ABOUT WHPA

Bylaws

Bylaws of Western HVAC Performance Alliance Inc. (WHPA)
A California Nonprofit Public Benefit Corporation
(as of March 1, 2018)


ARTICLE 1
NAME
Section 1.1 Corporate Name The name of this corporation is Western HVAC Performance Alliance Inc., a California nonprofit public benefit corporation (the “Corporation”).
ARTICLE 2
OFFICES
Section 2.1

Principal Office

The principal office for the transaction of the business of the Corporation may be established at any place or places within or without the State of California by resolution of the Board.

Section 2.2

Other Offices

The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to transact business.

ARTICLE 3
PURPOSES
Section 3.1

Purposes In addition to the purposes set forth in the Corporation’s Articles of Incorporation, as may be amended, the purposes of the Corporation shall include without limitation, to serve as a credible, reliable, influential, and effective resource for a broad-based community of stakeholders who have joined forces to transform the Heating, Ventilation, Air Conditioning, and Refrigeration marketplace through its focus on energy efficiency, environmental quality, and sustainability goals and outcomes.

ARTICLE 4
LIMITATIONS
Section 4.1

Political ActivitiesThe Corporation has been formed under the California Nonprofit Corporation Law (the “Law”) for the charitable purposes described in Article 3, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

Section 4.2

Asset Distribution No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Directors, Officers, or any other member or individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

Section 4.3

Code ComplianceNotwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

ARTICLE 5
DISSOLUTION
Section 5.1

Distribution of Assets Upon Dissolution In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation (except any assets held by the Corporation upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the Corporation in such manner, or to such organization or organizations which are then qualified as exempt within the meaning of Section 501(c)(3) (but only if the purposes and objectives of such organization(s) are similar to the purposes and objectives of the Corporation) of the Code (or the corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the Corporation is then located, to be used in such manner as in the judgment of such court will best accomplish the general purposes for which the Corporation was organized.

ARTICLE 6
MEMBERSHIPS
Section 6.1

MembersThe Board of Directors may provide membership in the Corporation under such terms and conditions as may be determined from time-to-time by the Board of Directors, in addition to those established by these Bylaws without having to amend these Bylaws. The Board of Directors may establish several classes of membership, each of which may have different eligibility requirements, be charged different membership fees and have different membership agreements. Membership may be granted to any corporation or other entity that: (i) meets the criteria set forth for each category of membership in the Corporation; (ii) shares interest in and supports the purposes of the Corporation; (iii) abides by these Bylaws and such other policies, rules, and regulations as the Corporation may adopt; and (iv) meets such additional criteria for each category of membership in the Corporation as the Board of Directors may establish.

Section 6.2

Classes and Eligibility of MembershipThe Corporation’s membership shall be comprised of Full Members and Associate Members.

6.2.1
    Full Members: Corporations or other entities actively engaged in the heating, ventilation, air conditioning, or refrigeration industries shall be eligible for Full membership in the Corporation. There shall be four (4) categories of Full Members as follows:
  • Direct Supply Chain/Market Actor/End User
  • Industry/Consumer Organizations
  • Local/State/Federal Government Agencies
  • Energy Providers/Program Administrators
6.2.2

Associate Members: Individuals retired from Full Member entities, members of the media and other parties with an interest in the purpose and goals of the Corporation shall be eligible for Associate membership.

Section 6.3

Annual DuesThe Board of Directors shall determine the membership dues structure for the Corporation and shall adopt a membership dues structure that sets annual amounts for each membership category. Annual dues will be adjusted from time-to-time by a majority vote of the entire Board of Directors.

Section 6.4

Membership Rights

6.4.1

All Full Member employees (including officers and owners) may serve on and participate in the Corporation’s committees and task forces; serve in leadership roles on committees and task forces; hold office in the Corporation; and serve on the Corporation’s Board of Directors.

6.4.2

Only Full Members in good standing shall have the right to vote on those items specified by the Board of Directors, excluding (i) amending the Articles of Incorporation, (ii) revising the Bylaws, and (iii) merging or dissolving the Corporation. Voting by proxy, mail or electronic means shall be permitted to the full extent allowed by the Law. Each Full Member shall have one (1) vote on any matter put to the voting members for a vote, which shall be exercised by (i) the principal officer or owner of such Full Member; or (ii) such individual as shall be appointed by the Full Member in writing. Full Members may be referred to herein as the Corporation’s “voting members.”

6.4.3

All Associate Member employees (including officers and owners) may attend the Corporation’s meetings and conferences, and participate in the Corporation’s committees and task forces. Associate Members (including their employees, owners and officers) cannot (i) serve in leadership roles on the Corporation’s committees and task forces; or (ii) serve on the Board of Directors. Associate Members shall have no voting rights in the Corporation. Associate Members are not “members” of the Corporation as defined in section 5056 of the Law.

6.4.4

Membership is a privilege and not a property right. No Member will have an ownership or property right in the Corporation’s funds, property or other assets.

RESOURCES


WHPA History and Progress

WHPA Bylaws

WHPA Organization Chart

Code of Conduct

WHPA Branding Guidelines