Constitution and Bylaws
ARTICLE I. Name
The name of this organization is the International Ground Source Heat Pump Association, hereinafter referred to as IGSHPA.
ARTICLE II. Purpose & Mission
Section 2.1. Purpose
IGSHPA exists to advance the utility and use of geothermal (ground-source) heating and cooling technology.
Section 2.2. Mission
IGSHPA is an association of companies, professionals and users dedicated to promoting the science, utility and use of geothermal (ground-source) heating and cooling technology. IGSHPA accomplishes its mission by: Advocating for ground-source heat pump technology Distributing reliable insight and education Promoting basic and applied research Providing a clearinghouse for relevant information Serving as a forum for the development and dissemination of standards
ARTICLE III. Affiliation with Oklahoma State University
Section 3.1. Relationship
The International Ground Source Heat Pump Association (IGSHPA) is located on the campus of Oklahoma State University (OSU) in Stillwater, Oklahoma. In order to maintain the ongoing relationship with OSU, which provides both financial support and in-kind resources, IGSHPA has agreed to operate in a manner consistent with applicable OSU policies and regulations.
Section 3.2. Conference and Publications
OSU staff of IGSHPA shall assume all administrative responsibilities for the details of all IGSHPA conferences, publications and sale of IGSHPA materials.
Section 3.3. Copyrights
The Board of Regents for Oklahoma State University and the Oklahoma Agricultural and Mechanical Colleges (Regents) shall perpetually own the copyrights of authored material which has been validated by the general assembly of IGSHPA. All publications shall be formally registered for copyrights in the name of the Regents.
ARTICLE IV. Membership and Accreditations
Section 4.1. Eligibility
Individuals, corporations or groups who are actively affiliated with the ground-source heat pump industry or who contribute to or utilize IGSHPA materials will be eligible for membership.
Section 4.2. Application
Applications for membership shall be submitted on forms prepared by IGSHPA. Applicants shall select one category (industry or general) of membership and the appropriate sector as to where the membership applies. For voting purposes and for the purpose of nomination to the Board of Directors or Advisory Council, each member may only belong to one sector. The membership application form shall include a statement that the applicant agrees to abide by these bylaws, policies and standards that may be adopted or revised from time to time by the IGSHPA Board of Directors.
Section 4.3. Categories (2016-1)
The Board of Directors shall establish the categories of membership. The categories of membership shall include subdivisions called sectors.
Section 4.4. Membership Privileges (2016-4)
Any IGSHPA member is entitled to submit material to the editorial staff for committee review and possible inclusion in IGSHPA publications, to attend all meetings and to request the published proceedings of all IGSHPA meetings. Members who desire to adopt the copyrighted training material of IGSHPA may do so by requesting and completing official adoption forms. Copies of forms will be maintained by the Executive Director. Members of any category may participate in industry sectors and committees. If the applicant chooses to join the Association at an advanced dues level that provides a benefit allowing multiple members, the applicant, at the applicant’s discretion, may assign each additional member allowed to individual sectors or the same sector as the main applicant. Members may only change categories or sectors once in any calendar year. All membership category and/or sector changes must be submitted to the Executive Director in writing 30 days before said change.
Section 4.5. Dues and Other Obligations (2016-1)
The Board of Directors shall establish dues levels and benefits associated with each dues level. Membership dues for each category of members shall be payable at such times and in such manner, as prescribed by the Board in its sole discretion. A member who fails to pay dues or other obligations to IGSHPA shall be deemed delinquent and have membership suspended until the delinquency is corrected. A suspended member shall have no right to vote or to enjoy any privileges of membership during the suspension. If the suspended member holds office in IGSHPA, he/she will retain that office. However, at the pleasure of a simple majority of the board, he/she may be excluded from any and all business of that office while delinquent. Suspended and excluded members shall not count against the quorum of regular business meetings.
Section 4.6. Termination
A.Resignation. Any member may resign from IGSHPA by notifying the Board in writing. Any dues previously paid for the current membership year are non-refundable.
B.Expulsion for non-payment of monies due. Any member may be expelled by majority vote of the Board for non-payment of monies dues within a reasonable period of time as established by the Board. Prior to expelling a member for non-payment, the Board shall give the member written notice of the intended action and impose a time limit, not greater than 30 days from notification of delinquency, for the member to become current.
a. Release from membership due to failure to pay membership dues shall not constitute reason for the Association to deny the individual the benefits of any certification or accreditation.
C.Expulsion for conduct. Any member may be expelled by a two-thirds vote of the Board for conduct prejudicial to or in conflict with the mission, objectives or reputation of IGSHPA as determined by the Board. The Board shall give written notice to the member proposed for expulsion, advising the member of the reasons for the proposed expulsion.
D.Revocation of Accreditations or Certifications. Status of accreditations or certifications held by a member or non-member may at the discretion of the Board of Directors be denied for unprofessional conduct as related to an accreditation or certification. Such individuals shall have any or all related accreditations or certifications issued by the Association denied in the sight of the Association.
a. Loss of accreditation or certification shall result in the removal of the individual’s name from any lists or endorsements made by the Association. Any accreditation or certification fees paid are non-refundable.
b. Individuals who have lost a certification or accreditation for whatever reason may apply for re-accreditation/re-certification under the following conditions:
i) Loss due to failure to meet continuing education requirement
a. Within 60 days of notice of loss-must apply for re-instatement, show that the continuing education requirements have been met, and tender the required registration fee plus any service fee set by the Association.
b. Over 60 days of notice of loss-pay the associated testing fee(s) and re-take the Accreditation or Certification test.
ii) Loss due to Unprofessional Conduct
After 90 days from the notice of loss of the accreditation or certification-be eligible to apply to the Board of Directors of the Association to retake the course and any test(s) associated with that accreditation or certification.
Section 4.7. Voting
Each member in good standing shall have voting rights to elect those individuals representing their membership sector on the Board of Directors and the Advisory Council. Each company, utility or association that is a member shall designate one (1) individual and one (1) alternate as a representative of that organization. These names and current contact information shall be kept on file at IGSHPA headquarters. Each designated member representative or the alternate shall be entitled to cast one (1) vote at general assembly sessions and in elections.
ARTICLE V. Officers
Section 5.1. Officers
The officers shall be President, Vice President, Secretary and Treasurer. Officers shall perform the duties provided in these bylaws and in the adopted parliamentary authority.
A.President. The President shall preside at meetings of the members and of the Board of Directors. The President shall perform all duties incident to the office and recommend such action that will increase the effectiveness of the organization. Subject to confirmation by the Board, the President shall be empowered to appoint from the Board or the membership all committees as the need arises. The President shall be an ex-officio member of all committees, except the nominating committee.
B.Vice President. In the absence of the President at any meeting of the Board or of the membership, the Vice President shall preside over the meeting.
C.Secretary. The Secretary shall be responsible for causing the preparation and retention of the minutes of all IGSHPA meetings.
C.Treasurer. The Treasurer shall be responsible for reporting financial information.
Section 5.2. Eligibility
Any member who has served at least one term on the Board of Directors shall be eligible for nomination to the office of President, Vice President, Secretary or Treasurer.
Section 5.3. Nomination and Election
The nominating committee (Advisory Council) shall annually solicit and review the qualifications of candidates for the office of President, Vice President, Secretary, and Treasurer. Nominations may be made from the floor.
A. No later than one business day after the end of the annual meeting, a slate of at least one candidate for each office shall be submitted to the Board of Directors for election.
B. The Board of Directors shall hold the election of officers at the first regularly scheduled board meeting of the new year following the annual meeting.
Section 5.4. Term of Office
Terms begin immediately after election at the first board meeting of the new year after the annual meeting. An officer shall serve for a term of one (1) year or until their successor is elected. If nominated, an officer who has served a full, one (1) year term shall be eligible for re-election for another succeeding one (1) year term for a total of two terms served. After two (2) full consecutive terms are served, an officer will be eligible for re-election after a minimum period of one (1) year has elapsed from the completion of previous terms. Appointment of a person to complete an unexpired term in the event of a vacancy does not disqualify that person from serving up to two (2) succeeding one (1) year terms, if nominated and elected.
Section 5.5. Vacancy in Office
In case of a vacancy in the office of President, the Vice President shall succeed to the office. A vacancy in the office of Vice President, Secretary or Treasurer shall be filled by the Board of Directors.
ARTICLE VI. Executive Director
The Executive Director shall be the chief staff officer of IGSHPA and shall be responsible for routine operations and decisions provided these actions are in consonance with state and federal law and the policies and regulations of Oklahoma State University and its governing board of regents. He/she shall be responsible for preparation and preservation of all records detailing the administrative affairs of IGSHPA. The Executive Director shall be a non-voting member of the Board and an ex-officio member, without vote, of the Advisory Council and all committees. The Executive Director shall serve as an advisor to the officers and committees in the development and implementation of an effective program of activities in accordance with the policies and procedures established from time to time by the Board. Together with the Treasurer, the Executive Director shall be responsible for the preparation of an annual operating budget and organizational performance within that budget.
ARTICLE VII. Meetings
Section 7.1. Annual Meeting
The name of the annual meeting is The IGSHPA Annual Conference and Expo. The purpose of the meeting is to:
- Provide a forum for the exchange of information and explore the future direction of the industry
- Develop and review proposals for publications and related activities
- Receive the annual report from the Board of Directors and committees
- Conduct industry sector and general membership council meetings for the purpose of electing industry sector council chairs and other sector officers.
- Conduct other relevant business activities.
Section 7.2. Special Meetings
The President, with approval of the Board, may call special membership meetings whenever deemed necessary or desirable. The Board shall call a special membership meeting within thirty (30) calendar days upon petition signed by a simple majority of the Advisory Council or not less than ten (10) percent of the registered membership in good standing. The purpose of any special meeting shall be stated in the call and at least 10 days written notice shall be given.
Section 7.3. Quorum
A quorum to conduct business in a special membership meeting shall consist of at least 25% of the members.
ARTICLE VIII. Board of Directors
Section 8.1. Composition
The Board of Directors shall be composed of twelve (12) members, including the four (4) elected officers, four (4) elected Directors, two (2) Directors-at-Large appointed by the Board, one (1) Director appointed by OSU and (1) the Executive Director who shall serve ex-officio, without vote. The nominating committee shall ensure that each industry sector and general membership council as described in Article IX is represented on the Board of Directors.
Section 8.2. Duties
The Board shall be responsible for strategic planning and for policy and fiscal decisions of IGSHPA. The Board of Directors, within the relationship with OSU, has authority over the affairs and funds of the Association, except that they may not modify any action taken by the members at an annual or special meeting at which a required quorum of members was present and agreed to conduct business as well as routine Association business. The vote of a majority of the directors present and voting shall be the acts of the Board of Directors.
Section 8.3. Meetings
A.Regular Meetings. The Board shall hold meetings at least quarterly with no fewer than two (2) face-to-face meetings annually. The Board shall meet in person for one (1) day immediately after the annual meeting and approximately six months later for the purpose of strategy and planning. The Board may transact business via teleconference where all members may hear one another. If a regular meeting date, time and place are established by the Board, further notice need not be given of regular meetings.
B.Special Meetings. Special Meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board. Notice shall be given at least twenty-four (24) hours in advance by either written or electronic communication of the time and place of any special meeting and the nature of the business to be considered at this special meeting.
C.Quorum. A majority of the directors in office shall be present at each meeting in to constitute a quorum for the transaction of business.
Section 8.4. Elected Directors
Directors elected by the membership shall serve staggered 3-year terms so that a minimum of two (2) are elected each year. The nominating committee shall propose at least one candidate for each open position. Terms shall begin immediately after election at the first board meeting of the new year after the annual meeting. Election by the membership shall be conducted via electronic mail ballot. A Director who has served a full, three (3) year term shall be eligible for nomination and re-election for another succeeding three (3) year term for a total of two terms served. After the two (2) consecutive terms are served, a director shall be eligible for re-election to the Board after a minimum period of one (1) year has elapsed from the completion of previous terms. Appointment of a person to complete an unexpired term in the event of a vacancy on the Board does not disqualify that person from serving a succeeding full, three (3) year term if nominated and elected.
Section 8.5. Directors-at-Large
The Board shall annually, or as needed elect two (2) persons as Directors-at-Large. The first term for Directors-at-Large shall be for two (2) years and shall begin immediately after election at the first board meeting of the new year after the annual meeting.
A. A Director-at-Large, at the Board’s pleasure, may serve a second consecutive term of one (1) year.
B. Any person is eligible for election as a Director-at-Large, including a non-member or former director whose term on the Board has expired and is otherwise not eligible for re-election to another term or office on the Board.C. Directors-at-Large shall serve no more than two (2) consecutive terms.
Section 8.6. Vacancies
Any vacancy occurring within the Board shall be filled by appointment of the Board.
ARTICLE IX. Councils
Section 9.1. Advisory Council
Section 9.1.1. Purpose
The purpose of the Advisory Council is to:
- Evaluate and prioritize policy, program and project recommendations from the industrial sector and general membership councils.
- Transmit policy, program and project recommendations from the industrial sector and general membership councils to the BOD and advocate for the same at BOD meetings.
- Serve as the nominating committee for the Association as described in Article 10.1. and Article 5.3.
Section 9.1.2. Composition(2016-4)
The Advisory Council shall be composed of one (1) member of each industry sector and two (2) members from the general membership category.
A. The members of the Advisory Council from the general membership Council shall be the elected sector chair and vice chair. The elected alternate of the general membership council shall be the first to fill any general membership vacancies on the Advisory Council. If there is not an alternate available, the Board shall appoint a member from the general membership council to fill the vacancy until the next election cycle.
B. The Advisory Council shall elect a council chair and vice chair to be responsible for scheduling meetings, preparing agendas and presiding over the meeting.
Section 9.1.3. Meetings
The Advisory Council shall meet in person semi-annually; around the time of the annual meeting and approximately six (6) months later and may meet by teleconference as necessary.
Section 9.1.4. Advisory Council Members Term
Advisory Council members elected by the membership shall serve staggered 3-year terms so that, at minimum, two (2) are elected each year. The sector membership shall propose at least one candidate for each open position. Terms shall begin on January 1 following election by the membership via electronic mail ballot. An Advisory Council member who has served a full, three (3) year term shall be eligible for nomination and re-election for another succeeding three (3) year term for a total of two terms served. After the two (2) consecutive terms are served, an Advisory Council member shall be eligible for re-election to the Advisory Council after a minimum period of one (1) year has elapsed from the completion of previous terms. Appointment of a person to complete an unexpired term in the event of a vacancy on the Board does not disqualify that person from serving a succeeding full three (3) year term if nominated and elected.
Section 9.2. Industry Sector Councils
Industry sectors relevant to the science, utility and use of geothermal (ground source) heating and cooling technology shall be specified by the Board of Directors. Each industry sector shall constitute its own Industry Sector Council:
Section 9.2.1. Purpose
The purpose of the Industry Sector Council is to:
- Recommend policy, program, research, standards and amendments to the bylaws to the Advisory Council.
- Recommend to the nominating committee potential candidates for all IGSHPA offices.
Section 9.2.2. Composition
Each Industry Sector Council shall maintain its own membership roles. An IGSHPA member in good standing may hold membership in one and only one Industry Sector Council.
Section 9.2.3. Meetings
A. Each Industry Sector Council member shall have one vote.
B. Industry Sector Council membership shall have voting rights to elect those individuals representing them on the Board of Directors and the industry sector of the Advisory Council.
C. The Industry Sector Council membership shall meet at least annually at the annual conference.
D. The Industry Sector Council membership shall nominate and elect its own chair and vice-chair who shall serve as members of the Advisory Council. An alternate representative shall also be elected to fill any industry sector vacancy on the Advisory Council.
E. The terms of the Industry Sector Council chair, vice chair and Board of Directors shall match the terms of office set forth in the respective sections for Advisory Council and Board of Directors.
Section 9.3. General Membership Council
Section 9.3.1. Purpose(2016)
The purpose of the General Membership Council is provide a forum for the general membership not affiliated with an Industry Sector Council. Further, at the discretion of the Board of Directors, the General Membership Council may be subdivided into General Membership Sectors and treated similar to the Industry Sectors as described in Section 9.2 above. The purpose of the General Membership Council(s) is to:
- Recommend policy, program, research, standards and amendments to the bylaws to the Advisory Council.
- Recommend to the nominating committee potential candidates for all IGSHPA offices.
Section 9.3.2. Composition
The General Membership Council shall maintain its own membership rolls.
Section 9.3.3. Meetings
A. Each General Membership Council Member shall have one vote.
B. General Membership Council membership shall have voting rights to elect those individuals representing them on the Board of Directors and the general membership sector of the Advisory Council.
C. The General Membership Council membership shall meet at least annually at the annual conference.
D. The General Membership Council membership shall nominate and elect its own chair and vice-chair who shall serve as members of the Advisory Council. An alternate representative shall also be elected to fill any general membership vacancy on the Advisory Council.
E. The terms of the General Membership Council chair, vice chair, alternate and Board of Directors shall match the terms of office set forth in the respective sections for Advisory Council and Board of Directors.
ARTICLE X. Committees
Section 10.1. Nominating Committee
The Advisory Council shall serve as the nominating committee for the Board of Directors of which the nominees shall at minimum, represent each membership sector. The nominating committee will solicit and receive nominations for the following:
- Vice President
- Committee chairs and members
The call for volunteers shall be published well in advance of the election or appointment. Self-nominations are allowed. Nomination forms shall be submitted to headquarters and shall contain enough information for the committee to assess qualifications for the various positions to be appointed or elected by the Board or the membership. For elected positions, the committee shall present a slate of at least one individual for each office at least 30 days in advance of the election, provided consent has been obtained from each nominee. Nominations may be made from the floor, provided consent has been obtained from the nominee.
Section 10.2. Standing committees
The following standing committees are established to carry out the work of the Association: Advocacy, Marketing, Membership, Research, Standards and Training. Each committee shall be guided by charges developed and reviewed annually by the Board of Directors. Based on recommendations by the nominating committee, the President shall appoint members to each committee and designate one member to serve as chairman.
Section 10.3. Special committees
Special committees may be appointed by the President, with the approval of the Board, to undertake special tasks or projects.
ARTICLE XI. Parliamentary Authority
The rules contained in the current edition ofThe Modern Rules of Order (Newly Revised)shall govern the proceedings of this Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws, any special rules of order the Association may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
ARTICLE XII. Amendments
These bylaws may be amended by a two-thirds vote of the Board of Directors at their annual meeting, provided that prior notice has been submitted to the membership in writing at least thirty (30) days prior to the meeting at which they will be considered. Any member may propose an amendment to the bylaws by submitting the proposed amendment to the Board of Directors for consideration.
These bylaws were voted on by the 2014 IGSHPA Advisory Council on October 14, 2014, in Baltimore, Maryland, at the 27th annual technical conference and expo. The bylaws supersede the bylaws previously in place. The bylaws were then amended by the 2015 IGSHPA Board of Directors on October 7, 2015 in Kansas City, Missouri, at the 28th annual technical conference and expo. The Bylaws were further amended January 22, 2016, and April 13, 2016, to accommodate minor clarifications to Articles IV and IX.
Page updated: April 14, 2016