How HARDI Works
A Short Guide to Making Your Association Work Effectively for You
Introduction
From the HARDI Membership Committee –
"How HARDI Works For You?" is an informal guide intended to assist members in making best, effective use of your Association.
It does not replace, nor alter in any way, the official Bylaws of HARDI.
Still, these plain-language comments get to the point – how to make HARDI work for you – and we hope will be helpful to you in that regard.
STRUCTURE OF THE BOARD
- Immediate Past President
- President
- President-elect
- Vice President
- Secretary/Treasurer
- One Director (wholesaler) from each of the eight regions
- Two Supplier (manufacturer) Advisors – non-voting
- One Supplier (manufacturer respresentative) Advisor – non-voting
HARDI REGIONS
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TABLE OF CONTENTS:
- Purpose
- Membership
- Regions
- Open Meeting Policies
- Councils
- Committies
- Limited Committees
- HARDI's Antitrust Compliance Guidelines
PURPOSE
The purposes of the Association are:
(a) to promote the interests of the wholesale heating, refrigeration and air conditioning industry by undertaking such programs, services and activities as are lawful and consistent with this Article,
(b) to improve the business conditions and efficiency of the wholesale heating, airconditioning and refrigeration industry,
(c) to secure cooperative action and communication among its members in advancing the common purposes and objectives of its members,
(d) to collect and disseminate information to enable the members to conduct their business with greater economy, efficiency and profitability,
(e) to advance the education of the industry at all levels of distribution to attain a higher standard of efficiency to better serve the consuming public,
(f) to inform its members of legislation and requirements of law applicable to their business and to encourage and promote reasonable laws, code standards and regulations applicable to their business, and
(g) to promote a better understanding between the heating, refrigeration and air conditioning distributor and others in the industry's supply chain.
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MEMBERSHIP
Wholesaler Members. Any person, firm, or corporation is eligible to become a Wholesaler Member if the applicant:
(a) qualifies as a Wholesaler, Plan and Spec Distributor, Corporate Wholesaler or Integrated Wholesale Distributor, as those terms are defined below,
(b) does not engage in the service or contracting of heating, refrigeration or air conditioning equipment, and
(c) has completed and can verify completion of a minimum of one year in business.
Wholesaler is any wholesaler of heating, refrigeration, airconditioning or sheet metal equipment, products and accessories, having an established place of business in North America (U.S. and Canada), who takes title to the products it handles, carries an adequate stock, assumes credit risks, sells to dealer-contractors for resale and does not have an interest in a HVACR (Heating, Ventilating, Air Conditioning and Refrigeration) retail establishment adjacent to, or a financial integrated part of, its wholesale business.
Plan and Spec Distributor is any engineered products distributor that takes title to products with assigned distribution rights, whose primary business focus is the specification, take-off, bidding, sales, procurement and supply of HVACR equipment, parts and/or accessories, and whose services shall be directed to commercial, institutional, industrial and contractor accounts and specifically excluding retail sales.
Corporate Wholesaler is any corporate entity involved in the wholesale distribution of HVACR equipment, parts and/or accessories that operates and/or defines the business practice of subsidiary wholesale distribution companies.
Integrated Wholesale Distributor is any wholesale distribution business for HVACR equipment, parts and/or accessories that operates as a subsidiary of a non-wholesaling incorporated business entity such as a manufacturer, mass merchandiser, entity, energy provider, consolidator or e-commerce business, and whose corporate parent maintains Associate Membership in the Association.
Supplier Members. Any person, firm or corporation is eligible to become a Supplier Member if the applicant:
(a) qualifies as a Supplier or a Manufacturer Representative, as those terms are defined below, and
(b) has completed and can verify completion of a minimum of one year in business.
Supplier is any manufacturer of HVACR equipment, parts and/or accessories which sells to wholesalers.
Manufacturer Representative is any person, firm or corporation who handles HVACR equipment parts and/or accessories and who sells to wholesalers.
Associate Trade Service Members. Any person, firm or corporation is eligible to become an Associate Trade Service Member if the applicant:
(a) qualifies as a Service Vendor or a Marketing/Purchasing Cooperative, as those terms are defined below, and
(b) has completed and can verify completion of a minimum of one year in business.
Service Vendor is any business entity that sells or provides, or seeks to sell or provide, business products or services to businesses which qualify as Wholesaler Members.
Marketing/Purchasing Cooperative is any business entity formed by independently owned wholesaler distributors of HVACR equipment, parts and/or supplies for the purpose of achieving greater buying power among vendors and suppliers, and offering members such services as cost rebates, special marketing and purchasing programs, and centralized business operations and benefits.
International Wholesaler Members. Any person, firm or corporation is eligible to become an International Wholesaler Member if the Applicant:
(a) would qualify as a Wholesaler Member as specified in Section 1 of this Article, except that the applicant does not have an established place of business in North America,
(b) does not sell or supply directly or indirectly, HVACR equipment, parts and/or supplies to customers in North America,
(c) has completed and can verify completion of a minimum of one year in business.
Voting Rights and Privileges
Wholesaler Members in good standing have the right to one vote and to all other rights and privileges of membership. The following categories have no voting rights, and their representatives are not eligible for election as Officers or as Directors: Supplier Members, Associate Trade Service Members and International Wholesaler Members. No member has any proprietary interest in the property of the Association.
Board of Directors
The Board of Directors consists of the Officers of the Association and one Director elected from each Region. Each Director has been elected and qualified. In addition to the Directors, the Board includes three (3) Advisors elected by the Supplier Members. Nominees for Officer positions shall have had prior service as a Director. An Officer may not simultaneously hold a Director seat. Upon approval of the Board of Directors, the names of nominees are reported at the annual meeting for election. Additional nominations may be made from the floor at the annual meeting. A majority vote of a quorum of voting members is necessary for the election of nominees.
Application for Membership
All applications for membership are made using forms supplied by the Association. Completed applications are submitted to the Board of Directors for consideration. Upon approval by the Board of Directors, the applicant becomes a member.
Interested in membership? CLICK HERE for the HARDI Membership Inquiry Form.
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REGIONS
General. Each region may establish its own constitution, subject to the approval of the Board of Directors. The requirements for membership in any Region are consistent with the requirements for the various classifications of membership as described previously. Each region may hold at least one meeting each year.
Chairperson of Region. The presiding officer of a Region is known as the "Chairperson" of that Region.
Regional Activities. A Region will accept as a Member of the Region any Member of the Association that has a branch store located in the geographic area included within such Region. A Region may, by a majority vote of the members of the Region, approve as a member of the Region, heating, air conditioning and refrigeration wholesalers that are not Members of the Association. Such membership in the Region shall be limited to one (1) year, during which time the Regional member must submit a completed application for Membership in the Association. If such application is not submitted by the end of such one (1) year period, or if the application is not approved by the Board of Directors of the Association, the Regional member's Regional membership will terminate.
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OPEN MEETING POLICIES
1. As a general rule, all committee and council meetings are open to all members and guests, and their active participation in the workings thereof is encouraged.
2. Certain meetings may center on specific operations or study that necessitates the core committee to serve by invitation. In such cases, the core participants will be so identified at the meeting table. Observers are welcome to attend the meeting and may be asked to participate at the call of the meeting chairs.
3. A committee or council meeting or portion thereof may be open to only wholesale members or supplier/associate members when specifically stated in advance by the chair of the respective committee or council.
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COUNCILS
What many call the HVACR-wholesale industry at wholesale is not a homogeneous grouping – and neither, therefore, is the HARDI membership.
Wholesalers choose the particular niche, in their markets, in which they choose to operate. Some may concentrate on the new equipment/new construction market; some may choose to concentrate exclusively (or almost) on the controls business; some may elect the "low temperature (product and process) refrigeration" – business; some may emphasize metals, and metal-working machinery, and related businesses; some may focus on engineered products primarily for the plan and spec market.
We've just explained how HARDI wholesalers (and many manufacturers) divide themselves into natural, product-oriented "affinity groups."
And, we've just demonstrated why there are four "Councils" within HARDI:
HVAC Systems & Equipment
Controls Distributors
Refrigeration Systems
Hydronic Heating & CoolingEach Council has its own Steering Committee, and for each HARDI conference plans a segment of the conference program that will be of specific interest to those wholesalers and vendors active in that particular segment of the business.
The Councils are not exclusive. Whether you are "in" their business, or thinking about it, you are invited to attend their sessions. You and your key personnel can attend all the Council sessions, if you wish, just to keep track of what's going on.
Sometimes the Councils (often working with an appropriate Committee) recommend and then participate in work projects, too. An example would be the "Counter Handbook" originally thought up by the Refrigeration Systems Council, then brought to fruition and made greatly popular in a joint project by the Council and the Education Committee.
Why Not Be Involved? You won't be surprised to learn that Councils are always looking for interested, contributing participants. After you've identified which Council(s) represent your major area of business interest, why not volunteer for a future Steering Committee assignment, or work in some way on whatever that particular Council is attempting at the moment? You'll find it rewarding and significant. Talk to the Chairperson. He or she wants to hear from you
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COMMITTEES
Every association has its array of "committees," but HARDI's are different – for you! Business Related Committees meet twice annually.
You are invited to attend and actively participate in these sessions. It is here, at these meetings, that almost all HARDI activities are initiated and, (often in cooperation with Councils) the "implementing" work is subsequently supervised and perfected.
This is how HARDI works; this is where your voice is most directly heard.
HARDI is proud that, while any member or associate may attend and contribute to any Committee meeting, scores have asked that their on-going interest in a particular group be recorded by identifying them as "committee members."
You can do that too. When you have found "your spot," just let the Chairperson, or the HARDI staff, know. Then you are automatically "in the loop" for all committee correspondence, requests for comments, and notices.
Presently, the HARDI Business Related Committees are:
Professional Development & Training Committee: One of the key committees of the association. Oversees the functions of the Independent Study Institute, coordinates "training" idea efforts arising from other Councils and Committees, and helps evaluate/coordinate ideas and plans for seminars and workshops.
Government & Trade Relations: Serves as the watchdog on issues that may or will affect wholesaler-distributors, on the federal and (as possible) state levels. Acts as the key interface with the National Association of Wholesaler-Distributors (NAW) in Washington, DC.
Management Methods: Sometimes viewed as the "statistical" group within HARDI, Management Methods does in fact supervise such important programs as the annual Profit Improvement Program (ratio) study, the monthly Sales Trends, and quarterly Sales Forecast programs. In addition, however, it is deeply involved in the evaluation and presentation of a much broader variety of "management methods" learning opportunities for HARDI members, at conferences and otherwise.
Membership Committee: A committee focused simply on the growth and enhancement of HARDI membership. The committee is made up of members and associates with a strong commitment to the Association and to the perpetuation of wholesale distribution in the HVACR industry.
Distribution/Logistics: This is the group which spurred HARDI's extensive commitment to developing the Bar Coding science; published OSHA's Forklift Training Guidelines; and continues its efforts to help members perfect their skills in warehouse and logistics operations.
Supply Chain Technologies: E-commerce/E-business/the internet and all that entails fall under the purview of this interest group. Improving on-line surplus inventory exchange and product synchronization are among their on-going projects.
Impact: This committee serves to drive awareness and opportunities for association and member participation in appropriately identified humanitarian causes on a local, national and international level.
Plan and Spec: Members involved in the sale and application of engineered products address issues during HARDI conferences and through participation in AHR Expo educational sessions develop topics of particular interest to stocking manufacturer representatives.
Sheet Metal/Air Handling Products: This group brings together members with in steel – coils, flats, prefab pipe & fittings, etc. to discuss mills, what they’re doing, inventory strategies, marketing trends, etc.
Sustainable Building Committee: Exists to review, analyze and assess opportunities for energy savings and sales growth for HARDI members. They report concise and relevant information to members in simple to understand language with fingertip access to help improve the environment and member businesses.
Somewhere Here, is a Special Interest of Yours: These Committees, truly, are waiting for you. As a member of HARDI, why not show up, share, and realize the personal satisfaction of having made your own industry better?
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LIMITED COMMITTEES
These are the "Special Interest Committees" of HARDI:
Supplier Members: This committee is "special" simply because it does not relate to HARDI wholesaler members. This committee meets at every HARDI conference.
It is open to every Supplier and Associate Member. It has its own Steering Committee. The purpose is to provide a forum in which Suppliers and Associates can reach consensus on recommendations to the association; discuss the possibilities of cooperating with wholesaler-members on useful programs and activities; and otherwise give the Suppliers/Associates a voice in what HARDI is or could be doing. The group elects its own Chairperson and decides its own Agendas.
Manufacturer Representatives: A sub-group of the Supplier/Associate Member Committee, the "reps" focus on issues of concern to the independent sales agent.
Futures Studies/Morris Group: An unusual HARDI group, with no "charge" to produce any work product, or even a report. It exercises a free exchange of ideas on events that may impact upon the future business of HARDI members. It may then suggest those ideas to other appropriate groups (Committees/Councils) within HARDI. Its membership is "open" because the group is always looking for thoughtful input, but participation is necessarily limited to invited persons.
Former Presidents' Advisory Committee: The qualifications are rather obvious. The committee functions not to second-guess the current administration, but rather to offer suggestions and comments for the good of the association. Occasionally it is also requested by the Board to undertake study assignments of a specific nature.
Another category of special "interest" committees includes the following so-called "functional" groups:
Distribution Practices: This committee of experienced members meets upon request of the Board of Trustees to consider issues relating to distribution policies and practices of both manufacturers and wholesalers when such issues are reviewed as industry wide or broader than the interests of any single council or committee. Distribution Practices may recommend additional discussions with selected groups or other action by the Board.
Events Task Force: A coordinating/planning group which draws its members on a rotating basis from among the Officers and Trustees and Committee/Council Chairpersons, the Events/Program Committee serves both to plan for HARDI conferences and member workshops, and to assist the committees and councils in devising their own programs and projects so as to complement and enhance the work of other HARDI groups. This committee also stands ready to hear and act upon your suggestions for HARDI conference and meeting locations and activities.
Insurance & Risk Management: Oversees the extensive group insurance programs offered by HARDI, often in conjunction with NAW. Its (often long-time) members are persons willing to look after the long-time insurance needs of HARDI members, with few plaudits and a lot of hard work.
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HEATING, AIRCONDITIONING & REFRIGERATION DISTRIBUTORS INTERNATIONAL
ANTITRUST COMPLIANCE GUIDELINES
All Association meetings are conducted in accordance with HARDI's antitrust compliance guidelines, which recognizes the importance of full compliance with the antitrust laws applicable to HARDI and its members and the critical role competition plays in our free enterprise system. To summarize, topics of discussion or agreement among competitors which must be avoided at HARDI meetings include:
1. Agreements or understandings as to prices, range of prices, pricing methods, margins, future changes in prices, pricing stabilization, costs, surcharges, warranties, discounts and credit terms.
2. Agreements or understandings to limit or restrict production levels, production quotas, competitive bidding and limits on sales or supply levels.
3. Agreements or understandings to prevent any person from gaining access to a market or to a customer, or agreements to allocate markets or customers.
4. Agreements or understandings to refrain from purchasing or selling materials, equipment, services or other supplies from any supplier or to any customer.
5. In general, any discussions or actions which would tend to restrict competition between members or competitors, or within the industry generally.
6. Members must exercise their independent business judgment in pricing their services and products, dealing with their customers and suppliers, and choosing markets in which they compete.
We ask that informal or social discussions at HARDI meetings by the attendees which occur when we're not in session follow the same guidelines just announced.
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