Constitution & Bylaws

ARTICLE I

NAME AND PURPOSES

Section 1.01. Name. The name of the Association shall be Pacific Coast Wholesale Hardwood Distributors Association.

Section 1.02. Purpose. The purposes of this Association are to adopt a Code of Ethics; to promote fair competition between members of the industry and to protect the interests of wholesale distributing yards. This Association covers the activities of recognized wholesale lumber distributing yards handling not only hardwoods but also those additional items of lumber and forest products that custom and practice has developed or may develop in the various sections. The further purposes of this Association are to reduce and relieve unemployment; to improve the standards of labor therein and to maintain a reasonable balance between supply and demand of hardwood lumber and plywood in the eleven Western States, Alaska, Hawaii and the Province of British Columbia.

ARTICLE II

MEMBERS

Section 2.01. Qualifications. Membership in this Association shall be open to all hardwood lumber and hardwood panel distributors upon the recommendation of the Membership Committee. A distributor, as used herein, includes any individual, firm, partnership or corporation, who carries on hand at all times a comprehensive and well-assorted stock of all types of hardwoods and/or plywood necessary to properly service the requirements of his area; a distributor who maintains a sales organization for this purpose, assumes credit risks and such other obligations as are incident to transportation and distribution, and who has sufficient capital to rate as a normal credit risk.

Section 2.02. Membership. Application for membership shall be in writing and endorsed by at least two members of the Membership Committee. The Membership Committee shall send their discussion and recommendations of all new members to the Board of Directors. The firm will be voted in by an affirmative vote of two-thirds of the Board.

Section 2.03. Termination of Membership. The Board of Directors, by affirmative vote of two- thirds of the Board, may terminate the membership of any member, who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues. A member may have their membership terminated by the Board of Directors by an affirmative vote of two-thirds of the Board, whenever in the Board’s judgment the best interests of the Association will be served thereby. Any such removal shall be without prejudice to the contract rights, if any of the member so removed.

Section 2.04. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 2.05. Representation. Each firm having membership in this Association may have as many individual representatives from among their officers only as they choose, but each firm shall have but one vote. A firm desiring to appoint an individual representative other than an officer will need Board approval.

Section 2.06. Dues. Dues for members shall be established by the Board of Directors. ARTICLE III

ARTICLE III

AUTHORITY AND DUTIES OF DIRECTORS

Section 3.01. Authority of Directors. The administration of this Association shall be under the direction of the Board of Directors. The Board of Directors is the policy-making body and shall have all the powers and duties conferred upon it by these Bylaws and generally all such other powers and duties as shall be necessary to properly administer the purposes of this Association.

Section 3.02. Number, Selection, and Tenure. The Board shall consist of not less than seven (7) directors as elected by a majority vote of members present at the annual meeting. Terms of office may be established by the members present at the annual meeting. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the President shall choose the succeeding director from the slate of candidates. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office. Directors shall be eligible for reappointment.

Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Association of a written notification.

Section 3.04. Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times and places as the Board shall determine.

Section 3.05. Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine.

Section 3.06. Notice. Meetings may be called by the Chairperson or at the request of any two (2) directors by notice mailed, emailed, or sent by facsimile transmission to each member of the Board not less than seventy-two (72) hours before such meeting.

Section 3.07. Quorum. A quorum shall consist of a simple majority of the Board attending in person, or through teleconferencing. All decisions will be by a simple majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.

Section 3.08. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting using mail email, fax, or other new communications technologies provided that the action being voted on is approved by a simple majority vote of the Board.

Section 3.09. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section 3.10. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons, which except for a Nominating Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Association.

Section 3.11. Nominating Committee. There shall be a Nominating Committee, composed of the President and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority.

Section 3.12. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Association’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.

ARTICLE IV

AUTHORITY AND DUTIES OF OFFICERS

Section 4.01. Officers. The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary/Treasurer, and such other officers as the Board of Directors may designate. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary/Treasurer.

Section 4.02. Appointment of Officers; Terms of Office. The officers of the Association shall be elected by a majority vote of the members present at the annual meeting. Terms of office may be established by the members present at the annual meeting. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the Board of Directors. In the event of a tie vote, the President shall choose the succeeding officer from the slate of candidates. An officer elected to fill a vacancy shall be elected for the unexpired term of that officer’s predecessor in office. Officers shall be eligible for reappointment.

Section 4.03. Resignation. Resignations are effective upon receipt by the Secretary of the Association of a written notification.

Section 4.04. Removal. An officer may be removed by the Board of Directors by a simple majority vote, whenever in the Board’s judgment the best interests of the Association will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05. President. The President shall be a director of the Association and will preside at all meetings of the Board of Directors. The President shall perform all duties attendant to that office, subject, however, to the control of the Board of Directors, and shall perform such other duties as on occasion shall be assigned by the Board of Directors.

Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.

ARTICLE VII FINANCIAL ADMINISTRATION

Section 7.01. Fiscal Year. The fiscal year of the Association shall begin March 1 and end on the last day of February but may be changed by resolution of the Board of Directors.

Section 7.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.

Section 7.03. Deposits and Accounts. All funds of the Association, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Association, to whom such power may from time to time be delegated by the Board.

Section 7.04. Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable.

ARTICLE VIII BOOKS AND RECORDS

Correct books of account of the activities and transactions of the Association shall be kept at the office of the Association. These shall include a minute book, which shall contain a copy of these Bylaws, and all minutes of meetings of the Board of Directors.

ARTICLE IX ANNUAL MEETING

There shall be an annual meeting of the Association which will be called by the President for the purpose of submitting the annual reports, electing directors and officers and the transactions of other business. Notice of such meetings shall be mailed to the last recorded address of each member, at least 30 days before the time appointed for the meeting. Attendance at the Conventions of the Pacific Coast Wholesale Hardwood Distributors Association shall be closed to non-members except those specifically authorized by the President or acting officers.