Chapter Business

Bylaws Change – Silicon Valley ASHI/CREIA, Inc.

Silicon Valley ASHI/CREIA, Inc.

Bylaws Change Rationale

For many years, ASHI has had a requirement that all chapters be incorporated to minimize chapter officer liability.  Compliance with this requirement was lax.  CREIA does not require chapters to incorporate.  Over the past 3-4 years, ASHI has been putting increasing pressure on chapters to get all in compliance.

At the same time, both ASHI and CREIA have been pushing all chapters to ensure that they comply with all state and federal non-profit tax requirements.  The state and IRS have initial filing and annual filing requirements.  The requirements are relatively simple, but failure to comply has very serious consequences.

If a non-profit does not maintain their non-profit status through regular filings, their non-profit status is revoked.  At that point, they are treated as a for profit entity and subject to income tax filings.  Since they would have assumed they were a non-profit, they would not have been filing income taxes.  They IRS and state can levy for back taxes and penalties.  The chapter officers could be held liable for unpaid tax debts.  This is currently happening at a CREIA chapter.  The IRS has revoked their non-profit status.

To bring the chapter into full compliance with both ASHI and state/federal requirements, the board has been working to get the chapter incorporated as a non-profit, file for non-profit status under the newly formed non-profit corporation and develop a new set of bylaws that are designed to work under a corporate structure. 

This is a complex task.  Unlike almost any other chapters, we are a dual chapter.  SV ASHI/CREIA has always had two sets of officers, but we make decisions as a single group, have a single set of accounting records and a single bank account.  The board did not want to change this.  If we split the chapter in two – who would a dual ASHI/CREIA member write a check to for a dinner meeting?  How would the two chapters pay the Blue Pheasant for the cost of the dinners?  What we have been doing is simple and it has worked for several decades – we want to meet all out organizational and non-profit tax requirements without creating an accounting and management nightmare.

The board with the help of an attorney specializing in non-profits spent about a year developing the proposed bylaws.  The bylaws are for a newly formed corporate entity called Silicon Valley ASHI/CREIA.  This entity is incorporated as an IRS 501.3C not for profit corporation.

The bylaws try to keep as much the same as is possible.  Each group, ASHI and CREIA, still elect chapter officers.  In the bylaws, these groups are referred to as “Sections”.  In a corporate business, these would be similar to operating divisions.

The State of California requires that corporations have certain officers.  Under the proposed bylaws, the section (ASHI and CREIA chapter officers) boards meet and elect from within the two boards a corporate board set of officers.  These corporate officers are the ones we report to the CA Secretary of State as the responsible parties for the SV ASHI/CREIA non-profit corporation.

We encourage you to study the proposed bylaws and ask questions.  Per the advice of the attorney, the bylaws were kept as lean as possible.  The idea is that the bylaws do not need to spell out every little detail.  What they need to do is provide an operational structure.  The details will be set forth in a separate policies and procedures document.  That document can be amended by board or membership vote without requiring a bylaws amendment.

The structure in the proposed bylaws allows us to continue operating the chapter as we have in the past – as a single entity dedicated to inspection excellence.  It also allows us to comply with ASHI’s requirement that the chapter be incorporated.  Lastly, it ensures that we comply with all non-profit entity requirements.

We cannot keep operating the way we have in the past.  This change is needed to ensure the viability of the chapter.  The board is encouraging all members to review the bylaws and vote yes to approve them.

 

Current bylaws from 2007    (downloadable copy)

Bylaws 2007

Articles of Incorporation   (downloadable copy)

Articles c6v1

New Bylaws Draft   (downloadable copy)

Bylaws Draft 08_01_2017

 

 

Silicon Valley ASHI/CREIA, Inc.
2017 BYLAWS

I: TITLE

  1. The name of this professional society shall be “Silicon Valley ASHI/CREIA, Inc.”, a chapter of the American Society of Home Inspectors and the California Real Estate Inspection Association (hereinafter referred to as “SVAC” or the Association).

 

II: PURPOSE

  1. To build public awareness and confidence in the home inspector.
  2. To promote excellence within the profession and to improve inspection service through the ASHI and CREIA Standards of Practice and Code of Ethics.
  3. To provide members and others with a forum in which to enhance their professionalism through education, an informed exchange of ideas, and other related benefits, which can be provided best by both state and national associations.
  4. To interact with related professions, the legal community and government bodies as the leading authority in the home and building inspection profession.

 

III: SVAC MEMBERSHIP

  1. ASHI/CREIA Professional Members – Members of SVAC shall be members in good standing of, and is certified by, the American Society of Home Inspectors and/or the California Real Estate Inspection Association. Members may vote and hold office. Members may serve on committees and may chair committees.
  2. ASHI/CREIA Associate Members – Associate Members are persons who meet the requirements for Professional membership in SVAC, but are not yet certified by either ASHI or CREIA. Associate Members shall be members in good standing of the American Society of Home Inspectors and/or the California Real Estate Inspection Association. Associate Members may vote but may not hold office, and may serve on, but not chair, committees.
  3. SVAC Affiliate Members are persons who support the objectives of this Association, and who conform to the requirements for Affiliate Membership, but who do not meet the requirements for Professional or Candidate membership. Affiliate Members may not vote or hold office. Affiliates may serve on, but not chair, committees.
  4. All discipline of members shall be the exclusive function of ASHI and/or CREIA except with respect to members relating primarily to SVAC business including: a) nonpayment of SVAC dues and/or fees, b) misuse of SVAC properties, documents and policies, c) failure of adherence to minimum requirements of membership in ASHI and/or CREIA. Failure to maintain either ASHI or CREIA membership, as defined in sub-section 1 and 2 above, will result in automatic change in SVAC membership from “Member” status to “Affiliate” status, unless otherwise directed by an action of the Executive Board.
  5. SVAC members’ rights and privileges, and other rules relating to membership and participation in the Association may be defined in writing by the Executive Board.
  6. Each member of this Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and/or duly constituted committees of the Association.
  7. A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to (1) observe the Association’s rules of conduct as prescribed by the Board in these Bylaws or otherwise, (2) to abide in the lawful decisions of any duly constituted committee of the Association, or to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Association.  The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor.  The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee.  The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.  The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.

 

IV: FEES

  1. Dues for membership and administrative fees shall be an amount established from time to time by the SVAC Executive Board of Directors.
  2. Any member, associate or affiliate more than sixty (60) days in arrears for indebtedness to the SVAC shall be considered not in good standing and may have his/her status suspended and/or revoked upon notice.
  3. In the event of dissolution of the SVAC, any funds remaining shall be transferred to one or more organizations which are exempt from Federal Income Tax under Internal Revenue Code 501(c)(6).
  4. Individual members, associate or affiliates that have been dropped from SVAC member affiliation for non-payment of dues or other indebtedness to the SVAC may be reinstated by a vote of the SVAC Executive Board of Directors once all fees and any assessed penalties are paid to the SVAC or forgiven by the Executive Board of Directors.
  5. SVAC officers and committee chairpersons may be awarded a discount on fees collected for SVAC membership upon written request of the member and approval by the Executive Board of Directors. The amount of the discount will be set by the Executive Board of Directors prior to the beginning of the membership year and will be valid for that coming membership year.

 

V: SVAC BOARD OF DIRECTORS

  1. SVAC shall have an Executive Board of Directors consisting of seven (7) persons designated as follows:

 

  1. Three individuals currently serving on the ASHI Section Board designated by the ASHI Section of SVAC.
  2. Three individuals currently serving on the CREIA Section Board designated by the CREIA Section of SVAC.
  3. One other person designated by a two-thirds (2/3) vote of the Executive Board of Directors.
  4. All Directors must be and remain in good standing with SVAC and either CREIA or ASHI at all times during their tenure as a Director of SVAC.

 

  1. The Executive Board of Directors shall:

 

  1. Hold meetings as needed between the scheduled SVAC meetings and no fewer than one per quarter and coordinate and schedule general membership meetings as needed with no fewer than one per quarter.
  2. Establish administrative policies governing the affairs of the SVAC, review policies or motions to present to the SVAC membership and devise measures for the SVACs’ growth and development.
  3. Avoid interference with Section issues except to the extent the Board deems it necessary to protect material SVAC interests.
  4. Provide for the proper care and oversight of issues, materials, equipment and funds of the SVAC for the payment of legitimate expenses.
  5. Approve or reject the President’s appointments to committee chairs.
  6. The Board is the governing body of the Association and has authority and is responsible for the supervision, control, and direction of the Association.

 

VI: OFFICERS

  1. The Executive Board of directors shall appoint, from Executive Board members, SVAC officers, including a President, Vice-president, Secretary, Treasurer and Parliamentarian by a two-thirds (2/3) vote of the Executive Board of Directors. Officers may be removed for any or no reason by a two-thirds vote of the Executive Board of Directors.  An SVAC Director may simultaneously hold more than one Officer position. Officers must be a ASHI Inspector, ASHI Certified Inspector, CREIA Certified Inspector or CREIA Master Inspector.

2.  Duties of Officers are as follows:

  1. The President shall serve as chair of the Executive Board of Directors and at all General Membership meetings. The President shall be an ex-officio member of all committees.
  2. The Vice-President shall assume duties of the President in the absence of the President; the Vice-President shall also assume such other duties as are assigned by the Executive Board of Directors. If the office of the President shall become vacant, the Vice-President shall automatically succeed to the office of President to fill the unexpired term.
  3. The Secretary shall be responsible for keeping (or overseeing the keeping) of the minutes of the Executive Board of Directors meetings, General Membership meetings, and any special meetings. The Secretary shall also be responsible for the maintenance (or oversee the keeping) of membership rosters, SVAC documents, letters and transactions of SVAC.
  4. The Treasurer shall have general supervision, or shall oversee the general supervision, over the books and financial records of SVAC. Checks shall of $1000 or less require one signature. Checks of more than $1000 shall require the signatures of one SVAC Officer and one signature from a Section Officer, neither of whom may be the same person. The Treasurer shall provide quarterly financial reports and year-end closing-of-the-books report to the Executive Board of Directors.
  5. The Parliamentarian shall monitor SVAC actions, business and activities to help ensure that said activities are consistent with SVAC Bylaws, policies and applicable rules and regulations. The Parliamentarian shall also function as SVAC historian.
  6. If the offices of Vice-President, Secretary or Treasurer become vacant, the President shall appoint a successor to serve the unexpired portion of the term, subject to approval by the Executive Board of Directors. If the appointee is already holding elective or appointive office, the appointee shall serve in the appointed capacity in addition to other duties. If the office of Parliamentarian becomes vacant, the President, at his or her discretion shall appoint a previous past President to serve the unexpired portion of the term subject to the approval of the Executive Board of Directors. If the appointee is already holding elective or appointive office, the appointee shall serve in the appointed capacity in addition to other duties. 
  7. It is the duty of each member of the Executive Board of Directors to cast a single vote to represent the best interest of the general SVAC membership.

 

VII:  SVAC SECTIONS

  1. Section Charter. SVAC membership will be divided into two sections:  SVAC-ASHI and SVAC CREIA.  Each Section shall be governed in accordance with these Bylaws and its own rules and procedures.  Section rules may be adopted and modified only with the approval of the SVAC Executive Board and majority vote of the members of the applicable Section.
  2. Section Governance. Subject to the terms of these Bylaws, Section activities shall be governed by the applicable Section Board.
  3. Section Boards and Officers. Section Boards shall include not less than three (3) nor more than six (6) members, including Section President, Section Vice President, Section Secretary, and Section Treasurer, all of whom are elected annually by members of the Section.  Each Section may establish its own rules for elections of Section Directors and Section Officers.  
  4. Section Finances. Section funds shall be maintained in the SVAC general funds account.  Section budgets, if used, shall be subject to approval by the SVAC Executive Board, and need not be equal, as the overarching needs of SVAC as a whole, and the needs of each Section, shall be considered.
  5. Section Disputes. Disputes between Sections, or between a Section and SVAC, shall be resolved through meetings and communications between the SVAC Executive Board and Section representatives.  If the parties are unable to resolve the dispute, the matter will be decided by the SVAC Executive Board. The SVAC Executive Board shall avoid interference with Section issues except to the extent the Board deems it necessary to protect material SVAC interests. 
  6. Section Cooperation and Coordination. Sections shall cooperate and coordinate to the greatest extent possible to advance Section and SVAC interests.

 

VIII: ASHI COUNCIL OF REPRESENTATIVES

The SVAC ASHI Section President shall serve on the ASHI Council of Representatives, or appoint a stand-in, with the approval of the ASHI Executive Board of Directors, if the President is unable to fulfill this obligation. 

 

IX: GOVERNMENT REGULATION REPRESENTATIVE

A Governmental Regulation Liaison shall be appointed by the SVAC Executive Board of Directors to seek out information related to government regulation of the home inspection profession and communicate the findings to SVAC and its Sections. 

X: STANDING COMMITTEES

  1. The following Standing Committees shall consist of members of both SVAC Sections, appointed at the beginning of each year:
  2. Membership – Membership relations shall be the responsibility of the board of directors and shall encourage SVAC membership and assist candidates and new members in maintaining membership in accordance with these Bylaws.
  3. Education – The Education Committee shall establish and maintain a continuing education program associated with the general monthly meetings.
  4. Marketing/Public Relations – The Marketing/Public Relations Committee shall develop and submit to the Executive Board of directors for approval, programs that will be used to communicate the value of the home inspection profession to both the real estate professional, the general public, and the home inspection professional consistent with the mission statements of both ASHI and CREIA.
  5. Website – The Internet Committee shall be responsible to create, maintain and/or upgrade the components of the SVACs’ website and/or Internet presence. The committee is responsible to identify areas of interest/value to the home inspector, the home inspector profession, the real estate profession and the general public related to the website and/or internet. Features of the website shall be consistent with the values of the parent associations, ASHI (American Society of Home Inspectors) and CREIA (California Real Estate Inspection Association). The committee shall act as a liaison between SVAC Executive Board of Directors and website designers, ISP providers, or parent associations (ASHI & CREIA) and may negotiate/sign agreements on behalf of the SVAC upon approval of the SVAC Executive Board of Directors. The committee will also provide oversight direction of “SVAC Member Profiles” listed on the SVAC website.
  6. Seminars – The Seminar Committee shall plan and execute educational programs from time to time while generating income for the SVAC.
  7. The SVAC Executive Board of Directors from time to time may choose to establish special committees composed of members of both Sections as it deems necessary and/or appropriate.
  8. The Executive Board of Directors shall establish and maintain the responsibilities of each committee.

 

XI: General Membership Meetings

  1. The SVAC shall hold at least 4 meetings annually, 1 per quarter. The date and time to be set by the Executive Board so as to maximize member attendance
  2. Special membership meetings may be called by the Executive Board of Directors with a 15-day notice to all members. Special meetings may be limited to SVAC members and candidates or to SVAC members only.
  3. All Association meetings may be held in person, telephonically, or other electronic means, provided all of the members of the meeting group may communicate with one-another in real time.
  4. Any action that may be taken at a duly-noticed membership meeting may, in the alternative, be taken by written ballot.
  5. An action of the Board, a Section or any committee may be taken without a meeting provided all members of the meeting group consent in writing to the proposed action.
  6. Proxy voting is not permitted at any meeting.

 

XII: Quorum

  1. At least 20% of the members entitled to vote and voting in person shall constitute a quorum at any regular or special meeting of the SVAC, provided the quorum includes the President or Vice-President and one other officer.
  2. In the event of a mail or electronic ballot, response by 20% of the members entitled to vote shall constitute a quorum.  

 

Xlll: SECTION ELECTIONS

1. The offices of each Section President, Vice-President, Secretary and Treasurer, shall be elected annually to serve for a (2) two-year term to begin January 1. The election of Section officers shall be held by official ballots returned no later than December 1.
2.  Only chapter members that are part of that section are eligible to vote for section officers.
3.  The nominees receiving the highest number of votes, even if not a majority, shall be declared elected.  In case of a tie, the most senior (continuous) chapter member nominee will be declared elected. 
4. The method for providing ballots to the membership, at the time of elections, shall be by mail or electronically or a combination of methods as voted upon by the Executive Board of Directors two months prior to sending out the ballots.

 

XIV: FISCAL YEAR

The fiscal year shall be the calendar year January 1 to December 31.

 

XV: PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rule of Order (current edition) shall govern meetings of this SVAC in all cases where applicable and not inconsistent with these Bylaws.

 

XVI: CHANGES

These policies may be changed at any membership meeting with a majority of the members present in person and voting, provided all proposed changes or amendments to the Bylaws are sent to all SVAC members not less than 14 days prior to the date of voting.

 

XVII: RESTRICTIONS

1 All policies and activities of the SVAC shall be consistent with applicable tax exemption requirements including the requirements that the SVAC not be organized for profit and that no part of its earnings to be applied to the benefit of any private individual or corporation.

  1. SVAC rules and policies shall be consistent with these Bylaws, and with the Bylaws and formal policies of the American Society of Home Inspectors and the California Real Estate Inspection Association to the extent that said bylaws and other rules and regulations do not contradict these Bylaws.

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