UPPER MIDWEST REGIONAL ASSOCIATION REFRIGERATION SERVICE ENGINEERS SOCIETY BYLAWS

ARTICLE I
NAME

SECTION 1. The name of this organization shall be the "Upper Midwest Regional Association" of the "Refrigeration Service Engineers Society" (RSES).

ARTICLE II
OBJECTS OF THE ASSOCIATION

SECTION 1. The objects of this Association shall be to further education and elevation of its members in the art and science of Heating, Ventilation, Air Conditioning and Refrigeration (HVACR) Service Engineering.

SECTION 2. The principal means toward this end shall be the holding of meetings for reading and discussion of appropriate papers and lectures, preparation and distribution among the membership of useful and practical information concerning the design, construction, operation and servicing of HVAC equipment and for social activities and public service.

SECTION 3. Each member subscribes to the belief of identity of interests of the employer and employee and this association shall at no time be used for the furtherance of strikes or anything that will hinder perfect harmony between them.

SECTION 4. This association shall be non-sectarian and free from any political affiliations.

SECTION 5. Its business shall be devoted to the business of the regional association and at all time preference shall be given to topics relating to the welfare, education and instruction of its members.

ARTICLE III
MOTTO

SECTION 1. The motto of this Association shall be, "Better Service Through Knowledge".

SECTION 2. Vision Statement. To be the definitive industry leader in all segments of the HVACR industry by providing superior educational training.

SECTION 3. Mission Statement. To develop an environment that encourages participation in the development and decision making processes. This environment shall also create a sense of ownership within each member of this Society.

ARTICLE IV
JURISDICTION

SECTION 1. The boundaries of the Upper Midwest Regional Association shall be the boundaries of Region 11 and Region 16 as defined by RSES International.

ARTICLE V
OFFICERS

SECTION 1. There shall be a board of directors consisting of two directors from each member chapter, elected or appointed by their respective chapter each year, who shall hold office for one (1) year or until their successors are named and qualified.

SECTION 2. The Board of Directors shall elect, at the annual meeting of the association, from its membership, the following officers: a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and a Sgt-At-Arms, who shall hold office for one (1) year or until their successors are elected and qualified.

SECTION 3. Should any officer absent himself from three (3) consecutive meetings without acceptable excuse, or fail to perform duties of his office, the office shall be declared vacant by the Board of Directors.

SECTION 4. Should a vacancy occur for any reason among the officers, it shall be filled by action of the Board of Directors within 30 days. Such appointment shall be to fill the unexpired term.

SECTION 5. The duties of the officers shall be those usually pertaining to such offices as set forth in the officers manual of the Refrigeration Service Engineers Society.

ARTICLE VI
FISCAL YEAR

SECTION 1. The fiscal year of this Association shall be from July First to June Thirtieth of each year.

SECTION 2. The annual reports or statements of the Secretary and Treasurer shall cover the fiscal year. Other reports or statements of the Association shall be issued as called for by the Board of Directors.

SECTION 3. The Secretary and Treasurer shall, at such time as monies are handled in connection with Association business, each be required to give surety bond for an amount as may be determined by the Board of Directors. The cost of such bond shall be furnished by the Regional Association.

SECTION 4. All checks or other disbursements of Association funds shall be signed by the Treasurer and one other officer.

ARTICLE VII
MEMBERSHIP

SECTION 1. All chapters within the Regions 11 and 16 shall be eligible for membership in this Association.

SECTION 2. Each member chapter shall be entitled to two representative directors on the Board of Directors.

SECTION 3. To become a member of this Association, a Chapter shall submit to the Association Secretary, a letter of commitment to membership. Each year the member chapter shall submit to the Association Secretary the name of the elected chapter representatives to the Association Board of Directors.

ARTICLE VIII
DUES

SECTION 1. Participating Chapters of the Association shall bear cost of Association activities on a per capita basis.

SECTION 2. The Association Board of Directors shall adjust the chapter per capita member dues as necessary to support the activities of the Association.

ARTICLE IX
MEETINGS

SECTION 1. The annual meeting of the Upper Midwest Regional Association shall be held at such time and place as may be designated by the Board of Directors, usually in conjunction with and at the same location as the annual Regional Conference. The Secretary shall send out notice of the annual meeting to member chapters at least sixty (60) days prior to annual meeting date

SECTION 2. A special meeting of the Association or the Board of Directors may be called at any time, on notice of thirty (30) days, at the request of the President or a majority of the Board of Directors. All notices of said special meetings shall state the time and place and business of said meeting.

ARTICLE X
VOTING

SECTION 1. At the annual and special meetings of the Board of Directors of the Association, each Chapter shall be allowed one (1) vote for each of its two (2) Board members. No Board member shall be permitted to vote by proxy unless he shall give prior notice accompanied with an affidavit showing his inability to attend, which notice shall be filed with the regional Secretary on or before the day of any general or special meeting of the Association or the Board of Directors.

SECTION 2. At any annual or special meeting of the Association each chapter member present shall be allowed one (1) vote.

SECTION 3. Individual members or member chapters may present motions at the annual meeting of the Association. Such motions shall be voted on as provided in Section 2.

SECTION 4. Any motion approved by the assembly, at an annual or special business meeting of the Association, requiring disbursement of Association funds shall automatically be referred to the Board of Directors for review and approval.

ARTICLE XI
OBLIGATIONS

SECTION 1. All officers, Directors and members serving this Association shall be reimbursed only for expenses as authorized by the Board of Directors.

SECTION 2. No indebtedness shall be incurred on behalf of the Association by any Officer, Director or member without the express written consent of the Board of Directors.

ARTICLE XII
COMMITTEES

SECTION 1. There shall be such committees as provided by the Board of Directors. They shall function under direct control of, and their duties specified by, the Board of Directors.

SECTION 2. The association President shall appoint the chairman of each committee.

SECTION 3. The chairman of each committee shall select their own committee members, with approval of the Association President.

ARTICLE XIII
SPONSORSHIPS

SECTION 1. The Upper Midwest Regional Association of the Refrigeration Service Engineers Society, as an organization, shall not sponsor, endorse or recommend any firm, organization, product or service.

ARTICLE XIV
DISSOLUTION

SECTION 1. Should this Association find it necessary to discontinue and surrender its charter for any cause and has accumulated certain amounts of money and other property or material, from dues and other means intended for benefit of the members it shall be required, under provisions of the charter granted to such Association by the International Society, to surrender such monies and properties to the International Society.

SECTION 2. The Organization shall use its funds only to accomplish the objectives and purposes specified in these bylaws and no part of said funds shall inure, or be distributed to members of the Association. On dissolution of the Association any funds remaining shall be deposited with the International Society as provided in Section 1.

ARTICLE XV
PARLIAMENTARY RULES

SECTION 1. Robert's Rules of Order as revised from time to time shall decide all questions in debates or proceedings of this Association, provided they do not conflict with the Association bylaws.

ARTICLE XVI
AMENDMENTS

SECTION 1. These Bylaws may be altered, amended or new bylaws adopted, if such changes are in conformity with the International bylaws, by a two-thirds vote of the voting chapters directors present at any annual Board of Directors meeting and subsequently approved by a two thirds vote of the chapter members present at an annual business meeting, provided due notice of the proposed change shall have been inserted in the notification calling such meeting at least thirty (30) days in advance.

These by-laws were approved by the Board of Directors and general membership present at the regular annual meeting of the Upper Midwest Regional Association held in Bismarck, North Dakota, on March 22, 23, 24, 2007.