Final Revision - 081105
|Table of Contents|
|Article I - Name and Location
Article II - Vision & Mission
Article III - Membership
Article IV - Organization Structure
Article V - Dues
Article VI - Meetings of Members and Voting
Article VII - Officers
Article VIII - Duties of Officers
Article IX - Board of Directors
|Article X - Executive Committee
Article XI - Special and Standing Committees
Article XII - Executive and Staff
Article XIII - Finance
Article XIV - Dissolution
Article XV - Rules of Order
Article XVI - Amendments
Attachment A - Membership Dues Structure
SECTION1. The name of this organization shall be the CLEANING INDUSTRY RESEARCH INSTITUTE (CIRI), a nonprofit corporation incorporated in the city of Albany, NY.
SECTION 2. Offices of the Institute shall be located in Albany, NY and/or in such other localities as may be determined by the Board of Directors.
SECTION 3. Nonprofit Operation. The corporation shall be operated exclusively for purposes within the meaning of section 501(c)(3) of the Code as a nonprofit corporation. No Director of the corporation shall have any title to or interest in the corporate property or earnings in the Director’s individual or private capacity, and no part of the net earnings of the corporation shall inure to the benefit of any Director, Officer or any Member or individual.
SECTION 4. Non-Discrimination. The Members, Directors, Officers, Committee Members and Employees of the Institute shall be selected in a non-discriminatory basis with respect to race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, and marital or family status.
SECTION 1. Vision:
CIRI will raise awareness of the importance of cleaning through scientific research.
SECTION 2. Mission:
CIRI creates an enhanced positive public perception of the health benefits and productivity gains due to the cleaning industry.
To accomplish this mission, CIRI will:
SECTION 1. Regular Membership: Membership in the Institute, with voting rights, shall be composed of individuals and organizations concerned with cleaning sciences including, but not limited to: building owners and facility managers; product manufacturers and distributors; building service contractors, facilities maintenance managers and staff; representatives of federal, state and local governmental agencies; non-profit/tax exempt organizations; trade associations; professional firms; academicians, researchers, consultants, educators and trainers.
SECTION 2. Associate Membership: Individuals not affiliated with any organization or association noted in Section 1 may also join, as non-voting Associate Members.
SECTION 3. Categories & Dues: The official Membership categories and annual dues structure is included in Attachment A. If anyone wishes to join CIRI but does not find a specific category that correctly covers their particular affiliation, they may petition CIRI in writing to request a new category and dues structure be created. New categories and dues will be determined by the Board of Directors.
SECTION 4. Life and Honorary Membership: Life and Honorary Membership without voting rights may be conferred upon members of the Institute at such time and under such terms as the Board of Directors shall determine.
SECTION 5. Removal: Members of any classification may be removed for cause from membership by a two-thirds affirmative vote of the Board of Directors present at any meeting. For any cause other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity for defense; and such member, if removed, may appeal from the decision of the Board to the Annual Meeting of the Institute, providing that notice of intent to appeal is provided to the Executive Director at least thirty (30) days in advance of the meeting. Only those charges brought by a member’s employing organization or by a voting CIRI member will be considered.
SECTION 6. Reinstatement: A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying current year’s dues.
SECTION 7. Resignation: Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, or other charges theretofore accrued and unpaid.
SECTION 1. Organization: To achieve the objectives of CIRI, the Board of Directors may at its discretion establish organizational units such as boards, councils, or divisions to serve special interests of the cleaning industry profession, including sections to support the educational opportunities of our members in specialty areas of facility management. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units, including qualification for membership, unless these are otherwise stated in these Bylaws.
SECTION 2. Allied Organizations: For the mutual benefit of all, and in order to further the objectives of CIRI, the Board of Directors may establish relationships with allied organizations that are formed on a local, regional (state or multi-state), or national basis. The Board of Directors may establish such terms and conditions for relating to these organizations as it considers desirable.
SECTION 1. Establishment of Dues: Dues for all classes of membership shall be established by the Board of Directors. Attachment A contains the current dues structure.
SECTION 2. Delinquency and Cancellation: Any member of the Institute who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee.
SECTION 3. Refunds: Prorated dues shall be refunded to any member who requests termination of membership.
SECTION 1. Annual Meeting: The Annual Meeting of the membership of the Institute that will include the installation of Officers and Directors and other such matters shall be held at such place and on such dates as may be determined by the Board of Directors.
SECTION 2. Special Meetings: Special meetings of the Institute may be called by the Board of Directors at any time, or shall be called by the Chairman of the Board upon receipt of a written request by 20% percent of the Regular Members, within 30 days after the filing of such a request with the Executive Director. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.
SECTION 3. Notice of Meetings: Written notice of any business meeting of the Institute at which official Institute business is to be transacted shall be mailed to the last known address of each member not less than 10 nor more than 40 days before the date of the meeting.
SECTION 4. Voting: At all business meetings of the Institute each Regular Member shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority vote of those Regular Members present and voting shall govern.
SECTION 5. Absentee Voting: Proposals to be offered to the members for an absentee vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by 20% percent of all Regular Members in which case Board approval shall not be necessary. On any absentee vote, a majority of those voting shall determine the action.
SECTION 6. Quorum of Members: At the annual meeting of members, a quorum shall consist of those Regular Members in attendance; for special meetings a quorum shall consist of no less than 20% percent of the Regular Members. For any votes related to changes in the dues structure, a quorum shall consist of 50% of the Regular Members. All actions taken by said members shall be implemented by the Board of Directors.
SECTION 7. Cancellation of Meetings: The Board of Directors may cancel any Annual Meeting for cause.
SECTION 1. Elected Officers: The elected officers of CIRI shall be a Chairman of the Board, a Chairman-Elect, one (1) Vice Chairman and a Secretary-Treasurer. All officers are elected by the membership of the Institute. The Chairman- Elect shall automatically succeed to the Chairmanship.
SECTION 2. Qualifications of Office: Any Regular Member in good standing shall be eligible for nomination and election to any elective office of this Institute, provided the member shall have served at least one (1) year as a member of the Board of Directors at any time prior to an elective term of office.
SECTION 3. Nomination and Election of Officers: In accordance with the procedure specified in Article XI, Section 1, the Governance Committee shall prepare and submit to the members a nomination for Chairman-Elect, one Vice Chairmen, and a Secretary-Treasurer of the Institute. Any person so nominated shall have given prior consent to nomination and election as an officer.
SECTION 4. Term of Office: Each elected officer shall take office immediately upon installation and shall serve for a term of one (1) year. Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.
SECTION 5. Reelection: No elected officer who has served one full term, excepting the Secretary- Treasurer and Vice Chairmen, shall be eligible for reelection to the same office, until at least one year has elapsed. The Secretary-Treasurer and Vice Chairmen may not serve more than two consecutive terms.
SECTION 6. Vacancies-Removal: Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors upon recommendation of the Governance Committee. The Board of Directors, by two-thirds vote of all of its members, may remove any officer from office for cause.
SECTION 1. Chairman of the Board: The Chairman of the Board shall be the chief elected officer of the Institute and serve as Chairman of both the Board of Directors and the Executive Committee. The Chairman shall also serve as an ex-officio member of all committees except the Governance Committee and shall make all required appointments of standing and special committees and trustees. At the Annual Meeting of the Institute and at such other times as deemed proper, the Chairman of the Board shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Institute. The Chairman shall perform such other duties as are necessarily incident of the office of Chairman of the Board or as may be prescribed by the Board of Directors.
SECTION 2. Chairman-Elect: The Chairman- Elect shall succeed to the Chairmanship. The Chairman-Elect shall perform such duties as are delegated (or assigned) by the Chairman of the Board or the Board of Directors, and shall perform the duties of the Chairman of the Board in the event that individual is unable to serve.
SECTION 3. Vice Chairman: There shall be one Vice Chairmen, who shall be responsible for such duties as are individually assigned to him/her by the Chairman of the Board.
SECTION 4. Secretary-Treasurer: The Secretary- Treasurer shall oversee the Institute’s funds and records; the collection of members’ dues and/or assignments; the establishment of proper accounting procedures for the handling of the Institute’s funds; the performance of an annual audit by a certified public accountant who has been approved by the Board of Directors; and, further, shall report on the financial condition of the Institute at all meetings of the Board of Directors and at other times as called upon by the Chairman of the Board. The Secretary-Treasurer shall oversee the proper recording of proceedings of meetings of the Institute and the Board of Directors, and shall ensure that accurate records are kept of all members. Such duties of the Secretary-Treasurer as may be specified by the Board of Directors may be delegated to the Executive Director.
SECTION 1. Authority and Responsibility: The governing body of this Institute shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Institute, its committees, and its publications; shall determine its policies or changes therein; shall actively prosecute these objectives, establish the financial policies of the Institute, be accountable for Institute assets, and shall be responsible for the interpretation of these bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee. In addition, they shall be responsible for the review and approval of the hiring, evaluation and compensation of the Executive Director as recommended by the Chairman of the Board.
SECTION 2. The Board of Directors: The Board shall consist of the officers of the Institute (named in Article VII); 11 directors-at- large elected from the Regular Membership; and the Executive Director.
SECTION 3. Term of Office and Manner of Election: Directors-at- large shall serve for a term of three (3) years. The Immediate Past Chairman shall serve a one (1) year term and assume office. Directors-at- large shall be elected in accordance with the provisions of Article XI, Section 1.
SECTION 4. Reelection: No member of the Board of Directors who has served a full three (3) year term shall be eligible for re-election until at least one (1) year has elapsed, with the exception of those Board members being elected to officer positions.
SECTION 5. Nominations: The Governance Committee, acting in accordance with Article XI, Section 1, shall present one nominee for each seat on the Board which is vacant or is about to expire.
SECTION 6. Quorum of the Board: At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of the Institute, and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting.
SECTION 7. Meetings of the Board: A regular meeting of the Board of Directors shall be held no less than three (3) times each administrative year at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than thirty (30) days before the meeting is held. Special meetings of the Board may be called by the Chairman of the Board or at the request of 11 Directors, by notice emailed, mailed, delivered, telephoned, or faxed to each member of the Board of Directors, not less than 72 hours before the meeting is held.
SECTION 8. Voting by Mail: Action taken by a mail ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board.
SECTION 9. Absence: Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
SECTION 10. Vacancies and Removal: Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors upon recommendation of the Governance Committee. A director so elected to fill a vacancy shall serve the unexpired term of his or her predecessor. The Board of Directors may remove any Director for cause by an affirmative two-thirds vote of the Board present at any regular or special meeting.
SECTION 11. Compensation: Directors and elected officers shall not receive any compensation for their services.
SECTION 12. Indemnification: Every Director, Officer, and employee of the Institute and such others as specified from time to time by the Executive Committee, shall be indemnified by the Institute against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer, or employee of the Institute, or any settlement thereof, whether the person is a Director, Officer, or employee at the time such expenses are incurred, except in such cause wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
SECTION 1. Authority and Responsibility: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws. The Committee shall oversee the financial affairs of the Institute. Actions of the Executive Committee shall be reported to the Board by mail or at the next board meeting.
SECTION 2. Composition and Election: The Executive Committee shall consist of the Chairman of the Board, the Chairman-Elect, the Vice Chairman, the Secretary-Treasurer, and the Immediate Past Chairman of the Board. The Executive Director shall also serve, without vote.
SECTION 3. Quorum-Call of Meetings: A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chairman of the Board shall call such meetings of the Executive Committee as the business of the Institute may require, or a meeting shall be called by the Executive Director on request of three (3) members of the Executive Committee.
SECTION 4. VOTING: Any official action by the Executive Committee shall be by voice or roll call vote taken at meetings or by mail vote. Except where otherwise specified in the Bylaws, any action must be approved by a majority vote of those attending a meeting or by a majority vote of those members responding to a mail vote, but the Executive Committee can take no official action with fewer than three (3) members voting approval.
SECTION 5. Vacancies: Any vacancy occurring on the Executive Committee will be filled in the manner as provided in Article VII, Section 6.
SECTION 1. Governance Committee: The Chairman of the Board shall appoint with the approval of the Board of Directors a Governance Committee which will consist of seven (7) Regular Members, one (1) of whom shall be the Immediate Past Chairman of the Institute, but of whom not more than three (3) shall be past Chairmen of the Institute. At least one (1) member of the Governance Committee shall be reappointed to the following year’s Governance Committee to ensure continuity. The Governance Committee shall nominate a candidate to the Board whenever a vacancy occurs in the elected officer or Board of Directors with said candidate to be elected by a majority vote of the remaining members of the Board. The Governance Committee shall nominate a candidate for each position of elected officers for the ensuing year and for the new Board of Directors and shall notify, in writing, the membership of its choice not less than 60 days before the Annual Meeting. No member of the Governance Committee is eligible to be nominated for any position. Thirty (30) days shall be allowed for nominations from the membership. Except for the office of Chairman of the Board, which is automatically filled in accordance with Article VII, Section I of these Bylaws, any member nominated by petition of 2.5% percent of the voting membership shall be placed on the ballot. The ballot shall indicate those nominees recommended by the Governance Committee and those recommended by petition. The Governance Committee will conduct an election by mail ballot in which each Regular Member will have one vote to cast for each officer position and each directorship position to be elected. Candidates receiving the highest number of votes for each office shall be declared elected. If, however, no nominations are made by petition, the Secretary shall cast a unanimous ballot for the candidates of the Governance Committee and no mail ballot will be required. Results of the election shall be announced no later than the next Annual Meeting. Members may not raise any matter at an Annual Meeting unless they have given specifics of the proposal to the Chairman of the Board no less than 30 days prior to the meeting. The Governance Committee shall also have responsibility of overseeing Board member orientation and self-assessment.
SECTION 2. Scientific Advisory Committee: The Scientific Advisory Committee is a permanent committee of the Institute, intended to provide advice and feedback on crucial points of research, and help define the orientation of projects with regard to the interests of the industry. They will have oversight of any research publications, be they a peer-reviewed journal, refereed electronic magazine or other format. The Scientific Advisory Committee will be composed of five (5) appointed cleaning science experts from academia, R&D laboratories and other appropriate fields, which shall be appointed by the Board of Directors for a period of (3) years.
SECTION 3. Finance Committee. The Finance Committee shall be composed of the Officers of the institute, the Immediate Past Chairman and at least two (2) additional persons and the Immediate Past Treasurer who shall serve as Chairman. If the Immediate Past Treasurer is not able to serve as Chairman, this role will be filled by the Chairman of the Board. The Finance Committee shall review the annual audit of the institute, shall be available to review accounting procedures, discuss long-term investments, make recommendations to the Board of Directors for the institute’s short and long-term growth and stability, and carry out such other related assignments as may be designated by the Chairman of the Board or Board of Directors. The Finance Committee shall be appointed by the Board of Directors for a period of (3) years.
SECTION 4. Membership Committee. The Membership Committee is a permanent committee of the Institute that will build new membership and retain existing members. The committee will host the events of the Institute and act as goodwill associates to the membership and will generally help to keep the Institute visible in the eyes of the membership throughout the year. The Membership Committee reports the needs and desires of the membership to the Board of Directors and other committees so that the Institute may respond. The Membership Committee will be composed of seven (7) appointed Regular Members, which shall be appointed by the Board of Directors for a period of (3) years.
SECTION 5. Government Relations Committee. The Government Relations Committee is a permanent committee of the Institute, intended to focus on issues relating to CIRI’s interaction with governmental agencies at the federal, state and local levels. The Committee will be responsible for building relationships with key governmental stakeholders such as the EPA or OSHA, identifying critical research required to help shape public policy, providing research to CIRI members to assist them with policy makers, and other functions as defined by the Board of Directors. The Government Relations Committee will be composed of seven (7) appointed Regular Members, which shall be appointed by the Board of Directors for a period of (3) years.
SECTION 6. Creation and Dissolution of Committees: The Chairman of the Board shall monitor actions of the committees, councils, and task forces of the Institute and shall recommend to the Board of Directors on a regular basis the creation, dissolution, and consolidation of these bodies.
SECTION 1. Appointment: The Board shall employ a salaried chief executive who shall have the title of Executive Director and whose term and conditions of initial employment shall be specified by the Board. The Chairman is delegated the authority to determine the ongoing compensation and other financial arrangements of the Executive Director. Such data will be approved by the Board of Directors.
SECTION 2. Authority and Responsibility: The Executive Director shall manage and direct all activities of the Institute subject to the policies of the Board of Directors and through the office of the Chairman of the Board. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Institute and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of the Institute. The Executive Director shall serve without vote as an ex-officio member of the Executive Committee and Board of Directors.
SECTION 1. Fiscal Period: The fiscal period of the Institute shall be prescribed by the Executive Committee with the approval of the Board of Directors.
SECTION 2. Bonding: Trust or surety bonds shall be furnished for the Chairman of the Board, Secretary-Treasurer and such other officers or employees of the Institute as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by the Institute.
SECTION 3. Budget: With recommendations of the Executive Committee, the Board shall adopt an annual operating budget covering all activities of the Institute. Within 90 days following completion of the audit, the Secretary-Treasurer shall furnish the membership with a financial report for the fiscal year just concluded.
SECTION 4. Accounting: The accounts of the Institute shall be audited not less than annually by a Certified Public Accountant who shall be recommended by the Executive Director with the approval of the Board and who shall provide a report to the Board of Directors.
SECTION 1. The Institute shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Institute. On dissolution of the Institute, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be elected by the Board of Directors.
SECTION 1. The rules contained in the current edition of the Modern Rules of Order shall govern the conduct of meetings of the Institute in all cause to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules the Institute may adopt.
SECTION 1. Proposing: Amendments to or a repeal of the Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by 2.5% percent of the voting membership. The Board of Directors shall present all such proposals to the voting membership with or without endorsement.
SECTION 2. Approval: Amendments to or a repeal of the Bylaws shall be approved by: a two-thirds affirmative vote of the Regular Members present and voting at any Annual Meeting or special meeting of the Institute, duly called, provided written notice of proposed changes have been sent to the Regular Members 30 days before such meeting; or by majority vote of the Regular Members voting by a 30-day mail ballot.
SECTION 3. Amendment: Amendments to Article I—Name and Location, Article II—Objectives, Article III—Membership, and Article IV—Organization Structure require membership vote as described in Article XVI, Section 2. All other amendments to the Bylaws may be made by the Board of Directors provided 60 days prior notice is provided to the members.
|Organizational Category||Gross Annual Sales*||Annual Dues|
|Product Manufacturers & Distributors
(by Sales Volume)
|Less than $10 million
$10 - $50 million
$50 - $100 million
More than $100 million
|BSCs and Facility Service Providers
(by Contract Volume or Annual Budget)
|Less than $10 million
$10 - $50 million
$50 - $100 million
More than $100 million
|Building Owners/Facility Managers
(by Rental/Income Volume)
|Less than $10 million
$10 - $50 million
$50 - $100 million
More than $100 million
|Non-Profit/Tax Exempt Organizations
(501(c), Trade Associations, Professional
Societies, and Educational Institutions)
|Less than $10 million
$10 - $50 million
More than $50 million
(Accountants, Architects, Consultants,
Interior Designers, Industrial Hygenists,
|Less than $1 million
$1 million - $10 million
More than $10 million
(Federal, State, and Local Governments)
Population under 500,000
Pop. 500,000 to 1 million
Pop. more than 1 million
|Academicians & Researchers||All membership levels||$150.00|
(Not affiliated with any other categories)
|All membership levels||$250.00|
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