Find a Local A/C Contractor in Southern Nevada

More Information

Download a membership application, and join your fellow HVAC contractors in one of Southern Nevada's finest trade associations.

More Information

Why your company should join forces with other HVAC businesses

More Information

Meet the men and women who serve as the association's Officers.

More Information

Bylaws

Southern Nevada Air Conditioning Refrigeration Service Contractors Association, Inc.

(SNARSCA) 

A Nevada Nonprofit Corporation 

Amended October 19. 2004

BYLAWS

BYLAW I

NAME

The name by which this Association, a non-profit corporation incorporated under the laws of the State of Nevada, shall be known as the 'Southern Nevada Air Conditioning Refrigeration Service Contractors Association, Inc.' (SNARSCA), hereinafter called 'the Association.'

SCOPE

The scope of this Association shall be to provide services to firms, individuals and corporations who may design, install, service, repair and supply environmental systems such as, but not limited to, air conditioning, heating, refrigeration, humidification, dehumidification, air purification and ventilation; and related business as approved by the Board of Directors.

OBJECTIVE

The specific objectives of this Association include, but are not limited to:

1.1         To promote and protect the interests and welfare of the industry, its members, and the public which it serves.

1.2         Encourage and help members in setting up programs and operating same.

1.3         Encourage the education of the members in the economical and profitable pursuit of the environmental systems industry in accordance with sound business principals.

1.4         Assist in the training of service and installation technicians.

1.5         Encourage and promote at the high school, trade, and college levels the employment challenges and opportunities of the environmental systems industry.

1.6         Represent the interests of its members in matters of legislation and regulation on national, state and local levels,

1.7         Assist in the enactment of licensing laws and codes.

1.8         Develop and promote harmonious relations between Association members and their employees, public officials, architects, engineers and other segments of the construction industry, and others with related interests.

1.9         Improve and promote the character, integrity and quality of the work done and labor employed and, by educational and public service, contribute to the advancement of the industry in all its branches.

1.10      Cooperate with other trade and professional associations in all matters, which advance the interest of the environmental systems industry and community.

1.11      Promote the practical application of scientific knowledge for the benefit of public health, safety, and comfort.

1.12      Standardize and improve the materials and methods used in the industry.

1.13      Promote and develop harmonious relations with manufacturers, wholesalers, retailers, and utilities.

1.1.4     Promote and develop harmonious relations with all building departments.

BYLAW II

 MEMBERSHIP

This Association shall be composed of corporations, firms, and individuals regularly engaged in any or all phases of the environmental systems contracting industry as defined in Bylaw I of these Bylaws.

CONTRACTOR MEMBERSHIP in this Association shall be vested in contracting firms or corporations, or in the individual proprietor doing business as a contractor of good repute, who are duly licensed as contractors by the State of Nevada and who shall comply with all conditions and requirements of membership as determined by these Bylaws. One member of the firm or corporation shall be designated as its representative and shall be entitled to hold office, vote and exercise all the rights and duties of active membership.

2.1         Member firms or corporations having affiliates or branch offices shall be considered one member with one vote, unless each affiliate or branch office shall make application for membership.

ASSOCIATE MEMBERSHIP in this Association shall be open to any other individuals and firms of good repute who are determined by the Board of Directors to have an appropriate relationship to the industry, including, but not limited to manufacturers, wholesalers, suppliers, utilities, etc. Associate Membership shall not be open to licensed contractors unless it is impractical for firms to hold Contractor Membership because of geographical location, or other valid reasons as determined by the Board of Directors. One member of the firm or corporation shall be designated as its representative and shall be entitled to hold office, vote and exercise all the rights and duties of active membership.

2.2         Associate member firms or corporations having affiliates or branch offices shall be considered one member with one vote, unless each affiliate or branch office shall make application for membership.

HONORARY MEMBERSHIP may be conferred upon any persons who have rendered unusual service to this Association and/or to the environmental systems industry. Honorary members shall be elected upon unanimous vote of the Board of Directors present and voting at any regularly constituted meeting. Honorary membership shall be valid until death unless suspended or revoked for good cause by unanimous vote of the Board of Directors. Honorary members shall be entitled to vote and exercise all the rights and duties of active membership, however, they shall not be entitled to hold office or be elected to the Board of Directors.

BYLAW III

APPLICATION FOR MEMBERSHIP

3.1         Duly qualified applicants must submit an authorized Membership Application and may become members of the Association upon the approval of the application, by majority vote, of the Board of Directors at its next regular meeting. The firm or corporation shall be designated as the member. Each member firm or corporation shall designate a representative to act on its behalf.

3.2         If not so approved, the applicant shall be so notified within thirty (30) days and shall be afforded the opportunity of appealing such determination at the next regular Board of Directors meeting.  Thereafter the application shall be resubmitted to the Board of Directors.  The applicant he shall be declared a member if he receives a majority vote.

3.3         Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

BYLAW IV

TERMINATION OF MEMBERSHIP

4.1         The Board shall from time to time enact rules governing or take action concerning the termination of, or expulsion from, membership in this Association provided, however, that upon request any member shall be entitled to a hearing before the Board of Directors or a committee designated by it prior to the termination.

4.2         Any member in good standing in the Association may resign at any time.  Resignations must be presented in writing to the Board of Directors, who shall act upon it at their next meeting following receipt.

4.3         Upon good cause shown, the Board of Directors may, by unanimous vote, suspend any member from the Association. The suspension of a member shall have the same effect as a termination of membership for the period of such suspension; and shall comply with paragraph 4.1 of these Bylaws.

4.4         The resignation or expulsion of any member shall not operate to cancel, suspend, abate or void any debt then owed by such member to the Association.

4.5         Any member expelled from membership in the Association may be reinstated upon good cause shown and unanimous vote of the Board of Directors.  Dues prepaid by any member expelled by the Board of Directors shall be returned to that member on a prorated basis.

BYLAW V

DUES ASSESSMENT

All dues of the Association shall be payable January 1st of each year in such amounts as shall be determined by the Board of Directors.

5.1         The Board of Directors, at its discretion, shall adopt, from time to time, dues amounts for membership periods covering less than one full year.

BYLAW VI

BOARD OF DIRECTORS

The Board of Directors is vested with the complete and unrestrained authority in the management of all the affairs of the Association, and is authorized to exercise for such purpose, as the general agent of the Association, its entire corporate authority.

6.1         The affairs of the Association shall be governed by a Board of Directors composed of nine (9) representatives of the Members and can include not more than three (3) representatives of the Associate Members to make up the nine (9) Board of Directors. Members elected to the Board of Directors shall serve for a term of one (1) year. 

6.2         The Board of Directors may designate an Executive Director to promote the best interests and welfare of the Association as specifically set forth in Bylaw IX of these Bylaws. The Executive Director may be compensated for their services and need not be a member.  The Executive Director shall serve at the pleasure of the Board of Directors.

6.3         When any vacancy occurs among the Directors by death, resignation, disqualification, or other cause, the remaining Directors shall elect a successor to hold office for the unexpired term.

6.4         The Board of Directors will meet each month at such time and location and upon such notice as the Board of Directors may from time to time determine, or at the call of the President. A quorum has to be present to affect a meeting. A majority of Board of Directors, one of whom shall be an officer, shall constitute a quorum at any such meeting.

6.5         There shall be an Executive Committee of the Board of Directors which shall consist of the President, Vice-President, Secretary and Treasurer. The Executive Director and shall be an ex-officio member of the Executive Committee. This committee shall manage the affairs of the Association between Board meetings and shall take actions as are necessary to carry out this responsibility within the limits of these Bylaws and subject to the right of the Board of Directors to veto or rescind any action taken by the Executive Committee.

BYLAW VII

OFFICERS

7.1         The President shall have general supervision over the affairs of the Association and shall preside over all general membership meetings and Board of Directors Meetings unless otherwise allowed by the President or Board of Directors.  The President shall, at such times as deemed proper, communicate to the members and make such suggestions as may tend to promote the objectives of the Association.

7.2         The specific duties of the Vice President, Secretary and Treasurer shall be as determined by the Board of Directors.

BYLAW VIII

ELECTION OF BOARD OF DIRECTORS

The Board of Directors shall be elected in the following manner:

8.1         On or before the end of September in each election year the president shall appoint a nominations committee to develop a slate of nine board candidates to present to the October general membership meeting.

8.2         Active members may nominate candidates for the Board of Directors starting at the commencement of the September general membership meeting.  Members may mail or fax nominations to the nominations committee as well. 

8.3         All candidates must be an active member of the association in good standing. 

8.4         Non-contractor members will be allowed to serve on the board of directors. Non-contractor members will be limited to a maximum of three (3) representatives on the board.

8.5         The election for Board of Directors shall be held at the November general membership meeting of the association.  The election process shall be as follows:  The president shall call the meeting to order.  The nominations committee will present its’ slate of candidates and ask for nominations from the floor.  The president will announce that the nominations are closed.

The ballots will be prepared by the Secretary and then given to all active members in attendance. 

The President shall call for the formation of an Election Committee.  The Election Committee shall be comprised of no less then three (3) Associate Members not on the current ballot.  Election Committee members may be nominated individually or en bloc. 

Upon formation of the Election Committee, the President shall call for active members to cast their ballots. 

Upon collecting the ballots, the ballots shall be turned over to the Election Committee, who will be charged with the task of counting and verifying the election results.  The Election Committee shall report to election results to the President. 

The President shall read the names of the nine candidates who received the greatest number of votes and will serve as next years’ board of directors.

8.6         Write-in votes shall be deemed eligible in accordance with normal parliamentary procedures as defined in the most current issue of Roberts Rules of Order.

8.7         The duly elected Board of Directors shall be installed at the December Holiday Gala.

8.8         In the event elected representative shall no longer be available to serve on the Board of Directors that position shall be declared vacant and the Board of Directors shall appoint a replacement Director to serve the remainder of the unexpired term.

BYLAW IX

EXECUTIVE DIRECTOR

The Board of Directors may designate an Executive Director to promote the best interests and welfare of the Association.  The Executive Director may be compensated for his/her services and need not be a member.  The Executive Director shall serve at the pleasure of the Board of Directors.

9.1         The Executive Director shall serve as executive vice president, recommends and participates in the formulation of new policies and makes decisions within existing policies as they have been approved by the Board of Directors.

9.2         The Executive Director shall plan, organize, direct and coordinate the staff, programs and activities of the association to ensure that objectives are attained, plans are fulfilled, and members’ needs are met.

9.3         The Executive Director shall maintain effective internal and external relationships. The Director though management and leadership, achieves economical, productive performance, forward- looking programming; and constructive growth of the Association.

9.4         The Executive Director shall supervise the administrative and business management function of the Association consistent with policy and direction of the Board of Directors and goals and objectives of the organization.

9.5         The Executive Director shall, with the Articles of Incorporation and Bylaws, perform such duties and shall carry out the expressed directions and general policies of the president, executive committee and Board of Directors.

9.6         The Executive Director shall serve in an ex-officio capacity - without vote - and provide staff support for the Board of Directors, executive committee and various committees.

9.7         The Executive Director shall serve and represent this Association and its members to various organizations, agencies, councils, bureaus, etc., as designated by the - Executive Committee or the President of the Association.

BYLAW X

COMMITTEES

The Board of Directors may designate such committees as it may deem advisable, and the President shall appoint the Chairman thereof. The President shall have the power at any time to remove the Chairman of any such committee, without cause, and to fill vacancies in and to dissolve any such committee.

BYLAW XI

SPECIAL COMMITTEES

The President may designate such Special Committees, as he may deem advisable to promote and assist in a specified activity.  The President shall have the power at any time to remove any member of such Special Committee, with or without cause, and to fill vacancies in and to dissolve any such committee.

11.1      In the event any Special Committee created by the President shall generate income and incur expenses as a result of its existence, a separate bank account shall be created, at the discretion of the President.

BYLAW XII

OFFICES AND BOOKS

The principal office of the Association shall be in Las Vegas, Nevada.  A membership roster shall be maintained by the Secretary and Executive Director under the direction of the Board of Directors and this roster shall accurately state the name and address of all members.

BYLAW XIII

FISCAL MANAGEMENT

The fiscal management of the Association shall be considered on a calendar year basis.

13.1 No agreement, contract, or obligation involving the payment of monies or the credit of the Association shall be made without prior approval of the Board of Directors.

13.2 Unless otherwise ordered by the Board of Directors, all agreements and contracts shall be signed by the President (and Secretary, if necessary) in the name and on behalf of the Association.

13.3      All monies of the Association shall be deposited when and as received by the Executive Director in such bank or banks or other depositories as may from time to time be designated by the Board of Directors, and such deposits shall be made in the name of the Association.

BYLAW XIV

Anti-Trust Compliance

The Southern Nevada Air Conditioning Refrigeration Service Contractors Association (SNARSCA) is an association of Southern Nevada C-21 contractors and affiliates who are dedicated to providing their customers with quality service at a competitive price.

SNARSCA members are hands-on participants in a high-tech industry. It is an industry with a continually changing technology as manufacturers strive to produce equipment that provides more output, using less energy and featuring environmentally safe coolants.

It is SNARSCA’s mission to assist and enable its members to acquire, serve and satisfy their customers by:

•             Providing the highest quality  technical and management information and services,

•             By promoting good business ethics and sound business practices,

•             By being the standard of excellence by which others are measured,

•             By influencing public policy to improve the business climate,

•             By enhancing the image of contractor professionalism to government, industry and the public,

•             And, by maintaining and expanding SNARSCA’s membership base and sphere of influence

14.1      Essentially, SNARSCA serves to be the focal point in the local HVACR contracting industry information exchange system.  We are constantly bringing competitors together to exchange information.  We sponsor meetings with contractors, distributors, manufacturers, suppliers, consultants, government representatives and legislators.  We establish the framework that permits our members to be the best competitors possible. 

14.2      As a trade association, SNARSCA operates under articles of incorporation, bylaws and policies established by its Board of Directors.

14.3      SNARSCA conducts meetings, seminars, informational exchanges and other activities in strict conformance and compliance with the requirements of all federal and state laws.

14.4      The Association has a strong anti-trust compliance program and makes a special effort to ensure that all staff and association leaders are knowledgeable regarding ant-trust restrictions on association activities. 

These include:

Notice and Agenda of Meetings

The SNARSCA President and Vice-President or their designees will send out notices of all association meetings by letters or by fax or by email.  An agenda listing the issues to be discussed is presented to all Board members in advance of the meeting.  If any of these issues are anti-trust sensitive, the President & and Vice-President shall confers with counsel to determine what boundaries should be placed on the discussion.  The President & and Vice-President also advise those attending the meeting what can be discussed and what cannot be discussed.  Informal sessions after official SNARSCA meetings are not allowed.

Subjects to Avoid at Meetings

Price Fixing and Pricing Any discussion that either directly or indirectly related to current pricing practices or conditions of sale of competitive SNARSCA contractors and suppliers must be avoided.

Costs incurred by members for materials, labor and HVACR equipment may be discussed for informational purposes but no agreements may be reached or consensus positions developed as to what is a reasonable price or a reasonable cost.

Guarantees offered by various manufacturers may be discussed.  Contractors and suppliers can evaluate strengths and weaknesses of guarantees.  Contractors and suppliers cannot agree to offer only a certain type of guarantee.  Such an agreement related to a term or condition of sale and is equivalent to an agreement to fix prices.

Credit terms are also a condition of sale.  Although contractors and suppliers may exchange information relating to credit terms offered to consumers, contractors and suppliers should not agree to adopt a uniform credit policy (i.e. all customers will be charged 1 ½% per month on balances over 30 days old).

Customer Allocation. Any agreements allocating specific customers or geographic service areas are clearly illegal.  Customer allocations would include situations where two competitors agree that Competitor A would serve all the Wendy’s and K-Mart stores and Competitor B would serve all the McDonald’s and Sears stores.  Territorial allocations would included situations where two competitors agree that Competitor A would get all the consumer calls on the west side of I-15 and Competitor B would get all the consumer calls on the east side of I-15.

BYLAW XV

AMENDMENTS

These Bylaws may be amended or repealed or new Bylaws may be added; any such revisions to these Bylaws will be made through committee recommendations.

15.1 The Board of Directors shall create a Bylaws Committee, the scope of which shall be to ensure that the views and concerns of the entire membership are reflected in the Bylaws of this Association.

15.2      Upon recommendation of said Committee at any regular or special meeting of the Board of Directors, the Board of Directors shall, by a majority vote, vote on the applicability of such recommendation(s).

15.3 The proposed changes or revisions to these Bylaws shall be presented to the general membership for vote.  Notice of the proposed changes shall be mailed to each member entitled to vote not less than thirty (30) days prior to the general membership meeting at which the vote will be taken. Only members who are present at the published meeting will be eligible to vote on the proposed changes. Results of the vote shall be presented to the Board of Directors for formal action regarding the proposed changes.

15.4      Any member of this Association, or member of the Board of Directors, may submit, in writing, any proposed change or amendment to the Bylaws Committee or to the Board of Directors at any time.

CERTIFIED that the above and foregoing Bylaws as amended were duly adopted by the Board of Directors of the Association in a meeting held March 18, 1997.

==S==

SCOTT D. MEIER, President

JEFF STEWART, Secretary by Bill Laub

As amended by a general membership vote on October 19, 2004.