Article I: NAME
1.1 The name of this organization shall be the California Automatic Fire Alarm Association, Inc., (CAFAA) hereafter referred to as the Association.
Article II: OBJECTIVES
a. To establish and maintain high professional standards among the members within the automatic fire alarm industry.
b. To encourage sound business practices, methods, efficiency, harmony, and cooperation among its members and to raise the standing of the members in general within the fire alarm industry, and business community.
c. To oppose unfair trade practices.
d. To promote better relations between all of the individuals and organizations with which our members have business dealings.
e. To advocate, foster, and promote constructive legislation, which will help to insure the sound development of public safety within the State of California.
f. To make membership in this Association an assurance to the public of the skill, integrity, and responsibility of its members, by requiring that those admitted to membership shall have established an honorable reputation on these fundamental points, and by making continuance of such membership in this Association dependent upon the continued maintenance of such reputations and fair dealings with its employees, Association Members, and the public.
g. To foster, promote and defend sound and fair labor practices throughout the State of California.
h. To foster, promote, and advance the technical level of our field technicians by developing and maintaining individual and/or cooperative training programs to meet this objective.
i. To encourage active participation in the Code and Standards development and the implementation thereof.
ARTICLE III: PURPOSE
3.1 Purpose of the Association:
a. The purpose of this Association shall be to carry out the objectives as set forth in Article II, and in so doing:
3.2 Control of the Association:
a. The Board of Directors that is duly elected by the General Membership shall exclusively exercise the management, control and power of the Association. This duly elected Board of Director’s authorization and power shall be limited by the Bylaws contained herein.
ARTICLE IV: MEMBERSHIP
4.1 Association Membership:
a. The membership of this Association shall consist of:
4.2 Types of Membership:
a. Active Member (Voting)
b. Affiliate Member (Non-Voting)
c. Honorary Member (Non-Voting)
d. Complimentary Membership (Non-Voting)
a. No Affiliate, Honorary or Complimentary Member shall be permitted to hold office in the Association, be a member of the Board of Directors, or be entitled to an Association vote.
4.4 Transfer and Representation:
a. A member in good standing who retires from business may retain their active membership in the Association by the payment of regular dues as set forth in the Bylaws.
b. A member in good standing may designate an officer, agent, or employee of their organization to represent that member.
c. When a company changes its name as a result of a change in ownership, or for other reasons, it shall submit a letter of resignation and reapply for membership by submitting an application to the Association under the new company name, as outlined in Section 1 of the Bylaws. The new application shall include all applicable fees and charges as indicated in the Bylaws. Credit shall be given for prior fees paid, less such additional expenses incurred by the Association as determined by the Board of Directors.
d. Changes in company name, address, or designated representative shall be made in writing to the Association.
4.5 Suspension or Termination of Membership:
a. When any dues paying Association member fails to pay any dues, assessment, service fees or other indebtedness imposed by virtue of these Bylaws within ninety (90) days from the date of such indebtedness, such member shall be automatically terminated from membership, provided that such member shall be given notice in writing at least fifteen (15) days prior to the date such termination shall become effective.
b. The Board of Directors, by a two-thirds vote, may suspend or expel any member for actions deemed detrimental to the Association, including but not limited to the following grounds:
c. The Board shall first appoint an independent committee comprised of three members of the Board of Directors and two members at large from the Active (Voting) Members to fully investigate and verify all allegations and charges lodged against an Association member. The committee shall then make a report of their findings and a recommended course of action to the Board of Directors. The Board of Directors will then take action to reprimand, suspend, or expel a member for cause.
d. The period of such suspension shall not exceed three (3) months. At the next scheduled Board Meeting following the conclusion of such suspension, the Board shall consider reinstatement, further suspension or termination of membership.
e. Prior to any such suspension, termination or expulsion, the member shall be given at least fifteen (15) days notice in writing of the proposed action by the Board of Directors. The member shall be given the opportunity to submit a written appeal to the Board not less than five (5) days before the effective date of such suspension, termination or expulsion. The appellant shall also have the right to be appear before Board to discuss their appeal with the Board of Directors.
f. The Board of Director’s may reinstate a suspended or terminated member upon application by the suspended or terminated member and the showing of good cause within one hundred eighty (180) days after the date of such suspension, termination or expulsion.
g. If a member who has been terminated reapplies for membership to the Association, such terminated member shall submit a new application accompanied by payment of all unpaid dues, assessments, service fees or other indebtedness accrued during the time of the previous membership. Said applicant shall also submit evidence indicating that any terms or conditions for lifting the original termination have been satisfied.
ARTICLE V: SERVICE FEES AND ASSESSMENTS
a. The Association is formed as a nonprofit organization for the purpose as set forth in the Bylaws. In order for these purposes to be fairly accomplished; members shall be required to pay certain fees and assessments for services to the Association.
5.2 Determination of Service Fees:
a. Each year at the annual meeting or by a special meeting called by the President, the Board of Directors shall submit a schedule formula for dues, initiation fees, special assessments, and other amounts to be levied against and collected from each member.
b. Any changes from previous schedules in the dues, initiation fees, special assessments, or other amounts shall be approved by the general membership at this meeting.
a. Each member shall be responsible to the Association for the payment of their respective dues, initiation fees, special assessments, or other amounts due the Association, as set forth in Appendix 3.
ARTICLE VI: PAYMENT OF SERVICE FEES AND ASSESSMENTS
a. The fiscal year of this Association is January 01 through December 31.
b. The service fees for all members are due and payable annually in advance starting on October 01, are due on December 31 and become delinquent on January 01.
a. A member becomes delinquent if any fee, dues, or assessment payable to the Association is not paid when due and shall be subject to termination in accordance with Section 4.5, Suspension or Termination of Membership, of these Bylaws.
b. While delinquent, no member shall be privileged to vote or be entitled to publications or services from the Association.
c. While delinquent, no member may serve as an Officer or Member of the Board.
ARTICLE VII: BOARD OF DIRECTORS
7.1 Board of Directors:
a. The Board of Directors shall be duly elected annually by the general membership. This election shall take place at the Annual General Membership Meeting.
b. Eligibility to serve on the Board of Directors shall be limited to active members as defined in Article IV of the Bylaws.
c. Each Board Member shall serve for a period of one (1) year. The term of office shall begin at the time of inauguration at the Annual Meeting and continue until the following years inauguration.
d. The composition of the Board of Directors shall be:
e. For purposes of clarification:
f. In the execution of Association business, each Board Member shall have one (1) vote.
g. In the event of death, resignation or other vacancy or absence of a member of the Board of Directors, the vacancy shall be filled by the appointment of an active member in good standing as defined in Article IV of the Bylaws. The replacement shall be nominated by the President and approved by the Board of Directors.
7.2 Board Rules:
a. The Board of Directors may establish rules governing its own conduct and procedures and has such express or implied authority as is not inconsistent with or contrary to the Laws of the State of California or the Bylaws. It shall have full supervision of the business management of the Association and report thereon at the Annual Meeting.
b. A quorum for the transaction of all business shall consist of a majority of the members of the Board of Directors.
c. A Director shall receive reimbursement from the Association only for such expenses as are approved by the Board of Directors.
d. The Board may make or enforce rules for suspension and expulsion of Board Members from the Board of Directors for non-attention to duties or for cause.
e. The Association’s approval or endorsement of policies, activities, practices; commercial standards or other matters shall be given only by resolutions passed by the Board of Directors.
7.3 Board Powers:
a. Full control and management of the affairs of the Association shall be vested in the Board of Directors.
b. The Board of Directors shall operate pursuant to such budget, rules, or directives as may be adopted at the Annual Meeting.
c. No contract or other obligation of this Association shall be binding unless approved by or ratified by the Board of Directors.
7.4 Board Voting:
a. Actions taken by the Board of Directors shall require an approval vote of a simple majority of a quorum of the Board of Directors.
b. Regular Board of Directors voting shall be conducted by:
c. Interim: Board of Directors voting may be conducted between Regular Board meetings on issues the President may deem necessary by:
7.5 Board Committees:
a. The President and/or Board of Directors may appoint such standing and/or select committees as deemed necessary to conduct the Association’s affairs.
b. At the first regular meeting of the Board of Directors after the annual meeting, the newly elected President shall present a listing of the standing and select committees and reaffirm the membership therein or appoint new members and fill any existing vacancies.
c. Committees deemed no longer necessary shall be abolished with the consent of the Board of Directors.
ARTICLE VIII: OFFICERS
a. Each year a Nominating Committee shall be created composed of the Immediate Past President of the Board of Directors, who shall act as Chair, and two (2) active members of the Association.
b. The Nominating Committee shall meet a minimum of sixty (60), but not more than ninety (90) days prior to the Annual General Membership Meeting. The Nominating Committee shall meet at a time and place selected by the Chair, who shall notify committee members prior to the meeting.
c. The Nominating Committee at its meeting shall by a majority vote, select a slate of nominees for the Officers and the seven (7) Directors of the Association.
d. The Chairperson of the Nominating Committee shall present the slate of nominees selected by the Nominating Committee to the Board of Directors, by the last Regular Meeting before the Annual Meeting for publication in the Minutes.
e. The Chairperson of the Nominating Committee shall present the slate of nominees selected by the Nominating Committee to the Annual General Membership Meeting.
f. Nominations for Officers and Directors shall be opened to the General Membership at the Annual Meeting.
g. The General Membership at this annual meeting shall elect the Officers and Directors by a majority vote of the members present, to serve until their successors are duly elected at the following years Annual Meeting.
h. The outgoing Association President will act as Chair of the Annual Meeting.
a. The President, or in his/her absence either the Northern Vice President or the Southern Vice President, shall preside over all meetings of the Association and the Board of Directors. In the absence of both Vice Presidents, a temporary presiding officer shall be selected from the Board of Directors members present.
b. The President shall exercise general supervision over all the affairs of the Association.
c. The President shall be a member, ex-officio, of all Committees, but he/she shall not be counted in determining a quorum.
d. The Secretary shall keep a record of all proceedings and correspondence of the Association and the Board of Directors, and shall perform all other duties usually pertaining to the office of Secretary.
e. The Treasurer shall perform all duties usually assigned to this office, including but not limited to the keeping of records of all Association receipts and expenditures, submission of financial reports to the Board of Directors, preparation of an annual budget and shall give bond, if required by the Board of Directors.
ARTICLE IX: FUNDS AND FINANCES
a. This Association shall have the following fund accounts:
a. The Treasurer shall be the custodian of the General Fund Account and of all special fund accounts. He/she shall make payment only for items approved by the Board of Directors.
b. Payroll, routine monthly office overhead bills, and other administrative items, may be paid by the Treasurer without prior Board action, provided the same shall be reported in a hard copy general financial statement, at the next scheduled Board Meeting.
c. The Treasurer shall be authorized to sign checks for approved Association expenses up to $2,500.00. All checks over the amount of $2,500.00 shall bear two signatures, one signature by the Treasurer and one by the President, a Vice President, or the Secretary. In the absence or incapacity of the Treasurer, another officer may sign in his stead. Any officer of the Association may issue checks under the amount of $500.00, with the approval of the Board of Directors.
ARTICLE X: MEETINGS
10.1 Association Meetings:
a. Annual General Membership Meetings shall be held each year between January 1st and February 25th, as determined by the Board of Directors.
b. Written Notice of the Annual Meeting containing the time and location of the Meeting shall be sent via USPS mail or electronic mail to each member of the Association, at least sixty (60) days prior to the meeting date.
c. Special Meetings of the Association may be called by a two-thirds vote of the Board of Directors, provided that notice of the time, location, and purposed agenda shall be sent via USPS mail or electronic mail to each member of the Association, at least fifteen (15) days prior to the meeting date but not more than thirty (30) days in advance thereof. Only matters listed in the meeting notice shall be considered at a special meeting.
d. A majority vote of the Active Members actually present at any duly called Association meeting shall bind this Association, except as otherwise herein provided.
10.2 Board of Directors Meetings:
a. Regular Board Meetings:
b. Special Meetings:
ARTICLE XI: ASSOCIATION MANAGER
11.1 Management of the Association:
a. Management of the administrative affairs of the Association and duties incident to the administration of the Association’s objectives, may be vested in an Association Manager appointed or contracted by the Board of Directors. The Association Manager shall hold office at the discretion of the Board and shall report to the Board of Directors at every meeting thereof, unless otherwise excused.
11.2 Duties, Salary or Compensation:
a. The Board of Directors of the Association shall determine the duties, salary, and compensation of the Association Manager. The title, duties, employment and salaries of other employees of the Association Manager may be proposed by the Association Manager and are not subject to the approval of the Association’s Board of Directors.
b. The Association Manager shall send notices of meetings by regular mail and/or electronic mail to members of the Association and/or Board of Directors, as may be required.
c. The Association Manager shall keep a roll of the members of the Association.
d. The Association Manager may be assigned other projects and duties from time to time by the Association’s Board of Director as required in the operation of the Association’s business.
ARTICLE XII: MISCELLANEOUS
a. The Association may be dissolved by a two-thirds vote of approval of the General Membership at an Annual Meeting or by a two-thirds vote of approval of the entire Board of Directors.
b. In such event, all monies due the Association or monies derived from the sale of the Associations’ assets shall be distributed as set forth in the articles after payment of all just debts and obligations of the Association.
12.2 Conduct of Meetings:
a. Robert’s Rules of Order shall prevail at all meetings of the Association, including the Board of Director’s meetings, unless specifically provided otherwise in these bylaws.
a. All balloting and voting shall be conducted by voice vote unless a written ballot is demanded by 20% of the voters in attendance at any scheduled Association Meeting.
12.4 Use of Association Logo:
a. Members may use the logo of the Association on their stationary, advertising, buildings, job signs, equipment, or elsewhere after receiving approval to do so from the Board of Directors. All such requests for approval shall be submitted in writing and must include sufficient detail to indicate the exact use and purpose. (See Appendix 2).
12.5 Ethical Communications:
a. General: At all CAFAA Membership and Board of Director meetings, USPS mail, electronic mail, phone calls, and conference calls, the practice of good taste and politeness shall be followed. Since all meetings and emails are “on-the-record”, be sure all comments are appropriate for recording. If they are not, they are probably not proper for a CAFAA meeting and should not be made.
b. Topics: No commercial topics should be discussed, including, but not limited to:
ARTICLE XIII: BYLAWS AMENDMENT
13.1 Amendments to the Association Bylaws:
a. The Board of Directors may propose amendments, additions, or deletions to the Bylaws by a two-thirds vote of the entire Board of Directors.
b. The two thirds vote required by the Board of Directors may be obtained either by:
c. All proposed amendments, additions, or deletions to the Association Bylaws shall be presented in fully written form to each Association Member a minimum of thirty (30) days, and not more than seventy-five (75) days prior to a General Membership Meeting.
d. All amendments, additions, or deletions to the Bylaws shall be approved by a two-thirds vote of the General Membership present.
The Bylaws of the California Automatic Fire Alarm Association were approved and adopted by the Board of Directors meeting in Los Angeles, California, on February 9, 1970.
They were amended by action of the Board of Directors at the June 26, 1975 meeting in Canyon Lake, California and the amendments were ratified and confirmed at the September 11, 1975, Board of Directors meeting in San Francisco, California.
Article VI, revised June, 1980
Article VII, revised November, 1983
Article VII, Section 2, revised November, 1983
Article IV, amended May 23, 1985 (created Associate grade membership)
Ethics Committee Guidelines added as an appendix to the Bylaws, August 15, 1985
Logo Guidelines added as an appendix August 21, 1986
Article VII, Section 7.4, amended adding item c. during January 22-23 Annual Meeting 1987
Associate membership dues established at $35.00 (to receive meeting minutes), April 18, 1987
Article IV, Section 4.2b i. amended during Special Board Meeting August 20, 1988 (clarifies Affiliate Member class)
Article IV, Section 4.4d amended during Special Meeting August 20, 1988 (adds requirements of change to be in writing)
Article V, Section 5.2 amended during Special Meeting August 20, 1988 (adds “Special Meeting called by the President”)
Article VI, Section 6.1b amended during Special Meeting August 20, 1988 (changes date dues are payable and when delinquent)
Bylaws reprinted and distributed to membership, November 15, 1988
Bylaws reprinted and distributed to membership, March 15, 1995
Adopted Appendix 3 to the Bylaws August 19, 2004
Bylaws amended, revised, reprinted and distributed to the membership, August 19, 2004
Bylaws Amended February 5, 2010 as follows:
Section 4.2 d and 4.2e – grammatical correction
Section 4.5 – for compliance with new requirements of Nonprofit Corporation Law
Section 6.2 – for correlation with Section 4.5 changes
Section 7.3, 7.4, 7.5 – renumbered to correct sequence inconsistency
Section 8.2e – correct grammatical error
Section 8.2f – deleted as not a duty of the Treasurer
Section 10.1 – correct grammatical error
Article XI, Section 11.1, 11.2 – amended to properly represent position and title
Section 12.4 – corrected term used for consistency
Section 12.5 – added to correlate with AFAA agreement
History – correlation with numbering and for consistency through document
Bylaws Amended February 4, 2011 as follows:
Section 9.2b – Authorizes Treasurer to pay normal/regular bills without Board action
Section 9.2c – Increases Treasurer’s authority to sign checks (single signature) up to $2,500.00.
Bylaws Amended February 6, 2014 as follows:
Article IV 4.1 a – delete reference to ‘Associate’.
Article IV 4.2 c – delete description of ‘Associate’ membership and renumber to correct sequence.
Appendix 3 – delete reference to ‘Associate’. Add ‘$0’ to indicate complimentary fee for Honorary and Complimentary membership(s).
Article V1 6.1 a – change fiscal year to be from ‘Jan. 01’ through ‘Dec. 31’.
Article V1 6.1 b – change the date that dues can be paid in advance to ‘Oct. 01’ and change the delinquent date to ‘Jan. 01’.
Article X 10.1 b – delete the constraint of Annual Meeting notification.
Article XIII d-g – renumber to correct sequence to ‘a’ through ‘d’.
Bylaws Amended February 01, 2018, as follows:
Article VI 6.2 Delinquency – amended to rectify the Bylaw conflicts between 4.5 Suspension or Termination of Membership, 6.1 Obligation and 6.2 Delinquency.
Appendix 3: CAFAA Annual Dues for Affiliate Member dues amount
APPENDIX TO CAFAA BYLAWS
The name of this Committee shall be the Ethics Committee of the California Automatic Fire Alarm Association, herein referred to as the Committee.
The objective of the Committee shall be to assist the Association in the application of the Association’s objectives as outlined in Article II of the Bylaws or any other subject referred to the Committee by the Association President or Board of Directors.
The members of the Ethics Committee shall consist of a Chairman and four Association Members who shall serve at the pleasure of the Association President.
The President of the Association shall appoint a Chairman of the Committee in accordance with Article VII - 7.5 of the Bylaws.
Members appointed to the Committee shall be as recommended to the Association President by the Chairman of the Ethics Committee.
The President of the Association shall serve as an Ex-Officio member of the committee pursuant to Article VIII – 8.2c, of the Association Bylaws.
1. The Committee shall review items presented to it and recommend actions to be taken.
2. No action is to be taken directly by the ethic committee without prior instructions and directions from the Association’s Board of Directors except as provided in Item 7 herein.
3. The Committee shall not become involved in any situation not referred to the Committee by the Association Board of Directors except as provided in Item 7 herein.
4. The Committee shall review and recommend to the Board of Directors, actions to be taken relative to a CAFAA member or nonmember relating to “The Principle of right or good conduct and the principles of the Association as it relates to the sale, distribution, marketing and installation of fire protective signaling equipment, including the conduct of members and nonmembers of the Association wherein their actions can and would be deemed detrimental to the public safety of the citizens of California.
5. All conclusions and recommendations from the Committee referred to the Board of Directors shall be reviewed in a closed Board meeting prior to the Board instructing the Committee as to the actions(s) to be taken.
6. It is the intent that any action taken by the Committee must have full concurrence and support of the Board of Directors acting for the entire Association.
7. The Committee may, without Board approval, advise individuals, firms, corporations, or companies, if the California law requiring State Fire Marshal’s approval and listing prior to any fire alarm system or device being sold, offered for sale, marketed or distributed is found. Such advice shall simply indicate the provisions of the State law and offer assistance to the violator in obtaining the procedures for such approval and listing.
8. The Committee shall be a standing committee, which shall meet at the call of the Chairman and at such location, as he/she shall designate.
9. The Chairman of the Committee shall give a status report of the committee activities at each general membership meeting and at the request of the Association President.
Adopted as an Appendix to the Bylaws August 15, 1985.
APPENDIX 2: CAFAA LOGO GUIDELINES (Use of)
The CAFAA logo is registered as a membership identification mark. The Association prescribes acceptable use of the logo and expressly forbids the use of it to represent anything other than possession of membership. Possession of membership and use of the logo in no way constitutes or reflects CAFAA approval of any product, method or component. Furthermore, compliance of any such item with standards published or recognized by CAFAA is not indicated by presence of the logo. Prior to the use of the logo, the applicant intending to use the logo shall submit to the CAFAA Board of Directors, in writing, a request for such use, outlining the intended use. A sample of the use intended shall be submitted. The use of the logo shall be contingent upon written approval of the Board of Directors in accordance with the Bylaws of the Association.
The following is a partial list of permitted uses of the logo:
The above permitted uses are subject to written request for use and the submission of samples of the material intended for such use.
Adopted as an Appendix to the Bylaws August 21, 1986
APPENDIX: 3 ANNUAL CAFAA DUES
Annual dues shall be based upon the following formula:
Group 1 Active Member $625.00 50 or more Employees in California
Group 2 Active Member $475.00 6 to 49 Employees in California
Group 3 Active Member $325.00 1 to 5 Employees in California
Affiliate Member $10.00 Non-Voting Employees of an Active Member
Honorary Member - $0 - Non-Voting Past Members and Similar Persons
Complimentary Member - $0 - Non-Voting Government and Similar Persons
Adopted as an Appendix to the Bylaws August 19, 2004
Amended on February 01, 2018 – changed dues amount for Affiliate Member(s) from $200 to $10/year