Article I – Organization
Section 1: Name
The name of the organization shall be Carpet Cleaners Institute Inc. DBA Carpet and Fabricare Institute (CFI).
Section 2: Purpose
The purpose of this organization shall be to improve the skills and competency, promote the services of, and provide technical assistance to our members through regular meetings, consulting services, and the open exchange of ideas for the betterment of our members, industry, and services provided to the consumer.
Section 3: Incorporation
The Carpet and FabriCare Institute shall be incorporated as a nonprofit organization under the laws of the State of California.
Section 4: Chapters
- There shall be a minimum of three (3) Chapters of the organization. The Board of Directors based on the needs of the organization shall determine these chapters.
- New chapters can be formed as determined by a 2/3 vote the Board of Directors. These chapters shall not be limited by geographical locations.
- A Chapter in Formation may exist with a minimum of 15 members and a maximum of 35 members. A Chapter in Formation shall be subject to at least an annual review of its status.
- A Chapter or Chapter in Formation whose membership falls below 15 shall no longer be considered A Chapter or Chapter in Formation.
- Each Chapter or Chapter in Formation shall be represented on the Board of Directors in accordance with Article IV, Section 2.
Article II – Membership
Section 1: Classes of Membership
- Active Members. An active Member shall be an individual, partnership or corporation engaged in carpet, fabric care, restoration cleaning and/or allied trade, that proper application is made thereof, which subscribes to and agrees to abide by the By Laws and Code of Ethics.
- Dual Members. Active members who acquire the name, goodwill and/or assets of another Active member, and who wish to retain membership in the name of the acquired company as well as their own, shall be required to hold two Active memberships.
- Multiple Locations. Any person, whether a present Active Member of an applicant for membership, holding whole or part ownership in carpet, fabric care and restoration cleaning operations in more than one location, whether under one name, or more than one name, must include all of his operations under a single membership. Such Active Members shall be eligible to cast one vote, regardless of the number of locations declared.
- Associate Members. An Associate Member shall be an individual or firm engaged in the manufacture and/or distribution of machinery, supplies, services in the general maintenance and care of rugs, carpets or upholstery; manufacturers and/or distributors of textile floor covering; publishers of cleaning publications: teachers/trainers and other allied persons and companies deemed suitable for Associate membership by the Board of Directors: which subscribes to and agrees to abide by the By Laws and Code of Ethics. An Associate member, who also meets the qualifications of an Active Member, may hold an Active membership.
- Electronic Members (E-Members). An Electronic Member (E- member) shall be located outside the active operating areas of the current chapters and shall meet the Active membership qualifications prescribed by the Board of Directors.
- Honorary Members. Two (2) honorary membership per fiscal year may be bestowed by the Board of Directors with the approval of two-thirds (2/3) of those present and voting at a meeting of the Board of Directors at which a quorum is present.
- Franchisers. A person who in the normal course of business franchises operators for the purpose of offering carpet, fabric care and restoration cleaning and/or related services to the public, may elect to apply for membership. However, his contract franchisees will not be automatically admitted to active membership and will not be extended the privileges of membership under the membership of the franchiser. Franchisees may apply for active membership on an individual basis only.
- Institutional Member. An Institutional Member shall be a firm of one (1) or multi-locations engaged in the maintenance of textile floor coverings and textile upholstery fabrics which subscribes to and agrees to abide by the By Laws and the Code of Ethics.
Section 2: Definition of “In Good Standing”
A member of the organization whose dues are paid shall be in good standing except as provided in Article II, Section 5.
Section 3: Dues and Assessments
Dues and assessments of all members shall be fixed and payable as determined by a majority of the full Board of Directors.
Section 4: Privileges of Membership
- Active Members. All Active members shall have full and equal participating rights in the organization; shall be eligible for office; as outlined in Article V, Section 2, and have the right to vote. Dual members shall have all the rights and privileges of membership except that they may not hold more than one office at any given time.
- Associate Members. Associate members shall have all the rights and privileges of membership except that they shall have no voting rights and may not hold office.
- Electronic Members (E-Members). Electronic members (E-Members) shall have all the rights and privileges of membership except that they shall have no voting rights and may not hold office.
- Honorary Members. Honorary members shall have all the rights and privileges of membership except that they shall have no voting rights and may not hold office.
- Institutional Members. Institutional members shall have all the rights and privileges of membership except that they shall have only one vote and only one member of the institution may hold office at any given time.
Section 5: Expulsion From Membership
Any member who violates the provisions of the By Laws and/or who performs any act or action that is contrary to the best interests or ethical standards of the organization may be expelled.
Charges against a member must be submitted in writing to the Board of Directors. The Board of Directors regarding these charges shall inform the accused in writing of the exact charges 30 days prior to any vote. The accused shall be given time to address the Board of Directors in person to defend him/herself against any charges.
A two-thirds vote of the current elected Board of Directors is required for expulsion from membership. The member shall be advised of the action of the Board of Directors within 15 days.
Section 6: Right of Review for Expulsion
The member if expelled can submit in writing a request for an appeal of the expulsion. The submission must be received within 30 days of the vote of the Board of Directors. Upon receipt of such request, the President of the Board of Directors shall appoint a panel of three members to act as a review board. The review board shall consist of one of the Board of Directors, one member of the Past Presidents Council, and one active member in good standing of the organization. The review board decision is final.
Section 7: Reapplication From Expelled Member
Any member expelled from the organization may not submit an application for membership for at least one-year from the date of expulsion.
Article III – Meetings
Section 1: Annual Convention
An Annual Convention of the organization shall be held at a place and time determined by the Board of Directors.
Section 2: Annual Business Meeting
A business meeting of the organization shall be held in conjunction with the Annual Convention. Written notice of the business meeting agenda shall be sent to each Active member of the organization not less than twenty (20) days prior to the meeting.
Section 3: Special Meetings
- By the President. The President may call special meetings of the organization. Written notice of such a meeting shall be sent to each member of the organization not less than then (10) and not more than twenty (20) days prior to the meeting, and shall state the reasons for the meeting.
- By Other. Special meetings of the organization may be called by a majority of the Board of Directors or by fifteen (15) Active members in good standing of the organization. Upon receipt of the authorized call, the President shall set a meeting within thirty (30) days and give written notice as stated in Article III, Section 3A.
- Agenda. No business except that specified in the written notice of the special meeting may be transacted at that meeting.
Section 4: Chapter Meetings
Chapter meetings shall be held as determined by the Board of Directors.
Section 5: Quorum
A quorum of any meeting of the organization, except meetings of the Board of Directors and the Executive Committee, shall consist of ten (10) percent of the members eligible to vote or, at the Annual Business Meeting, two-thirds (2/3) of those present at the Annual Convention, whichever is greater. If a quorum is not present, a lesser number may adjourn the meeting for a period of not more than four (4) weeks and written notice shall be sent to those members not present at the original meeting.
Article IV – Board of Directors
Section 1: Composition
- The Board of Directors shall consist of the President, President-Elect, or Chairman of the Board (Immediate past President), Secretary-Treasurer, and Chapter Directors as provided for in Article IV, Section 2.
- Chapter directors may be elected from Additional Chapters as the Chapters are formed in accordance with Article IV, Section 2.
Section 2: Election of Directors
- Members of their respective Chapters using the following formula shall elect a director from each Chapter to the Board of Directors:
15 – 35 members (Chapter in Formation) 1 Director
36 – 75 members 2 Directors
76 and more members – 2 Directors + Alternate(s)
A chapter in Formation, or a Chapter with less than 35 members, may have an Alternate * Director. If a Chapter has more than one Director and is not represented by an elected office, the Director serving the second year of his/her term shall be the Chapter’s Senior Director, with the Director(s) newly elected being the Junior Director(s). In the event two Directors are serving the second year of their terms, the Director having garnered the higher number of votes at his/her election shall be the Senior Director. Director representation on the Board of Directors is based on continuous active membership as of June 1 of the preceding year.
*Alternate Director elected by the same criteria as a Director but does not attend Board of Director meetings except in the absence of the Director. This position is for selection and training of future Board of Director candidates.
- Only one director is allowed to serve on the Board of Directors at any given time from a location or company.
- A Director Emeritus may be elected annually by a 2/3 vote of the Board of Directors. Director Emeritus is an honorary position, shall have no voting rights and is a position to be held for life.
Section 3: Term and Tenure of Office
- The President elected for a term of two (2) years. The President-Elect shall serve for one (1) year preceding his/her taking office as President, and the Chairman of the Board (Immediate past President) shall serve a one (1) year term following his/her term as President. The Secretary-Treasurer shall serve for a term of one (1) year, and thereafter until the successors are elected. Their term of office shall begin immediately after their induction at the annual meeting.
- The Chapter Directors shall be elected for two (2) years, with half from each Chapter being elected each year. Their term of office shall begin immediately after their induction at the Annual Meeting and they shall serve until their successors are elected.
Section 4: Quorum
A majority of the elected members of the Board of Directors shall constitute a quorum at a meeting of the Board of Directors.
Section 5: Duties
The Board of Directors shall:
- Have general supervision of the affairs of the organization between its business meetings.
- Exercise the corporate powers of the organization, conduct its business, control it properties, and establish regulations and policies consistent with these By Laws to govern the organization.
- Have full and final authority and control over all budgeted expenditures of funds by the organization.
- Determine the amount of dues and assessments to be paid by the members of the organization.
- Approve the “Professional Managers” contract.
- Annually conduct an audit of the financial books for the CFI at the direction of the Executive Committee.
Section 6: Meetings
The Board of Directors shall meet at least four (4) times a year, with one (1) meeting to be held in conjunction with the Annual Convention. Special meetings may be called by the President or by five (5) members of the Board of Directors. Written notification of all meetings shall be sent to all members of the Board of Directors at least ten (10) days in advance of the meeting.
The presiding officer may conduct all or part of a board meeting by telephone, video conference, or other electronic means. Meetings by these means shall be recorded.
The presiding officer may conduct all or part of a board meeting by telephone, video conference, or other electronic means if three quarters of the Board of Directors approve.
Section 7: Action Without a Meeting
Any action required by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the Minutes of the proceedings of the Board of Directors. Such action or written consent shall have the same force and effect as a unanimous vote of such Directors.
Section 8: Voice
Each member of the Board of Directors shall have one (1) vote.
Section 9: Vacancies
Directors. Vacancies in a directorship shall be filled for the balance of the term by a majority vote of the remaining members of the Board of Directors; with nominations being made by the remaining Directors from the Chapter whose Directorship has been vacated. In the event there are no directors in the chapter, the Executive committee shall nominate a new director.
Section 10: Absences
Any member of the Board of Directors who is absent from two (2) consecutive meetings of the Board shall be deemed as having resigned unless good cause can be shown, and this resignation shall be accepted by the Board of Directors. Any vacancy thus created shall be filled in accordance with Article IV, Section 9.
Section 11: Remuneration
No member of the Board of Directors shall receive any compensation for his/her participation at meetings of the Board.
Article V – Elected Officers
Section 1: Officers
The Officers of this organization shall be a President, President-Elect or Chairman of the Board (Immediate Past President), and Secretary-Treasurer.
Section 2: Eligibility
All Active members in good standing, who have been elected Board of Director members for one (1) year, shall be eligible to hold office.
Section 3: Tenure of Office
All officers shall serve until their successors are elected.
Section 4: Duties
- President. The President shall be the chief executive officer of the organization and shall, subject to the approval of the Board of Directors, have general supervision, direction and control of the business of the organization. He/She shall preside over all business meetings of the membership and of the Board of Directors. He/She shall be an ex-officio member, with a vote, of all committees. He/She shall have such other powers and duties as may be prescribed by the Board of Directors.
- President-Elect or Chairman of the Board. The President-Elect or Chairman of the Board (Immediate Past President), in the absence or disability of the President, shall perform the duties and exercise the powers of the President.
- Secretary-Treasurer. The Secretary-Treasurer shall be responsible for keeping a record of the proceedings of the organization and of the Board of Directors. He/She shall have charge of all property of the organization not otherwise assigned. He/She shall send to all members, notices of meetings. He/She shall keep a membership roster, keep the Minutes, supervise correspondence and affix the seal of the organization to all documents and instruments, He/She shall supervise all funds of the organization with the supervision of the Board of Directors. He/She shall be authorized to sign on all bank accounts, together with the President and/or the Professional Manager, and they shall be covered by a fidelity bond in the amount of Ten Thousand Dollars ($10,000.00) or the legal minimum per State of California law. Upon completion of his/her term of office, and within thirty (30) days after installation of his/her successor he/she shall place in the hands of the new Secretary/Treasurer all the property and funds of the organization in his/her possession along with a log of the real property. With the approval of the Board of Directors, he/she may delegate some of his/her duties to the “Professional Manager”.
Section 5: Removal From Office
The Board of Directors may remove any Officer from office for cause. A two thirds (2/3) majority vote of the Board shall be necessary for any such action.
Section 6: Officers
Vacancies in Officerships shall be filled for the balance of the term by a majority vote of the remaining members of the Board of Directors.
Article VI – Executive Committee
Section 1: Composition
The Executive Committee shall consist of the President, President-Elect or Chairman of the Board (Immediate Past President), and the Secretary-Treasurer.
Section 2: Duties
The Executive Committee shall have the power and is authorized to act on behalf of the organization on such matters as may be delegated to it. Minutes of the Executive committee meetings will be presented to the next convened Board of Directors meeting. It shall be the specific duty of the Executive Committee to:
- Budget all expenses of this organization and submit a budget to the Board of Directors for approval.
- Negotiate the “Professional Managers” contract.
- Review the “Professional Managers” Performance as specified in the current contract.
- Make recommendations on matters referred to it as well as on matters it initiates.
Section 3: Quorum
A majority of the members of the Executive Committee as fixed by these by laws shall constitute a quorum at any meetings of the Executive Committee.
Article VII – Past Presidents’ Council
Section 1: Membership
Membership in the Past Presidents’ Council shall be open to Presidents following their retirement from that office. Membership on the Council shall be at the option of each eligible person.
Section 2: Chairman
The Chairman of the Board shall serve as the Chairman of the Council. The Council shall serve in an advisory capacity to the Board of Directors, and shall be entitled to attend regular and special meetings of the Board of Directors with a vote. Members of the Council who continue in the office of a Director may serve in such dual capacity, with only one vote- representing their current position. The Council shall have a primary responsibility for recommending activities, programs, and projects for the benefit of the membership.
Section 3: Meetings
Meetings of the Council shall be at the call of the Chairman.
Article VIII – Appointive/Contract Offices
Section 1: Professional Manager
A Professional manager may be contracted by the Board of Directors to provide, staff, and manage an office for the organization. The office will provide the necessary services to facilitate the orderly transaction of business between the membership, consumers and the Board.
Section 2: Other
- The Board of Directors may make such other appointments as the business of the organization requires, and fix the tenure of office and remuneration of same.
- Any member, director, officer or agent of the CFI shall not, when representing the CFI, promote his or her company or product or other company’s products or services.
Article IX – Nominations and Elections
Section 1: Nominating Committee
At least one hundred twenty (120) days prior to the Annual Business Meeting, the Board of Directors shall elect a Nominating Committee. All members of the Nominating Committee shall be members in good standing. Within thirty (30) days of its election, the committee shall select candidates for the offices of President-Elect (if applicable), Secretary-Treasurer and Directors from each of the Chapters as provided in Article IV, Section 2. All candidates must consent in writing to run.
Section 2: Notice
Within ten (10) days of the selection by the Nominating Committee, and no later than sixty (60) days prior to the Annual Business Meeting, notice of the official slate of candidates shall be sent to all active members of the organization.
Section 3: Nomination by Petition
Petitions nominating other candidates must be signed by at least five (5) members in good standing and received in the office of the organization within fifteen (15) days of the publication of the official slate of candidates.
Section 4: Elections
At least forty-five (45) days prior to the Annual Business Meeting, a ballot containing the names of all candidates shall be sent to all members in good standing, together with instructions for completion of a secret ballot. The ballot shall indicate which candidates are incumbents.
Section 5: Counting of Ballots
Ballots shall be counted by the nominating committee prior to the Annual Business Meeting. All ballots will be held in the CFI office for one (1) year following each election.
Section 6: Installation
Newly elected Officers and Directors shall be installed and take office during the Annual Convention.
Article X – Dues and Assessments
Section 1: Dues and Assessments
Members of this organization shall pay such dues and assessments as are fixed by the Board of Directors.
Section 2: Payment of Dues and Assessments
- Dues and assessments shall be paid by members of this organization in accordance with the policies determined by the Board of Directors.
- Dues are fully earned when received.
- Members may be dropped for nonpayment of dues in accordance with the policies determined by the Board of Directors.
Section 3: Reinstatement
A former member of this organization must reapply for membership paying such dues/assessments as are fixed by the Board of Directors.
Article XI – Fiscal Year
Section 1: Fiscal Year
The fiscal year of this organization shall commence on October 1.
Article XII – Rules of Order
Section 1: Rules
The rules contained in Roberts Rules of Order shall govern the deliberations of this organization in all cases in which they are applicable and not in conflict with the provisions of these By Laws, provided that nothing therein shall be deemed to add to or to supply and substantive regulations to the By Laws.
Article XIII – Amendment to Restated By Laws
Section 1: By Members
These restated By Laws may be amended or repealed by the Annual Business Meeting, by a two thirds (2/3) vote of members voting at such a meeting at which a quorum is present.
Article XIV – Dissolution
Section 1: Dissolution
No member of this corporation shall have any vested or other interest in any of the property and assets of this corporation. No part of the property and assets of this corporation shall inure to the benefit of its members or any private person upon any liquidation, dissolution or abandonment of this corporation, and in the event of such liquidation, dissolution or abandonment, all property and assets of this corporation shall be transferred and distributed as determined by the Board of Directors.
Article XV – Group Compensation Policies
Section 1: Distribution of Funds to Members
Any distribution of funds to any members, derived from a dividend shall not be reduced or forfeited except by reason set forth in these By Laws. No such reduction of forfeiture shall be made effective unless the reasons for such reduction or forfeiture have been made known by written communication to the member prior to inception of his insurance coverage during the policy period for which such dividend adjustment is made.