By-Laws

BY-LAWS OF THE
LIGHTNING PROTECTION INSTITUTE – INSPECTION PROGRAM, INC.

ARTICLE I – Name and Purpose

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 Institute (“LPI”).

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 and Earnings: 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

Section 1: Membership shall consist only of the members of the board of directors.

ARTICLE III – Board of Directors

Section 1: The management and affairs of the corporation shall be vested in a board of directors. The Board receives no compensation other than reasonable expenses.

Section 2:  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. 

Section 3:  Meetings: 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.  

Section 5:  Terms: 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.

Section 7:  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.

Section 8:  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.

            Section 9:  Committees: 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 appointed. 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.

            Section 12:  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

            Section 1:  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 – Indemnification

            Section 1:  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 – Amendments

            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 herein.