DOOR AND HARDWARE INSTITUTE BYLAWS
The name of this association shall be the Door and Hardware Institute (the "Association").
PURPOSE AND MISSION
The purpose of the Association is to provide its members with the skills and
competencies to compete successfully in the advancement of the safety and security of the
built environment. The Association is the advocate and primary information, professional
development and certification resource for the architectural openings industry, with a focus
on the distribution process.
The Association shall be a corporation, not for profit, organized under the laws of the
District of Columbia for the purposes set forth under the corporate charter, composed of
members of the architectural openings industry who have met the qualifications and
requirements as set forth herein.
- Classes of Members
There shall be two classes of members in the Association: individual and corporate.
- Qualifications for Membership
Applicants shall be a firm or agency, or an individual employee or principal of such a firm or
agency, or an individual engaged in the manufacture or furnishing of products or services to
the architectural openings industry. In order to be members in good standing, corporate
members must have an owner or principal who is an individual member in good standing.
All applications for membership shall be submitted with the appropriate fee and
documentation to the headquarters of the Association and shall be processed in
accordance with procedures established and approved by the Board of Governors (the
"Board"). Dues for each class of membership shall be established by the Board. The Board
of Governors reserves the right to reject an application for membership if the applicants’
products do not comply with applicable laws.
- Rights and Privileges of Members
All members shall have such rights and privileges of membership in the Association as may be set forth herein or as may be granted by the Board. Members may become affiliated in a
consultant category and such qualifications for categories will be set by the Board from time
- Voting; Manner of Acting
Individual members shall have the right to vote as herein provided. Corporate members
shall not have the right to vote. All business of the Association requiring approval of the
members shall be voted upon in person or by proxy by the membership entitled to vote, and
a majority vote of the membership entitled to vote at a meeting where a quorum is present
shall be necessary for approval of such business. The voting procedure established herein
for members shall be applicable at the annual meeting, special meetings and at any other
meetings or referenda at which formal action affecting the Association shall be taken.
- Annual Meeting
An annual meeting of the membership may be held at such time and place as the Board
may prescribe. Each eligible voting member of the Association, not in default on payment of
dues, shall be entitled to attend any annual meeting of the Association and to cast one vote
in person or by proxy on any issue presented at such meeting.
- Special Meetings
Special meetings of the membership shall be called by the President of the Association on
the written request of at least five percent (5%) of the members who are in good standing,
or when the President is so directed by the Board. Each eligible voting member of the
Association, not in default on payment of dues, shall be entitled to attend any special
meeting of the Association and to cast one vote in person or by proxy on any issue
presented at such meeting.
Fifteen percent (15%) of the voting membership in good standing present, in person or by
proxy, shall constitute a quorum at any annual or special meeting of the membership of the
Association. Any issue presented at such meeting shall be decided by a majority vote.
Notice of any meeting shall be sent, either personally, by mail, or through electronic
methods to the last reported address of each voting member not less than 10 but nor more
than 50 days prior to the date of the meeting.
- Withdrawal from Membership
Any member ceasing to manufacture or to furnish products or services to the architectural
openings industry shall cease to be eligible for membership in the Association and shall be
required to withdraw from the Association. Any member may withdraw from the Association
by giving notice in writing to the Chief Executive Officer of the Association at least sixty (60)
days prior to the date of withdrawal. Such withdrawal shall not relieve the member of liability
for any dues or other obligations to the Association that are then in arrears. All rights,
privileges and interests of a member in or to the Association shall cease upon withdrawal
from membership. Dues shall not be refunded to members in the event of withdrawal.
- Termination or Suspension of Membership
The membership of any member may be terminated or suspended for cause by the
Association. Such cause shall include, but not be limited to, not meeting the qualifications
for membership or repeated or willful violations of the Bylaws of the Association, including
failure to pay dues. Upon termination or suspension of any member from the Association,
the Association shall promptly give written notice to the member setting forth the date on
which his membership shall terminate or be suspended and the reasons therefore, and
such member shall be given a reasonable opportunity to request reinstatement and be
heard by the Board. In the event of any termination or suspension of membership, the
Association shall promptly notify each member of the Association as to the action taken.
- Action by Ballot
The voting members may take action without a meeting by casting a vote by ballot. A ballot
shall (1) be in paper or in electronic format, such as by e-mail or other on-line format; (2) set
forth each proposed action; (3) provide an opportunity to vote for, or withhold a vote for,
each candidate for election as a Governor; and (4) provide an opportunity to vote for or
against each other proposed action. Approval by ballot, other than election of Governors,
shall be valid only when the number of votes cast by ballot equals or exceeds the quorum
required to be present at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required to approve the matter at a
meeting at which the total number of votes cast was the same as the number of votes cast
by ballot. All solicitations for votes by ballot shall: (i) indicate the number of responses
needed to meet the quorum requirements; (ii) state the percentage of approvals necessary
to approve each matter other than election of Governors; and (iii) specify the time by which
a ballot must be received by the Association in order to be counted.
BOARD OF GOVERNORS
- General Powers
The affairs of the Association are to be governed by its Board of Governors (the "Board"
and individually, the "Governors"). The Board shall generally control and manage the affairs
of the Association with all necessary authority to conduct the business thereof and shall
have the powers and duties typically vested in a board of directors.
The Board shall be comprised of seventeen (17) members, as follows: the President, the
President-Elect, the President of DHI (Canada), the Chairperson of the Certification Council,
Immediate Former President and twelve (12) members elected at-large by the voting
membership (the "At-Large Governors"). The At-Large Governors shall not represent any
geographic area and shall serve staggered three-year terms.
Governors shall be elected to serve three-year terms. The Immediate Former President will
serve a one-year term. Governors shall be eligible for re-election, with the following
limitation: no Governor shall be eligible for re-election after serving two (2) consecutive
three-year terms unless he or she has not been a Governor for three (3) consecutive years.
- Election of Governors
A nominating committee, created in accordance with policies and procedures established
and approved by the Board (the "Nominating Committee"), shall nominate persons who
meet the qualifications, established from time to time by the Board, for election as a
Governor, and shall notify the Chief Executive Officer of the slate of nominees by February
1 in each year. The Chief Executive Officer shall immediately notify the voting members of
the Association of the slate of candidates proposed by the Nominating Committee. By April
1 in each year, the Chief Executive Officer shall prepare a ballot to mail or send by
electronic methods to all members entitled to vote, containing the slate of candidates
proposed by the Nominating Committee. Each ballot shall list the names of the candidates
in alphabetical order and shall contain biographies and photographs of all nominees. Voting
members shall return their ballots to the Chief Executive Officer, who shall have the votes
tallied in accordance with the procedure established and approved by the Board. Only
ballots received as of June 1 shall be counted. In the event of a tie vote, an immediate
runoff election shall be conducted. All newly elected Governors terms begin on July 1.
Meetings of the Board may be held at any time upon the call of the President or upon
written request to the President by five (5) members of the Board, provided, however, that in
each case, at least one (1) day advance written notice is given to each Board member.
Notices of meetings may be waived by Board members. The President shall preside at all
meetings of the Board, or in the President's absence, the President-Elect shall preside.
There shall be at least one meeting of the Board each year.
Vacancies that may occur on the Board by reason of death, resignation, or otherwise may
be filled by the President, with the approval of the Board, for the duration of the unexpired
term. Any Governor failing to attend two or more successive Board meetings may be
replaced as provided herein.
A majority of the members of the Board shall constitute a quorum at any meeting.
- Manner of Acting
Unless otherwise provided herein, the act of a majority of the Governors present at a
meeting at which a quorum is present shall be the act of the Board of Governors, unless the
act of a greater number is required by law or by law or these Bylaws. Governors may
attend a meeting by telephonic, electronic or videoconferencing facilities, or other means of
communication by which all persons participating in the meeting can simultaneously hear
- Action Without Meeting
Any action required by law to be taken at a meeting of Governors, or any action that may be
taken at a meeting of Governors, may be taken without a meeting if each Governor signs a
consent in the form of a record describing the action to be taken and delivers it to the
Association. Unanimous consent has the effect of action taken at a meeting of the Board
and may be described as such in any document. Consents may be transmitted electronically.
At the annual meeting, the Board shall elect the President-Elect and First and Second Vice
Presidents from the At-Large Governors. The Board shall also appoint a Treasurer and a
Secretary annually. The qualifications to hold offices in the Association shall be established
from time to time by the Board.
An officer's term shall be for one year and will commence on July 1.
The President shall preside at all meetings of the Association and will function as the
Chairman of the Board. The President, who shall not be a staff member of the Association,
shall perform all duties incident to the office and recommend such action to the Board as
may be appropriate to improve the Association and benefit its members. The President shall
report to the Board as appropriate and shall make an annual report to the membership on
behalf of the Board.
The President-Elect shall act as President in the event of the absence or disability of the
President or vacancy in the office of the President. The President-Elect shall succeed
automatically to the office of President. The President-Elect shall perform such other duties
as are necessarily incident to the office or as may be prescribed by the Board.
- First Vice President and Second Vice President
The First Vice President shall act as President-Elect in the event of the absence or disability of the President-Elect or vacancy in the office of President-Elect. The Second Vice
President shall act as the First Vice President in the event of the absence or disability of the
First Vice President or vacancy in the office of First Vice President. The First Vice President
and the Second Vice President shall perform such other duties as are necessarily incident
to their respective offices or as may be prescribed by the Board. Both the First Vice
President and the Second Vice President shall serve as At-Large Governors.
The Secretary shall be responsible for maintaining the official books and records of the
Association. The Secretary may be a staff member.
The Treasurer shall have general supervision of the financial affairs of the Association,
including keeping necessary books of account and records for all transactions for the
Association. The Treasurer shall furnish summarized financial reports to the Board and to
any committee of the Board or the Association, as directed by the Board. The Treasurer
may be required by the Board to furnish acceptable bond, at the expense of the
Association, for the faithful performance of the duties of the Treasurer. The Treasurer may
be a staff member.
- Other Officers
The President shall have the power to appoint such other subordinate officers as he or she
deems necessary and appropriate, such as an Assistant Vice President, Assistant
Treasurer, Assistant Secretary and the like. All such subordinate officers shall be staff
The President, President-Elect, First Vice President and Second Vice President shall serve
without salary, but shall be reimbursed for necessary expenses incurred in the furtherance
of the affairs of the Association, in amounts within the budget approved by the Board and in
accordance with procedures adopted by the Board. All other officers shall receive no
additional compensation for their service as officers.
There shall be such standing and special committees of the Board and the Association as
the Board or the President may authorize and the President may appoint. The President
shall determine the composition, responsibilities and authority of each such committee.
- Executive Committee
There shall be an Executive Committee of the Board of Governors, comprised of the
President, President-Elect, First Vice President and Second Vice President, the immediate
Past President, and from one to three other Governors appointed by the President after
consultation with the Officers Nominating Committee and the Board of Governors. Except
as otherwise required by law or these Bylaws, the Executive Committee shall have such
authority as the Board of Governors shall grant it for the management of DHI. The
Executive Committee shall keep regular minutes of its proceedings and shall provide
reports on its conclusions, recommendations, and actions to the Board of Governors on a
CHIEF EXECUTIVE OFFICER
A Chief Executive Officer may be appointed by the Board. The position of Chief Executive
Officer is not an office of the Association, and any person serving as Chief Executive Officer
is not an officer of the Association. The Chief Executive Officer shall report to the Board.
The Chief Executive Officer shall be the administrator of the Association, responsible for the
management and direction of all operations, programs, activities and affairs of the
Association, including but not limited to the implementation of the strategic plan of the
Association, the official correspondence, the maintenance of accurate records of all the
business of the Association, the supervision of the editing and publication of the
Association's official journal, and making recommendations for the engagement of the
services of attorneys, accountants and other professionals, and the performance of such
other duties as may be specified from time to time by the Board. Unless otherwise provided in these Bylaws, the Chief Executive Officer shall serve as an ex officio member of committees of the Board and the Association as the Board shall determine..
Chapters shall be local associations approved by the Board to further the purposes to which
the Association is dedicated. Chapters affiliated with the Association are organized
separately from the Association and chartered or existing as separate organizations under
applicable local law. Each chapter shall have the right to use the name and seal of the
Association provided, however, that such chapter agrees to abide by the requirements for
the conduct of the Association's chapters as adopted from time to time by the Board.
The Board may withdraw a charter from a chapter for cause provided, however, that notice,
together with a copy of the reason or reasons for withdrawal of a charter, shall be sent to
the president of such chapter at least thirty (30) days prior to the meeting of the Board
where such action shall be considered. Cause shall include, but not be limited to, failure to
promote the best interests of the Association, to support the work of the Committees of the
Board, or to abide by requirements for the conduct of the Association’s chapters as adopted
from time to time by the Board. Any chapter, by its president, may appear before the Board
to challenge the withdrawal of a charter, and may appeal from the decision of the Board to
the membership at its next annual meeting. The majority decision of the members present
at such meeting shall be final.
There shall be an entity known as DHI (Canada), having a president, president-elect, and
such committees as shall be determined by DHI (Canada). The officers, governors and
committee members of DHI (Canada) shall be elected or appointed in accordance with such
procedures as are adopted from time to time by DHI (Canada). The DHI (Canada) president
shall automatically be a member of the Board of the Association.
- Member Qualifications
There shall be a Certification Council comprised of a minimum of seven (7) members,
each of whom is required to hold one of DHI’s professional certifications and be actively
enrolled in the DHI Continuing Education Program. The members of the Certification
Council shall be appointed by the DHI President (except for the Canadian Consultant
member), as follows:
- 1 member shall represent Canadian Consultants and be appointed by DHI Canada
- 6 at large members
The Chair of the Certification Council shall be appointed by the DHI President and approved
by the DHI Board of Governors.
The purpose of the Certification Council is to be responsible for the establishment,
administration, adjudication and issuance of Association certifications as directed by the
Board of Governors.
The members of the Certification Council shall serve one year terms, and such members
are eligible to be re-appointed for successive terms.
The fiscal year shall begin on the first day of January and end on December 31.
- Expenses and Liabilities
Each Governor, officer or staff member of the Association shall be indemnified by the
Association against liabilities, fines, penalties and claims, including amounts paid in
settlement, reasonable expenses, and attorney's fees, imposed or asserted against him or
her as a Governor, officer or staff member, whether or not he or she is then a Governor, officer or staff member to such extent as allowed by law. The Association may elect to indemnify any person who may serve at its request as a Governor or officer of another
corporation. No indemnification or advance against expenses shall be approved by the Board or paid by the Corporation until after receipt from legal counsel of an opinion concerning the legality of the proposed indemnification or advance.
- Advance Payment of Expenses
Expenses incurred by a Governor, officer or staff member in defending a civil or criminal
action, suit or proceeding may be paid by the Association in advance of the final disposition
of such action, suit or proceeding as authorized by the Board, where the Governor, officer
or staff member agrees in writing to repay such amount, unless it shall be ultimately
determined that he or she is entitled to be indemnified by the Association.
The Association shall have the power to purchase and maintain insurance on behalf of any
person who is or was a Governor, officer or staff member of the Association against any
liability asserted against him or her or incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Association would have the power to
indemnify him or her against such liability.
- Other Rights
The indemnification provided in this Article shall not be deemed to be exclusive of any other
rights to which a Governor, officer or staff member may be entitled under any statute,
agreement, vote of the Board or members, or otherwise.
These Bylaws may be amended only by a vote of two-thirds (2/3) of the members of the
Board in attendance at a meeting where a quorum is present. Whenever an amendment to
these Bylaws is proposed, a statement of the purpose of such amendment shall be included
in the notice of annual or special meeting or in the waiver of notice of meeting sent to each
member of the Board.