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Bylaws

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Article I. NAME
The name of the organization shall be the Industrial Heating Equipment Association, Inc. (IHEA).

Article II. PURPOSES
The purposes of the Association are:
(a) To promote the general welfare of the industrial heat processing equipment industry;
(b) To improve the industry's service directly and otherwise to the end user;
(c) To cooperate with officials of governmental agencies in any program considered suitable to national welfare or otherwise;
(d) To do anything necessary, suitable and proper for the accomplishment of any purposes herein set forth or which may be recognized as a proper and lawful objective of trade associations.

Article III. MEMBERSHIP
Section 1. Criteria
A. Manufacturing Member—Any person, firm, or corporation engaged in the manufacture and/or design of industrial heat processing equipment for sale on the open market is eligible to become a manufacturing member in the association.
B. Professional Service Member—Any individual, firm, or corporation that provided professional service to the industry in the areas of engineering education, publications, research and development, and related fields is eligible to become a professional service member in the association.
C. Foreign Membership—Any foreign association or organization having the same objectives of IHEA is eligible to become a member of IHEA, having only a consultative voice at annual meetings of IHEA members.

Section 2. Voting Representative
Each member shall designate and certify to the Executive Vice President of the Association a representative from the firm or company who shall vote and act for the member in all affairs of the Association. Each member shall have one vote on matters coming before the Association.

Section 3. Membership Application
Any person, firm or corporation eligible for membership under these bylaws, will make a written application.

Section 4. Duration of Membership and Termination
Membership in this Association shall terminate when a member no longer qualifies for membership under Article III, Section 1. Any member who resigns or is expelled shall forfeit any and all privileges in the affairs and/or property of the Association. Any member may, by giving written notice of such intention, withdraw from membership. Termination of membership shall not relieve the obligation of paying all dues owing or levied during the period of membership in the Association.

Article IV. PRODUCT DIVISIONS
Section 1. Division Membership
The membership of the Association may be divided into Divisions, each of which shall be composed only of members who are included within the product scope of the Division. The Board of Directors shall define the product scope of each Division and may authorize, combine, divide, or discontinue Divisions at its discretion.

Section 2. Division Representative
Each member shall designate a representative to each Product Division for which it qualifies. Each member shall have one vote per product division.

Section 3. Product Scope
Each Product Division may, with the consent of the Board of Directors, divide into, and define the product scope of such Sections as it may determine.

Section 4. Election of Chairman and Other Officers
Each Product Division shall elect a Chairman and a Secretary and may elect other officers by and from its own membership, for one year, to serve until the next annual meeting, or until their successors have qualified.

Section 5. Division Meetings
Meetings of a Product Division may be called by the Executive Vice President upon request of the Board of Directors, the Chairman of the Product Division or of any three members of the Product Division upon five days notice. The Executive Vice President shall arrange all meetings of the different Product Divisions.

Article V. DUES
Section 1. Assessment
Dues necessary to carry out the activities of the Association for each fiscal year shall be assessed against the members according to a schedule recommended by the Board of Directors at least ninety days before the scheduled annual meeting.

Section 2. Nonpayment of Dues
Members who fail to pay their dues within thirty days from the time the same shall become due, shall be notified by the executive Vice President, and, if payment is not made within the next succeeding thirty days, shall be reported to the Board of Directors as in arrears at the next succeeding meeting and, if so ordered by a majority vote of the Directors present and voting thereon, shall without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership.

Section 3. Fiscal Year
The fiscal year shall be from January 1 to December 31, inclusive.

Article VI. STATISTICS
Section 1. Reporting
Each member may furnish to the Association the total dollar value of orders received for each quarter, covering products and services included within the scope of the Association and described on the statistical report forms provided for this purpose. Only participating companies shall receive a copy of the Summary Report.

Section 2. New Members
New members may furnish the statistics specified in Section 1 of the Article for the quarters specified by the Board of Directors and for each quarter thereafter.

Section 3. Confidentiality
All statistics of individual members shall be kept strictly confidential. Only totals of each Division or classification as reported may be disseminated.

Article VII. MEMBERSHIP MEETINGS
Section 1. Annual Meeting
There shall be an annual meeting of the members, unless otherwise ordered by the Board of Directors, for receiving Annual Reports and the transaction of other business. Notice of such meetings shall be mailed to the last recorded address of each member at least sixty days before the time appointed for the meeting.

Section 2. Special Meetings
Special meetings of the Association may be called by the Board of Directors and shall be called upon the written request of ten members of the Association. Notice of a special meeting shall be mailed fifteen days in advance, with a statement of time and place and the information as to the subject or subjects to be considered.

Article VIII. BOARD OF DIRECTORS
Section 1. Government of the Association
The governing body of the Association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association and shall actively prosecute its objectives and supervise the disbursement of its funds. 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.

Section 2. Number of Directors
The Board of Directors shall consist of a minimum of twelve (12) directors. No more than one (1) of the directors shall be a service member. All manufacturing member directors shall be voting representatives or member company representatives designated to hold office by the voting representative.

Section 3. Election of Directors
An appropriate number of Directors as determined by the Board of Directors shall be elected annually by the membership, via the vote(s) cast by a member's designated voting representative, a term of three years by ballot in a manner approved by the Board of Directors and received at, or prior to, the Annual Meeting. Names of members other than those nominated by the Nominating Committee may be inserted on the ballot. The candidates with the largest number of votes will be deemed to have been elected to the full term and take office at the Directors meeting held at the Annual Meeting of the Association prior to the First General Session. The President of the Association shall have his or her term on the Board automatically extended one year so that he or she may participate as a member of the Executive Committee as specified in Article X in the event that the President's term on the Board of Directors expires with his or her term of office.

Section 4. Budget
At least ninety days before the scheduled annual meeting, the Board of Directors shall establish a budget, which shall be submitted to the members for review.

Section 5. Meetings
A regular meeting of the Board of Directors shall be held at the time of the Annual Meeting of the Association and at other times as the Board may determine. The President may, when he or she deems necessary, or the Executive Vice President shall, at the request in writing of five members of the Board, issue a call for a special meeting of the Board, and only five days notice shall be required for such a special meeting.

Section 6. Absence
Any member of the Board of Directors absent from a meeting, shall send a communication to the President or Executive Vice President stating the reason for the absence, and the membership of the Board in attendance shall decide in each instance whether or not such absence is excusable. In the event there are three consecutive unexcused absences on the part of any member of the Board of Directors, his or her membership on the Board may be declared vacant.

Section 7. Vacancies
Any vacancies that may occur on the Board by reason of death, resignation, or otherwise, may be filled by the Board of Directors for the unexpired term.

Article IX. OFFICERS
Section 1. Election
Annually, the Board of Directors from their own membership shall elect a President, First Vice President, Second Vice President and a Treasurer who shall take office at the regular meeting of the Board of Directors held at the time of the Annual Meeting of the Association prior to the First General Session and serve until such time as their respective successors are duly elected. The election of officers shall be determined by a majority vote of the Directors present and voting.

Section 2. President
The President shall be executive officer of the organization, and shall preside at meetings of the Association, the Board of Directors, and the Executive Committee, and shall be a member ex-officio, with right to vote, of all committees except the Nominating Committee. Also, at the Annual Meeting of the Association and at such other times as the President deems proper, communicate to the Association or the Board of Directors such matters and make such suggestions as may in the President's opinion tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President of the Association or as may be prescribed by the Board of Directors.

Section 3. First Vice President
The First Vice President shall assist the President in carrying out the function and mission of the Association and shall perform such duties and shall have such power and responsibilities as may be conferred from time to time by the President, the Board of Directors, these Bylaws, and such other duties, powers, and responsibilities as are ordinarily and customarily conferred upon the office. In the absence of the President all powers and duties of the President shall be vested in the First Vice President. The First Vice President shall be responsible for Long-Range Planning.

Section 4. Second Vice President
The Second Vice President shall assist the President in carrying out the function and mission of the Association and shall perform such duties and have such power and responsibilities as may be conferred from time to time by the President, Board of Directors, these Bylaws, and such other duties, powers, and responsibilities as are ordinarily and customarily conferred upon this office. In the absence of the President and the First Vice President all powers and duties of the President shall be vested in the Second Vice President.

Section 5. Treasurer
The Treasurer shall be responsible for the custody, receipt and disbursement of all funds of the Association. All sums received shall be deposited in a bank, banks, or other federally insured financial institutions approved by the Board and located in the metropolitan area of the Association's headquarters. Funds may be drawn only upon the signature of the Treasurer, Assistant Treasurer or Executive Vice President. The funds, books, and vouchers shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection of the Executive Committee. The Treasurer shall make reports from time to time as required by the Board of Directors.

Section 6. Assistant Treasurer
The Board of Directors may appoint an Assistant Treasurer.

Section 7. Executive Vice President
There shall be an Executive Vice President appointed by the Board of Directors. The Executive Vice President compensation and term of office shall be determined by the Board of Directors. It shall be the Executive Vice President's duty to give notice of all meetings of the Association and all committees and keep a record of their proceedings; to conduct all correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed; to keep a list of the members of the Association; to collect annual dues and subscriptions; maintain and update the IHEA Procedures Manual which is to function as an administrative guide to officers of the Association as they take office; to keep records of the staff, employees and agents of the Association, their salaries and terms of employment and to take charge of and supervise the performance of them by their respective duties; to prepare, under the direction of the Board of Directors, an annual report of the transactions and conditions of the Association; and generally to devote his best efforts to forwarding the business and advancing the interests of the Association. The Executive Vice President shall be responsible for the confidential reporting of statistics as provided for in Article VI and shall engage the services of outside professional help, such as auditors, attorneys, etc., subject to the approval of the Board of Directors.

Section 8. Secretary
The Secretary of the Association shall be the Executive Vice President.

Article X. EXECUTIVE COMMITTEE
The President, First Vice President, Second Vice President, Treasurer, and immediate Past President, shall constitute an Executive committee. All members of the Executive Committee shall be members of the Board. The Executive Committee may exercise the powers of the Board of Directors when the Board is not in session, reporting to the Board thereon at the succeeding regular meeting. Three members shall constitute a quorum for the transaction of business. Meetings may be called by the President or by two members of the Committee. The Executive Committee shall have the Association's accounts audited at least once each year by a public accountant and shall report thereon to the Board of Directors.

Article XI. NOMINATING COMMITTEE
Section 1. Appointment of Committee
By July 1, the President, with the approval of the Board of Directors, shall name a Nominating Committee consisting of five active members, at least one of whom shall be a member of the Board.

Section 2. Selection of Candidates
It shall be the duty of the Nominating Committee to present to the Executive Vice President, in writing, the names of candidates for Directors to be elected.

Article XII. COMMITTEES
Section 1. Committee Structure
The President shall annually appoint such standing, special or subcommittees as he deems advisable to assist in the proper functioning of the Association, or to carry out its objectives.

Section 2. Scope
The Standing Committees shall be the Education Committee, Government Relations Committee, Marketing Communications & Membership Committee, Operational Information Committee, Program Planning Committee, and Safety Standards and Codes Committee. The Committees shall be responsible to and report to the Board of Directors within the scope defined for each by the Board.

Section 3. Annual Report
The Chairman of each committee shall make an annual report to the Board of Directors on the work of the committee and may be requested to report at any meeting of the Board of Directors upon any matter requiring action or consideration.

Article XIII. MAIL VOTE
Section 1. Procedure for a Mail Vote
Whenever, in the judgment of the Board of Directors any question shall arise which it considers should be put to a vote of the membership, and when it deems it inexpedient to call a special meeting for such purpose, the Directors may submit such matters to the membership in writing by mail ballot (defined herein as regular mail or e-mail) for vote and decisions, and the question thus presented shall be determined according to a vote received by mail within thirty days following the date of mailing. Any and all action taken in pursuance of the mail vote in each case shall be binding upon the Association. A ballot not received within thirty days from the date of the mailing shall be considered an affirmative vote and shall be duly recorded.

Section 2. Informal Action
Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors.

Article XIV. QUORUM
A quorum is defined for the purpose of holding meetings as a simple majority of the following bodies: The Membership, the Board of Directors, the Product Divisions, and all Committees.

Article XV. SEAL
The Association shall have a seal of such design as the Board of Directors may adopt.

Article XVI. DISSOLUTION
Section 1. Procedure for Dissolution The Association may be dissolved by a vote of the membership at a special meeting called for that purpose or by a mail vote sent to all members; such dissolution shall require a two thirds majority; such dissolution to be effective ninety (90) days after such vote is taken and provided all outstanding obligations of the Association have been paid.

Section 2. Distribution of Funds
In the event of the dissolution of the Association, its surplus funds must be distributed in conformance with the Internal Revenue Code.

Article XVII. PROCEDURE RULES
Roberts Rules Revised shall be followed.

Article XVIII. AMENDMENTS
These bylaws may be altered, amended, or repealed, in whole or part, by a two-thirds vote of the Association members at any duly called meeting of the Association, provided the proposed change is submitted by mail to the last recorded address of each member at least thirty (30) days before the time of the meeting which is to consider the change, or by mail ballot as set forth in Article XIII, Section 1.

Bylaws Approved: January 12, 1953
Bylaws Amended: November 29, 1982
Bylaws Amended: March 25, 1992
Bylaws Amended: September 10, 1998
Bylaws Amended: September 15, 1999
Bylaws Amended: March 14, 2005