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Home Builders Are Community Builders

2012

Leadership Orientation

Manual

TABLE OF CONTENTS

/-INTRODUCTION PAGE Code of Ethics 2 History and Overview of Association 3 Meeting Dates 7 Resources/Services-NAHB/FHBA 8

/1-LEADERSHIP TEAM Senior Officers/Job Description 10 Executive Committee/Job Description 17 Board of Directors/Job Description 19 Finance CommitteelJob Description 23 State and National Directors/Job Description 25 Chief Executive Officer 32

11/-THE ROLE OF BOARD MEMBER Board of Directors Standards of Conduct 35 Association Organizational Structure 37 Flow of Authority 38 Your Board Member Hat 39 Anti-Harassment Policy 41 Your Policy-Maker Hat 45 The Ten Commandments for Board of Directors 46

IV-ASSOCIATION GOALS AND OBJECTIVES Mission Statement 48 Goals 49 2012/2013 Strategic Business Plan 50

V-ASSOCIA TlON FINANCES Budgeting Process 52

VI-ORGANIZA TlON AND STRUCTURE Staff Organization Chart 54

VI/-ASSOCIATION BYLAWS Booklet Bylaws

INTRODUCTION

SECTION I

CODE OF ETHICS HOME BUILDERS ASSOCIATION OF METRO ORLANDO

"As a member of the Home Builders Association of Metro Orlando, I believe and affirm that the American Dream of home ownership should be available to everyone seeking a home regardless of race, creed, sex or nationality, and that homes should be

well-designed and constructed, and built under the free-enterprise system.

I will support and work with my local, state and national organizations in their efforts to maintain a balance between the industry and govemment so that home ownership stays a reality for our citizens.

I will not attempt to injure, with malicious intent, either directly or indirectly, the professional reputation, prospects, practice, or employment of another Member of the Association; nor will I indiscriminately criticize another Member's work in public. VI. Should I have objective knowledge that another Member of this Association is engaging in

misconduct or illegal conduct, or that another Member has violated the letter or spirit of this Code of Ethics, I will present such information as is necessary to the Ethics Committee for its consideration and action.

affirm, assume and pledge to these responsibilities freely and solemnly, feel morally and financially responsible for these obligations so assumed, and am mindful that they are a part of my obligations as a Member of the Home Builders Association of Metro Orlando, the Florida Home Builders Association and the National Association of Home Builders."

I promise to support the following principles and policies: I. My paramount responsibility is to deal honestly and with integrity with my

customers and my fellow members of the Home Builders Association. I will endeavor to make all agreements with customers and other members clear and in writing, and to abide by and fulfill financial and other obligations and commitments regarding business activities both verbal and written.

II. I will represent true professionalism within the home building industry by providing my products or services with high standards so that homes meet high standards in health, safety and value to the homeowner.

III. I support and encourage research to develop new materials and building methods that will keep the dream of home ownership within the reach of all those who strive for it.

NAHB 1-800-368-5242 FHBA 1-800-261-9447

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Industry • Economic Trends • Government Representation • Mortgage Finance Representation

• Housing Policy • Before the FL

ASSOCIATION HISTORY

The Home Builders Association of Mid-Florida was chartered by the National Association of Home Builders in 1953 and its assigned territory included Orange, Osceola, Seminole and Brevard Counties. The Sumter County territory was ceded to Lake County HBA in 1975.

The Association was incorporated in the state of Florida as a non-profit corporation.

One of the oldest trade associations in the Orlando area, the Home Builders Association of Metro Orlando has a proud history of involvement in the community.

On January 1,2003 (the 50th

Anniversary year) the name of the association was changed to The Home Builders Association of Metro Orlando.

AFFILIATED ORGANIZATIONS

The HBA of Metro Orlando provides the administrative support for three affiliated organizations under the HBA ofMetro Orlando umbrella:

HBA Services, Inc. Mid-Florida Home Builders Foundation Mid-Florida Political Action Committee

HBA SERVICES, INC.

A wholly owned subsidiary of the HBA, HBA Services is a "for profit" corporation chartered in Florida to promote and manage profit-making ventures of the association. HBA's Board of Directors also sits as the Board of HBA Services, Inc. Activities that fall under HBA Services include the HBA Weekly Update advertising revenue and provision of equipment and services to the HBA.

MID-FLORIDA HOME BUILDERS FOUNDATION

Chartered in 1985, the Mid-Florida Home Builders Foundation was established to provide a vehicle for community charitable involvement by members ofthe Home Builders Association of Metro Orlando. It has a separate and distinct Board of Trustees and is a 501 (c) (3) tax exempt organization, thus allowing it to receive charitable donations. The Foundation's focus is on giving to children's and education charities.

Activities include scholarship endowments at the University of Central Florida and Valencia Community College in addition to financial support ofa number of Central Florida Children's Charities.

MID-FLORIDA POLITICAL ACTION COMMITTEE

Mid-PAC is the political action arm of the home building industry in the greater Orlando area. Mid-PAC is forbidden by law from contributing to Federal candidates and/or federal issues. Mid-PAC is a Committee of Continuous Existence chartered by the State of Florida as a recognized political organization. Mid-PAC is funded through a voluntary contribution of$10 from each member's dues.

In election years, the Mid-PAC Board ofTrustees meets and screens candidates at the local and state levels and makes campaign contributions and recommendations to the membership for voter support. Mid-PAC is a non-partisan organization.

HBA COUNCILS/CHAPTER

The HBA of Metro Orlando has established a number of Councils and one Chapter to meet targeted member needs. These Councils/Chapter have established guidelines for their structure a..'ld operation that must be approved by the Board ofDirectors ofthe Association. Currently, the Association has the following Councils/Chapter:

Commercial Builders Council Sales and Marketing Council DesignJRemodelers Council Developers Council Production Builders Council (meets as needed) Osceola Chapter

SALES AND MARKETING COUNCIL

The Sales and Marketing Council of the Home Builders Association of Metro Orlando (SMC) was organized to develop a forum for the interchange of ideas intended to maintain a high level of professionalism within the industry and for its marketing efforts; to develop continuing education programs and seminars designed to improve and educate sales and marketing personnel in the home building industry; and to provide recognition for outstanding achievements by members in all phases of residential marketing, while at the same time developing a camaraderie among the individuals of the profession.

Membership in the HBA of Metro Orlando is a pre-requisite to joining the SMC. It has a separate dues structure, presently $35-$75 per year, per individual. Members can choose to be a member of the National Sales and Marketing Council for membership at the National level or to be a member ofthe Florida Sales and Marketing Council for membership at the state level.

The SMC Chairman is elected each year by the SMC Members and ratified by the Incoming President of the HBA of Metro Orlando.

DESIGNIREMODELERS COUNCIL

The DesignlRemodelers Council (DRMC) was formed to provide HBA members an opportunity to meet and exchange ideas about remodeling and design trends and issues, as well as network with fellow DRMC members. Membership in the HBA ofMetro Orlando is a prerequisite to joining. Builder and Associate members of the DesignlRemodelers Council pay the following dues $50 or $65 or $75 per year, per company, to join on a local level (local level dues are currently suspended); local and national level; or local, national and state level; respectively. The DesigniRemodelers Council Chairman, 1 st Vice Chair and 2

nd Vice-Chair

are elected by the DRMC members annually in October and ratified by the incoming President of the HBA of Metro Orlando.

DEVELOPERS COUNCIL

The Developers Council was organized to provide a forum for HBA members involved in the development ofland to exchange ideas and to discuss topics ofcommon interest and concern to the development industry. Membership in the HBA ofMetro Orlando is a prerequisite to joining. Members of the Developers Council pay separate dues of$55 per year, per company. Dues include a subscription to NAHB's Land Development magazine. The Developers Council Chairman is identified through the Program Subcommittee structure and ratified by the incoming President of the HBA of Metro Orlando.

PRODUCTION BUILDERS COUNCIL

The Production Builders Council is made up of the Presidents ofthe large volume builders. They meet on an as needed basis. The Builder Variable Fee has been suspended by the Board of Directors since 2008 and fees are currently collected on a voluntary basis. The Chairperson is ratified by the incoming President of the HBA of Metro Orlando.

COMMERCIAL BUILDERS COUNCIL The mission of the Commercial Builders Council of Metro Orlando is to be proactive in local and state legislation and building issues. It seeks to promote education and information to the members ofthe HBA of Metro Orlando who currently or in the future engage in commercial construction. Their vision is to help promote increased membership in the Association. It is the voice for the small to medium commercial builder. The CBC gives HBA members who are involved in or are considering commercial construction the tools necessary to succeed. The CBC builds bridges to currently established councils and committees ofthe HBA to help promote and educate members on safety and green building for commercial contractors. Dues range from $3590 per year, per individual depending on the member's level of involvement in the State and National Commercial Builders Council.

OSCEOLA CHAPTER Members ofthe Osceola Chapter monitor and take action on governmental issues relating to building and development in Osceola County, with secondary focus on major cities within the county. Task forces are formed on an issue-by-issue basis. Regular monthly meetings are held at the Kissimmee Chamber of Commerce.

Meeting Dates for 2012

Board of Directors Meetings 4:00pm Social 4:30pm Business

Tuesday, November 15, 2011 Tuesday, December 13, 2011-Conference Call Tuesday, January 17, 2012 Tuesday, February 21, 2012 Tuesday, March 20, 2012 Tuesday, April 17,2012 Tuesday, May 15, 2012 Tuesday,

June 19, 2012 Tuesday, July 17, 2012 August Planning Session TBD Tuesday, September 18 2012 Tuesday, October 16, 2012

* All dates subject to change with proper notice.

Finance Committee Meetings Second Tuesday of every Month 8:00am

November 8, 2011 December 13, 2011 January 10, 2012 February 14, 2012 March 13, 2012 April 10, 2012 May 8,2012 June 12, 2012 July 10, 2012 August 14, 2012 September 11, 2012 October 19, 2012

Executive Committee Meetings Second Tuesday of every Month 9:30am

November 8,2011 December 13, 2011 January 10, 2012 February 14, 2012 March 13, 2012 April 10, 2012 May 8,2012 June 12, 2012 July 10, 2012 August 14, 2012 September 11, 2012 October 19, 2012

*AII dates subject to change with proper notice.

Resources / Services

National Association of Home Builders Florida Home Builders Association





NAHB 1-800-368-5242 FHBA 1-800-261-9447

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• Housing Policy • Before the FL • Governrnent Legislature and State

Representation Agencies • Public Affairs/Media Relations ...• ..... >« ..........••... I. ..' '. . I

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Member Services " • Convention/Meetings • Educational Programs • Business

Management • Environmental Regulation • Technology and

Codes • Litigation and Legal

Services • Land Development • Regulatory and Technical Services

• Bookstore and Library Services • Councils

• Convention/SEBC • Educational Programs • Technology and

Codes • Litigation Services • Regulatory and Technical

Services • Councils

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Association • Management Services • Executive Officers Support • Leadership Services •

Membership Marketing • Training

Services • Executive Officers

Council • State/Local


Governmental Affairs • Councils:

Remodelers • Sales & Marketing

LEADERSHIP TEAM

SECTION II

HOME BUILDERS ASSOCIATION OF METRO ORLANDO 2012 SENIOR OFFICERS

PRESIDENT Aldo Martin Infiniti Housing 976 Lake Baldwin Lane, Ste. 201 Orlando, FL 32819 Phone:

407-900-4658 1 Fax: 407-467-2949 [email protected]



II. I will represent true professionalism within the home building industry by providing my products or services with high standards so that homes meet hi h t d d i h lth f t d l t th h

TREASURER Nathan Cross NWC Construction PO Box 547792 Orlando, FL

32854 Phone: 407-832-08271 Fax: 407-393-5566

[email protected]

SECRETARY Scott Stearns Bowyer Singleton &Associates 520 S. Magnolia

Ave. Orlando, FL 32801 Phone: 407-843-5120 1 Fax: 407-649-8664

[email protected]

Job Description President

The president shall be the chief elected officer of the Association and serve as chair of both the Board of Directors and Executive Committee. S/he shall serve as member, ex officio, with right to vote. S/he shall make all required appointments of Committee. Chairpersons (except for the Nominating Committee).

The President shall exercise personal leadership in the motivation of other officers, board members, committee chairs, committee members, and membership and influence the establishment of goals and objectives for the organization during the term of office. S/he shall act as spokesperson and inspirational leader, and shall work in partnership with the Chief Executive Officer.

Duties, Responsibilities and Authority

1 Presides at and attends all meetings of the members, Board of Directors and Executive Committee. Coordinates agenda material with the Chief Executive Officer.

2 In concert with the Chief Executive Officer, sees that the Board of Directors, Executive Committee and Officers are kept fully informed on the conditions and operations of the Association.

3 Works with the Chief Executive Officer in seeing that basic policies and programs designed to further the goals and objectives of the Association are planned, formulated, presented to the Board of Directors and executed following Board approval.

4 Appoints the chairs and members of Presidential Committees and task forces, outlines the purpose and duties of these committees and task forces, and monitors progress.

5 Supports and defends policies and programs adopted by the memberShip, Board of Directors and Executive Committee.

6 Promotes interest and active partiCipation in the Association on the part of the membership and reports activities of the Board and Association to members by means of letters, publications, and speeches.

7 Acts as spokesman for the Association to the press, the public, legislative bodies, and related organizations.

8 Presents an annual report at the annual meeting of the "State of the Association."

9 Exercises general supervision over the work and activities of the Association Board, Executive Committee and other Association Committees.

Job Description President Page 2

10. In cooperation with the Chief Executive Officer, sees that all orders and resolutions of the Board of Directors are carried out.

11. Assumes key role in the orientation of the President Elect to the duties of the President.

12. With the Senior Officers, on behalf of the Executive Committee, evaluates performance of Chief Executive Officer, sets specific management goals and objectives. Relationships

a. Responsible to the Board of Directors and to the membership for seeing that the programs and policies of the Association reflect the needs and aspirations of the membership.

b. Consults with and advises the Chief Executive Officer on all matters pertaining to Association policies, programs and finances.

Job Description Vice-President

The Vice President is the second highest ranking elected officer of the Association and is a key member of the President's team. As such, he/she serves as a member of the Executive Committee and assists the President in the performance of his/her duties.

Duties, Responsibilities, and Authority

1 In the absence or incapacity of the President. performs the duties and exercises the powers of the President.

2 Works closely with the current President and Chief Executive Officer to learn the duties of the Presidency to prepare to assume that office.

3 Serves as member of the Board of Directors, Executive Committee and as an ex officio member of the other committees as assigned.

4 Represents the Association with other associations, industry groups, or other organizations as requested by the President.

5 Performs such other duties and assumes such responsibilities as may be assigned by the President or Board of Directors.

6 Actively supports and participates in the programs and activities of the association. Works to increase member/leader involvement.

7 Serves as Co-Chair of the Parade of Homes, effective 2004. Relationships a. Works closely with the President so as to fully understand the duties of that office.

b. Works closely with the Chief Executive Officer.

Job Description Treasurer

The Treasurer is a key member of the President's team and as such serves as a member of the Executive Committee and assists the President in the performance of his/her duties. He/she ensures the integrity of the fiscal affairs of the Association and serves as Chairman of the Finance Committee.


1 Serves as chair of the Finance and Budget Committee, as a member of the Executive Committee and the Board of Directors.

2 In conjunction with the Finance and Budget Committee and management staff, ensures that the Association maintains accurate financial records.

3 In conjunction with the Finance and Budget Committee and management staff, reviews Association expenditures and financial status on a regular basis to ensure overall fiscal integrity.

4 Ensures that regular financial reports are submitted to the Board of Directors and Executive Committee.

5 Performs other duties assigned by the President or Board of Directors, which may include serving as a chair or member of other committees.

6 Represents the Association with other associations, industry groups or other organizations as assigned by the President.

7 Actively supports and participates in the programs and activities of the Association. Works to increase memberlleader involvement.

8 Supervise and be responsible for the preparation of the annual budget to be adopted and approved by the Board of Directors. Relationships

a. Works closely with other Senior Officers, the Chief Executive Officer and Finance Director.

b. Maintains contact with Board and Executive Committee members.

Job Description Associate Vice President

The Associate Vice President is a key member of the President's team and as such serves as a member of the Executive Committee.

Duties, Responsibilities, and Authorily

1 Serves as a member of the Board of Directors, the Executive Committee and as an ex officio member of other committees as assigned.

2 Serves as the official representative of the Association at affiliate, industry and other meetings as assigned by the President

3 Performs such other duties and assume such responsibilities as may be assigned by the Board of Directors or the President

4 Actively supports and participates in the programs and activities of the association. Works to increase member/leader involvement

5 Coordinates the Associate members in achieving the goals of the Association

6 Serves as Co-Chair of the Parade of Homes Committee, effective 2004. Relationships a. Works closely with other Senior Officers and Chief Executive Officer.

b. Maintains contact with Board members and reports association developments to the President and Executive Committee.

Job Description Secretary

The Secretary is a key member of the President's team and as such serves as a member of the Executive Committee and assists the President in the performance of his/her duties. He/she is the official "keeper of the records and seal."


1 Serves as a member of the Board of Directors, the Executive Committee and as an ex officio member of other committees as assigned.

2 Attends all meetings of the members of the Association, Board of Directors and Executive Committee and ensures that attendance, votes and the proceedings of the meetings are recorded and maintained in the permanent records of the Association.

3 Maintains custody of the corporate seal of the Association and affixes the same to any instrument requiring it. Attests the seal by his/her signature.

4 Conducts roll call of Membership, Board of Directors, and Executive Committee meetings for the official records and to establish the presence of a quorum.

5 Ensures that copies of the minutes of the Board meetings and Executive Committee meetings are approved by those bodies and provided to the officers and directors as appropriate.

6 Performs such other duties and assumes such responsibilities as may be assigned by the President or Board of Directors, which may include serving as a chair or member of other committees.

7 Represents the Association with other associations, industry groups or other organizations as assigned by the President.

8 Actively supports and participates in the programs and activities of the Association. Works to increase member/leader involvement. Relationships

a. Works closely with other Senior Officers and Chief Executive Officer.

b. Maintains contact with Board and Executive Committee members.

HBA OF METRO ORLANDO 2012 EXECUTIVE COMMITTEE

President AldoMartin Infiniti Housing 976 Lake Baldwin Lane, Ste. 201 Orlando, FL 32819 407-900-4658· Fax: 407-467-2949 [email protected]

Associate Vice President Randy Noles Florida Homebuyer Media 2301 Lucien Way Maitland, FL 32751 407-647-7598· Fax: [email protected]

Treasurer Nathan Cross NWC Construction PO Box 547792 Orlando, FL 32854 407-832-08271 Fax: 407-393-5566 [email protected]

Secretary Scott Stearns Bowyer Singleton & Associates 520 S. Magnolia Ave. Orlando, FL 32801 407-843-51201 Fax: 407-649-8664 [email protected]

Presidential Appointee Scott Howard Maronda Homes 955 Keller Rd., Ste. 1500 Altamonte Springs, FL 32714 407-475-91121 Fax: 407-475-9115

[email protected] Vice President Greg Hardwick Hardwick General Contracting PO Box 941689 Maitland, FL 32794 407-702-6531 • Fax: 407-393-5566 [email protected]

Immediate Past President Marion McGrath Jonathan McGrath Construction 1681 Powell Street Longwood, FL 32750 407-260-8077· Fax: 407-260-2271 [email protected]

Immediate Past Associate Vice President Michelle Oelaney Page Insurance Agency 500 E New York Avenue Oeland, FL 32724 800-451-7661 • Fax: 386-734-6701 [email protected]

Presidential Appointee Steve O'Oowd O'Oowd Consulting PO Box 941990 Maitland, FL 32794 407-517-6345· Fax: 407-517-6346 [email protected]

Chief Executive Officer (ex-officio) Elizabeth (Beth) McGee HBA of Metro Orlando 544 Mayo Avenue Maitland, FL 32751 407-691-2183. Fax: 407-629-6460 [email protected]

Job Description Executive Committee

To oversee the operation of the Association's management.

To differentiate between policy and operational issues that needs to be addressed by the Board of Directors.

To provide direction to the Executive Staff on matters concerning organizational operations.

To perform semi-annual review of the Chief Executive Officer.

To employ the Chief Executive Officer, said employment being subject to ratification by the Board. Duties, Responsibilities and Authority

Review budgets, plans, and information presented by members and staff.

Review materials to be presented to the Board of Directors for timeliness and appropriateness.

Recommend to the Board of Directors alternative actions on policy and procedural issues.

Inform the Board of Directors of the results of the Chief Executive Officer's semi-annual review. Staff Contact: Chief Executive Officer/Executive Coordinator

HOME BUILDERS ASSOCIATION OF METRO ORLANDO 2012 BOARD OF DIRECTORS LIST

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Job Description Board of Directors

• To function as the overall policy-making body of the Association's operations.

• To ensure that the by-laws are followed.

• To make decisions which will maintain the Association's good name.

• To be ultimately responsible for the Association's assets.

• To serve as stewards for the membership in how their money is spent.

• To plan for the future operation and direction of the Association through the Annual Planning Session.

• To carry out the mission and objectives of the membership as expressed in the Strategic Plan and Business Plan. .

• To review and approve the annual budget of the Association.

• To support decisions and actions of the Board.

• To actively support and participate in the programs and activities of the Association.

• To recruit at least two (2) new members each year during term of office.

• Mandatory attendance at Annual Board Planning Retreat. Staff Contact: Chief Executive Officer

Attendance Policy: Beginning June 4, 2001, any Director (except Directors Emeritus) who incurs four (4) consecutive absences of scheduled monthly meetings of the Board of Directors within a twelve (12) month period (provided, however, any Director not present at a Board of Directors meeting because he or she is involved in other Association business shall be noted as attending; and any Director hospitalized shall be counted as attending) shall automatically be terminated from the Board of Directors. The President, at his/her discretion, may excuse any absence if the Director notifies the President prior to the scheduled meeting and the President deems the reason sufficient to excuse the Director. The excused absence shall not count toward the maximum of four (4) consecutive absences of scheduled meetings in a twelve-(12) month period; however, any Director incurring a combination of six (6) absences (excused or otherwise) in a twelve (12) month period shall automatically be terminated from the Board of Directors and his/her seat considered vacant and be subject to being filled under the provisions of Article V, Section 7 of the By-Laws. Upon automatic termination for four (4) consecutive absences, the President shall be responsible for contacting the Director, if possible, to determine if there were or are extenuating reasons for the absences. Within one (1) month from the date of the termination the President shall advise the Board of Directors with his/her findings as to the absences. Upon a majority yes vote of the Board of Directors present at a regularly scheduled meeting, the terminated Director will be reinstated with full voting privileges. However, the four (4) absences shall not be forgiven but shall still be applied to the requirement of no greater than six (6) absences within a twelve (12) month period.

HBA OF METRO ORLANDO 2012 FINANCE COMMITTEE

Nathan Cross NWC Construction PO Box 547792 Orlando, FL 32854 407-832-0827 I Fax: 407-393-5566 [email protected]

Brett Blake Calo Homes 1547 Comman Way Road Orlando, FL 32814 407-923-3849. Fax: 407-219-4608 [email protected]

David Baselice Ryland Homes 2822 Commerce Park Dr., Ste. 100 Orlando, FL 32819 407-226-2500 I Fax: 407-354-1611 [email protected]

Scott Howard Maranda Homes Inc of Florida 955 Keller Rd., Ste. 1500 Altamonte Springs, FL 32714 407-475-9112. Fax: 407-475-9115 [email protected]

Beth McGee HBA of Metro Orlando 544 Mayo Avenue Maitland, FL 32751 407-691-2183. Fax: 407-629-6460 [email protected]

Vilma Sosa HBA of Metro Orlando 544 Mayo Avenue Maitland, FL 32751 407-691-2181. Fax: 407-629-6460 [email protected]

Mike Keesee Keesee & Associates 945 S. Orange Blossom Trail Apopka, FL 32703 407-880-2333. Fax: 407-880-2304 [email protected]

John Holt Solar-Tite 395 Commercial Street Casselberry, FL 32707 407-834-2718. Fax: 407-834-9029 [email protected]

Jim McNeil Akerman & Senterfitt 420 S. Orange Ave., Ste #1200 Orlando, FL 32801 407-419-8543. Fax: 407-843-6610 [email protected]

Jay Lewis Surrey Homes 1133 Louisiana Ave., Ste #106 Winter Park, FL 32789 407-695-2222. Fax: [email protected]

Dave Schmitt Dave Schmitt Engineering 13013 Founders Square Dr. Orlando, FL 32828 407-207-9088. Fax: 407-209-9089 Dave .schm [email protected]

Brian Gottschalk GeliarRagans 11 N. Orange Ave., Ste#1100 Orlando, FL 32801 407-425-4636. Fax: 407-648-1938 [email protected]

Job Description Finance Committee

• To ensure that the Association maintains accurate financial records.

• To ensure overall fiscal responsibility.

• To provide general supervision of the administration of the budget. Duties, Responsibilities and Authority

• To prepare and recommend an annual budget.

• To review actual expenses and revenues of the Association monthly.

• To regularly submit financial reports to the Board of Directors and Executive Committee.

• To recommend investment policy and strategies to the Board of Directors. Staff Contact: Chief Executive Officer/Finance Director

HOME BUILDERS ASSOCIATION OF METRO ORLANDO 2012-STATE DIRECTORS

Aida Marlin (PreSident)

Nathan Cross Stephen D. Gidus Alexander J. Hannigan Greg Hardwick Jack Machise Don Wetherington

Brett Blake Jim Krantz

Raymond R. Bradick Randy Moore Rick Caccavello BUILDER DIRECTORS (Primary)

Phone (407) 900-4658

Phone (407) 931-0600 (407) 628-9660 (407) 843-5858 (407)702-6531 (407) 682-5225 (407) 908-9749

Fax (407) 467-2949

Fax (407) 552-4776 (407) 628-9766

(407) 843-5852 (407) 393-5566 (407) 682-5221 (407) 892-8617 ALTERNATE BUILDER DIRECTORS

Phone Fax (407) 923-3849 (407) 219-4608 (407) 857-8669 (407) 857-8669 PRIMARY ASSOCIATE DIRECTORS

Phone (407) 843-5120 (321) 239-7851

(407) 629-9366 Fax

(407) 649-8664 (407) 275-9976 (407) 629-9389

ALTERNATE ASSOCIATE DIRECTORS

Phone Fax

Jim Bishop Norma Burdette Frank Copare Michelle Delaney Fran Dunn Richard Dye John Enslow Ann Hagen Lee Holt Anthony Martin Paul Mashburn Bill Miller Sam Morrow Ellen Niewold William 1. Nolan Harold Nutter Herb Ross Bonnie Schmidt B.J. Young STATE LIFE DIRECTORS

Phone

(407) 539-7070 (407) 331-4575 (407) 857-3777

(407) 478-5968 (407) 667-1780 (407) 644-0200

(352) 243-0374

(407) 869-4518 (407) 834-2718 (407) 540-4960 (407) 679-0053 (407) 970-2645 (407) 532-5992 (407) 273-1955 (407) 897-6004 (407) 578-2000 (828) 743-9865 (407) 464-1992 (407) 677-5566

Fax

(407) 539-1027 (407) 936-6249 (407) 856-1719

(386) 734-6701 (407) 667-1788 (407) 647-0288

(352) 243-5657 (407) 869-5691 (407) 834-9029

(866) 469-5001 (407) 678-2048 (407) 331-7295 (407) 532-5402 (407) 264-8945 (407) 897-7012 (407) 294-2598 (828) 743-6337 (407) 464-9509 (407) 679-0016

Job Description State Builder Director (Alternates) I Associate State Director (Alternates)

• Transact the general business of the State Association except that reserved to the membership by law and/or Charter and/or Bylaws

• Act upon applications for affiliation

• Elect officers

• Establish the policies governing the affairs of the State Association

• Receive reports of standing and special cornmittees

• Act as the governing body of the State Association Specific Requirements

• Attend at least two regularly scheduled meetings of the FHBA Board of Directors, one of which shall be the Annual Fall Convention of the Association:

Spring Legislative Conference Southeast Builders Conference Annual Fall Convention

• Term of office shall be one year

• Attend area caucuses when scheduled, generally three per year. • • Home Builders Association of Metro Orlando Board policy applicable to State Directors:

FHBA Voting Directors who attend the Board meetings and supply appropriate documentation will be reimbursed via a stipend.

Authorized reimbursement for FHBA Meetings:

(CURRENTLY SUSPENDED)

SEBC (when convened in Orlando) $275* *In the event SEBC should be held outside of Orlando the stipend shall be revisited and adjusted accordingly

Spring Legislative Meeting $350 Fall Board Meeting (outside of Orlando) $350' 'In the event this meeting is held in Orlando the stipend shall be revisited and adjusted accordingly.

Limit, three meetings per year

• As a State Director, you are eligible to be considered for Life Director status under the following criteria:

1 A Builder member candidate shall have served on the Board as a State Director or an Alternate State Director for a qualifying period of ten years, of which not more than five years may have been as an Alternate State Director. An Associate Member shall have served on the Board as an Associate Director or an Alternate Associate Director for a qualifying period of seven years of which not more than four years may have been as an Alternate Associate Director.

2 Has been nominated by their Local Association.

3 Shall have attended at least two meetings of the Board in each of the years of the qualifying period, one of which shall be the annual convention of the Association.

4 A majority of the Board present and voting shall be required to elect a Life Director. Life Directors shall serve as ex-officio members of the Board of Directors of the Florida Home Builders Association and may vote provided they maintain a membership in good standing in the Local Affiliated Association from which they qualified and were nominated. Life Directors shall serve in addition to the number of State Directors of which a Local Association is entitled otherwise in accordance with the Bylaws.

HOME BUILDERS ASSOCIATION OF METRO ORLANDO 2012-NA TIONAL (NAHB) DIRECTORS

Nathan Cross Stephen D. Gidus Alexander J. Hannigan Greg Hardwick

Ann Hagen

Don Wetherington

Michelle Delaney

*Lou Cavallero E. Bing Hacker *Paul Mashburn Bill Miller Sam Morrow William T. Nolan PRIMARY BUILDER DIRECTORS

Phone (407) 931-0600 (407) 628-9660 (407) 843-5858 (407)702-6531

ASSOCIATE DIRECTORS (407) 869-4518

(407) 552-4776

(407) 628-9766 (407) 843-5852 (407)393-5566 (407) 869-5691

ALTERNATE BUILDER DIRECTOR (407) 908-9749 (407) 892-8617

ALTERNA TE ASSOCIATE DIRECTOR (800) 451-7661

LIFE DIRECTORS Phone (407) 240-8866 (407) 682-7266 (407) 679-0053 (407) 331-5900 (407) 628-1556 (407) 897-6004

(386) 734-6701

Fax (407) 240-3639 (407) 682-4396 (407) 678-2048 (407) 331-7295 (407) 628-2192 (407) 897-7012

* Indicates Senior Life Director

Job Description National Director (Alternates) I Associate National Director (Alternates)

• Transact the general business of the National Association except that reserved to the membership by law and/or Charter and/or Bylaws

• Act upon applications for affiliation

• Elect officers

• Establish the policies goveming the affairs of the National Association

• Receive reports of standing and special committees

• Act as the goveming body of the National Association Specific Requirements

• Attend at least two regularly scheduled meetings of the NAHB Board of Directors, one of which shall be the Annual Convention of the Association:

Annual Convention Spring Board Fall Board

• Term of office shall be one year • • Home Builders Association of Metro Orlando Board policy applicable to National Directors:

NAHB Voting Directors who attend the Board meetings and supply appropriate documentation will be reimbursed for registration via a stipend.

Authorized reimbursement for NAHB Meetings:

(CURRENTLY SUSPENDED)

All meetings in Orlando $350 All meetings out of Orlando $650

Limit, three meetings per year.

As a National Director, you are eligible to be considered for Life Director status under the following criteria:

1 A Builder member candidate shall have served on the Board as a National Director or an Altemate National Director for a qualifying period of ten years, of which not more than five years may have been as an Altemate National Director.

2 Has been nominated by their Local Association.

3 Shall have attended at least two of any three meetings of the Board in each of the years of the qualifying period.

4 A majority of the Board present and voting shall be required to elect a Life Director. Life Directors shall serve as Directors of the Board of Directors of the National Association of Home Builders Association and may vote provided they maintain a membership in good standing in the Local Affiliated Association from which they qualified and were nominated. Life Directors shall serve in addition to the number of National Directors of which a Local Association is entitled otherwise in accordance with the Bylaws.

WHAT EXACTLY DOES THE CHIEF EXECUTIVE OFFICER DO?

Here's a brief overview that sums up the Chief Executive Officer role:

1 Organizing: The CEO must organize an internal structure to help her deliver HBA's services.

2 Developing: The CEO plans, formulates and recommends for the approval of the Board basic policies and programs that will further the objectives of the Association.

3 Staffing: Your CEO is in charge of hiring, firing, evaluating, compensating and disciplining all staff members. The Executive Committee is responsible for hiring, firing, evaluating, compensating and disciplining the CEO.

4 Directing and Leading: Your CEO also motivates staff. She should inspire them, give them direction and communicate with them. A[though Board of Directors and Chairmen are leaders of the entire organization, you're not leaders of the staff --you shouldn't be telling staffers how to do their jobs. Your CEO directs and leads the staff.

5 Controlling: The CEO monitors and controls the internal, operational activities of HBA. The most important point for the leadership to [earn is to stand back and give the CEO the opportunity to rnanage --to fu[fill the CEO's role. As you can see, the CEO's job is one of day-to-day and short-terrn duties, but your role as a leader is the guiding factor behind it a[1.

6 Implementation: The CEO is responsible for implementing Board policy under the supervision of the Executive Committee and for all administrative functions of the Association. Here are two simple rules of thumb for the leadership dealing with staff:

All cornmunications between the leadership and staff should be channeled through the CEO.

The Leadership does not manage staff --they hire a CEO and delegate staff management to that person.

Job Description Chief Executive Officer

By-Laws of the Home Builders Association of Metro Orlando

Article VI, Section 3:

"The Executive Committee shall employ a Chief Executive Officer who shall be an exofficio member, without vote, of the Board of Directors, at compensation the Executive Committee deems fair and proper. The Chief Executive Officer shall have administration and staff duties assigned to him by the Executive Committee, and shall assist all senior officers in carrying out of their duties and responsibilities outlined in the By-Laws. These duties shall be those usual and customary for carrying out of the policies of the Board of Directors and management of the Association. All employees and/or staff members of the Association shall report and be solely responsible to the Chief Executive Officer. The Chief Executive Officer shall have the complete authority with regard to termination and hiring of personnel. The Chief Executive Officer shall prepare and submit for review by the Finance Committee an annual budget, staffing requirements and associated expenses, necessary for the operations of the Association."

•

THE ROLE OF A BOARD MEMBER

SECTION III

HOME BUILDERS ASSOCIATION OF METRO ORLANDO BOARD OF DIRECTORS STANDARDS OF CONDUCT

Preamble The Home Builders Association of Metro Orlando (hereinafter referred to as HBA) is a not-for-profit, tax-exempt trade association formed to promote, develop, educate, and otherwise further the housing industry. The HBA's principal membership class consists of individuals engaged in all aspects of the housing industry. The business of the HBA is under the direction of the Association Board of Directors (hereinafter referred to as the Board) The Board's Standards of Conduct serves as a guideline for association volunteers in their capacity as Board Members.

The principles and requirements that comprise these standards are based on, and are designed to ensure full compliance with, the fiduciary duties of HBA and its Officers and Directors. These standards are designed to ensure that individual members of the Board conduct themselves with integrity at all times when representing the business interests of the HBA, while allowing for the appropriate expression of dissenting viewpoints by other Board Members.

Members of the Board affirm their endorsement of these standards and commit to uphold these principles and obligations by accepting and retaining membership on the Board. As a demonstration of compliance with this endorsement, elected, appointed, emeritus and ex-officio members of the Board will sign a copy of this document and submit it to the HBA Chief Executive Officer at the begi{ming of the member's term on the Board. Failure to do so could result in Board action to remove the member from the Board and restrict the member's participation in Board activities.

Board of Directors Standards of Conduct Members of the Board of Directors of the Home Builders Association of Metro Orlando are elected by the HBA membership at the Annual Meeting of the Members. Members of the Board (including ex officio members of the Board and Directors Emeritus) shall at all times abide by and conform to the following Standards of Conduct in their capacity as Board Members.

1) When serving in the capacity as a member of the HBA Board, each member's fiduciary responsibility requires them to act in the best interest of the HBA at all times.

2) Each member of the Board will abide by all other rules and regulations of the association (including but not limited to the HBA's articles of incorporation and bylaws) and will ensure that their membership in the HBA remains in good standing at all times.

3) Members of the Board will conduct the business affairs of HBA in good faith and with honesty, integrity, due diligence, and reasonable competence.

4) Except as the Board may permit, or as otherwise required by law, no Board member shall share, copy, reproduce, transmit, divulge or disclose any confidential infonnation related to the affairs of HBA, and each member of the Board will uphold the strict confidentiality of all meetings and other deliberations and communications of the Board. All discussions and actions by the Board conducted in Executive Session shall be maintained as confidential and cannot by shared with non-members of the HBA Board, including relevant and applicable staff.

5) Members of the Board will exercise proper authority and good judgment and appropriate business conduct in their dealings with HBA staff, vendors, and the general public and will respond to the needs of HBA's members in a responsible, respectful and professional manner.

6) Members will at all times protect and refrain from discussing beyond the confines of the Board any information about the business, social or personal operations or activities of fellow members that may be disclosed in a Board meeting.

(over)

HBA of Metro Orlando I Board of Directors Standards of Conduct (continued from otherside)

7) No member of the Board will use any proprietary information or intellectual property discussed, anticipated, planned, approved or provided by HBA, or acquired in any format as a consequence of the board member's service to HBA, in any manner other than in the betterment of HBA and in furtherance of his or her board duties.

8) No member of the Board shall persuade or attempt to persuade any member, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with HBA, to terminate, curtail, or not enter into a relationship to or with HBA, or to in any way reduce the monetary or other benefits to HBA of such relationship.

9) The Board must act at all times in the best interests of HBA and not for personal or third-party gain or financial enrichment. When encountering potential conflicts of interest, board members will identify the conflict and, as required, remove themselves from ali discussion and voting on the matter.

10) No member of the Board shall engage in or facilitate any discriminatory or harassing behavior directed toward HBA staff, members, officers, directors, meeting attendees, advertisers, sponsors, suppliers, contractors, or others in the context of activities relating to HBA. Similarly, a Board member should not engage in speech or conduct which is disparaging or derogatory of persons based on their race, color, religion, national origin, sex, age, marital status, personal appearance, sexual orientation, family responsibilities, physical handicap, matriculation or political affiliation.

11) A member of the Board shall not attempt to intervene or influence the promotion, compensation, or terms and conditions of employment of any HBA employee. A Board Member is welcome and encouraged to offer the Chief Executive Officer an honest appraisal of the employee's discharge of duties, however, all HBA employees report to and are supervised by the Chief Executive Officer and no Board member shall interfere with the Chief Executive Officer management of the staff, nor reprimand a staff member for their actions. A member must take any concerns about an employee's performance to the Executive Director, who shall be solely responsible for any interaction with the employee.

Enforcement If an alleged violation is brought to the attention of any of the Senior Officers, the Senior Officers, acting in their role as the Executive Committee, will designate a three-member committee comprised of voting members of the Board to determine the validity of the accusation and what, if any, sanctions should be imposed upon the Board Member in question. The Executive Committee will report the findings and recommended actions of this committee to the violating member. Any recommended sanction requiring Board approval will be reported to the Board by the Executive Committee. Any individual Board Member

mposed sanction by the full HBA Board. # # #

I acknowledge that I have read the foregoing HBA Standards of Conduct and agree to be bound by them as a condition of my service on the HBA Board of Directors.

Member Signature:___________________ Date: _____

Member Print Name:___________________ Date: _____

Witness Signature:____________________ Date: _____

ORGANIZA TIONAL STRUCTURE

Membership

I

Board of Directors

I Executive Committee

r I

1--1 Chief Executive Officer

I

Staff r Committees/Chairs

I Councils/Chairs

Flow ofAuthority in Associations

Membership (The basis for our existence)

By-Laws (Outline how the Association should conduct business)

Board of Directors (Entrusted by membership to ensure by-laws are followed and any decisions are made in their best interest)

Po icy

(Established by the Board)

Elected Officers/ Executive Committee

(Oversee implementation of Board policy and Administration of the Association)

Commit

tees/Committee Chairmen

(Plan and implement Association activities within parameters set by the by-laws and policies as

established by the Board)

Procedural Policy (Administrative decisions of Association)

Chief Executive Officer (Implements policies of Board and manages day to day operations of the Association)

YOUR BOARD MEMBER HAT

Congratulations! Whether you're a rookie or a veteran Board member, you've taken on a very important role and can expect exciting times ahead. What you do as a board member this year will have great impact on your Association for years to come.

But as exciting as your Board of Directors term may be, it will also be challenging. You'll assume many different roles and wear many different hats as you respond to the various demands of your job.

MISSION STATEMENT

The Home Builders Association of Metro Orlando is a professional trade association, recognized as the voice and leadership of the housing and building industry in central Florida.

Our purpose is to represent and promote the industry, monitor and take a proactive role in governmental and regulatory activities that impact the industry, educate the public, and provide programs and services that enhance our members' ability to do business in a professional and competent manner.

We support the free enterprise system and seek to create a balance between the economic needs and the social and environmental needs of the community.

Here's a brief overview of your major responsibilities.

YOUR RESPONSIBILITIES AS A BOARD MEMBER ARE TO ...

1 Meet the needs ofthe people you serve. When you get right down to it, the only reason the Home Builders Association of Metro Orlando exists is to serve our membership, the industry and the people in our community. So the bottom line of every decision you make should be, "How will this help better serve our members, the industry or the community?" 2 Set policies that guide our organization. Remember that your primary function is to fashion the policies that ensure the HBA is run effectively, legally and ethically. These policies act as the foundation for the Chief Executive Officer -who, under the supervision of the Executive Committee, is responsible for implementing policies and managing the HBA in accordance with them. 3 Plan the long-range goals for HBA's growth and development. This means you have to keep the "big picture" in mind. Remember that the long-term plans you formulate will be the guide for HBA's short-term plans over the next 12 to 18 months. 4 Ensure you have adequate finances and that the money is being spent responsibly. As you set policy and make plans for the future, you need to assess your ability to finance your plans --and make sure there's enough money in the budget to cover costs. Of course, as a member of the Board of Directors, you are also responsible for seeing it is well spent. This role, however, doesn't mean you must approve every expenditure. You need to determine that the money is being spent effectively to deliver the programs and services you've authorized. 5 Support your Chief Executive Officer. One of your most basic responsibilities is to support your CEO as s/he manages the daily operations of the HBA. Your role is to provide the direction that you want the CEO to take --then step back and let her/him decide just how to do that. Of course, you must also provide her/him with the necessary resources to do the job.

As members of the Association's policy-making body, Directors playa major role in the growth and development of the Association. The Board of Directors shapes the Association's personality, defines its goals, charts its future, and nurtures, strengthens and protects it.

MEETINGS

Regular Board of Directors meetings are held at the Association, normally the third Tuesday of each month. The meeting begins at 4:30 pm. The President may call special meetings.

To make sure you participate in the most effective manner, plan on attending every meeting. And don't forget to prepare yourself beforehand. If you're not prepared, you may not be able to vote knowledgeably on the issues before the Board. Here are some things you should make sure you do several days before your BoD meeting:

1. Review your BOD packet. A BoD Packet will be sent to each Director the week prior to the meeting. All items on the agenda must have been submitted at least two weeks before the meeting and reviewed by the Executive Committee in order to be inserted in the Board packets.

Financial items must also be reviewed by the Finance Committee prior to Board action.

2. Get most ofyour questions answered before the meeting. If some of the materials are unclear, call the CEO and find out more.

1 Handle tedious work in committees. Committees are designed to do much of the legwork so that the full BoD doesn't have to spend hours and hours going over details about every little issue. Use your committees to the fullest to keep BoD meetings short.

2 Don't let meetings drag. The President should retain control of the meeting and feel free to cut off a discussion that's going nowhere. ATTENDANCE

The Association depends on the experience, knowledge and judgement of each Director. Your attendance at every meeting is very important. Should you miss four (4) consecutive regular meetings without an excuse deemed valid by the President and the Board of Directors or six (6) cumulative excused or non-excused during the year, you may forfeit your position.

LEGAL LIABILITY

The Association Errors and Omissions liability insurance provides blanket coverage to protect Directors from litigation that may result from actions taken by the Board.

ANTI-HARASSMENT POLICY

It is the BUILDERS ASSOCIATION's policy to provide a workplace in which employees are treated with dignity and respect and which harassment of any kind is not permitted. All personnel decisions, including hiring, promotion, and termination, shall be consistent with the principles of equal employment opportunity. The BUILDERS ASSOCIATION's policy complies with these guidelines.

The ASSOCIATION's policy prohibits acts of harassment (defined below) by or against its employees on the basis of race, color, religion, age, handicap, national Origin, sex, veteran or marital status. This policy extends to such actions if an employee, officer, director or other member of the Association, performs them.

VERBAL HARASSMENT: such as derogatory comments, jokes, or slurs.

PHYSICAL HARASSMENT: such as unwanted physical contact, assault, impeding or blocking movement, or any interference with normal work.

VISUAL HARASSMENT: such as derogatory posters, cartoons, or drawings.

SEXUAL HARASSMENT: unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature constitutes sexual harassment when:

A Submission to such conduct is made either explicitly or implicitly a term or condition of an individual's employment.

B. Submission to or rejection of such conduct by an individual is used as the basis for employment affecting the individual.

C. Such conduct has the purpose or effect of substantially interfering with the individual's work performance or creating an intimidating, hostile, or offensive work environment.

Non-compliance with this policy will result in disciplinarv action, which may include termination as outlined in the Association policy. Non-compliance with this policy by an Association member shall be considered to be a violation of the Association Code of Ethics and shall subject the member to disciplinarv action as provided for by the Code of Ethics, including the possibility of expulsion for repeat or serious violations.

EFFECTIVELY DISCUSSING SENSITIVE ISSUES

As you well know, it's impossible for a group of people to sit around a board table and agree about everything. The very nature of board work ensures that you can expect disagreement from time to time.

Here are a few basic guidelines that will help you keep your board's debate of controversial issues constructive:

1 View debates as win/win situations. Note that disagreement doesn't have to end with a winner and a loser if all board members are focused on finding the best decision for the organization --not for themselves. 2 Remember that personal attacks are off limits. Keep all discussion on the business level --not on attacking the integrity of other board members. 3 Begin with adequate information about the issue, or table discussion until you do have the information you need. Trying to discuss an issue without complete information reduces the debate to nothing more than emotional argument and that won't produce a good decision.

KEEP WELL-INFORMED

Essential to your job as a Director is keeping abreast of activities and issues of the local, state and national Associations. To help keep you informed:

1. Attend all general membership meetings and major activities. 2. Read your HBA Weekly Update on-line. 1 Read your NAHB publications. 2 Read all Board, Executive and Finance Committee minutes. AT THE MEETING

Meetings follow the guidelines of Robert's Rules of Order. The order of business is:

1 Call to order by President and verification of quorum. 2 Consent Agenda (approval of minutes, applicants and resignations). 3 President's report. 4 Chief Executive Officer's report. 5 Associate Vice President's report. 1 Presentation of action items from committees, task forces or special groups. 2 Unfinished/new/other action items. 3 Adjoumment Action occurs by "motions." All debatable motions go through these steps:

1 Recognition by the President 2 Statement of the motion -"I move..." ("I so move" is NOT a proper motion as it leaves to the President or the Secretary the duty of wording a motion.) 3 Second to the motion 4 Statement of the motion by the President 5 Discussion 6 Vote 7 President rules on the vote and implements action taken

Note: "/ call for the Question"I"Question"

These are not motions, are not acknowledged by a Chairman, and do not end debate. If someone wishes to end debate, s/he must "move the previous question" and the motion must succeed with a 2/3 vote.

REPRESENTING THE MEMBERSHIP

As a member of the governing body, you must represent the entire membership. Some of the following ideas may help:

1 There are many different viewpoints and sound reasons to support them. In evaluating a position, keep in mind that the BOD is responsible to all members and must place the welfare of the total Association ahead of individual considerations.

2 Each Director is unique and contributes special talents to the successful management of the Association. It is important that you express your viewpoints and share your opinions on issues.

3 Criticism can be important to growth and development --providing it is constructive. Be sure to deal with issues and facts --not personalities.

4 Because you are a Director, importance is attached to your remarks. Discretion protects credibility and discourages rumors and unjustified criticism.

5 Confidentiality should be the hallmark of every director. All discussions and business conducted during Board meetings should not be discussed outside of the Board meeting room.

YOUR POLICY-MAKER HAT

Your policy-making role is perhaps the biggest component of your job as an Association leader. The Committees will be forwarding action items, and the Board of Directors will be making decisions and providing direction for just about every aspect of the HBA.

And because this part of your job is so big, it can also be the most confusing. Most of the confusion comes from the "who does what" dilemma. Lots of Board members and Chairmen aren't sure which decisions are considered policy (and therefore their responsibility), and which are considered management (falling into the CEO's bailiwick).

Here's a simple rule of thumb that will help steer you through these murky waters: Policy decisions are those that affect your organization as a whole; management decisions affect individual programs, services and people.

When you are faced with an issue and are wondering if it's a policy deCision, ask yourself these questions:

• Will this decision help determine procedures, activities, programs or services that affect the entire organization?

• Do law or regulatory agencies require this decision?

• Is this an issue that our CEO has requested our assistance on? If you

answer "yes" to any of these, you're probably faced with a policy-making decision

and will . want to give it your full attention. On the other hand, there are also

questions you can ask that will pinpoint the issue as a

management matter. For instance: Does this issue affect the individual employee? Does it relate to the

efficiency and quality of service provided by a specific department

or program?

Does it relate to an administrative area that is operational in nature, or affects specific units or

divisions versus the entire organization? Does it deal with "how" a policy or action should be

implemented rather than "what" the

goal of the action should be? If you answer, "yes" to any of these questions, it's probably an issue

that's best left to the Executive Director.

THE TEN COMMANDMENTS FOR A BOARD OF DIRECTORS by Dr. Roger Fritz

1. Thou shalt insist upon having a plan.

2. Thou shalt not allow personal relationships to prevent objective decisions.

3. Thou shalt not confuse size with superiority.

4. Thou shalt criticize only by offering a better idea.

5. Thou shalt obtain all facts available and several opinions before deciding.

6. Thou shalt avoid hiring chief executives who have risked little.

7. Thou shalt prove thy critics wrong by deeds and arguments.

8. Thou shalt not set indistinct goals for they yield insignificant results.

9. Thou shalt get firm commitments for corrections by a certain date with checkpoints to keep the plan on schedule.

10. Thou shalt not meddle in day-to-day decisions, but focus on the future.

GOALS AND OBJECTIVES

SECTION IV

MISSION STA TEMENT

The Home Builders Association of Metro Orlando is a professional trade association, recognized as the voice and leadership of the housing and building industry in central Florida.

Our purpose is to represent and promote the industry, monitor and take a proactive role in governmental and regulatory activities that impact the industry, educate the public, and provide programs and services that enhance our members' ability to do business in a professional and competent manner.

We support the free enterprise system and seek to create a balance between the economic needs and the social and environmental needs of the community.

GOALS

1. To achieve leadership continuity and consistency.

2. To be positioned to respond to the challenges affecting the housing and building industry in Central Florida.

3. To be and to be perceived as a large, powerful and influential professional trade association.

4. To maintain sufficient funding to implement those programs needed and/or desired by the association.

5. To be representative of the majority of those significantly involved in the housing and building industry.

6. To be responsive to the membership.

7. To be and to be perceived as a civic-minded organization that contributes positively to the community.

8. To create strategic alliances with other organizations in order to serve the continuing and changing needs of our members.

9. Strongly encourage members to do business with members.

10. To develop and implement a responsive plan to attract and maintain qualified members.

HOME eUILDER$ ASSOCIATION OF METRO ORLANDO, INC.

r,nISSION STATEMENf Th'e' HomE;!: ~Uitd¢rs

Association of Metro"Orlando IS:8 profe$sional trqd,e':asso.ci_ation, t,E>Gognizeq as, the voice an,d leadership of th~ hdusins :and buJlding industry in,Centr~1 Florida, Our purpose is to. r~prE?)serit.E1nd p[-omote-the inqustry,1 monitor and take a proactive role· in"gb)ler,nm~'qtaJ a,n~ re9giat9ry <;:IctiVitles'that impact the'inS1ustryj educate-the pu!jl!c;~:n~tpr:C!vlde,prdgrams and services that etlhance our mertJberl:>~ aqili,ty-to do business in's professional and competent manner. We supportthe,free, eriterpris_e system and :seek to creates balahce: betweem'the,eco'ribtilic needs and the social and environmental needs of~the ,community.

VlSIONsfATEMENf Th'e Home Builders Assoyi~,tion of Metro Orlando gives prestig~ to its memberS by,ere,ating a publ1c awarene;:;s of the Associ,ation as '_a r~sb,urce: fqr ~II of their building and cQnstruGtion ne~ds. ThELASsodatioh's leadership and pollCies'foster an environment that creates opportunities for bUildin,g relationshjps~ buildin9,businesses and' bUilding communities,

Fis,qal Mana~rement

'1'OevJ~!lqp a fina'l)ti~il infrastructure that dearly defines processes for flsca.l,mailagenient,organi;za,tionaJ In.t.¢gtit,,(,qrlQ reVeriul;! generation

cSurviv~1 Plan

..Developan operational budget based Qri";z.erO-deficit :;pe:nding by ~httqf;2.bl~. .Deverop:benchmark,and,tri~gers for mS!'taffing .,EfJsage d~veJofl~~s q)uhdl to formulate strategy to'g,enerate tne hi&!lest r¢:Wrh 'from ptiten,tial dI,spo,sitfoi;i 9,f H,Bfes Ji?aJ',~l>ta~e assests ,Enhll:n.cie POH, Majd,f' Athievemehtsi ;SAM Ttahi p~ogr'atri~',r¢:vehlJ~

Elrand r,nana!l"m~nl

* Protect !'Inp'e:nh~n'c:e'th~ Association's reputation while expa nd ingthe, Assocll:itidri's messa,ge re;3C,h

-Adv(jc,acy

.Develop a compelling mestage 'for the recent viCtories:agaitlst r'egulato.ry::a:g¢nc,ies .Continue PAt suppod, .Develop,f,l, GA Pla'tl to mi:lirttain' H6A pr_eS:enl:~ h¢fp,re: 10,c91 gQverntn~hJ:s ,Redesign :Assodatlon's::web landil'1.tt, p~~e

to-,hi&,hli.a:ht's,ucteS:SE!Si,WJtH n:!gulato.ry',<!:g¢h<;:'i~S:

2012'201l GOALS Membersh,ip Mana:g.em~nt

*S:et.,a goal,for' the nl,lmb,er of industry members to be recruited and'reta.int::d. Create _a

categorY',cif "ti1'~mp¢r~hip" for rion~indListry businesses.

KEYSTAAJEGIIE$ N.~twor.king

.EVOK research to'determine.#of potentlal'inembers. Staff r~sear:th on lit:etl$~t! tontra6tQrs,b,y .'c.ouhty. .:Board to a,pprove'a ,"friends'ofthe J-lBA" :antH;'~t

priCE;! to "jqitC • -; Enfprq;~,g~ta,td,co;dm'hlitment to' brl:jg in a minimum of two'members. ,.Board 'p:r.ovide dir;~et.leatl,ership to_ .f\/t~mi?~(5.biJ~,t¢mtrlitt,ee .-Set a builder recruitment'!~oa-Laf1.-od ,Establish \liftlilll',RfP pOft'al td ~rtlmpte b.\.(sin~s,s 1'¢1;:(tiPh$NIp$ hF't-wppn mpmhprc:

De.v¢IOp SlrafegicF'lan

*HIre'-Ev'Ok'tQ,'exe:c,ut,€:' theI r proposal for strategic plan/r;i3-s:'e.ffth/advice by inve'stlng. Wp tb $2Q,O,OO'of:the';2otl reserves.

Gomm.ur(ijy~Q~treaGh/PR

. Develop a Public Relations plan to eXPd~: ~otenti<il ',members'to the, AssQ~iatiPn,'an# i~'-\(aLIJ¢.

.Brand and,web,site"presenc:e' update .E.t:thilnc,:e' s6¢ia,l'm¢j:jia (:H.ltr~a(:h . Deve'lop:a ~lpubllc"'messa,ge.-that-ttray'be'diffel-e:nHtofn the '{rr1i;i:r:nbi;lf~' tu~.$,$a-g¢,

Program Mariag,etriE!'tlt

*s'e the leader In tiI'Qely indl.,l$try education ,and prdgrams that further the, mission of the Associatitm befqre the meI,TlQer$; the jJub:li,c anc! government.

Prof¢ss.i.-onal beveJ~rT:II~l1t

.Maintain current'edu'cation opportunity levels' S$ek-JC!~ge

spqr:tsors,hip 'for contractor education to off-set-costs to~meinb~rs. .Provjd.~ pff:s(te, nl')tW9~k.ing

opportunities .COinbine associating opportunities pf,!::o!Jti'~iis and.j::Qmh,itt~e:_s .Remove entry fee,ta council pdrticipcltlon .,E,$ta,bJ,i~h vir:l;ll,al"tn~~'b~r"f9r;i:nn,~

U\


t d f ll b f th H B ild A i ti I ill

FINANCES

SECTION V

BUDGETING PROCESS

Budget development for 2013 will follow the schedule identified below.

All committees and councils are requested to prepare and submit a budget to the Finance Committee that identifies anticipated 2013 revenues and expenditures.

2012 Committee/Council Chairmen will be required to submit deviations or modifications to the Finan'ce Committee after assuming committee/council responsibility for 2012 but no later than the February Finance Committee meeting.




III. I support and encourage research to develop new materials and building methods that will keep the dream of home ownership within the reach of all

ORGANIZATION AND STRUCTURE

SECTION VI

U1

....

BY-LAWS

SECTION VIII

TABLE OF CONTENTS

PAGE

ARTICLE I (Name, Location and Affiliation) ...................................................... 1 ARTICLE II

(Purpose) ..................................................................... 1 ARTICLE III (Membership) Sec. 1

Classes of Members .......................................................... , .......... 2 (A) Builder Membership ............................................................. 2 (B) Associate Membership ........................................................ 2 (C) Honorary Membership ......................................................... 2 (D) Life Membership .................................................................. 2

(E) Retired Membership ...................................................2

(F) Affiliate Membership ...................................................3 Sec. 2 Qualification for

Membership .......................................................... 3

(A) State and National Membership ........................................... 3

(B) Right of Membership ........................................................... 3

Sec. 3 Membership Meeting ..................................................................... 3

(A) Annual Meeting ................................................................... 3

(B) Quorum ..................................................................... 3

ARTICLE IV (Dues) Sec. 1 Dues Amount

.....................................................................4

(A) Builder, Associate and Retired Members ............................ .4

(B) Dues Period .....................................................................4

(C) Honorary and Life Members ............................................... .4 Sec. 2 State and

National Dues ............................................................... ..4 Sec. 3 Company, Corporation

Affiliation Dues .......................................... .4 ARTICLE V (Board of Directors) Sec. 1

Composition of Board .................................................................... .4 Sec. 2 Terms of Office

..................................................................... 5

(A) Elected Officers ................................................................... 5 (B) Immediate Past President and Immediate Past Associate Vice President

..................................................................... 5 (C) Vacancies ..................................................................... 5 (D) Absences ..................................................................... 5

Sec. 3 (A) Associate Vice President ..................................................... 6

(B) Secretary .....................................................................6 Sec. 4 Directors Emeritus

.....................................................................6 Sec. 5 Multiple Members From One Firm

................................................... 6 Sec. 6 State and National Directors

........................................................... 7 Sec. 7 Director Vacancies

.....................................................................7 Sec. 8 Meetings

..................................................................... 7

(A) Annual Meeting ................................................................... 7

(B) Regular Meetings ................................................................ 7

(C) Special Meetings ................................................................. 7

(D) Meeting Notice ...........................................................7 Sec. 9 Board

Quorum .....................................................................7 ARTICLE VI (Officers) Sec.

1 Election, Terms and Duties ............................................................. 7

(A) Duties of the President ........................................................ 7

(B) Duties of the First Vice President ........................................ 8

(C) Duties of Treasurer. ............................................................. 8

(D) Duties of Associate Vice President.. .................................... 9

(E) Duties of Secretary .............................................................. 9

(F) Non-Budgeted Items ........................................................... 9

(G) Officer Censors, Suspensions, Expulsions .......................... 9

(H) President Censors, Suspensions, Expulsions ...................... 9

(I) Vacancies .....................................................................9 Sec. 2 Election of the

President ............................................................... 10 Sec. 3 Duties of Executive Officer.

........................................................... 1 0 Sec. 4 General Counsel

................................................................... 10 Sec. 5 Certified Public Accountant..

......................................................... 10 ARTICLE VII (Voting) Sec. 1 Voting Privileges

......................................................................... 10 Sec. 2 Absentee.. . . . . . . . . . . . . . . .. .

........................................................ 11

Sec. 3 Voting, Majority....................................................................11

Sec. 4 Quorums ................................................................................... 11

(A) Annual Meeting ................................................................. 11

(B) Board of Directors ............................................................. 11

ARTICLE VIII (Elections) Sec. 1 Nominating Committee .................................................................. 11

(A) Solicit Nominations ............................................................ 11

(B) List of Candidates .............................................................. 11

(C) Nominee Consent... ........................................................... 11

(D) Notification to Membership ................................................ 11 Sec. 2

Nominations from the Floor ........................................................... 11 Sec. 3 Nominations

for Vice President and Treasurer. ............................. 12 Sec. 4 FHBA and NAHB Nominees

.......................................................... 12 ARTICLE IX (Committees) Sec. 1 Committees

................................................................... 12

(A) Executive Committee ......................................................... 12

(B) Nominating Committee ...................................................... 12

(C) Other Committees ............................................................. 13

ARTICLE X (Creation of Chapters) ............................................................14

ARTICLE XI (Finance) Sec. 1 Budget ................................................................... 14

ARTICLE XII (Amendments) Sec. 1 Amendments Procedures ............................................................. 14

BY-LAWS OF THE HOME BUILDERS ASSOCIA

TION

OF METRO ORLANDO

ARTICLE III (Membership)

Sec. 1 Membership in the Association shall be divided into the following six (6) classes:

(A) Builder Membership shall be open to any person, firm, or corporation whose principal business is the construction, remodeling, development or improvement of reSidential, commercial, or industrial real property. Builder members shall agree to abide by the provisions of the By-Laws and any amendments thereto, subscribe to its Code of Ethics; and, where required, shall hold a valid state or local contractor's registration and/or occupational license. Each application shall be reviewed and approved by the Board of Directors taking into consideration the applicants' record of performance and experience.

(B) Associate Membership shall be open to any person, firm, or corporation in any allied trade, industry, or profession fumishing directly or. indirectly, labor, services, or material in connection with the construction industry.

Associate Members shall agree to abide by the provisions of the By-Laws and any amendments thereto, subscribe to its Code of Ethics; where applicable, hold a valid professional license. Each application shall be reviewed and approved by the Board of Directors, taking into consideration the applicant's record of performance and experience.

(C) Honorary Membership may be conferred by the Board of Directors of the Association upon any persons serving in a full time capacity as an elected or appOinted govemmental official, to be effective during the tenure of such person's term of office. Honorary Membership may also be conferred by the Board of Directors upon any other persons when such designation is deemed appropriate. The Board of Directors shall limit and specify the term of such Honorary Membership at the time of its approval thereof. All Honorary Members shall be subject to and abide by the Code of Ethics.

(D) Life Membership may be conferred by the Board of Directors upon any person, firm or corporation who has performed unique or outstanding service on behalf of the Association. Each member shall agree to subscribe to the Code of Ethics of the Association. Nominations for Life Members shall be made from the floor at a scheduled meeting of the Board of Directors occurring no less than thirty (30) days prior to the vote.

(E) Retired Membership shall be open to either a Builder Member or Associate Member in good standing who has fully retired from business and desires to maintain association with the Home Builders Association of Metro Orlando (HBA of Metro Orlando), the Florida Home Builders Association (FHBA), and the National Association of Home Builders (NAHB). Such members shall pay the current applicable NAHB, and FHBA dues. The HBA of Metro Orlando

dues shall be waived. Each application for Retired Membership shall be reviewed and approved by the Board of Directors, taking into consideration the applicant's record of performance and experience.

(F) AFFILIATE membership is open to any individual who is an employee of a firm that is a member in good standing represented by a builder or an associate member of the Home Builders Association of Metro Orlando as defined in Sec. 1 (A) and (B) of these by-laws. Affiliate members shall meet all the membership reqUirements, and shall be entitled to all rights and privileges of Association membership, except that firms, corporations or partnerships holding membership in the Association shall be entitled to only one (1) vote which shall be cast by a duly designated representative.

Affiliate membership is a voluntary class of membership with additional dues that are set from time to time by the Board of Directors.

Affiliate membership is not required to participate in the committees and activities of the Home Builders Association of Metro Orlando, but is an opportunity for enhanced benefits from NAHB and HBA of Metro Orlando.

Any Affiliate membership connected to a primary membership will expire concurrent with the primary membership.

Sec. 2 Qualification for Membership

(A) As a condition of membership in the Association, all Builder and Associate members shall simultaneously become members of the Florida Home Builders Association, and of the National Association of Home Builders of the United States.

(B) No person or firm shall have an unqualified right of membership, and membership status may be conferred or denied by the Board of Directors in its sole and absolute discretion, and for any reason; provided, however, membership shall not be denied by reason of race, creed, religion, sex, age or national origin. Sec. 3 Meetings of the membership shall be held as follows:

(A) An annual meeting of the membership of the Association shall be held in October each year, for the purpose of electing members of the Board of Directors, reviewing the affairs of the Association for the past year, and the transaction of such other business as may properly be brought before the meeting.

(B) A quorum of any general membership meeting of the Association shall consist of a cumulative of fifty (50) Builder and Associate Members of the Association.





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(iii) four (4) appointments by the current President; two (2) of who shall be builder members and two (2) of who shall be associate members;

(iv) two (2) Past Presidents and one (1) Past Associate Vice President shall be annually appointed by the majority vote of the Past Presidents and Past Associate Vice Presidents, respectively and

(v) elected officers of the Association;

(vi) two (2) Life Directors who shall be builder members and be annually appointed by a majority vote of the Life Directors and two (2) Life Directors who shall be associate member and be annually appointed by the Life Directors;

(vii) The chairman of the Osceola Chapter or the Chairman's designee.

Sec. 2 Directors shall serve for a term as follows:

(A) Elected officers of the Association shall be members of the Board of Directors during the term of their office. Elected Directors who are not officers shall have a term of three (3) years and shall be elected to no more than two (2) consecutive three (3) year terms. Elected services on the Board shall be limited to .six (6) consecutive years. After six (6) years of elected board service a hiatus of at least one year is required to be eligible to run for election to the board,

(B) The Immediate Past President and Immediate Past Associate Vice President, and Directors appointed pursuant to Article V, section 1 (A) (iii) (iv) and (vi) shall serve on the Board of Directors for a term of one (1) year.

(C) All vacancies created on the Board of Directors shall be filled as provided in Article V, Section 7 of these By-Laws.

(D) Beginning June 4, 2001, any Director (except Directors Emeritus) who incurs four (4) consecutive absences of scheduled monthly meetings of the Board of Directors within a twelve (12) month period (provided, however, any Director not present at a Board of Directors meeting because he or she is involved in other Association business shall be noted as attending; and any Director hospitalized shall be counted as attending) shall automatically be terminated from the Board of Directors. The President, at his/her discretion, may excuse any absence if the Director notifies the President prior to the scheduled meeting and the President deems the reason sufficient to excuse the Director. The excused absence shall not count toward the maximum of four (4) consecutive absences of scheduled meetings in a twelve-(12) month period; however, any Director incurring a combination of six (6) absences (excused or otherwise) in a twelve (12) month period shall automatically be terminated from the Board of Directors and his/her seat considered vacant and be subject to being filled under the provisions of Article V, Section 7 of the ByLaws. Upon automatic termination for four (4) consecutive absences, the

President shall be responsible for contacting the Director, if possible, to determine if there were or are extenuating reasons for the absences. Within one (1) month from the date of the termination the President shall advise the Board of Directors with his/her findings as to the absences. Upon a majority yes vote of the Board of Directors present at a regularly scheduled meeting, the terminated Director will be reinstated with full voting privileges. However, the four (4) absences shall not be forgiven but shall still be applied to the requirement of no greater than six (6) absences within a twelve (12) month period.

Sec. 3 (A) The Associate Members shall elect from the Associate Membership (each year at the Association's annual meeting) the Associate Vice President of the Association, and as such, he or she will serve as a Director on the Board of Directors during his or her term of office.

(B) The Builder and Associate Members shall elect from the Associate Membership (each year at the Association's annual meeting) the Secretary of the Association, and as such, he or she will serve as a Director on the Board of Directors during his or her term of office.

Sec. 4 The Board of Directors may, from time to time, by majority vote at a regularly schedule meeting elect from the membership Directors Emeritus. Directors Emeritus shall be individuals who have performed unique or outstanding service on behalf of the Association. Nominations for Directors Emeritus shall be made from the floor at a scheduled meeting of the Board of Directors occurring. no less than thirty (30) days prior to the scheduled vote. Directors Emeritus shall serve for a term of life shall not have a vote at Directors meetings and are subject to other requirements imposed on Directors by these By-Laws.

The Board of Directors may, by majority vote of the members present at a regularly scheduled meeting of the Board, elect individuals who have been certified by the Nominating Committee no later than the regularly scheduled September meeting of the Board as duly qualified for the position of Ufe Director. To receive this qualification the individual shall have served a minimum of ten (10) years as a member of the Board of Directors of the Home Builders Association of Metro Orlando (this service need not be continuous or consecutive) or a member who has served either as a President or an Associate Vice President of the HBA of Metro Orlando and served on the Board of Directors for a period of six (6) years inclusive of their years as an officer, or be a Life Director of the Florida Home Builders Association or a Life Director of the National Association of Home Builders.

There shall be two categories of Life Director -voting (Article V, Sec. 1 (vi) and non voting. All individuals elected Life Director by the Board shall immediately be given non-voting status.

All voting Life Directors are subject to the same attendance stipulations, behavior rules and membership obligations required of elected directors. Failure to meet these prerequisites will result in the loss of voting status. Voting Life Directors shall enjoy all the rights and privileges of an elected director.





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(A) A President, (who shall be a Builder member) but only if not previously elected pursuant to Article VI, Sec. 2, who shall be Chairman of the Board. The President shall preside at meetings of the Board of Directors, Executive Committee, and General Membership. He shall be the official spokesman of the Association in matters of public policy. He shall appoint all committee chairpersons (except the Nominating Committee). The President shall: (i) direct the elected officers and the Chief Executive Officer as cited in these By-Laws,

(ii) be empowered to appoint standing and ad hoc committees (subject to Board of Directors approval) required to accomplish the goals of the Association. (iii) be the liaison between the Executive Committee and the Board of Directors, (iv) assume the responsibilities for the employees and/or staff of the Association in the absence of the Executive Officer,

(v) report monthly to the Board of Directors a status of all pending litigation or any other legal issues concerning the Association,

(vi) sign and execute agreements, contracts or any other documents on behalf of the Association, but only upon approval by the Executive Committee or the Board of Directors. (B) A Vice President (who shall be a Builder member) who shall: (i) perform all duties of the President in his absences, and

(ii) perform and assume all other duties as directed by the President. (C) A Treasurer (who shall be a Builder member) who shall: (i) be responsible to the Association for an accounting of all moneys collected and disbursed by the Association,

(ii) render a monthly statement to the Board of Directors which shall be made available to the General Membership upon request,

(iii) assume all budget and audit responsibilities for revenue producing committees,

(iv) supervise and be responsible for the preparation of the annual budget to be adopted and approved by the Board of Directors and

(v) perform and assume all other duties as directed by the President. The Treasurer shall serve as Chairman of the Finance Committee and shall be accountable solely to the Board of Directors as Chairman of this committee. It is recommended that the Treasurer should have

served on the Finance Committee for at least one (1) year prior to election as Treasurer.

(D) The Associate Vice President (who shall be an Associate member), elected by the Associate Membership at the annual meeting who shall: (i) coordinate the Associate members in achieving the goals of the Associf,ltion, and

(ii) perform and assume all other duties as directed by the President. (E) A Secretary (who shall be an Associate member) elected by the entire membership at the annual meeting who shall: (i) keep a record of all official proceedings of the Association and its Board of Directors, and

(ii) perform and assume all other duties as directed by the President. (F) No officer (except the President who may act, subject to Executive Committee approval) shall have the. authority to commit, contract, agree, transfer, or obligate the Association without the specific approval of the Board of Directors regarding non-budgeted items. Regarding budgeted items, no officer shall have the authority to make any deviations. (G) All officers (except the President) may be censored, temporarily suspended, or expelled from their office upon (i) the recommendation of a two-thirds (2/3) yes vote by the Executive Committee and

(ii) a two-thirds (2/3) yes vote by the Board of Directors. The officer being censured, temporarily suspended or expelled shall be given reasonable notice of the Executive Committee and Board of Director meetings at which such action will be considered. At such meetings, the officer shall be allowed to address the Executive Committee and Board of Directors concerning the proposed action. (H) The President may be censured, temporarily suspended or expelled from office if the Board of Directors by two-thirds (2/3) vote of the Directors present at any meeting and eligible to vote (and such 2/3 vote is at least equal to a majority of the full Board of Directors), determine it desirable or in the best interest of the Association and its members, that the President be censured, temporarily suspended or expelled. All complaints or recommendations against the PreSident must be submitted in writing to the Board of Directors. The President being censored, temporarily suspended or expelled from the Association by the Board of Directors shall be given reasonable notice of the Board of Director meeting at which such action against the President will be conSidered. At such meeting, the President shall be allowed to address the Board of Directors concerning the complaint that has been submitted. (I) Vacancies -To fill a vacancy of an elected officer occasioned by illness, death, termination, resignation or any other reason, the Board of Directors shall elect (by two-thirds (2/3) vote of the members present at the next regularly scheduled meeting) a successor to finish out the current year of the vacated officer position.

Sec. 2 By majority vote, the Board of Directors no later than the September Board of Directors meeting, shall select a President Elect from:

(A) qualified Builder member Candidate(s) recommended by the Nominating Committee; and

(B) qualified candidate(s) submitted to the Nominating Committee at least (30) days prior to such September meeting; and

(C) Nominations made from the floor at a sCheduled Board of Directors meeting at least (30) days prior to the September Board of Directors Meeting. Sec. 3 The Executive Committee shall employ a Chief Executive Officer ("CEO"), who shall be an ex-officio

member, without vote, of the Board of Directors, at compensation the Executive Committee deems fair and proper. The Executive Officer shall have administration and staff duties assigned to him by the Executive Committee, and shall assist all senior officers in carrying out of their duties and responsibilities outlined in the By-Laws. These duties shall be those usual and customary for carrying out of the policies of the Board of Directors and management of the Association. All employees andlor staff members of the Association shall report and be solely responsible to the Chief Executive Officer. The Chief Executive Officer shall have the complete authority with regard to termination and hiring of personnel. The Chief Executive Officer shall prepare and submit for review by the Finance Committee an annual budget, staffing requirements and associated expenses, necessary for the operations of the Association.

Sec. 4 . The Association may employ a general counsel ("General Counsel") who shall be an attorney-at-law, licensed to practice within the territorial jurisdiction of the Association, and who shall advise the President, Treasurer and Board of Directors of the Association on legal matters and procedures.

Sec. 5 The Association may employ a Certified Public Accountant ("CPA") who shall be licensed to practice within the territorial jurisdiction of the Association, and who shall advise the President, Treasurer and Board of Directors of the Association on financial matters and procedures.

ARTICLE VII

(Voting)

Sec. 1 The voting privileges shall be limited, as follows:

I promise to support the following principles and policies:

I. My paramount responsibility is to deal honestly and with integrity with my customers and my fellow members of the Home Builders Association. I will endeavor to make all agreements with customers and other members clear and in writing, and to abide by and fulfill financial and other obligations and commitments regarding business activities both verbal and written.



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Sec. 2 Nominations for Directors, Associate Vice President, and Secretary may be made from the floor at the annual meeting of the General Membership. Qualified candidates nominated from the floor shall submit a written intention to run at least thirty (30) days prior to the October General Membership meeting.

Sec. 3 Nominations for Vice President and Treasurer may be made from the floor at the meeting of the Board of Directors immediately following the annual meeting of the General Membership, by Directors eligible to vote, provided such candidates have submitted a written intention to run at least thirty (30) days prior to such meeting.

Sec. 4 The Nominating Committee shall have the responsibility to present nominees for Directors and Alternate Directors for FHBA and NAHB at the September meeting of the Board of Directors.

ARTICLE IX (Committees) Sec. 1 There

shall be the following committees:

(A) The Executive Committee shall consist of: the President (as chairperson); Vice President; Treasurer; Secretary; Associate Vice President; Immediate Past President; Immediate Past Associate Vice President; and two (2) optional appointments by the President from the membership at large and the Executive Officer who shall be an ex-officio member.

The Executive Committee shall conduct the affairs of the Association in accordance with the By-Laws, policies, and instructions of the Board of Directors. It shall be responsible for:

(i) implementation of Board of Directors policies and administration of the Association;

(ii) identifying issues for Board of Directors review;

(iii) employing, subject to ratification by the Board, and reviewing the Executive Officer, said review being performed at least annually; and

(iv) for matters of policy and public statements on timely issues, subject, however, to the approval of the Board of Directors.

The Executive Committee shall meet upon call of the President, the Board of Directors, or any three (3) of its members, stating the time and place of meeting.

A synopsis of the minutes of the Executive Committee's most recent meeting shall be included in the Board of Directors information packet for the next regular Board of Directors meeting. The Executive Committee minutes shall be included as an agenda item for review and discussion. The President shall report all Executive Committee recommendations or requests to the Board of Directors for action.

(B) The Nominating Committee shall be composed of a minimum of seven members. The terms shall be as follows; in 2009 two of the past leader slots shall be one-year terms and two of the past leader slots shall be two-year terms. Subsequently, all four past leader slots shall be two-year terms. All other slots shall be one year terms expiring each year concurrent with the Association Senior Officers and Board. The Immediate Past President, shall be chairperson. In addition to the chairperson, the committee shall consist of, the most Immediate Past Associate Vice President as Vice Chairman, four (4) past leader slots two of whom shall be Builders (one with 2 -6 years past service and one with 6 or more years of past service) and two of whom shall be Associates (one with 2-6 years past service and one with 6 or more years of past service), a designated representative from the Governmental Affairs Committee, Sales and Marketing Council and the Osceola Chapter. If the Immediate Past President is unable or does not serve, the Past Presidents shall appoint a Past President to preside. The Chairperson of the Nominating Committee shall report to the Board of Directors.

The Nominating Committee shall identify solicit and consider recommendations as to candidates for each elected office and Director position to be filled. The committee may resolve questions relating to the nomination of candidates, suggest rules and procedures for the elections to the Board of Directors and, upon direction of the President, perform other appropriate duties.

The Nominating Committee shall evaluate the qualifications of each nominee, shall explain to the nominee the duties and responsibilities of the office or position for which he or she is nominated, and shall obtain a commitment from the candidate to perform to the best of his or her ability the duties of the office or position for which nominated. If satisfied as to the candidates' qualifications, ability and willingness to perform the duties of the office or position, the Nominating Committee shall present the names of all nominees it feels are qualified to the Board of Directors at the regularly scheduled August meeting. Appeals to any recommendations made by the Nominating Committee are to be made first to the Executive Committee and finally to the Board of Directors.

The Nominating Committee shall have the ongoing responsibility of identification and development of future leaders of the association. The Nominating committee may recommend members to be put into a leadership development "pool" for future consideration.

The Nominating Committee shall have the responsibility to present nominees for Directors and Alternate Directors for the Florida Home Builders Association and the National Association of Home Builders of the United States at the September meeting of the Board of Directors.

(C) The Finance Committee shall be composed of the Treasurer as Chairperson, and eight (8) active members (four of which shall be builder members). The President shall appoint four members of this committee. The committee shall meet upon the call of the Chairperson. Four members shall constitute a quorum.

This committee shall be charged with preparing and recommending an annual budget to insure proper functioning of the Association's staff and activities. The committee shall review actual expenses and revenues of the Association monthly and provide general supervision of the administration of the budget. The Chairperson shall regularly report to the Board of Directors.

The two (2) year terms of this committee shall be so arranged that the terms of one-half (1/2) of its appointed members shall expire each year concurrent with the Association Senior Officers and Board.

ARTICLE X

(Creation of Chapters)

Sec. 1 The Board of Directors may from time to time create a Chapter within the Association in the interest of expanding and administering Association interests in a defined geographic region within the Association's franchise area.

ARTICLE XI

(Finance)

Sec. 1 The Board of Directors shall adopt a budget sixty (60) days prior to the end of the fiscal year, to be effective the following year. The Association shall function within each of the line item totals of the budget. The board shall not adopt a deficit budget. The Budget may be balanced by allocating funds from the operating reserves or unallocated reserves. The Board shall review the budget quarterly and shall have the authority to amend the annual budget from time to time.

ARTICLE XII

(Amendments)

Sec. 1 Any amendments or changes in these By-Laws must be recommended by the Board of Directors and may be adopted by an affirmative vote of two-thirds (2/3) of the active members present at any General Membership Meeting, provided the number of active members in attendance at such meeting constitute a quorum, and provided further that a copy of the proposed amendments shall have been mailed to each member of the Association not less than five (5) days prior to the meeting at which action is to be taken or has been published in the official newsletter of the Association not less than 30 days prior to the meeting at which the action is to be taken.

SUMMARY OF CHANGE(s)

Article V, Section 2(0) approved by General Membership January 5, 1998

Article III, Section 1(E) (added) approved by General Membership May 4,1998

Article IV, Section 1(A) approved by General Membership May 4,1998

Article V, Section 4 approved by General Membership May 4,1998

Article VI, Section 3 approved by General Membership November 12,1998

Article V, Section 4 approved by General Membership April 13, 2000

Article V, Section 2(0) approved by General Membership June 4, 2001

Article V, Section 5 approved by General Membership January 6, 2003

Article V, Section 1 iii and iv approved by General Membership October 4, 2005

Article X approved by General Membership October 4, 2005

Article III, Section 1(F) (added) approved by General Membership October 9,2007

Article V, Section 1(A) (vii) (added) approved by General Membership October 9,2007

Article V, Section 4 approved by General Membership October 9, 2007

Article V, Section 5 approved by General Membership October 9, 2007

Article III, Section 1 approved by General Membership April 22, 2008

Article III, Section 1 and Section 3 approved by the General Membership June 9, 2009

Article V, Section 1(A) i-vi approved by the General Membership June 9, 2009

Article V, Section 2(A) and (0) approved by the General Membership June 9, 2009

Article V, Section 4 approved by the General Membership June 9, 2009

Article V, Section 8(8) approved by the General Membership June 9, 2009

Article VI, Section 1(A)i and Section 3 approved by the General Membership June 9,2009

Article IX, Section 1 (8) approved by the General Membership June 9, 2009

Article XII, Section 1 approved by the General Membership June 9, 2009

Documents

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