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Constitution & By Laws |
| Objective It shall be the objective of the Builders & Contractors Exchange, Incorporated (the "Exchange") to become the voice of the construction industry in the area which is serves by the following: First: To promote the spirit of cooperation and good will among its members and among those participating in or interested in the construction industry. Second: To cooperate with other groups, associations, or professional societies existing, or formed for like purposes. Third: To advise its members of new developments in the industry through the publication of a journal or bulletin and through the securing of plans and specifications of new and proposed work, and in any other way that will assist its members in keeping in touch with new and additional work. Fourth: To support legislation in the interest of the construction industry and the community; to oppose legislation contrary to such interest. Fifth: To formulate and promote policies and procedures relating to invitation for bids, bidding, and contracting in the interests of the membership and the community. Sixth: To serve the various levels of government with
special knowledge of its members can be of value, and not inconsistent
with the aims of the Exchange. Qualifications of Membership (a) Any person, firm, corporation, or association engaged in any branch of the construction industry employing labor in actual construction work, or any person, firm, corporation, or association manufacturing or dealing in construction materials, or any person, firm, corporation, or association engaged in any professional trade or occupation relative thereto, may be eligible for membership, subject to the approval of the Board of Directors. (b) Membership shall be limited to those approved by the Board of Directors who, through known technical and financial ability, are able to carry out their contracts or other obligations in a manner satisfactory to the owners and to other contractors associated with them in their work. (c) Membership may be terminated, the member expelled, and dues may be returned at the discretion of the Board of Directors upon the affirmative vote of two-thirds of the Board of Directors for: (1) Revocation of a member's license to conduct business in the Commonwealth of Virginia. (2) Action deemed detrimental to the Exchange or the construction industry. Sufficient cause for expulsion shall be: a) violation of the constitution and Bylaws of the Exchange or any other rule or practice adopted by the Exchange; and b) other conduct prejudicial or detrimental to the interests of the Exchange. (d) Membership is not transferable. (e) A member may resign by delivering written notice to the Board of Directors of the Executive Director. Resignation shall become effective upon receipt of the notification unless a later date is specified. Any remaining dues shall not be reimbursed upon resignation. Classes of Membership (a) Active Membership* shall be accorded persons, firms, corporations, and/or associations: (1) engaged in any branch of the construction industry represented in and/or licensed to conduct business in Virginia; (2) directly or indirectly related to the construction industry; except those having been in business less than one (1) year will be accepted subject to twelve (12) months probationary period after which time they will be considered for Active membership retention. Probationary members shall have access to all Exchange services and facilities. (b) Honorary Member - Honorary membership may be accorded to members of long standing who are active or have retired, to licensed architects or engineers, and/or public officials, or others who have or have made selfless and outstanding contributions to the Exchange or the construction industry. (c) Associate Member - Membership shall be accorded licensed architects, engineers, attorneys, and other professionals operating solely in their professional capacity. *The active member shall be the person, senior officer of the firm, corporation, and/or associations or selected representative. Officers Section 1. The Officers of the Exchange shall be a President, First Vice-President, Second and Third Vice-Presidents, a Secretary, a Treasurer, and an Executive Director. Any two of the offices may be held by one person, except the offices of President and Secretary. Section 2. Except for the Executive Director, each Officer shall be an Active Member in good standing, and no person shall simultaneously serve as an elected Director and an Officer. The Executive Director shall be appointed by the Board of Directors and shall serve as an Officer as long as he holds his position as the Exchange's Executive Director. Section 3. Except for the Executive Director, all officers shall enter upon their official duties at the annual meeting following their election and shall serve until the next annual meeting or until their successors shall be duly elected and qualify. Section 4. The President shall be the Executive Officer and shall preside over all meetings of the Members and the Board of Directors. He shall be an ex officio Member of all standing and special committees. He shall perform such other duties as generally pertain to the office of President except for those delegated to the Executive Director hereunder. Section 5. The First Vice-President, in absence of the President, shall preside at all meetings of the Members of the Board of Directors. He is also to assume responsibility for the membership development of the Exchange and, in addition, perform such duties as generally pertain to the office of First Vice-President, or as may be assigned him by the President or the Board of Directors. Section 6. The Second Vice-President shall be responsible for the Social Activities. In the event both the President and the First Vice-President are absent, he shall preside at all meetings of the Exchange and of the Board of Directors and shall perform such other duties as directed by the President or Board of Directors. Section 7. The Third Vice-President shall be Chairman of the Annual Meeting Committee. In the event the President and First and Second Vice-Presidents are absent, he shall preside at all meetings of the Exchange and of the Board of Directors and shall perform such other duties as directed by the President or Board of Directors. Section 8. The Treasurer shall be responsible for all funds received and disbursed in accordance with the operating procedures of the Exchange. His accounts and records shall be open to the inspection of the Board, the President, and any authorized auditors. He shall make a report at such times as required by the President or Board of Directors. He is responsible for the development of the Annual Operating Budget and shall provide the Board with a monthly statement of income and expenses. Section 9. The Secretary shall have the duty of supervising and causing to be properly maintained the books and records of the Exchange. Section 10. The Executive Director shall be responsible for the day-to-day affairs of the Exchange and shall be authorized, with the prior approval of the Board of Directors, to execute any and all documents, agreements, deeds, leases, evidences of indebtedness and, instruments. At each meeting of the Board of Directors, the Executive Director shall give the Board a report pertaining to the operations of the Exchange. Board of Directors Section 1. Except for the Executive Director, each Officer shall also serve as a member of the Board of Directors and, in addition, there shall be ten Directors, who are not officers, elected as hereinafter provided. Section 2. Each Director shall be an Active Member in good standing. Section 3. Directors shall be elected by the Active Members, and an election shall be held annually on a date to be fixed by the President. Each year, five Directors will be elected to serve for a period of two years. Directors shall enter upon their official duties at the annual meeting following their election and their term of office will continue until the second annual meeting following the annual meeting on which their term of office begins, or until their successors shall be duly elected and qualify. Section 4. The Board of Directors shall determine the policies and activities of the Exchange, approve the budget and monthly financial statements, and take counsel with the committees. Section 5. The Board of Directors shall employ the Executive Director and such other employees as are necessary to conduct the day-to-day business of the Exchange, and shall also fix the compensation paid to the Executive Director and such employees. Section 6. The Board of Directors shall meet once a month, at a time and place designated by the President. Other meetings of the Board of Directors may be called by the President, the Vice-President acting in the absence of the President, or by written request of any three Directors delivered to the President or the acting Vice-President, who shall thereupon call a meeting. Sufficient notice shall be given not less than six hours prior to the meeting. At the discretion of the Board, the committee chairman shall meet with the Board in joint session. Seven Directors shall constitute a quorum for a Board of Directors meeting. Section 7. Any Board member who, except for acceptable cause, shall be absent for two (2) consecutive Board meetings or fifty (50) percent of Board meetings in any calendar year may, at the discretion of the Board, be relieved of Board member responsibilities and replaced in accordance with Section 8 of this Article. Section 8. In case a vacancy occurs in the Board of Directors, such vacancy may be filled for the period extending until the next election of the Directors by an appointment by the remaining Directors; and, at the next election, there shall be elected a Director for the unexpired term, if any, of the Director who created the vacancy. Section 9. No more then two Directors, who are not officers, shall be elected from any one category of business.
Rights and Duties of Members Section 2. Each Member shall comply with the spirit as well as the letter of these Amended and Restated Constitution and Bylaws and shall at all times strive to place the Exchange and the construction industry on the highest plane possible by fair and just dealings. Any member guilty of violating these Amended and Restated Constitution and Bylaws shall be subject to disciplinary action by the Board of Directors. Section 3. An annual meeting of the Members shall be held every year during the first six weeks of the new year, at a time and place designated by the Board of Directors. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten or more than fifty days before the date of the meeting, either personally or by mail. It shall be the duty of the Executive Director to give all notices required. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Exchange, with postage thereon prepaid. Section 4. Notice of a members' meeting to act on an amendment of the articles of incorporation or on a plan of merger or consolidation shall be delivered or published in the manner provided above, not less than twenty-five or more than fifty days before the date of the meeting. Any such notice that is mailed shall be accompanied by a copy of the proposed amendment or plan of merger or consolidation or a summary thereof, and any such notice that is published shall state that copies of the proposed articles of amendment or plan of merger or consolidation will be supplied to members on request. Section 5. Special Meetings of the members may be called by the President or Board of Directors. Section 6. Twenty-five percentum of the Active Membership, represented in person or by proxy, shall constitute a quorum for the transaction of business. Section 7. Any member may resign in good standing by giving written or oral notice of such intention to the Executive Director and settling all obligations for which he is liable to the Exchange. Section 8. Application for membership shall be made on a form prescribed by the Board of Directors. All applications shall be filed with the Executive Director, accompanied by a check or money order for the amount indicated on the application. Applications shall be referred to the Membership Committee not less than five days prior to the next Board Meeting for study and recommendation to the Board of Directors, which recommendation shall be presented orally at the next meeting of the Board. A majority affirmative vote of the Board of Directors shall be required for approval of an application. Section 9. Each Member shall furnish the Executive Director
his mailing address, and any communications directed to the last address
so furnished shall be considered as meeting all requirements of the laws
and regulations of the Exchange regarding notices to members. Provisions relating to Nominations, Elections, and Voting Section 1. At least nine weeks prior to the date of the annual meeting, the President shall appoint a committee to be known as the Nominating Committee. The Committee shall consist of five Active Members and, if practical, a majority should consist of the Presidents of the Exchange. The President shall designate a chairman of this committee. The duties of the Committee shall be to nominate Officers and Directors and to prepare a ballot for the election of such Officers and Directors. Section 2. Not later than six weeks prior to the annual meeting, the Committee shall post nominations on the bulletin board of the Exchange and shall send a copy thereof to each Active Member in good standing. Section 3. Any ten Active Members in good standing may also nominate candidates other those proposed by the Nominating Committee, provided consent of the nominees is obtained, by filing the names of such candidates with the Executive Director not later than four weeks before the annual meeting; and the Executive Director shall post these nominations on the bulletin board as soon as they are received by him. In addition, he shall send a copy to each Active Member in good standing within five days after receiving such nominations. Section 4. No person shall be eligible for election unless he has been nominated and posted as described herein, unless the sole nominee shall withdraw, in which event the Nominating Committee shall, at any time prior to the election, nominate to such office any member eligible to fill this office. Section 5. Notice of the time and place of the election of Officers and Directors shall be mailed by the Executive Director to each Active Member in good standing at least ten days prior to the date of election. Section 6. Whenever there is no conflict for an elective
office or election to the Board of Directors, election shall be by voice
vote. In all elections where two or more candidates are nominated for
elective office or where there are more candidates nominated for election
to the Board of Directors than vacancies permit, election shall be by
secret ballot. In the event of such elections and other matters requiring
the vote of the Membership, such vote or election shall be by written
ballot to be mailed to each Active Member ten days before the date of
the election or the date set for the voting membership to determine any
matter requiring the vote of the membership. Written instructions shall
accompany each ballot mailed to the Active Members, directing that each
ballot must be received, either through mail or other delivery, in the
envelope enclosed for that purpose marked "Ballot", in the office
of the Exchange before 11:00 A.M. of the third day preceding the election
or the date fixed for the determination of any matter by vote of the membership.
The ballot shall set forth the offices and names of such persons who have
been duly nominated or the question to be determined. The ballots, when
received, shall be deposited in a box kept for that purpose at the Exchange
and, on the day fixed for the election or the determination of any matter
by vote, the box shall be opened by three tellers appointed by the President
for that purpose, and a plurality of votes shall be determinative. The
Executive Director shall report the results of the election or the vote
on any question submitted for determination at the next Annual Meeting.
At any duly called meeting of the members, the Active Members present
may by a majority vote waive the above requirements for matters requiring
the vote of the Membership, other than the election of Officers and Directors,
and upon such waiver, a plurality vote on any matter or matters submitted
to the meeting shall be determinative. Dues Section 1. Membership dues for Active and Associate Members shall be as determined by the Board of Directors each year, payable annually in advance on January 1. Section 2. Honorary Membership does not exempt members from dues. Section 3. Notice of dues and fees payable shall be
given to each member 30 days in advance of effective due date. Any member
who has not paid the dues or fees imposed within 15 days after the effective
date shall be considered delinquent. A second notice, in writing, shall
be give such delinquent member, and should payment not be made within
15 days after date of written notice, such delinquent member shall cease
to have the services and privileges of a member. Upon payment of all delinquencies,
a delinquent member may be reinstated within 90 days or upon approval
of the Board of Directors. Finances Section 1. The monies of the Exchange shall be deposited in such financial institutions as the Board of Directors shall designate, and all payments, so far as practicable, shall be made by check. Checks, drafts, notes, bonds, or other instruments creating or evidencing an obligation for payment of money shall be signed in the name of the Exchange by two of its officers or by one officer and the Executive Director. Changes Section 1. This Constitution may be amended, repealed, or altered, in whole or in part, by the Board of Directors at any regular meeting, or at any special meeting where such action has been announced in the call and notice of such meeting. Indemnification: Limited Liability Section 1. To the full extent that the Virginia Non-Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits, the limitation or elimination of the liability of directors or officers, a director or officer of the Exchange shall not be liable to the Exchange or its members for monetary damages. Section 2. To the full extent permitted and in the manner prescribed by the Virginia Non-Stock Corporation Act and any other applicable law, the Exchange shall indemnify a director or officer of the Exchange who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the Exchange as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust employee benefit plan, or other enterprise. Section 3. Reference herein to directors, officers, employees, or agents shall include former directors, officers, employees, and agents and their respective heirs, executors, and administrators. |
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