written request of one-third of the total votes authorized to be cast by the active members of the Association. Written notice stating the place, day and hour of the special meeting, and the purposes for which it is called, shall be mailed to each member not less than thirty (30) days before the date of the meeting. No business other than that specified in the notice of the meeting shall be transacted at a Special Meeting.

Section 8. QUORUM - Quorum at the Meetings of the Association and for Mail Ballot Elections - One-third of the total votes authorized to be cast by the active members of the Association, present in person or by proxy (if authorized by the Board) at any meeting of the members of the Association, shall constitute a quorum. No votes may be taken in the absence of a quorum. At least one-third of the total votes authorized to be cast by the active members of the Association must be cast in a mail ballot election for any particular office in order for that election to be valid.

Section 9. Business of the Association shall be transacted at any meeting which has a quorum by a majority vote of the Members.

ARTICLE IV.

BOARD OF DIRECTORS

The management of the affairs of the Association shall be vested in the Board of Directors. The Board shall have supervision, control and direction of the affairs of the Association, its committees and publications; it shall determine the general policies, shall actively promote the Association directives, and shall supervise the disbursement and regulation as are necessary for the conduct of its business.

Section 1. NUMBER - The Board of Directors shall consist of twelve members at large, the Executive Director of the Association, the Executive Director of NERF, the immediate past President, and the President of each recognized local chapter.

Section 2. ELECTION OF DIRECTORS - The Nominating Committee shall present a slate of nominees for election to the Board of Directors at least ninety (90) days before the date of the Annual Meeting. This slate shall include nominees for as many Directors as are required to bring the Board to its authorized numbers. Recommendations for nomination may be made by any active member to the Nominating Committee. Ballots shall be sent to the voting membership by the Secretary or his designee at least thirty (30) days prior to the Annual Meeting together with biographical information on each candidate. Polls shall be closed fifteen (15) days following the mailing of the ballots. Those candidates receiving the largest number of votes cast and attested to by a special committee of tellers appointed by the President, shall be deemed elected and the results shall be made known to the membership promptly.

Section 3. POWERS - The Board of Directors shall direct the affairs of the Association. By way of illustration, and not by way of limitation on the foregoing, the Board shall be vested with full power:

    a. To interpret the Articles of Incorporation, the Constitution and the Bylaws;

    b. To elect the Officers of the Association as provided in Article VI;

    c. To approve appointments to the following Standing Committees: Nominating, Finance, Membership, Legal, Technical and Standards; and Special Committees: Legislative, Sales and Marketing, Public Relations, Installation, Manufacturing, and to such other Committees, whether Standing or Special, as the Board of Directors shall from time to time deem appropriate;

    d. To appoint and discharge the appointive officers of the Association, and to establish their compensation, term and duties;

    e. To approve appointments to fill vacancies that may occur in any elective office;

    f. To fill vacancies in its own body, from whatever cause arising;

    g. To exercise general supervision over receipts and expenditures;

    h. To adopt rules and regulations for the conduct of the meeting of the Board of Directors and of the Members, and;

    I. To do all other acts and things that it may deem to be to the interest of the Association, not conflicting with its Articles of Incorporation.

Section 4. MEETINGS - The organizational meeting of the Board of Directors shall held immediately prior to the Annual Meeting of the members of the Association for the purpose of electing officers and other necessary business. In addition, the Board shall meet at least two times each year at a time and place specified by the President; provided, however, that one meeting of the Board of Directors shall be held immediately preceding or following the Annual Meeting of the Association. The President may, and upon the written request of five members of the Board of Directors shall, call an interim meeting of the Board for one or more specific purposes. Notice of each regular meeting of the Board shall be mailed out not less than ten (10) days preceding the date of such meeting to each member of the Board and shall designate the time and place at which the meeting is to be held. Any or all Directors may participate in a meeting of the Board of Directors or a committee of the Board by means of a conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, is signed by all of the Directors. Such consent may be executed in counterparts and shall be effective as of the date of the last signature thereon, unless otherwise stated in the consent. Proxies are not permitted at meetings of the Board.

Section 5. QUORUM - A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business. Unless otherwise provided by the bylaws, 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. Where a two-thirds or three-fourths vote of the Board of Directors is required, the act of two-thirds or three-fourths of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If there is less than a quorum present at any duly called meeting of the Board of Directors, the Executive Committee, or of any Standing or Special Committee, the members present and entitled to vote at any such meeting may adjourn the meeting from time to time until a quorum is present, when any business may be transacted which might have been transacted at the meeting originally called. Notice of any adjourned meeting shall be given in the same manner as notice of the original meeting.

ARTICLE V.

THE EXECUTIVE COMMITTEE

The Executive Committee of the Association shall consist of the President, the First and Second Vice Presidents, the Treasurer, the Secretary and the Executive Director who shall be a non-voting member.

The Executive Committee, between meetings of the Board, shall possess and may exercise all the powers granted to the Board of Directors, except the power to propose amendments to the Articles of Incorporation or to propose adoption of new Articles of Incorporation.

The Executive Committee shall act as a planning committee for the Association, consider all matters of Association policy, propose policies to the board and shall implement policies and directives passed by the Board of Directors. All actions taken by the Executive Committee shall be reported to the Board prior to or at the next Board meeting.

The Executive Committee shall meet at the call of the President or at the request of any two members thereof. A majority of the voting members of the Executive Committee shall constitute a quorum for any meeting.

The Executive Committee, within ten days of the Annual Meeting of the Association, shall establish and fix its own rules of procedure and shall conduct its business as provided in such rules, as they may be amended from time to time.

ARTICLE VI.

OFFICERS

Section 1. The officers of the Association shall be a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer and an Executive Director. All officers except the Executive Director shall serve without compensation. The Nominating Committee shall provide a list of one or more candidates for each of the offices of the President, the First Vice President, the Second Vice President, the Secretary and the Treasurer selected from among the Directors who will serve during the coming year, at least 10 days prior to the meeting of the Board at which time the newly elected Directors will take office. These officers will be elected by the Board at such meeting. Board members may nominate additional candidates for office at this meeting. The President, Vice Presidents, Secretary and Treasurer shall each serve until a successor shall have been duly elected and qualified.

a. DUTIES OF THE PRESIDENT - The President is the chief elected officer of the Association, and is its primary spokesman. The President shall preside at all meetings of the Association and the Board of Directors. He shall serve as Chairman of the Executive Committee of the Board, and he shall perform such other duties as may be required or permitted by these bylaws, or as the Board may from time to time direct. He shall appoint the Chairmen of all Standing Committees within thirty (30) days after the Annual Meeting. He shall also appoint all Special Committees, subject to the approval of the Board, as the need for such may arise.

b. DUTIES OF THE VICE PRESIDENT - The First Vice President or Second Vice President (in that order) shall preside at all meetings of the Association or of the Board in the absence of the President. He shall also perform such other duties as the President or Board may from time to time direct. Upon the death, resignation, removal or incapacity to act of the President, the Vice President shall succeed to the Presidency for the unexpired portion of the President's term.

c. DUTIES OF THE TREASURER - The Treasurer shall oversee all securities and bank accounts and shall have authority to transfer funds from the income account to the operating account as needed to meet operating expenses. He shall exercise surveillance over all investments of the Association and shall have the power to invest Association funds in excess of current demands in income-producing investments, having due and primary regard for the preservation of capital, and shall report such transactions to the Board of Directors. He shall serve as Chairman of the Finance Committee.

d. DUTIES OF THE SECRETARY - The Secretary shall keep or cause to be kept the minutes of all meetings of the Association, the Board of Directors, and the Executive Committee. The Secretary shall have such additional authority, powers and duties as are appropriate and customary for the offices of Secretary and as the Board of Directors may prescribe from time to time.

Section 2. EXECUTIVE DIRECTOR - The Executive Director shall be the chief executive officer of the Association and shall, under the general supervision of the President be responsible for carrying out the policies of the Association as determined by resolution of the Membership or by action of the Board of Directors or of the Executive Committee. The Executive Director shall be responsible for the direction and supervision of the Association's staff and shall perform such other duties as the Board of Directors or the President may determine. The Executive Director, ex-officio, shall be a member of the Board of Directors and a member of all other committees, in addition to being a member of the Executive Committee.

Section 3. STAFF APPOINTMENTS - The Board of Directors may from time to time prescribe staff positions such as a Director of Communications and Public Relations, a Director of Technical Services and such other positions as the Board of Directors may deem necessary to carry out the purposes of the Association. Such members of the staff shall be appointed and discharged by the Executive Director.

Section 4. TENURE OF DIRECTORS AND OFFICERS - Officers (other than the Executive Director) shall not serve more than two consecutive one year terms in their respective offices. The directors-at-large shall have no term limits.

Section 5. REMOVAL OF DIRECTORS AND OFFICERS: VACANCIES - Any officer or director-at-large may be removed for due cause by an affirmative vote of two-thirds of the Board of Directors. Except as provided in Article VI, Section 8, in the event of death, resignation, removal or incapacity to act of any officer or director-at-large of the Association, the vacancy so created shall begin at the time of his election and qualification, and he shall hold office during the unexpired term of his predecessor.

Any director who shall be absent from two consecutive meetings of the Board without authorization from the Board shall be automatically removed from office.

The Board may, at its discretion, remove from office any Director who, during his term, ceases to be actively affiliated with the energy rating industry.

Section 6. SPECIAL COMMITTEES - The President may appoint the Chairman and define the responsibilities of such Special Committees (SC) as are deemed necessary for the proper conduct of the affairs of the Association. The Executive Committee or the Board of Directors shall approve the appointments or each SC chairman. A SC shall limit its activity to the accomplishment of the task for which it is appointed, after which time it shall report to the Board and upon acceptance of its report, shall stand discharged. The Chairman for a SC shall be a voting member of his committee. The Chairman of a SC may appoint additional non-voting members to his committee and any Association member may join any SC as a non-voting member. When a SC is to vote on any matter, the Chairman may take an advisory, non-binding vote among all Association members in attendance; provided however, that only the voting members of such committees may participate in the official vote.

Section 7. AUTHORITY OF SPECIAL COMMITTEES - Policy recommendation require a majority vote of all voting committee members present at a regular meeting of the committee, and are subject to approval by the Board of Directors.

ARTICLE VI

MISCELLANEOUS

Section 1. FISCAL YEAR - The fiscal year of the Association shall end on the 31st day of December of each year.

Section 2. EXECUTION OF CHECKS, ETC - All checks, drafts, notes and orders for the payment of money shall be signed by such officers or agents as the Board of Directors from time to time may designate. The Board of Directors may authorize any officer or officers to enter into any contract or to execute or deliver any instrument within the scope of the Association's powers in the name of and on behalf of the Association.

Section 3. WAIVER OF NOTICE - Whenever any notice of a meeting is required to be given to any member or director under the laws of the State of Florida or the provisions of these bylaws, 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 the equivalent to the giving of such notice. Presence at a meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 4. AMENDMENT OF BY-LAWS

a. By Association Members: These bylaws may be altered, amended or repealed by the members of the Association at any duly called meeting, provided that a copy of any proposed amendments shall be mailed to the members at least thirty (30) before the date of such meeting.

b. By the Board of Directors: Subject to the rights of the members of the Association to alter, amend or repeal these bylaws, the Board of Directors may alter, amend or repeal these bylaws. Notice of intention to move a proposed amendment of these bylaws, along with a copy of the proposed amendments, shall accompany the notice of the Board of Directors meeting.

Section 5. AMENDMENT TO THE ARTICLES OF INCORPORATION - Should an amendment to the Articles of Incorporation be deemed necessary, the Board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual or special meeting of the members of the Association. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member within the time and in the manner set forth in these bylaws for notice of annual or special meetings. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. If the proposed amendment is adopted, Articles of Amendment shall be executed and filed in accordance with the laws of the State of Florida.

Section 6. CHAPTERS OF NERA - Any Chapter organized under the constitution and by-laws of NERA shall establish by-laws which shall be consistent with the NERA by-laws. Upon being notified of a change in the NERA by-laws, each chapter shall, if necessary, amend its by-laws accordingly.

Section 10. INTEREST IN ASSOCIATION FUNDS AND PROPERTY - Any member who shall resign, or whose membership in the Association shall have been terminated for any reason, shall relinquish and forfeit any interest in any funds or other property belonging to the Association.

Section 11. NONPROFIT CHARACTER; NON-LIABILITY OF MEMBERS - The Association shall not afford any pecuniary gain, incidentally or otherwise, to its members. There shall be no personal liability of members, directors or officers for Association obligations.

Section 12. DISTRIBUTION OF PROPERTY ON DISSOLUTION - In the event of the dissolution of the Association, no member employee, director, officer or any private individual shall be entitled to share in the disposition of any of the corporate assets and all such assets shall be distributed for their stated purposes or to scientific, educational, religious or charitable corporation, trusts, or community chests, funds or foundations, meeting the requirements of Section 501 © (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent revenue law.

Section 13. REVENUE - Funds for the maintenance of this Association shall be raised by dues to be paid annually in advance and from income from such other activities of the Association as may be authorized and approved by the Board of Directors. The Board of Directors may accept contributions from any source, the amount and condition of such contributions to be left to the discretion of the Board.

Section 14. CONTRACTS - The Board may authorize any officer(s) or agent(s) of the Association, including its Executive Director, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

Section 15. RULES OF ORDER - The latest edition of Robert's Rules of Order shall govern all meetings of the Association, the Board of Directors, the Executive Committee and all other Committees on any point not covered by these bylaws.

Section 16. SEAL - The Board shall adopt a seal containing the name of the Association and the place and year of its incorporation, to be in such form and to be used in such manner as the Board shall direct. The seal shall be placed in the custody of the Secretary or his designee.

Section 17. MINUTES - Minutes shall be kept of all meetings, including meetings of the Association members, the Board of Directors, the Executive Committee and other committees.

Section 18. OPEN MEETINGS - All meetings of the Association members, the Board of Directors, the Executive Committee, Standing or other committees, shall be open to any member unless closed by a majority vote of such body.

Section 19. RIGHT TO APPEAL ACTIONS - Any member may appeal any action of a Standing or Special Committee to the Board of Directors. The Board may suspend the effectiveness of such action pending its decision on the appeal.

ARTICLE VIII.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

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Last modified: January 03, 2006