ARTICLE 2 - PRINCIPAL OFFICE
The principal office for conducting the business of the RPA is hereby located at 18927 Hickory Creek Drive, Suite 140 in the Chicago Regional Office of IAPMO located in Mokena, State of Illinois. IAPMO is hereby granted full power and authority to change the location of the principal office.
2.1. Other Offices.
IAPMO may at any time establish branch or subordinate offices at any place or places deemed qualified to conduct the activities of the RPA.
ARTICLE 3 - PURPOSE
The RPA is established for the purpose of providing superior leadership and fostering the awareness of innovative technology through comprehensive educational activities, products, codes and standards, and public awareness initiatives. In addition, the RPA will serve as a clearinghouse of experience, ideas, and information to further the objectives and sustain interest on behalf of the RPA membership.
The RPA shall:
A. Set the long term direction for the RPA by identifying critical issues of importance based on identified member needs and based on driving forces affecting the industries represented by the RPA.
B. Pursue and advance the common interests of persons engaged in the radiant and hydronic heating and cooling industries.
C. Encourage the voluntary interchange among members of experience, ideas, and information with regard to the radiant and hydronic heating and cooling industry.
D. Promote the interests of the Radiant Professionals Alliance Members.
ARTICLE 4 - ORGANIZATION
The RPA is a chartered national chapter of the International Association of Plumbing and Mechanical Officials which is a non-profit mutual benefit corporation of the State of California. The Chapter charter has been granted by the Board of Directors of IAPMO in accordance with the Bylaws of IAPMO.
The RPA Bylaws shall be filed and kept on record with IAPMO. These Bylaws may be amended by a majority of voting members of the RPA or by a majority vote of the Officers. Amendments to these Bylaws shall not become effective until such amendments are approved by a majority of the IAPMO Board of Directors. The RPA and its Officers shall have no authority to commit or bind IAPMO to any course of action, function or financial responsibility, or otherwise, except where provided in the Bylaws of IAPMO.
4.2 Other Governance.
The Chapter shall also be governed by any laws of the state within which it is located, if any such laws are applicable.
ARTICLE 5 - MANAGEMENT OF THE RPA
Management of the affairs of the RPA is vested in IAPMO Staff whom shall be assigned by the authority of the Board of Directors of IAPMO. The Executive Director, RPA shall be named as the principle administrator of the RPA’s business affairs and business transactions.
5.1 Membership Records.
The Executive Director, RPA shall keep a record, at the principal office, of the RPA’s members, showing the names of all members, their addresses and the category of membership held by each.
The Executive Director, RPA shall make arrangements for and be present at all meetings of the Officers and Board of Directors.
The Executive Director, RPA shall give notice of all meetings of the members, Officers, Board of Directors, and Committees.
5.3 Financial Accounting.
The Executive Director, RPA shall keep and maintain, at the principal office, adequate and correct accounts of the RPA’s transactions, and produce financial reports at reasonable times.
No persons other than those persons authorized by the CEO, IAPMO, shall have the authority to incur any obligation or expense on behalf of the RPA.
5.4 Meeting Records
The Executive Director, RPA shall keep at the principal office, a copy of the Bylaws, as amended to date. The Executive Director, RPA shall keep and maintain, at the principal office, minutes of all meetings and all actions of the Officers, Committees, and of members, with the time and place of holding, whether annual, regular or special, and, if special, how authorized, the notice given, the names of those present at Officer and Committee meetings.
ARTICLE 6 - BOARD OF DIRECTORS OF THE RPA
The Board of Directors shall seek to ensure the purpose of the RPA continually remains current, relevant, and on-course to meet the ongoing goals and objectives of the RPA members.
6.1 The Board of Directors shall include four (4) Officers and eight (8) Directors-at-Large as follows:
A. Chairman who shall be a Voting Member as defined in these Bylaws. The Chairman shall preside over all RPA meetings. The Chairman is responsible for executive leadership through strategic planning, policy development, maintenance of Bylaws, and providing oversight of RPA activities in fulfilling the purpose of the RPA.
B. Vice-Chairman who shall be a Voting Member as defined in these Bylaws. The Vice- Chairman shall assist with the duties of the Chairman and serve in the absence of the Chairman.
C. Recording Secretary shall be a Voting Member as defined in these Bylaws. The Secretary, with the assistance of the Executive Director, RPA shall record all activities of each meeting in the form of minutes and forward the minutes immediately thereafter to the participants of the meeting. The Secretary shall direct the Executive Director, RPA to serve notice of RPA meetings in the manner prescribed for meeting notices as set forth elsewhere in these Bylaws.
D. Treasurer shall be a Voting Member as defined in these Bylaws. The Treasurer shall render a report of the financial activities of the RPA at each RPA meeting in collaboration with the Executive Director, RPA.
E. Eight Directors-at-Large shall be members of a voting member category. Each Chairman of a designated Standing Committee shall act as a Director-at-Large.
6.2 Authorized Number of Directors.
The number of Directors shall be twelve (12) consisting of four (4) Officers and eight (8) Directors-at-Large, or as may be fixed by the number of Standing Committees.
6.3 Qualifications and Representation of Officers.
An Officer shall be an employee of a member. The election is of an individual, not the member company. Only one Officer per member company is allowed to serve as an Officer.
6.4 Election of Officers.
Officers shall be nominated at the annual membership meeting with elections of Officers taking place at the meeting.
6.5 Terms and Rotation of Officers.
All officers shall serve a two-year term. Officers, with the exception of the Immediate Past may be reelected. No officer shall serve more than two terms consecutively in each such office. The Immediate Past Chairman may serve in a non-voting capacity for one year immediately following the Chairman’s elected term. The first term of office to fill a vacancy shall be the balance of the term of the vacating Officer. Terms begin immediately upon election.
6.6 Vacancies of Officers.
6.6.1 Events causing vacancy include:
B. When an Officer has been declared of unsound mind by an order of court or convicted of a felony.
C. Dismissal at the discretion of all other Officers after missing a third meeting following a probationary period invoked after having missed two meetings in the same fiscal year.
D. When the Officer’s member company is 90 days in arrears with membership dues.
E. When the Officer is no longer employed by a member company for a period in excess of 90 days.
F. Resignation for any other reason upon giving written notice to the Chairman, Vice Chairman, or Recording Secretary. When a resignation specifies a date in the future for the resignation to be effective, a successor may be appointed to take office at the time when the resignation becomes effective.
6.7 Filling vacancies.
A vacancy may be filled by a majority of the Officers, whether or not less than a quorum, or by a sole remaining Officer. The newly appointed Officer shall fulfill the term of the vacancy. No reduction of the authorized number of Officers shall have the effect of removing any Officer before that Officer’s term expires.
ARTICLE 7 - COMMITTEES OF THE RPA
The Officers, by resolution adopted by a majority of the number of Officers then in office, provided that a quorum is present, may create one or more committees, each consisting of two or more members, to assist in the operations of the RPA.
In the same manner, the Officers shall appoint the Committee Chairman and the Committee Vice Chairman of each Committee. A Committee Chairman shall be appointed from a Voting Member Category. At no time shall a person serve simultaneously in more than one position on the board of directors.
Committee Chairmen shall serve a two-year term and may be reappointed. No Chairman shall serve more than two terms consecutively. The first term of a Chairman appointed to fill a vacancy shall be the unexpired term of the vacating Chairman. Terms begin immediately upon appointment.
Committee members shall be appointed by the Committee Chairman for a two-year term and may be reappointed. Committee members can serve multiple terms if re-appointed by the Chairman.
All committees are subordinate to the Officers of the RPA, shall report directly to the Officers, and serve at the pleasure of the Board of Directors. Each committee Chairman shall be a Director-at-Large on the Board of Directors. At no time shall a Committee Chairman be appointed from a Voting Member Category which already has a member serving on the Board of Directors excepting the position of Immediate Past Chairman unless not less than four (4) of the voting member categories are already serving on the Board of Directors excepting the position of Immediate Past Chairman.
There shall be eight (8) standing committees as follows:
1. Education Committee. The Education Committee is responsible for helping the RPA meet the professional development needs of its members. This committee is also responsible for organizing and presenting the education activities conducted at the RPA’s annual membership meeting.
2. Membership Committee. The Membership Committee is responsible for identifying the needs of the members and communicating the needs as goals and objectives. This committee participates in recruitment and retention programs to increase and maintain RPA membership and engages like organizations and allied associations to participate in the RPA. This committee hosts the annual membership meeting and also conducts the annual awards programs such as the Annual Showcase Awards. On an as-needed basis, members of this committee assist RPA at expos and industry events that require a RPA presence.
3. Hydronics Industry Alliance Committee. The Hydronics Industry Alliance Committee will work to devise a strategic mission and will set tactical goals designed to increase the hydronic market share through promotion of the industry as a viable heating and cooling solution.
4. Technical Committee. The Technical Committee ensures that all technical information the RPA publishes or presents as an authoritative source is accurate, exact, complete, consistent, current, relevant, and represents the position of the RPA. This committee evaluates the submittals to the System Design Showcase Competition and determines the best projects to receive Showcase Awards.
5. Codes and Standards Committee. The Codes and Standards Committee monitors, influences, and keeps members abreast of applicable codes and standards to ensure that the best criteria for a product, process, test, or procedure is realized. This committee informs the RPA members of any action or activity that may impact the industry.
6. Nominating Committee. The Nominating Committee shall consist of a minimum of five (5) persons and contain not less than one member from each member voting category. The Nominating Committee shall nominate persons for election as Officers from the nominations received from the membership. More than one (1) person may be nominated for any Officer position.
7. Government Relations Committee. The Government Relations Committee monitors and keeps the membership abreast of local, state, and national regulatory and legislative activities. This committee makes recommendations to the Board of Directors.
8. Certification Committee. The Certification Committee is responsible for helping the RPA meet the career preparation needs of its members. The committee will participate in the development of examinations for industry job domains such as Designer and Installer. Examinations shall be developed in accordance with a nationally recognized psychometric standard which assures the examinations are reliable, valid, and legally defensible in order to provide RPA members with credentials that will assist them in gaining respect and credibility as professionals in the industry. The test administrations shall be conducted with an accredited certification entity. The committee is also responsible for setting the requirements and establishing the procedure for certification maintenance and renewal.
ARTICLE 8 - MEMBERSHIP
RPA Membership Categories are established by the authority of the IAPMO Board of Directors. IAPMO may, at any time propose changes, modifications, deletions, or additions to the categories of membership. The RPA Officers, on behalf of the RPA members, may advise IAPMO of desired changes and/or modification to the membership categories.
8.1 There shall be five (5) VOTING MEMBER CATEGORIES of membership as follows:
A. Manufacturer Member. Any producer of products associated with production, distribution or control of fluid comfort or radiant hydronics heating or cooling.
(Re: Primary and Associate Suppliers)
B. Distributor Member. Any company that wholesales panels, piping, elements or accessories related to the hydronics and radiant industry.
C. Dealer or Contractor Member. Any company involved in retail selling, installing, servicing or constructing fluid comfort or radiant hydronics heating or cooling products/systems.
D. Associate Member. Any stakeholder trade association, company, or non-profit organization in the hydronics and radiant heating and cooling industry. This includes but is not limited to companies with independent sales representatives and utility companies.
E Design Professional. An individual or company involved in the design of a hydronics or radiant heating and cooling system. This includes design professionals, engineers, architects, and consultants.
8.2. There shall be three (3) NON VOTING MEMBER CATEGORES of membership as follows:
A. IAPMO Associate Member. Any Regular, Life, Senior, or Organization Member of IAPMO in good standing.
B. Individual Member. Students, retired persons, or any person with an interest in the radiant and hydronics heating and cooling industry.
C. Organization Member. Any educational or non-profit organization with an interest in the radiant and hydronics heating and cooling industry.
8.3 Membership Admission Requirements and Membership Dues.
Membership admission requirements and the associated membership dues are established by the authority of the IAPMO Board of Directors. The RPA Officers, on behalf of the RPA Members may advise IAPMO of desired changes and/or modifications to the membership admission requirements and fees.
ARTICLE 9 - MEETINGS
Face-to-face meetings of the Board of Directors shall be held at any place that has been designated by resolution of the Board and has been pre-approved by the IAPMO Board of Directors.
Any meeting may be held by conference communication so long as all participating can communicate with one another.
9.1 Regular and Annual Meetings.
There shall be one (1) regular business meeting annually.
There shall be one (1) annual Members meeting annually whereby the Officers will be elected for such seats as are vacant by virtue of an Officer’s term having expired or for any other reason.
9.2 Special Meetings.
Special meetings of the Board for any purpose may be called at any time by the Chairman of the RPA, or the Vice-Chairman, or the Recording Secretary, or by a majority of the Directors-at-Large, or by the Executive Director, RPA.
9.3 Notice of Board Meetings.
Notice of the time and place of all Board meetings shall be given to each Board Member by one of the following methods: (a) personal delivery of written notice (b) first-class mail (c) telephone communication including fax transmissions or (d) e-mail. Notices shall be delivered either directly to the Board Member or to a person at the Board Member’s office who would be expected to communicate such notice promptly to the Board Member. All notices shall be sent to the address or telephone number as shown on RPA records.
Notices shall be received by the Board Members no later than four (4) days before the time set for the meeting except for Special Meetings. Special Meeting notices shall be given 48 hours if possible but no less than 24 hours.
9.4 Quorum at Meetings.
9.4.1 Officer Meetings.
A majority of the authorized number of Board Members shall constitute a quorum for the transaction of business. Every act done or decision made by a majority of the Board present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Officers, if any action taken is approved by at least a majority of the required quorum for that meeting.
9.4.2 Standing Committee Meetings.
A majority of the members of said committee present at any duly held committee meeting establishes a quorum.
9.4.3 Annual Membership Meeting.
A majority of the members attending the membership meeting at which officer elections are held shall constitute a quorum for the transaction of business.
REV APRIL 2, 2013
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