SBCA CHAPTER PROCEDURES

FOR STARTUP AND OPERATION

 Table of Contents

SBCA’s Purpose ..............................................................................................................................1

The Purpose Behind Chapters..........................................................................................................1
Benefits of Chapter Membership .....................................................................................................2
Forming an SBCA Chapter..............................................................................................................3
Procedures for Chapter Creation..........................................................................................3
Two Routes to Forming an SBCA Chapter .........................................................................3
Pre-Existing Association Becoming a Chapter........................................................4
Forming New Local Organization ...........................................................................4
IRS Requirements/Compliance............................................................................................6
Procedures for Obtaining IRS Recognition of Tax Exempt Status .........................6
Acceptance by SBCA ..........................................................................................................7
Insurance ..............................................................................................................................7
Chapter Startup Checklist ....................................................................................................7
Interaction with SBCA.....................................................................................................................8
Chapter Benefits ..................................................................................................................8
Procedures for the Chapter Secretary ..................................................................................9
Procedures for Chapter Treasurer ......................................................................................10
Chapter Administration..................................................................................................................10
Suggested Program Topics/Activities................................................................................10
Chapter Administration by SBCA .....................................................................................12
Annual Workshop & Conferences .....................................................................................12
Appendix
Sample Bylaws
 SBCA Chapter Procedures For Startup and Operation

SBCA’s Purpose
SBCA’s membership includes firms and individuals committed to the promotion, expansion and
protection of the structural building components industry. For this industry to be successful, it must
be promoted on the national level, as well as on state and local levels.

SBCA was created to serve you—its membership. We can best do this by having good
communication with our members, and chapters are the best vehicle for this. It is our desire to help
our chapters be very successful. If we accomplish this our industry will also be very successful.

The Purpose Behind Chapters

SBCA is encouraging groups within reasonable geographic areas to form local chapters of the
association, so that a unified effort can be made to fulfill our mission. The local chapters are able to
address issues important to their particular area, thereby enhancing and advancing the entire
structural building components industry. This can be achieved with the assistance of SBCA by
continuing to develop industry standards, addressing national issues such as fire performance,
addressing political issues, both locally and nationally, developing educational and training
materials for industry customers as well as industry employees, and by acting as the unifying force
for all of these in the industry.

SBCA chapters play a key role in the future of the structural building components industry. For an
industry to be successful, it must have full participation of all of its members. Local chapters provide
the opportunity for all those associated with the industry to actively participate and shape its future.
From the sharing of ideas at the local level to bringing these ideas together at the national level,
members serve as the catalyst for a strong, unified, prosperous industry.

The Board of Directors of SBCA is structured so that chapter has representation. This ensures that
the needs of all the local chapters are heard, and that the focus and direction of SBCA accurately
reflects the majority of the industry. Through board representatives, all members of local chapters
are kept informed and are able to participate in the functions of the our industry. Most importantly,
an active association helps each member be more successful.
Page 2 SBCA Chapter Procedures For Startup and Operation

Benefits of Chapter Membership

One goal of SBCA is to help local manufacturers be more successful in their businesses by acting
collectively with their competitors on issues of common industry concern. A group of people
working together to promote a common interest will create results more effectively than individuals
working separately toward the same end, since there is no duplication of effort. Also, a unified
group has more clout than individuals acting alone. Some examples of goals more easily achieved
by a chapter than by individual companies are:

Education & Marketing: Since the association is viewed as an independent entity with no
proprietary interest and no strong product sales bias, it is easier to:
Provide education on the features and benefits of truss construction to contractors,
architects and engineers and, simultaneously, expand the market for the use of our
products.
Educate local building officials in the features and benefits of trusses, and their proper
use.
Educate fire officials about the truss industry, especially on the fire performance of
trusses.
Prepare promotional material for all truss manufacturers to use. We can provide
promotional materials with a consistent message to the marketplace at a reasonable cost
to produce.
Work with local technical schools to provide educational materials.
Educating yourselves in a variety of topics. See Suggested Program Topics on page 10
for more information.

Legislation: We can limit the amount of national legislation that is adverse to the structural
building components industry and/or small business interests by meeting with the staff of the
local congressional offices of your Representatives and Senators, or with the Representatives
and Senators themselves when they are in their home state. We can influence the way OSHA,
the Department of Labor, EPA, etc. impact our industry.

The same applies to state government. Usually there are key state legislators with whom we
can meet. Doing this our industry has a higher profile within state government, which allows
us to more easily learn about adverse legislation and have a means to influence it. At the state
level we can influence agencies like DOT, Department of Labor, etc.

It is also important to stay abreast of local ordinances and building code changes that are
adverse to the truss industry. These changes are often the most difficult track, and can greatly
restrict the use of our products. Once local ordinance and building code changes are
implemented, they are very hard to remove. Chapters have the opportunity to meet with key
groups in their state to build alliances instead of adversarial relationships through the
development and maintenance of good lines of communication. The more we find out about
adverse local action,s the more we can work on resolving issues during the development phase
rather than after implementation.

With a successful association, all members will be more prosperous than if the chapter were not
formed.
SBCA Chapter Procedures For Startup and Operation Page 3

Forming an SBCA Chapter

Procedures for Chapter Creation

Any group of component manufacturers (CM) in an area not included in a current SBCA chapter can
submit a request to form a chapter. There is no minimum number of CM companies required to start
a chapter. Upon deciding to become an SBCA chapter, the following should be sent to SBCA:
Chapter bylaws
List of officers
Dues structure
List of members
Description of the geographic area the chapter covers

A listing of members must be submitted (preferably in electronic format) to staff and should include:
Company name (corporate and d.b.a., if applicable)
Addresses of all locations (mail and physical, if applicable)
Representative (prefix, first, initial, last, suffix), title
Membership type (regular, associate, etc.)
Business Type
Phone
Fax
Email
Web address
Upon review of compliance with chapter organization procedures by its Board of Directors, SBCA
will grant chapter status for the stated geographical area. Upon receiving chapter status, the chapter
will elect a representative of the chapter to attend SBCA Board and Committee meetings. SBCA
Board and Committee meetings are open to any chapter members who want to attend and participate
in SBCA activities.

Two Routes to Forming an SBCA Chapter

There are two ways to form an SBCA chapter:

A pre-existing association can become a chapter

A new local organization can be formed
Page 4 SBCA Chapter Procedures For Startup and Operation

Pre-Existing Association Becoming a Chapter

An organization that existed apart from SBCA may become a chapter of SBCA as long as all CM
members of the chapter become members of SBCA. The only exception to this is for local
associations that were in existence as of October 22, 1994; in this case, component manufacturers
may continue to remain chapter members without joining SBCA for three years after the association
becomes an SBCA chapter. After this three-year period, chapter members must join SBCA.

Members of SBCA are not required to be members of a chapter in their area; however, SBCA
encourages national members in a chapter area to join the chapter.

Forming New Local Organization

SBCA assists individuals or companies in forming a chapter in areas where there is currently no
chapter or local association. The following guidelines will assist in this effort:

Initial Contact: Those wishing to begin a chapter should contact as many individuals or companies
as possible who would be interested in promoting the structural building components industry in
their area (this list can be obtained from SBCA). This establishes the interest and feasibility of
starting a chapter. Generally, those contacted are truss manufacturers or associated companies within
the geographic area the chapter would serve. It is recommended that you consider a state-wide
association, or at least an area that would have a minimum potential of thirty manufacturer members.
Since all manufacturers may not wish to participate, it would be necessary to have enough members
to accomplish your goals and objectives within the geographic area.

Committee Creation: After contacting these manufacturers and assessing their levels of interest, set
up a committee of four to six of the most interested people who are willing to invest time and effort
to work on the start-up of the organization.

Defining Purpose & Goals: The committee can then meet as a group and begin the preliminary
strategic planning of the purpose of the chapter and goals it wishes to accomplish. Having at least a
preliminary purpose and set of goals defined increases the interest and participation of the
manufacturers in the area, as individuals are motivated by seeing the benefits they will enjoy. It is
recommended that the purpose of the chapter be similar to that of SBCA, and be divided into two
areas:

Promoting the structural building components industry. Examples include education of

consumers, architects, engineers, builders, etc., regarding the attributes of trusses; improved
construction quality through using trusses; or providing seminars to framers and erectors on
the proper handling, erection, and bracing methods.
Promoting and protecting the business interests of those in the structural building
components industry. This might include involvement with government regulatory agencies,
such as model building code agencies, inspection departments, OSHA, EPA, DOT, etc.;
establishing standard practices for members; and providing educational seminars for members.

In order to assist you, a copy of the SBCA bylaws, sample chapter bylaws, and sample chapter
articles of incorporation are attached. Each of these has a section stating the purposes of the
association.
SBCA Chapter Procedures For Startup and Operation Page 5

Set the First Meeting: After drafting the preliminary purposes for the local association, establish a
date for the first meeting. It is suggested the initial organizing committee send notices of the meeting
to every manufacturer in the chapter area, explaining the need for the association, and describing the
preliminary purpose and goals. Staff is here to assist you in preparing and distributing the meeting
notice. Staff will also send you a list of manufacturers on file in your area, which you should review
and update. You should also plan to call all manufacturers and encourage them to come and
participate in the association.

First Meeting/Committee Creation/Getting Members: At the first meeting, discuss the need for a
chapter in the area, as well as the benefits companies will enjoy by being an active member. Spend
time revisiting the preliminary purpose and goals defined by the committee, and get input from those
present for changes or additions based on their concerns. Define the objectives that will assist you in
reaching your goals, and set up committees to work on these objectives. It is important that the
chapter address and respond to members’ needs, and encourage members to participate. It is not
necessary to have bylaws, or to be recognized by the IRS, before doing this preliminary work.
Quickly getting the members involved and working will instill more interest and involvement of the
potential members.

Bylaws/Incorporation: Create a committee within the organization to write association bylaws and
incorporate as a not-for-profit corporation under the appropriate state laws. It is recommended that
SBCA legal counsel or a local attorney be solicited to help with incorporation, and guide the
association in legal matters. It may be possible to find an attorney—possibly one who deals in
corporate and/or construction law—who might be interested in representing the association at little
or no fee in return for the exposure. The process for filing for incorporation will vary from state to
state.

The bylaws of the association need not be complicated. The attached bylaws of SBCA and sample
chapter bylaws may be used as a guide. Include in your wording that in order for the association to
become a chapter of SBCA, all component manufacturer chapter members must be members of
SBCA.

Other recommended topics for discussion at the first meeting are as follows:

Meetings - In the chapter’s area, meetings may be needed once a month until the association is
established. After that, specific meeting dates can be set up — quarterly, or as members
decide.
Location of Meetings - Meetings may either be moved from one part of the geographic area to
another, or stay in one location.
Agenda - Meetings may be working sessions of committees, socials with lunch and/or dinner,
educational formats with speakers, a combination of these, etc. Keep in mind that a well-
facilitated meeting with a clear agenda helps create the most results.
Time of Day - Meetings may be held during the day, evening, etc.
Dues - Project what the expenses for the chapter will be. Then decide whether there will be
initiation dues, yearly dues, etc., appropriate to these expenses. Decide what the dues levels
will be for regular members (manufacturing companies), associate members (supplier
companies) and professional members (individuals not actively connected with a company in
Page 6 SBCA Chapter Procedures For Startup and Operation

the other two categories). (It is also recommended that associate dues not exceed regular
member dues.) SBCA will invoice new members if the chapter desires (for both the chapter
and SBCA, and forward chapter dues to the chapter. This protects the financial information of
each company. See Procedures for Chapter Treasurer below.
Organization - The bylaws state how the association is organized and operates. Much of the
wording will probably be similar to the sample attached, but there are usually issues particular
to each group that will require discussion, such as membership and the makeup of the local
Board of Directors.
Membership - Type of memberships to be offered, such as regular, associate,
professional, academic, etc.
Board of Directors - How many individuals should serve on the board, how may
representatives from each area, length of service, terms in office to be staggered, etc. Is
the representative on the SBCA Board elected, appointed, or does a particular officer on
the local board automatically fill this role?
IRS Requirements/Compliance

SBCA chapters should have little difficulty gaining a tax exempt status under the provisions of
Section 501(c)(6) of the IRS code covering non-profit business leagues, which are defined as an
association of persons having some common business interest, the purpose of which is to promote
such common interest and not to engage in a regular business of a kind ordinarily carried on for
profit.

It is unlikely that the chapter will be recognized for exemption under Section 501(c)(3) of the IRS
Code, which covers charitable, religious, educational, scientific and literary organizations. To
qualify, the chapter would have to develop the case for exemption under the provisions of an
educational organization. Few professional organizations in the past have been able to do so.

Procedures for Obtaining IRS Recognition of Tax Exempt Status

1. The SBCA is a Corporation duly organized and existing under the General Not-For-Profit
Corporation Act of the State of Illinois.
2. SBCA has been recognized as a tax exempt organization under Section 501(c)(6) of the
Internal Revenue Code of 1986. The exemption is not established on a group basis, and
therefore does not cover chapters.
3. Each chapter must have its own identification number, even if it has no employees. To obtain
an identification number, each chapter must submit a completed IRS Form SS-4 to its
regional IRS office. In turn, the IRS advises the potential chapter of its identification number.
4. Chapter application for IRS recognition of tax exempt status is to be filed on IRS Form 1024
Application for Recognition of Exemption Under Section 501(a) (for 501(c)(6) status).
Appendix B of Form 1024, and IRS form SS-4 must be filed with the District Director for the
key IRS district in which the chapter is located.
5. A chapter may be required to file an annual information return, IRS form 990 (Return of
Organization Exempt from Income Tax).
SBCA Chapter Procedures For Startup and Operation Page 7

IRS Publication 557, Tax Exempt Status for your Organization, contains a great deal of valuable
information on getting tax exempt status for organizations. This publication, as well as Form 1024,
can be obtained in the following ways:

Online: http://www.irs.ustreas.gov/forms_pubs/pubs.html
Telephone: 1-800/TAX-FORM
Fax: 703/487-4160 (call 703/487-4608 with any problems)

Acceptance by SBCA

Upon acceptance of the chapter application by the SBCA Board of Directors, SBCA will recognize
and welcome the new chapter. A chapter plaque will be presented at the annual meeting held at the
Building Component Manufacturers Conference.

Insurance

SBCA carries liability insurance for its staff, officers and directors. Local chapters are responsible
for obtaining their own insurance, but they are encouraged to ask for inclusion on the SBCA
directors and officers insurance.

Chapter Startup Checklist

‰ Send the following to SBCA:

Chapter Bylaws
List of Officers
Dues Structure
Definition of geographic area
List of Members including:
Company name
Representative, title
Address Physical and Mailing
Telephone, fax
Nature of business/type of membership
Email
Web Address
‰ File to tax exempt status under Section 501(c)(6) of the IRS Code.
‰ Obtain insurance.
Attached: SBCA Bylaws
Sample Chapter Bylaws
Sample Articles of Incorporation
Page 8 SBCA Chapter Procedures For Startup and Operation

Interaction with SBCA

This section outlines the procedures that SBCA follows with chapters to maintain their efficient
operation, as well as keeping communications both ways up to date. These are broken down into
chapter benefits, procedures for chapter secretary, and procedures for chapter treasurer.

Chapter Benefits

The single greatest benefit is that SBCA staff wants to help you, in any way that we can, to be the
most successful group that you can be. We are here to serve your needs. There are several ways that
chapters can interact with and get support from SBCA:

Education: SBCA would like to help plan and coordinate educational programs.Staff is
willing to travel to chapters to provide educational seminars when time and budgets permit,
and we will also assist with “train the trainer” seminars to provide chapter members with the
tools to assist them in providing programs themselves. We can then assist the chapter in
creating flyers and seminar promotion in local areas.
Political Issues: We have found that the most important voice in Congress is the local voice.
Chapters can best limit legislation that could be adverse to the structural building components
industry by meeting with their Representatives and Senators in their state. Each Congressional
Representative has a local office. Staff is able to assist chapters in setting up a meeting with
the Representative or Senator, or one of their key staff people, so that we can have a voice on
key legislative issues. The same is true for meetings with State legislators.

It is also important to stay abreast of local ordinances and building code changes that could be
adverse to the structural building components industry; the chapter has a better opportunity to
influence the process. SBCA cannot keep up with all local issues, yet we are very willing to
provide support when a problem occurs. Many issues have similarities to those we have dealt
with in other areas of the country. At times, SBCA can lend added credibility to a local
chapter’s efforts on an issue.
Programs: We have created programs to expand the knowledge resources of our business.
This includes our Risk Management Seminars, Truss Technician Training, Truss Technology
Workshops, etc. It is our desire to assist the chapter in effective use of these programs so our
entire industry gets stronger, which follows our belief that “knowledge is power.”

SBCA’s quality control program, In-Plant SBCA QC, has been found to be an excellent
training tool for your manufacturing personnel. You can also use it to promote your plant’s
quality performance to your customers.
Communication: SBCA will communicate with chapters on an ongoing basis through
correspondence and personal contacts. Chapter Focus, a monthly fax/email newsletter, is
another vehicle for sharing information between and within Chapters. Many issues can be best
addressed collectively, and chapters are an excellent mechanism for SBCA to communicate
with members. Furthermore, our goal is to attend one chapter meeting per quarter for each of
our chapters.
SBCA Chapter Procedures For Startup and Operation Page 9

Building Component Manufacturers Conference (BCMC): Chapters may meet at the

BCMC, as well as become more involved in the conference itself.
Support SBCA Activities: SBCA will use the membership list supplied by the chapter for
membership development and conference promotions. SBCA can also supply chapters with
periodic listings of SBCA members in a particular area.
Structural Building Components Magazine: SBCA chapters place announcements and other
related information in the Chapter Corner section of the magazine. This forum allows chapters
to publicize what they are involved with in their local markets as well as announce meeting
dates and other events. In addition, there is a Chapter Spotlight article that highlights the
achievements of a particular chapter or group of chapters.
www.sbcindustry.com: Each chapter has a page on the SBCA web site. Useful for sharing
information, we will post chapter newsletters and other items of interest.
Logos: Chapters may use the SBCA logo on chapter stationery, etc. Staff can also assist you in
designing a chapter logo.
Procedures for the Chapter Secretary
This document assumes that chapter secretaries have as their responsibilities those shown below. If
this is not the case, then please coordinate responsibility for these tasks with the appropriate
individual(s), and let us know who will be accomplishing them:
Maintain database of active members
Maintain copies of meeting minutes
Maintain other pertinent chapter documents, e.g., bylaws, articles of incorporation, etc.

Please be sure each of the following tasks is completed, whether they are one-time such as the first
few, or ongoing tasks, such as the latter. The more information we have, the better we can help
promote your events and chapter:

‰ File copy of your bylaws with SBCA.

‰ File copy of your articles of incorporation with SBCA.
‰ Ensure SBCA has a current roster of your members, including:
Company name (corporate and d.b.a., if applicable)
Address of all locations (mail and physical, if applicable)
Representative (prefix, first, initial, last, suffix), title
Membership type
Business Type
Phone
Fax
Email
Web address
‰ Schedule of meetings and events throughout the year.
‰ Copies of all meeting minutes.
Page 10 SBCA Chapter Procedures For Startup and Operation

This last task is probably the most forgotten and may be one of the most important. The more aware
we are of the pertinent issues your chapter faces, the more support we can give you.

Procedures for Chapter Treasurer

This document assumes that chapter treasurers have as their responsibilities those shown below. If
this is not the case, please coordinate responsibility for these tasks with the appropriate
individual(s):

Maintain financial records of chapter, including amounts of chapter dues paid by chapter
members.

For several years, SBCA has successfully and efficiently invoiced for chapter dues while invoicing
for national dues, including chapter members who are not national members. Here are the
procedures and the timeline if we invoice for your chapter:
April 10: If SBCA has not received a list of chapter members, all information for each member
as discussed in the previous section is due by this date. If SBCA already has a list of a
chapter’s members, we will send out a list of members on or about this date to be proofed by
chapter treasurers. SBCA will also need to know the dues amounts for each membership type.
April 20: Proofed membership lists are due back to SBCA.
May 15: SBCA mails dues invoices for the following year.
June 30: Due date for dues payments.
15th of each month: Each month SBCA creates a report of dues received for each chapter, and
sends this list with payment to chapter treasurers. If chapter dues are paid to us by separate
check, these checks are simply signed over to the chapter. If chapter dues are combined with
national dues, SBCA cuts a check and delineates what amounts were paid by what companies,
and date.

Chapters must let SBCA know how they wish to handle companies who do not pay dues in a
previous year. You can choose whether to bring past due balances forward. Chapters also specify if
they would like dues pro-rated throughout the year.

We hope this document clearly outlines the procedures we will use to help you accomplish your
goals. If you have any questions or concerns, please let us know.

Chapter Administration

Suggested Program Topics/Activities

One valuable function of a thriving chapter is the educational programs that can be given to chapter
members, and activities the chapter can undertake. Shown below is a list of suggested topics. Please
let us know of others you would like to see on this list, which will benefit other chapters!
SBCA Chapter Procedures For Startup and Operation Page 11

Legislative Issues Marketing/Education

Work with staff on issues that the Develop mailing lists for all
Legislative Committee is groups for Truss Technology
addressing workshops
Set up meetings with State & Builders
Local legislators Building Officials
Fire Issues Architects/Engineers
Schedule plant tours for the local Fire Performance (for fire
fire service officials)
Distribute Carbeck CDs Local Region Chapter Marketing
campaigns
Develop mailing list of training
groups and plan seminars Component Technology Workshops
Get on Fire Official Organization's Job Costing/other accounting issues
Speaking Schedule
Plate supplier business programs
Field Trips/Plant Tours Bar coding
Tour members’ component Time and motion management
manufacturing facilities Set-up management
Organize lumber/panel plant mill Truss Plant flow Management
tours
Shipping
Tour supplier plants
State Regulations
Supplier Presentations
Presentation by DOT
Lumber Trailer Company New Product
Plates Presentations
Hangers Chapter Planning
I-joists
Need good databases of contacts
Guest Speakers or Roundtable Meetings Sketch out the plan for chapter
Architects/Engineers educational programs
Builders Sketch out plan for trade shows for
Building Officials the chapter to attend
SBCA programs available to Plan for submission to get on
chapters/individual companies speaker list for local organizations
like CSI, AIA, ASCE, Building
In-Plant SBCA QC
Official Groups, Builders
Operation Safety
Association, etc.
TTT
CTW Review Local Projects for Images to
ORisk enhance Industry Educational Programs
Seminars Tour Local Truss and Stick-Frame
Projects and Critique—How can the
Risk Management
industry do things better for the builders.
Safety
Workers’ Comp Industry Management
Work with SBCA and Chapters
on: Standard Bid Form &
Standard Checklist to use for Bids.
Page 12 SBCA Chapter Procedures For Startup and Operation

Considering day-to-day operations, Staff Leasing

what other areas do you wish as a Workers’ Comp
manager everyone did the same Credit Insurance
way to lessen confusion in the General Liability
market place? Develop a standard Reducing Insurance Costs
industry approach for items like Safety Planning OSHA
this.
Insurance Issues

Chapter Administration by SBCA

Many chapters do not have administrative support staff, so chapter members are required to perform
administrative tasks on a volunteer basis. In instances where chapters would like assistance with
these functions, SBCA staff can provide administrative support such as arranging speakers for
meetings, working with hotels, creating agendas, sending out meeting notices, handling accounting
and the chapter checkbook, etc. Staff also assists chapters in creating and maintaining web sites.
Chapters only pay for the amount of staff time (plus expenses) that is spent on administration.
Though SBCA invoices on a quarterly basis to cover on-going expenses, there is a year-end
reconciliation whereby any unused funds are credited to the chapter or any deficits are invoiced. The
rates SBCA uses are set annually and were lowered in 2004. The rates are:
Two Meetings per year: $200 per quarter,
Three Meetings per year: $350 per quarter,
Four Meetings per year: $500 per quarter.

Chapters decide which of the typical administrative services they would like handled by staff and if
they would like any additional services not mentioned in the list above.

Annual Workshop & Conference (formerly Chapter Summits)

SBCA will set up an Annual Workshop & Conference (formerly Chapter Summit). The purpose of
the workshop is to discuss hot topics and set priorities as well as provide a forum for chapter
members to communicate with staff and other chapters specifically about chapter issues. The
workshops allow different chapters to share ideas and learn from each other’s experiences. In 2009
and 2010, the Workshop was held as a series of online meetings via SBC Connection which allowed
participants to attend the online meetings without having to travel to a central location.
SBCA Chapter Procedures For Startup and Operation Page 13

APPENDIX A
BYLAWS
OF
[SBCA – xxx]

I.
PURPOSES

The purposes of the Association as stated in the Articles of Incorporation are to advance the interest
of its members by promoting and providing for the welfare of the regional structural building
components industry, including but not limited to, analyzing and informing the members of
conditions affecting or which may affect the industry, informing members of improved operating
methods and procedures, conducting education and research activities, technical education,
formulating or assisting in the formulation of tests and test methods for industry products,
representing the industry in contacts and relations with other organizations, the government and the
public, and in general, engaging in all lawful activities which will enhance the technical and
economic progress of the industry.

II.
MEMBERS

SECTION 1. CLASSES OF MEMBERS. The Association shall have four classes of members. The
designation of such classes and the qualifications of the members of such classes shall be as follows:

A. Regular Members: Any person or business entity with permanent facilities for the manufacture
and sale of structural building components in [this state], or doing business in [this state], shall
be eligible for membership as a Regular Member. All Regular Members must be members in
good standing of the Structural Building Components Association (SBCA).

B. Associate Members: Any person or business entity with a legitimate interest in the purposes of
the Association shall be eligible for membership as an Associate Member. Associate Members
shall have no voting rights, but their representatives shall be entitled to attend membership
meetings, shall be eligible for appointment to committees, including the chairmanship thereof,
and may vote at committee meetings.

C. Professional Members: Any individual, not actively connected with the business of a firm,
partnership or corporation which is eligible for membership as a Regular Member or an
Associate Member, who has professional qualifications pertaining to trusses, wall panels and
subcomponents, and interested in furthering the purposes of the Association, may be eligible for
membership as a Professional Member. Professional Members shall have no voting rights, but
their representatives shall be entitled to attend membership meetings, shall be eligible for
appointment to committees, including the chairmanship thereof, and may vote at committee
meetings.
Page 14 SBCA Chapter Procedures For Startup and Operation

D. Honorary Members: A Honorary Member must be an individual and not an organization, and
will not include any Regular Member or Associate Member, and shall be selected following the
vote of the majority of the Board of Directors at a regularly scheduled meeting

Only Regular Members shall have voting rights as members. Associate and Professional Members
shall have no voting rights, but their representatives if such member is a company, or individually,
shall: (1) be entitled to attend Association meetings; (2) be eligible for appointment to committees of
the Association as a voting committee member, including the chairmanship thereof; (3) be eligible
for appointment to the Board of Directors as a voting Board member; and (4) have such other rights
and privileges as may be designated by the Board of Directors.

SECTION 2. APPLICATION FOR MEMBERSHIP. Those individuals, firms, partnerships, or

corporations which may from time to time seek membership in the Association shall apply therefor
to the Association in writing, which application shall state the name, location and nature of the
business of the applicant and shall contain an agreement that if admitted to membership the
applicant will observe all provisions of the Association's articles of incorporation and its bylaws and
will pay all applicable dues and assessments. Applications for membership shall be referred to the
Board of Directors. If the Board of Directors finds an applicant to be qualified for membership, such
applicant shall be admitted to membership as a member of the appropriate class. An individual, firm,
partnership or corporation which is eligible to apply for more than one class of membership shall
apply for the class of membership for which it is eligible which has highest dues. In the event a
member becomes eligible for a class of membership which has lower or higher dues than the class to
which such member then belongs, such membership shall terminate at the end of the then current
fiscal year, and such member shall be required to reapply for membership as a member of the class
for which it is eligible which has the appropriate dues.

SECTION 3. TERMINATION OF MEMBERSHIP. Membership shall terminate automatically

upon the resignation, death or dissolution of a member. In addition, the Board of Directors, by
majority vote may suspend or expel a member for cause after an appropriate hearing, and may, by
majority vote of those present at any regularly constituted meeting, terminate the membership of a
member who becomes ineligible for membership, or suspend or expel a member who shall be in
default in payment of dues for the period fixed in Article XI of these Bylaws, or shall fail to comply
with these Bylaws or with any reasonable regulation or rule established by the Board of Directors.

SECTION 4. RESIGNATION. Any member may resign by filing a written resignation with the
Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any
dues, assessments or other charges therefore accrued and unpaid.

SECTION 5. REINSTATEMENT. Upon written request signed by a former member and filed
with the Secretary, the Board of Directors may, by affirmative majority vote of the members thereof,
reinstate such former member to membership upon such terms as the Board of Directors may deem
appropriate.

SECTION 6. TRANSFER OF MEMBERSHIP. Membership in the Association is not transferable

or assignable.
SBCA Chapter Procedures For Startup and Operation Page 15

III.
MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. The annual meeting of the Association shall be held at a time
and place to be determined each year by resolution of the Board of Directors.

SECTION 2. SPECIAL MEETINGS. Special meetings may be called by the President, by the
Board of Directors, or by not less than one-third (1/3) of the members qualified to vote.

SECTION 3. NOTICE. Written notice stating the place, day, and the hour of any meeting and, in
the case of a special meeting, the purpose or purposes of the meeting shall be delivered no less than
5 nor more than 60 days before the date of the meeting, or in the case of the removal of one of the
directors, a merger, consolidation, dissolution or sale, lease, or exchange of assets, not less than 20
nor more than 60 days before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the meeting, to each
member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the member at the member’s address as it
appears in the records of the corporation with postage paid thereon.

SECTION 4. QUOROM AND VOTING. The members holding one half (1/2) of the votes, which
may be cast at any meeting, or being actually present, shall constitute a quorum at such meeting. If a
quorum is not present at any meeting, a majority of the members who are present may adjourn the
meeting at any time without further notice. At any adjourned meeting at which a quorum shall be
present any business may be transacted which might have been transacted at the original meeting;
withdrawal of members from any meeting shall not cause failure of a duly constituted quorum at that
meeting.

IV.
BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Association shall be managed
by its Board of Directors.

SECTION 2. NUMBER AND TENURE. The Board of Directors shall consist of the four (4)
officers and one (1) or more members elected at large. The term for each is two (2) years (except
that at the discretion of the Board of Directors such terms may from time to time be staggered for
one or two year terms).

SECTION 3. EXECUTIVE COMMITTEE. If at such time the Board of Directors becomes too
large to handle the affairs of the Association in an efficient and timely fashion, an Executive
Committee may be established. The Executive Committee will consist of a minimum of three (3)
officers and directors, and it will serve at the pleasure of the Board.

SECTION 4. ATTENDANCE AT MEETINGS. Any director unable to attend a meeting of the

Board of Directors shall so notify the President in writing prior to such meeting, stating the reason
therefor. In the event a director fails to attend two regular meetings of the Board of Directors within
Page 16 SBCA Chapter Procedures For Startup and Operation

one year, for reasons which the Board of Directors has failed to declare to be sufficient, or in the
absence of written explanation, the remainder of the Board, may by resolution, declare such
director’s resignation shall be deemed to have been tendered and accepted.

SECTION 5. REGULAR MEETINGS. The Board of Directors may provide by resolution the time
and place for the holding of regular meetings of the Board without notice other than such resolution.

SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by
or at the request of the President or any two directors. The person or persons authorized to call
special meetings of the Board may fix any place as the place for holding any special meeting of the
Board called by them.

SECTION 7. NOTICE OF SPECIAL MEETINGS. Written notice of any special meeting of the
Board of Directors shall be given at least ten days previously thereto to each director at his address
shown on the records of the Association. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed envelope so addressed, with postage paid
thereon. Confirmation of notice by facsimile, telegraph or email shall be considered effective notice.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board needs to be specified in the notice or any waiver of notice of such meeting, unless specifically
required by law or by these Bylaws. Meetings of the Board of Directors may be held by telephone
conference call wherein all participants can hear every other participant.

SECTION 8. QUORUM. A majority of the Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board, provided that if less than a majority of the
directors are present at said meeting, a majority of the Directors present may adjourn the meeting to
another time without further notice.

SECTION 9. MANNER OF ACTING. The act of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater
number is required by statute, these Bylaws, or the Articles of Incorporation. Proxy voting shall not
be permitted.

SECTION 10. COMPENSATION AND QUALIFICATIONS. Directors shall be Members.

Directors shall not receive any stated salaries for their services, but by resolution of the Board of
Directors a fixed sum and expenses of attendance, if any, may be allowed for each regular or special
meeting of the Board, provided that nothing herein contained shall be construed to preclude any
director from serving the Association in any other capacity and receiving reasonable compensation
therefor.

SECTION 11. VACANCIES. Any vacancy occurring in the Board of Directors or any directorship
to be filled by reason of increase in the number of directors shall be filled by the Board of Directors
unless the Articles of Incorporation, a statute, or these Bylaws provide that a vacancy or a
directorship so created shall be filled in some other manner, in which case such provision shall
control. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor
in office.

SECTION 12. RESIGNATION AND REMOVAL. Any director may resign at any time by written
tender at any meeting of the Board, or by giving written notice to the Secretary of the corporation.
SBCA Chapter Procedures For Startup and Operation Page 17

Such resignation shall be effective when tendered, and the acceptance of such resignation shall not
be necessary to make it effective. In addition, a director may be removed with or without cause at a
meeting of the members by vote of two-thirds (2/3) of the members entitled to vote. No director
shall be removed at a meeting of members unless the written notice of such meeting is delivered to
all members entitled to vote on removal of directors. Such notice shall state that a purpose of the
meeting is to vote upon the removal of one or more directors named in the notice.

SECTION 13. DUTIES, RESPONSIBILITIES AND ACCOUNTABILITY OF ALL

DIRECTORS. All Directors shall meet certain standards of conduct and attention to his/her
responsibilities to the Chapter and the Structural Building Components Association (SBCA)
including:

A. Exercising due care in all dealings with the Chapter and SBCA and their respective interests.
This includes careful oversight of financial matters and reading of minutes and Chapter and
SBCA policies, attention to issues that are of concern to the Chapter and SBCA, and raising
questions whenever there is something that seems unclear or questionable;

B. Avoiding conflicts of interest, including the appearance of conflicts of interest. This includes
personal conflicts of interest or conflicts with other organizations with which a Director is a
member. The Chapter recognizes however that associate member representatives may find
themselves at times in a position where their interests are not perfectly aligned with component
manufacturer representative Directors and in those instances such associate member
representative Directors shall clearly identify areas of potential conflict of interest prior to taking
action with respect to the Chapter in their positions as Directors; and;

C. Obedience to the Chapter’s and SBCA’s central purposes must guide all decisions. Directors
must also ensure that the Chapter functions within all legal requirements and its own bylaws and
other policies.

Additionally, all component manufacturer representative Directors shall (i) Use reasonable efforts to
implement the Chapter and SBCA mission statements; (ii) Contribute to the policy formation
process of the Chapter and SBCA by offering opinions, discussion and drafts of new policies or
policy modifications; (iii) Use reasonable efforts to develop and strengthen, through the Chapter and
SBCA policies, practices, products and services, the structural building components industry; (iv)
Assist in the mentoring of SBCA staff through providing industry knowledge; (v) Communicate
with and seek the assistance and expertise of SBCA and its staff regarding issues and activities
locally and regionally concerning industry matters pertaining to legislation and regulation, building
codes, engineering practices and requirements, education/training opportunities, industry risk issues,
insurance, or the quality or fire performance of structural building components; and (vi) Report to
SBCA on chapter activities, policies, meetings and undertakings.

V.
OFFICERS

SECTION 1. OFFICERS. The officers of the Association shall be a President, a Vice President, a
Secretary, and a Treasurer. Officers whose authority and duties are not prescribed in these Bylaws
shall have the authority and perform the duties prescribed, from time to time, by the Board of
Page 18 SBCA Chapter Procedures For Startup and Operation

Directors. Any two or more offices, except the offices of President and Secretary, may be held at the
same time by the same person. The officers shall be elected by and serve at the pleasure of the Board
of Directors.

SECTION 2. PRESIDENT. The President shall be the principal executive officer of the
Association. Subject to the direction and control of the Board of Directors, he shall be in charge of
the business and affairs of the Association; he shall see that the resolutions and directives of the
Board of Directors are carried into effect except in those instances in which that responsibility is
assigned to some other person by the Board of Directors; and, in general, he shall discharge all
duties incident to the office of president and such other duties as may be prescribed by the Board of
Directors. He shall preside at all meetings of the members and of the Board of Directors. Except in
those instances in which the authority to execute is expressly delegated to another officer or agent of
the Association or a different mode of execution is expressly prescribed by the Board of Directors or
these Bylaws, he may execute for the Association any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed, and he may accomplish
such execution individually or any other officer thereunto authorized by the Board of Directors,
according to the requirements of the form of the instrument. He may vote all securities which the
Association is entitled to vote except to the extent such authority shall be vested in a different officer
or agent of the Association by the Board of Directors.

SECTION 3. VICE PRESIDENT. The Vice President shall exercise all of the powers and
functions of the President when the latter is absent or unable to act, or in case a vacancy exists in the
Presidency.

SECTION 4. SECRETARY. The Secretary shall record the minutes of the meetings of the
members and of the Board of Directors in one or more books provided for that purpose; see that all
notices are duly given in accordance with the provisions of these Bylaws or as required by law; be
custodian of the corporate records; keep a register of the post office address of each member which
shall be furnished to the Secretary by such member, and perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by the President or by
the Board of Directors. The Secretary may delegate his duties to the extent provided in any
resolution passed by the Board of Directors.

SECTION 5. TREASURER. The Treasurer shall be the principle accounting and financial officer
of the Association. He shall have charge of and be responsible for the maintenance of adequate
books of account for the Association; have charge and custody of all funds and securities of the
Association, and be responsible therefor, and for the receipt and distribution thereof; and perform all
the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. The Treasurer may delegate his duties to
the extent provided in any resolution passed by the Board.

SECTION 6. ELECTION AND TERM OF OFFICE. The election of the officers shall be ratified
by the Regular Members at the annual meeting of Members or through a mail (including U.S. mail,
electronic mail or facsimile) ballot. Officers shall take office on the first day of the month following
the annual meeting of the Members. Election of an officer shall not of itself create contract rights.
The term of office is two years.
SBCA Chapter Procedures For Startup and Operation Page 19

VI.
ACTION WITHOUT A MEETING

Any action required to be taken at a meeting of the members or of the Board of Directors, or any
action which may be taken at a meeting of the members or of the Board of Directors, may be taken
without a meeting if a consent in writing, setting forth the action to be taken, signed by all of the
members entitled to vote with respect to the subject matter thereof, or all of the Directors as the case
may be, is filed in the minutes of the proceedings of the members, or of the Board. Such consent
shall have the same effect as a unanimous vote.

VII.
COMMITTEES

A majority of the directors may create one or more committees and may appoint directors or such
other persons as the Board designated to serve on the committee or committees. Each committee
shall have one or more directors and all committee members shall serve at the pleasure of the Board.

VIII.
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent
or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into
any contract or execute and deliver any instrument in the name of and on behalf of the Association
and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued in the name of the Association, shall be
signed by such officer or officers, agent or agents of the Association and in such manner as shall
from time to time be determined by resolution of the Board of Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by the Treasurer or an
Assistant Treasurer and countersigned by the President or other Vice President of the Association.

SECTION 3. DEPOSITS. All funds of the Association shall be deposited from time to time to the
credit of the Association in such banks, trust companies, or other depositories, as the Board of
Directors shall select.

SECTION 4. GIFTS. The Board of Directors may accept on behalf of the Association any
contribution, gift, bequest, or devise for the general or for any special purpose of the Association.
Page 20 SBCA Chapter Procedures For Startup and Operation

IX.
BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep
minutes of the proceedings of its members and Board of Directors, and shall keep at the registered or
principal office a record giving the names and addresses of the members entitled to vote. All books
and records of the Association may be inspected by any member entitled to vote, or that member’s
agent or attorney, for any purpose at any reasonable time.

X.
FISCAL YEAR

The fiscal year of the Association shall be fixed by resolution of the Board of Directors Calendar
year.

XI.
DUES

SECTION 1. ANNUAL DUES. The Board of Directors shall establish the initiation fee, if any, and
the annual dues of members, and the date for payment thereof. The Board of Directors may establish
classifications of members for dues purposes and establish different dues for different classes. The
Board of Directors may make special arrangements for payment of dues by new members, or by
other members, for limited periods of time as in its sole discretion seems justified.

SECTION 2. ASSESSMENTS. The Board of Directors may levy special assessments on the same
proportionate basis as annual dues by affirmative vote of two thirds of all directors, payable as
specified by the directors; provided however, that no special assessment shall be in an amount
greater than the annual dues payable by the class or members upon whom any special assessment is
levied.

SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any

class shall be in default in the payment of any dues for a period of three months from the beginning
of the period for which such dues became payable, his membership may thereupon be terminated by
the Board of Directors on the manner provided in Article II of these Bylaws.

XII.
SEAL

The Association shall not have a seal.

SBCA Chapter Procedures For Startup and Operation Page 21

XIII.
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Act, under the Articles of
Incorporation, or under these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless
the person at the meeting objects to the holding of the meeting because proper notice was not given.

XIV.
AMENDMENTS

These Bylaws may be altered, amended or repealed and new or additional bylaws may be adopted
by any regular or special meeting of the Board of Directors at which a quorum is present and
provided that at least fifteen days’ written notice is given of intention to alter, amend or repeal or to
adopt new bylaws at such meeting. A copy of the proposed amendment to the bylaws must also be
enclosed with the copy of the notice of the meeting.

XV.
IDEMNIFICATION

Any person made a party to or threatened with any civil or administrative action, suite or proceeding
by reason of the fact that the person is or was a director or officer of the Association shall be
indemnified by the Association against the reasonable expenses, including attorney’s fees, actually
and reasonably incurred by the person in connection therewith. This obligation of indemnification
by the Association shall be construed to afford the persons protected indemnification to the greatest
extent now or hereafter allowed by any statutory or common law including subsequent amendments
to law which my increase the protection to be afforded such persons. The association shall purchase
insurance coverage for the purpose of providing funds adequate for this indemnification.