14048 W. Petronella Drive, Suite 104
Libertyville, Illinois 60048
BY-LAWS OF THE
LIGHTNING PROTECTION INSTITUTE – INSPECTION PROGRAM, INC.
ARTICLE I – Name
Section 1: Name:
The name of this
corporation, organized under the laws of the State of Illinois, shall be
the Lightning Protection Institute-Inspection Program, Inc. (“LPI-IP”)
and operating as a subsidiary of the Lightning Protection
Section 2: Purpose:
LPI-IP is organized exclusively
as a tax-exempt public safety testing organization for such purposes
authorized under section 501(c)(3) of the IRS
code, or the corresponding section of any future federal tax code.
LPI-IP is an independent inspection agency that is
capable of performing on-site lightning protection inspections and will
issue LPI -IP Certificates on jobs that comply with LPI-175, UL96A,
and/or NFPA780 safety standards.
The purpose of this corporation is to:
Assure greater public
safety by extending the use of proper lightning protection systems and
promoting the practice of personal safety measures;
Test and certify competence
in lightning protection systems design, installation and inspection;
Promote the use and enforce
the highest standards of quality and safety in the design and
installation of lightning protection systems.
Section 3: Use of Assets
All of the corporation’s assets and earnings shall be used exclusively for
the purposes set forth in its Certificate of Incorporation and these
By-Laws, including the payment of expenses incidental thereto, and no
part of the net earnings of the corporation shall inure to the benefit
of any member, director, officer of the corporation, or any private
individual (except that reasonable compensation maybe paid for services
rendered to or for the corporation affecting one of its purposes), nor
shall any of these be entitled to share in the distribution of any of
the corporate assets on dissolution of the corporation.
ARTICLE II – Membership
Membership shall consist only of the members
of the board of directors.
– Board of Directors
The management and affairs of the corporation
shall be vested in a board of directors. The Board receives no
compensation other than reasonable expenses.
The Board is responsible for overall policy and direction of the
corporation, and delegates responsibility for day-to-day operations to
the Program Manager and committees. The Board shall have up to seven and
no fewer than five members, which shall consist of a
lightning equipment manufacturer, three lightning protection system
contractors, and the Executive Director of LPI. The LPI-IP Board of
Directors shall make policy, select its officers who shall manage the
business and affairs of the corporation, provide oversight of the
corporation’s activities, and function as the governing body of LPI-IP.
There shall be an annual
meeting at such time and place as established by the Board of Directors,
for election of members of the Board of Directors, for receiving the
annual reports and for the transaction of other business. Special
meetings of the corporation may be called by the Chairman of the Board
of Directors or upon the written request of 51% of the board members.
Section 4: Election:
Directors will be nominated by the Executive Director of LPI, and elected
by a majority vote of the current directors of LPI.
Except for the initial term of office, all Board members shall serve
three-year terms, but are eligible for re-election for an unlimited
number of subsequent terms. Initial terms of Board membership shall be
assigned a duration of one, two, or three years.
Section 6: Voting: A quorum must be attended by at least 51 percent of the board members
before business can be transacted or motions made or passed. Passage of
a motion requires a simple majority of members present.
Members may attend meetings by telephone and may vote by electronic mail
or facsimile transmission.
Notice: An official Board meeting requires that each Board member have written
notice three days in advance of the meeting. Notice by telephonic or
electronic means may be substituted for written notice. Agendas shall be
provided together with the written notice.
Officers and Duties: There shall be four officers of the Board consisting of a Chair,
Vice-Chair, Secretary and Treasurer. The Board shall elect a Chair and
Vice-Chair from its members and shall designate a Secretary and
Treasurer, who need not be a director. Their duties are:
The Chair shall convene
regularly-scheduled Board meetings, shall preside or arrange for other
members of the executive committee to preside at each meeting in the
following order: Vice-Chair, Secretary, and Treasurer.
The Vice-Chair will chair
committees on special subjects as designated by the Board.
The Secretary shall be
responsible for keeping records of Board actions, including over-seeing
the taking of minutes at all Board meetings, sending out meeting
announcements, distributing copies of minutes and the agenda to each
Board member, and assuring that corporate records are maintained.
The Treasurer shall make a
report at each Board meeting. The Treasurer shall chair the finance
committee, assist in the preparation of the budget, help develop
fundraising plans, and make financial information available to Board
members and the public.
The Board may appoint standing
and ad hoc committees as needed.
Section10. Executive Committee:
The Board of Directors by resolution adopted by a majority of the
directors in office shall designate and appoint an Executive Committee
consisting of the officers of the corporation and any other directors so
Between meetings of the Board of Directors, the management of the
corporation shall be vested in its Executive Committee which shall not
have the authority of the Board of Directors in references to (1)
amending, altering, or repealing the By-Laws; (2) electing, appointing
or removing any member of any such committee or any director or officer
of the Institute; (3) amending the Articles of Incorporation; (4)
adopting a plan of merger or adopting a plan of consolidation with
another entity; (5) authorizing the sale, lease, exchange or mortgage of
all or substantially all of the property assets of the Institute; (6)
authorizing the voluntary dissolution of the Institute or revoking
proceedings therefore; (7) adopting a plan for the distribution of the
assets of the Institute; or (8) amending, altering or repealing any
resolution of the Board of Directors which, by its terms, provides that
it shall not be amended, altered or repealed by such committee. The
designation and appointment of the Executive Committee and the
delegation thereto of authority shall not operate to relieve the Board
of Directors, or any individual Director, of any responsibility imposed
upon it or him by law.
Section 11: Removal and
Resignation: The Executive Director of LPI shall have the power to
select and remove the members of the subsidiary’s board of directors at
his or her sole discretion.
Any Director may resign at any time by giving written
notice to the Executive Director, the Secretary, or to the Board of
Directors. Such resignation shall take effect at the time specified
therein, or, if no time is specified, at the time of receipt thereof by
the Executive Director, Secretary or Board of Directors.
Review of Books and Records: The LPI Board of Directors shall be
entitled to examine the financial reports and business plan of the
corporation, and to otherwise hold the subsidiary corporation and its
management accountable for the performance expectations of LPI.
Section 13: Conflict of
Interest: Any member of the Board who has a financial, personal, or
official interest in, or conflict (or appearance of a conflict) with any
matter pending before the Board, of such nature that it prevents or may
prevent that member from acting on the matter in an impartial manner,
will offer to the Board to voluntarily excuse him/herself and will
vacate his/her seat and refrain from discussion and voting on the item.
ARTICLE IV– Program Manager
The LPI Inspection Program will be overseen by a program manager
who holds LPI Master Installer Certification and all drawings will be
checked for compliance by a licensed engineer.
ARTICLE V – Fiscal Year
Section 1: The fiscal
year shall commence on the 1st day of January and shall end on the 31st
day of December.
ARTICLE VI –
The members of the Board of Directors and officers and employees
of the corporation and of LPI shall use ordinary care and reasonable
diligence in the exercise of their powers and in the performance of
their duties for the corporation and shall not be liable for any mistake
of judgment or other action, taken or omitted by them in good faith; nor
for any action taken or omitted by any agent, employee or independent
contractor selected in good faith by them or any of them; nor for loss
incurred through investment of agency funds or failure to invest. No
such director, officer or employee shall be liable for any action taken
or omitted by any other officer, director or employee. The corporation
shall indemnify and reimburse each such director, officer and employee
for expenses actually and necessarily incurred by them in connection
with the defense of any action, suit, or proceeding, in which they or
any of them are made parties, or a party, by reason of having been
directors or officers of the corporation, except in relation to matters
as to which such director or officer or former director or officer shall
be adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of duty and to such matters
as shall be settled by agreement predicated on the existence of such
liability for negligence or misconduct.
ARTICLE XVII –
Section 1: These by-laws may be amended by a two-third vote of Board members present at
any meeting, provided a quorum is present and provided a copy of the
proposed amendment(s) are provided to each Board member at least one
week prior to such meeting or by approval of the members through
telephonic or electronic communication in accordance with the provisions
Board of Directors
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