ORGANIZATION

The name of this Corporation shall be the National Conference of States on Building Codes and Standards, Inc., hereinafter referred to as the "Corporation." It has been organized under Chapter 2 of Title 13.1 of the Code of Virginia as a non-stock Corporation, the membership of which is voluntary and is restricted as hereinafter provided.

The term "state," as referred to in these Bylaws, shall mean a state, a commonwealth, or an area under the jurisdiction of the United States.

OFFICES

The principal office of the Corporation shall be located in the Washington, D.C. metropolitan area. The Corporation shall have such other offices as the business of the Corporation may require from time to time.

The registered office of the Corporation required by Virginia law to be continuously maintained in Virginia shall be initially as provided in the Articles of Incorporation, subject to change from time to time by resolution of the Board of Directors and filing of statement of said change as required by Virginia law.

DIRECTORS

SECTION 1. GENERAL POWERS. The Board of Directors shall have the authority to manage the business and affairs of the Corporation in a manner consistent with the goals and objectives of the Corporation and consistent with any policies which may have been adopted by the members.

A.  The regional directors shall be elected by and from the delegate members in good standing from their respective regions, one director from each of the following designated regions:

1. Western Region: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Texas, Utah, Washington, Wyoming.
2. Midwestern Region: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin.
3. Southern Region: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Maryland, Mississippi, North Carolina, Oklahoma, South Carolina, Tennessee, Virginia, District of Columbia, Puerto Rico, Virgin Islands.
4. Northeastern Region: Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, West Virginia.

C.  In the event the immediate Past President is not available to serve, or determines not to serve in that capacity, the immediate Past President position shall be appointed by a simple majority vote of the Board of Directors. The person elected shall be a delegate member in good standing.

D.  In addition to the above, Ex Officio Directors shall be appointed by a two-thirds majority vote of the Board of Directors and shall be a non-voting member of the Board of Directors.

SECTION 4. TERMS OF OFFICE.

1. Regional directors shall serve two-year staggered terms of directorship.
2. Directors-at-large shall serve two-year staggered terms of directorship.
3. The Ex Officio Directors shall serve at the pleasure and direction of the Board of Directors.

SECTION 5. REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than these Bylaws, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or outside the Commonwealth of Virginia, for the holding of additional regular meetings without other notice than such a resolution.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors of the Corporation. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside the Commonwealth of Virginia, as the place for holding any special meeting of the Board of Directors called by them.

SECTION 7. NOTICE. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previous thereto by written notice delivered personally or mailed to each director at his business address, or by electronic communication (email). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 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, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting.

Section 8. QUORUM. A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business; provided that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION 9. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other and participation by such means shall constitute presence in person at such meeting.

SECTION 10. VACANCIES. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum of the Board of Directors. A director so elected shall be elected for the unexpired term of his predecessor in office or the full term of such new directorship. For vacancies not filled at the annual meeting, the Board of Directors may appoint a director to fill the vacancy until the next annual meeting.

SECTION 11. COMPENSATION. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and for any other expenses incurred as directors, but not for services.

SECTION 12. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting, before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 13. INFORMAL ACTION BY DIRECTORS. Any action required by the Virginia law to be taken at a meeting of the Board of Directors of the Corporation, or any action which may be taken at a meeting of the Board of Directors or a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all the directors or all of the members of the committee of directors as the case may be.

OFFICERS

SECTION 1. OFFICERS. The officers of the Corporation shall consist of a President, Vice President, Treasurer, and Secretary or such other officers as may be elected or appointed by the Board of Directors. The officers of the Corporation shall be elected from among the state delegate directors only (four (4) Regional Directors and two (2) Delegate Directors-at-Large).

SECTION 2. PRESIDENT. The President shall be the principal executive officer of the Corporation and shall in general, supervise and control all of the business and affairs of the Corporation, subject to the general powers of the Board of Directors. He shall preside at all meetings of the members and the Board of Directors. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, deeds, mortgages, contracts, or other instruments which the Board of Directors pursuant to Article X hereof has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors form time to time. The President shall serve concurrently with his presidency as Chairman of the Board of Directors. He shall serve not more than two (2) consecutive one-year terms of office except by unanimous vote of the voting members in attendance when the vote is called at an annual meeting or special meeting of the members.

SECTION 3. VICE PRESIDENT. In absence of the President or in the event of his inability, resignation, retirement, death, or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may sign instruments with the Secretary and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 4. TREASURER. If required by the Board of Directors, the Treasurer shall furnish a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation; and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article X of these Bylaws. He shall, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Board of Directors may delegate the functions of the Treasurer to the Executive Director. The Treasurer shall be custodian of the corporate records; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 5. SECRETARY. He shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. The Board of Directors may delegate the functions of the Secretary to the Executive Director. The Secretary shall keep the minutes of the membership and the Board of Directors’ meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; keep the post office address of each member which shall be furnished to the Secretary by such member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 6. ELECTION AND TERM OF OFFICE. The President of the Corporation for the year following each annual meeting shall be elected by the Board of Directors from its membership. The election shall be held at the last meeting of the Board of Directors prior to the annual meeting. If a director is serving in the last year of his term of office when he is chosen as President-elect, he shall automatically retain his original elected Board of Directors position for one (1) year during his term as President. If the President is a regional director, a new regional director shall be elected from the President’s region to serve for a term corresponding to the term of the President. The President shall serve a two-year term beginning with the 1996 annual meeting. The other officers of the Corporation shall be elected annually by the Board of Directors from its membership in successive ascending rank from the office of the Secretary to the office of the Vice President at its first regular meeting after each annual meeting of the members. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and qualified, or until his death, or until he may resign or shall have been removed in the manner hereinafter provided. The election or appointment of an officer or agent shall not of itself contract rights. To be eligible for election as President, a member must have served as an elected officer.

SECTION 7. REMOVAL. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to contract rights, if any, of the person so removed. Removal of any officer may be effected at an annual or special meeting of the Board of Directors, after notice has been given as provided for herein.

SECTION 8. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

EXECUTIVE DIRECTOR

SECTION 1. POSITION. There is hereby created the position of Executive Director, whose office shall be at the principal office of the Corporation, and shall possess all powers and responsibilities delegated to him by the Board of Directors. The Executive Director shall be hired by the Board of Directors.

SECTION 2. DUTIES. The Executive Director shall administer the business of the Corporation in accordance with the policies of the Board of Directors. He shall have full charge of all books, papers, records, and other documents of the Corporation and shall receive and have charge of all fees and other monies and shall keep a complete and full record of all receipts and disbursements. He shall conduct all correspondence pertaining to his office and shall compile statistics and other data as may be required for the use of the Corporation and of its members. He shall perform such other duties as the Board of Directors may, from time to time, designate. The Executive Director shall devote his full time to the office and shall receive an annual salary as set by the Board of Directors. In the case of a vacancy of the Executive Director, the Board of Directors shall appoint an acting Executive Director until the vacancy is filled by the Board of Directors.

SECTION 3. BOND. The Executive Director shall be required to furnish a bond in an amount satisfactory to the Board of Directors, but not less than $50,000. The premium for such bond shall be paid by the Corporation.

SECTION 4. REMOVAL. The Board of Directors, by a majority vote, shall have the authority to suspend or dismiss the Executive Director from the office for malfeasance in office or for any other good or just cause.

SECTION 5. ASSISTANTS. The Executive Director may select assistants to aid him in the carrying out of his functions; and said names of assistants shall be submitted by the Executive Director to the Board of Directors for its prior approval.

ARTICLE VII

EXECUTIVE COMMITTEE

SECTION 1. CREATION. There is hereby created an Executive Committee which shall consist of the President, Vice President, Treasurer, Secretary, and the immediate Past President of the Corporation. The Executive Committee shall have the authority to act in such matters as are specifically delegated by the Board of Directors. The Secretary of the Corporation shall keep and take full and accurate minutes of all meetings of the Executive Committee and submit minutes of said meetings to the full Board of Directors. In the interval between meetings the Board of Directors, the Executive Committee shall have authority to take such action as it deems prudent in the furtherance of the general objectives of the Corporation, reporting such actions to the Board of Directors at its next meeting.

COMMITTEES

SECTION 1. STANDING COMMITTEES. There shall be two standing committees known as (1) the NCSBCS Regulatory Affairs Committee and (2) the NCSBCS Factory Built Structures Committee. The Regulatory Affairs Committee shall have three subcommittees: (a) the States Subcommittee, (b) the Major Cities/Major Counties Subcommittee; and (c) the Medium and Small Counties, Cities, Towns, and Townships Subcommittee. Each of the Standing Committees shall be comprised of members in good standing. The meetings of NCSBCS Subcommittees are open to all NCSBCS members; however, voting is limited to Government and Delegate members. The President of the Corporation with concurrence by the Board of Directors shall appoint the chair and vice chair of each Standing Committee to a two (2) year term of office.

SECTION 2. COMMITTEE MEETINGS. Each standing committee will meet at the annual meeting. Between annual meetings each committee may conduct additional meetings, one of which will be funded by the Corporation if funding is available. Each committee will also be provided support for alternate means of communication. This shall not preclude the committee from otherwise meeting.

SECTION 3. STAFF SUPPORT. The Executive Director shall provide staff support to each committee and shall maintain a record of committee activities and meetings.

SECTION 4. SPECIAL COMMITTEES. Special committees may be appointed by the President, with the approval of the Board of Directors. The life of a special committee shall not exceed two (2) years but may be reappointed.

SECTION 5. COOPERATION AMONG COMMITTEES. All standing and ad hoc committees shall cooperate with other committees of the Corporation as need requires.

FINANCES

SECTION 1. MANAGEMENT. The finances of the Corporation shall be managed by the Board of Directors. These management functions may be delegated by the Board of Directors to the Executive Director of the Corporation.

SECTION 2. ANNUAL ASSESSMENTS. The Corporation, through the Board of Directors, may establish annual assessments for each class of membership, to be ratified by the delegate members at their next annual meeting. All assessments must be paid within three (3) months of billing or arrangements must be made for full payment within the fiscal year membership billing period.

SECTION 3. BUDGET. The Board of Directors, through the Executive Director, shall establish an annual budget. Said annual budget shall be presented at the annual meeting of the Corporation.

SECTION 4. EXPENDITURES. The Board of Directors may authorize the Executive Director to commit the expenditures of corporate funds.

SECTION 5. AUDIT. The Executive Director shall submit to the Board of Directors a quarterly statement of revenues and expenses of the Corporation, and shall have the books of the Corporation audited annually by a certified public accountant, and submit a report of said audit to the Board of Directors and to the members at their next annual meeting. The expense of said audit shall be paid for by the Corporation.

SECTION 6. ACCESS TO BOOKS AND RECORDS. The members of the Corporation shall have access to the books and records of the Corporation at appointed times, as arranged by said member or members seeking access to said books and records with the Executive Director of the Corporation. Said requests for review of the books and records of the Corporation shall be at reasonable times and at reasonable places.

SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be from August 1 to July 31 of each year.

SECTION 8. RESERVES. The Board of Directors may establish such reserves of funds to meet the needs of the Corporation as it deems prudent. Said reserves shall be established through the use of the corporate depository bank, through the Executive Director or the Corporation. At the discretion of the Board of Directors, funds of the Corporation that are idle may be invested for such periods as to meet the needs of the Corporation.

ARTICLE X

CONTRACTS, LOANS, CHECKS, DEPOSITS, AND ACQUISITION OF PROPERTY

SECTION 1. CONTRACTS. The Board of Directors may authorize any two (2) officers to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no 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. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money, notes, or other evidences 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. DEPOSITS. 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.

SECTION 5. ACQUISITION OF REAL PROPERTY. The Board of Directors may authorize any officer or officers, agent or agents to enter into any agreements or execute and deliver any instrument relative to the acquisition, sale transfer, or conveyance of real property by the Corporation. Any instrument of conveyance as to real property shall be executed by the President of the Corporation, and accompanied by a resolution of authority from the Board of Directors.

SECTION 6. ACCEPTANCE OF PRIVATE FUNDS. The Board of Directors may authorize acceptance of gifts, grants, matching monies, or direct payments from public or private agencies or private persons and enterprises for the support or conduct of programs which are consistent with the general purposes and objectives of this Corporation.

SECTION 7. DISSOLUTION OF ASSETS. In the event that the delegate body should vote to dissolve the association, then whatever financial and physical assets that shall remain after such dissolution shall be equally divided and distributed among the member states which founded and govern NCSBCS. Only those states whose annual assessment with the Conference are current at the time of the dissolution shall be eligible for an individual share of such assets.

RELATIONSHIP WITH OTHER ORGANIZATIONS

The Corporation may establish a working relationship with other associations, and agencies of federal, state, and local governments deemed to have mutual interest in the objectives of the Corporation.

WAIVER OF NOTICE

Whenever any notice is required to be given to any member or director of the Corporation under the provisions of the Virginia non-stock Corporation Act or under the provisions of the Articles of Incorporation or Bylaws 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 equivalent to the giving of such notice.

AMENDMENTS

These Bylaws may be amended by the voting members at any annual or special meeting. Proposed amendments must be submitted by any member to the Executive Director forty-five (45) days prior to the annual or special meeting for transmittal to the membership no later than thirty (30) days prior to the annual or special meeting. Proposed Bylaw amendments must be approved by two-thirds (2/3) vote of all voting members present.

ORDER OF MEETINGS

All meetings provided for herein shall be conducted according to Robert’s Rules of Order Modified, except as otherwise authorized by the Board of Directors.

ARTICLE XV

DISCLAIMER