Draft

BYLAWS

of the

MAINE ASSOCIATION OF
BUILDING EFFICIENCY PROFESSIONALS

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 TABLE OF CONTENTS

ARTICLE I 1
NAME1

ARTICLE II 1
OFFICE

ARTICLE III 1
DEFINITIONS

ARTICLE IV 2
MEMBERSHIP
Section 1. Categories.
Section 2. Application.
Section 3. Approval.
Section 4. Designated Individual.
Section 5. Dues Category.
Section 6. Resignations.
Section 7. Suspension: Expulsion.
Section 8. Reinstatement.
Section 9. Good Standing.
Section 10. New Owner.

ARTICLE V 3
DUES AND ASSESSMENTS
Section 1. Dues.
Section 2. Assessments.
Section 3. Budget.
Section 4. Fiscal Year.

ARTICLE VI 4
BOARD OF DIRECTORS
Section 1. Number and Categories.
Section 2. Term of Office.
Section 3. Election: Nominations Committee.
Section 4. Eligibility.
Section 5. Absenteeism.
Section 6. End of Term.
Section 7. Powers and Duties.
Section 8. Vacancies.

ARTICLE VII 6
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors
Section 2. Proxies.

ARTICLE VIII
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 OFFICERS
Section 1. Election.
Section 2. Eligibility.
Section 3. Balloting.
Section 4. Compensation.
Section 5. Terms of Office.
Section 6. Installation.

ARTICLE IX 8
MEETING OF THE MEMBERSHIP
Section 1. Annual Meeting.
Section 2. Additional Meetings.
Section 3. Notice of Meetings.
Section 4. Quorum.
Section 5. Voting at Meetings.
Section 6. Parliamentary Procedure.

ARTICLE X
AMENDMENTS
Section 1. Vote of Members.
Section 2. Vote of Directors.
Section 3. Minute Book.

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 BYLAWS of the
MAINE ASSOCIATION OF
BUILDING EFFICIENCY PROFESSIONALS

ARTICLE I

NAME

The name of this organization shall be Maine Association of Building Efficiency Professionals. The
purposes of this Association are:

to represent and advance the interests of energy auditors, energy efficiency retrofit contractors,
installers of energy efficiency materials and equipment, installers of non-fossil fuel generating devices,
manufacturers and suppliers, and all other persons and businesses who seek to improve the energy
efficiency of residential and commercial buildings and to reduce our dependence upon fossil fuels;

to represent these interests at the Maine legislature and other policymaking forums;

to serve as a clearinghouse for technical data and new ideas that will advance the cause of energy
efficiency and reduce our reliance on fossil fuels;

to seek support for common standards of training and certification of all energy efficiency
professionals, regardless by whom they are employed and whom they serve;

to provide such training and continuing education to the extent demand for appropriate training is
not being met by others;

to support policies which ensure that government programs do not provide a competitive advantage
for some individuals and businesses at the expense of others;

to support programs which establish long-term, stable incentives for all homeowners and businesses
to invest in energy efficiency and reductions in their use of fossil fuels, including programs designed to
educate the public on the value of improving energy efficiency in homes and commercial buildings, and
increasing market awareness of the services of MABEP members, and

to encourage its members to adhere to the highest ethical standards in their dealings with customers,
other professionals and the general public, and to provide high quality services at the best possible value.

ARTICLE II

OFFICE

The principal office of this organization shall be located in the State of Maine at a location
designated by the Board of Directors.

ARTICLE III
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 DEFINITIONS

The term "Energy Auditor" is defined to mean a person, co-partnership, firm or corporation actively
engaged in the inspection, survey and analysis of energy flows in a building, process or system with the
objective of understanding the energy dynamics of the system under study.

The term "Weatherization Contractor" is defined to mean a person, co-partnership, firm or

corporation actively engaged the practice of protecting a building and its interior from the elements,
particularly from sunlight, precipitation, and wind, and of modifying a building to reduce energy
consumption and optimize energy efficiency.

The term "Energy Efficiency Products Manufacturer," hereinafter “Manufacturer,” is defined to

mean a person, co-partnership, firm or corporation actively engaged in the manufacture of materials,
products, devices or systems which reduce the need for energy in buildings or which reduce the reliance on
fossil and other non-renewable fuels to provide energy.

The term "Energy Efficiency Products Supplier," hereinafter “Supplier,”is defined to mean a person,
co-partnership, firm or corporation actively engaged in supplying or distributing materials, products, devices
or systems which reduce the need for energy in buildings or which reduce the reliance on fossil and other
non-renewable fuels to provide energy.

The term "Energy Efficiency Products Dealer," hereinafter “Dealer,” is defined to mean a person, co-
partnership, firm or corporation actively engaged in the sale or installation of materials, products, devices or
systems which reduce the need for energy in buildings or which reduce the reliance on fossil and other non-
renewable fuels to provide energy.

The term "Lender" is defined to mean a person, co-partnership, firm or corporation actively engaged
in lending funds either directly or indirectly to purchasers of energy efficiency services and products.

The term “Chief Executive Officer” is defined to mean the person who is employed by the Board of
Directors to manage the affairs of the association. The Chief Executive Officer may be employed either
pursuant to a contract with the association or on its payroll, at the discretion of the Board of Directors.

The term "Associate" is defined to mean a person, co-partnership, firm or corporation not in one of
the categories defined above and who is not entitled to vote on the affairs of the Association, but who is
granted such other rights and privileges as the Board of Directors deems appropriate.

ARTICLE IV

MEMBERSHIP

Section 1. Categories. Membership in the Association shall include Energy Auditors,

Weatherization Contractors, Manufacturers, Suppliers, Dealer, Lenders and Associates, as defined in Article
III.

Section 2. Application. Each application for membership or associate membership in the

Association must be made to the Board of Directors in writing.

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 Section 3. Approval. Membership and associate membership in the Association is an entirely
voluntary matter and the Board of Directors reserves the right to approve or reject applications for
membership or associate membership.

Section 4. Designated Individual. If the applicant is not an individual, the applicant shall designate
the individual in the firm or other entity who will act as its representative or alternate representative in the
affairs of the Association. Any member may change its representative or alternate representative at any time
by written notice to the Board of Directors through the Executive Office.

Section 5. Dues Category. If an applicant for membership is engaged in more than one segment of
the industry, his/her dues shall be that of the highest dues category.

Section 6. Resignations. Any member in good standing may resign at any time by letter addressed
to the Board of Directors or Secretary.

Section 7. Suspension: Expulsion. The Board of Directors may suspend for non-payment of dues,
or for other good cause deemed sufficient, any member or representative, provided, however, that such
member or representative shall be given written notice of such intended action and shall be given an
opportunity to be heard before the Board, except where suspension is for non-payment of dues.

A two-thirds (2/3) affirmative vote of those Directors present and voting shall be required for
expulsion. "Good cause" shall be determined by the Board and may include, but shall not be limited to,
violation of law or conduct tending to harm the reputation of the Association or the energy efficiency
industry.

On the question of expulsion, no accusing or accused member or representative shall be entitled to

vote.

Section 8. Reinstatement. The Board of Directors may, at its discretion, reinstate to full
membership in the Association any member whose membership has been terminated for any cause,
providing the member shall have eliminated the cause of suspension.

Section 9. Good Standing. Any member who shall be in arrears in the payment of any installment
of dues shall not be in good standing and shall not be entitled to vote as a member.

Section 10. New Owner. In the event that a member business shall change ownership, the new
owner shall make application for membership in accordance with the By-Laws.

ARTICLE V

DUES AND ASSESSMENTS

Section 1. Dues. The expense of maintaining the Association shall be distributed among the
members through dues and other income-producing activities. The Board of Directors shall approve all
dues schedules by a majority vote of the Directors in attendance at any Board of Directors meeting.

Section 2. Assessments. Reasonable assessments, in addition to any membership fees and dues,
may be made to each active member by the Board of Directors upon determination that the financial
condition of the corporation so requires.
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 Section 3. Budget. Prior to the beginning of each fiscal year, the Board of Directors shall instruct
the Executive Director or Finance Committee to prepare a proposed budget covering the estimated receipts
and expenditures for the coming year. The Executive Director or Finance Committee Chairman shall present
this budget to the Board of Directors for consideration at the last regular Board Meeting held during the
current fiscal year, to be submitted to the new Board for action.

Section 4. Fiscal Year. The fiscal year for the Association shall begin on the first day of January of
each year and end on the last day of December.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. Number and Categories. The business of the Association shall be managed by a Board of
Directors which shall consist of the following:

Two (2) members from each of the following categories:

Energy Auditors
Weatherization Contractors

One (1) member from each of the following categories:

Manufacturers
Suppliers
Dealers
Lenders

Two (2) members from the following category:

At Large

One (1) member from the following category:

Chief Executive Officer

Section 2. Term of Office. The members of the Association shall initially elect their Board members
in the following manner to insure Board continuity:

One from each of the following categories to a one (1) year term:

Energy Auditor
Supplier
Dealer
At Large

One from each of the following categories to a two (2)

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 Weatherization Contractor
Manufacturer
Chief Executive Officer

One from each of the following categories to a three (3) year term:

Energy Auditor
Weatherization Contractor
Lender
At Large

Thereafter, all members of the Board of Directors shall be elected to three (3) year terms.

Section 3. Election: Nominations Committee. The members of the Association shall elect the
persons they wish to serve on the Board of Directors by a vote of those present at the Annual Meeting.
Members must be present at the Annual Meeting in order to vote and no proxies shall be allowed. A
Nominations Committee shall be appointed by the President of the Board at least thirty (30) days prior to the
date of election of the Board of Directors for the purpose of recommending candidates. One or more
candidates may be put forth by the Committee and nominations may be made from the membership at the
time of the election. All candidates shall be placed on a single ballot sheet, and no person may be a
candidate for more than one seat.

Section 4. Eligibility. Persons eligible for election to the Board shall be those individuals who are
members of the Association or designated representatives of corporate members of the Association.
Alternate representatives of corporate members shall not be eligible for election to the Board. One who is
elected to the Board by virtue of being the designated representative of a corporate member of the
Association may continue to serve out his or her full term on the Board, notwithstanding the fact that he or
she may no longer serve as the designated representative of a corporate member of the Association,
provided that he or she continues to qualify for membership in the Association in the category which he or
she represented as a member of the Board and provided further that he or she immediately applies for
membership in the Association as an individual.

Section 5. Absenteeism. Any member of the Board of Directors who shall be absent from two (2)
consecutive regular meetings of the Board shall be deemed to have resigned from office as a member of the
Board.

Section 6. End of Term. Except in the case of resignations, members of the Board shall serve for the
term elected and then until their successors have been elected and qualified.

Section 7. Powers and Duties. The business and affairs of the Association shall be managed by the
Board of Directors who shall exercise or direct the exercise of all lawful corporate powers. Such powers of
the board shall be exercised in accordance with the Articles of Incorporation and the By-Laws of this
corporation. The Board of Directors may make rules and regulations to govern its own proceedings or for
the guidance of the officers and employees of the corporation in the transaction of the corporate business. It
is hereby expressly declared that the Board of Directors shall have the following powers:

(a) to select, designate and remove all officers, agents and employees of the corporation
and to prescribe such powers and duties for officers, agents and employees as are consistent with law and
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with the Articles of Incorporation and By- Laws of this corporation;

(b) to borrow money and incur indebtedness for the purposes of the corporation and to
cause to be executed and delivered in the corporation's name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, or other evidence of debt and securities thereof, and

(c) to manage in such manner as said Board may deem best all funds and property, real
and personal, received and acquired by the corporation, and to distribute, loan or dispense the same and/or
the income and surplus therefrom.

Section 8. Vacancies. A vacancy in the Board of Directors shall be deemed to exist upon the death,
resignation or removal of any Director. Vacancies on the Board shall be filled by election by the Board of
Directors. Each Director so chosen shall hold office for the balance of the unexpired term of his/her
predecessor and until his/her qualified successor is elected and accepts office.

ARTICLE VII

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Meetings of the Board of Directors shall be held at such time and place as may be
designated by the Board or other person calling such meetings, as follows:

(a) The Board of Directors shall meet at least four (4) times each year, in the Spring,
Summer, Fall and Winter. One such regular meeting shall be conducted at the Annual Meeting of the
Association. Notice of a regular meeting of the Board of Directors may be given at any previous regularly
called meeting of the Board. The secretary may further give written notice of such regularly called meeting
of the Directors by mail, but failure to give such notice shall not detract from the validity of a meeting so
called.

(b) The annual meeting of the Board of Directors may be held without notice at the
annual meeting of the membership.

(c) A special meeting of the Board of Directors may be called by the President or by a
majority of the Board at any time by serving each member of the Board with a written notice by letter or
wire at least five (5) days prior to the hour set for said special meeting.

(d) Written notice shall be deemed to been given upon the date the notice is placed in the
mail, postage prepaid, properly addressed to the Director at the address appearing in the corporate books.

(e) Notice of the time and place of holding of any adjourned meeting need not be given if
such time and place is fixed at the meeting adjourned.

(f) Attendance of a Director at a 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 was not lawfully called or convened.

(g) A quorum at any regular or special meeting shall consist of a majority of the
authorized number of Directors.

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 Section 2. Proxies. A member of the Board of Directors who is absent from a meeting may
designate, in writing, another member of the Board to cast his or her vote by proxy. A Director voting by
proxy shall not be counted in determining a quorum.

ARTICLE VIII

OFFICERS

Section 1. Election. The Officers of the Association shall be elected by the Board of Directors.

Section 2. Eligibility. A candidate for an elected office must have been a member of the Board of
Directors for at least one year prior to election, except in the case of the first election of officers of the
Board.

Section 3. Balloting. Elections shall be by secret ballot. The candidate for an office who receives
the most votes shall be declared elected. Three (3) tellers for each election shall be chosen by the President
from among members of the Board who are not themselves candidates. The tellers shall announce only the
winning candidate for each election.

Section 4. Compensation. The officers shall receive no salary for their services.

Section 5. Terms of Office. The Board of Directors, at a meeting held in conjunction with the
Annual Meeting, shall elect from its membership persons to serve in the following offices for the following
terms:

President One (1) year term

Vice President One (1) year term
Secretary One (1) year term
Treasurer One (1) year term

Section 6. Installation. The Officers of the Association shall be installed and take office following
the annual election of officers at the Annual Meeting.

ARTICLE IX

MEETING OF THE MEMBERSHIP

Section 1. Annual Meeting. The annual meeting of the membership shall be held in the State of
Maine within sixty (60) days of the end of the fiscal year at a place to be determined by the Board of
Directors, and upon at least thirty (30) days' notice thereof to the membership.

Section 2. Additional Meetings. General meetings of the membership may be held more frequently
than annually at the discretion of the Board of Directors, at times and places to be determined by the Board
of Directors, and upon at least 30 days' notice thereof to the membership.

Section 3. Notice of Meetings. Notice of general meeting, other than an annual general meeting, of
the membership shall be given to each member entitled to vote thereat, either personally or by prepaid mail
addressed to such member at his/her address as appearing on the books of the corporation. Such notice shall
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be mailed not less than 15 days prior to the date set for such meeting, shall specify the place, day and hour
of the meeting, and shall state in general terms the nature of the business to be considered at such meeting.

Section 4. Quorum. The members present at the commencement of a duly called meeting of the
membership shall constitute a quorum.

Section 5. Voting at Meetings. The persons entitled to receive notice of and to vote at any meeting
of the membership shall be determined from the membership of the corporation on the date of mailing of the
notice thereof. All active members in good standing shall have voting rights as hereinabove provided.
Votes may be taken by voice, by show of hands, or by written ballot.

Section 6. Parliamentary Procedure. Robert's "Rules of Order" shall be the parliamentary authority
of this Association insofar as there is no conflict with the Association's Charter and By-Laws.
ARTICLE X
AMENDMENTS

Section 1. Vote of Members. These By-Laws may be amended, supplemented or repealed by a two-
thirds (2/3) majority vote of members present at any meeting of the Association, provided the proposed
change is submitted by mail to the last recorded address of each member at least thirty (30) days before the
time of the meeting which is to consider the change.

Section 2. Vote of Directors. These By-Laws also may be amended, supplemented or repealed by
action of the Board of Directors by a two-thirds (2/3) vote of all the members of the Board, subject to
ratification by the members either by a two-thirds (2/3) majority of the votes cast by mail ballot or by a two-
thirds (2/3) majority of members present in person at the next Annual Meeting.

Section 3. Minute Book. Whenever an amendment or new By-Law is adopted, a copy shall be
placed in the minute book with the original By-Laws in the appropriate place. If any By-Law is repealed,
the fact of repeal and the date on which the repeal occurred shall be stated in such book and place. All
members shall be promptly notified of any change in the By-Laws.

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