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Constitution & By Laws (January 16, 2006) |
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Objectives The objective of the Builders and Contractors
Exchange, Incorporated (the "Exchange") shall be to become the
voice of the construction industry in the area which it serves by the
following: First: To promote a spirit of cooperation and goodwill among it 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 to secure the plans and specifications for new
proposed work, and in any way that will assist its members to keep in touch
with the 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 invitations for bids, bidding,
and contracting in the interest of the membership and the community. Sixth: To serve the various levels of
government and the community with standing or special committees in matters
where the 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 or corporation
engaged in any professional trade or occupation relative thereto, may be
eligible for membership, subject to approval of the Board of Directors. (b) Membership
shall be limited to those applicants approved by the
Board of Directors and those who, through known technical and financial
ability, are able to carry out their contracts or other obligations in a
manner satisfactory to owners and to other contractors associated with them through
their line of work. (c)
Memberships are not transferable. Classes
of Membership (a) Active
Member - 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 a twelve
(12)-month probationary period after which time they
will be considered for active membership. Probationary members shall have access to all Exchange
facilities, services, and benefits. (b) Associate
Member - Membership shall be accorded licensed architects, engineers,
attorneys, and other professionals operating solely in
their professional capacity. (c) Honorary
Member - Membership may be accorded to members of long standing who are
active or have retired, to licensed architects or engineers, public
officials, or others who make or have made selfless and
outstanding contributions to the Exchange or the construction industry. *The active member shall
be the person, senior officer of the firm, corporation, and/or association or
that individual's selected representative. Officers Section 1. The officers shall be a President;
First, Second, and Third Vice-Presidents; a Secretary; a Treasurer;
and an Executive Director. Any
two of these 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; the Executive
Director shall be appointed by the Board of Directors and shall serve as an
officer as long as this individual holds the position of 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. Section 4. The President shall be the Executive
Officer and shall preside over all meetings of the members and the Board of
Directors, shall be an ex offico member of all standing and special
committees, and shall perform such other duties as generally pertain to the
office of President except 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 and the Board
of Directors; shall also assume responsibility for membership development of
the Exchange; and shall perform such duties as generally pertain to the
office of First Vice-President, or as may be assigned 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, the Second Vice-President shall preside at all meetings of the
members and the Board of Directors, and shall perform such other duties as
directed by the President or the Board of Directors. Section 7. The Third Vice-President shall be
chair of the Annual Meeting Committee.
In the event the President and the First and Second Vice-Presidents
are absent, the Third Vice President shall preside at all meetings of the
members and 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. All
accounts and records shall be open to the inspection of the Board, the
President, and authorized auditors.
The Treasurer shall make a report at such times as required by the
President or the Board of Directors.
The Treasurer 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
other 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 eight (8) Directors who are not officers, elected as
hereinafter provided. In no event shall the number of
Directors be less than ten (10) nor more than eighteen (18). Section 2.
Each Director shall be an active member in good standing. Section 3.
Directors shall be elected as set forth under the provisions of
Article VII. Each year, four (4)
directors will be elected to serve for a period of two (2) 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. 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, Vice-President acting in
the absence of the President, or by written request of any three (3)
Directors delivered to the President or acting Vice-President, who shall
thereupon call a meeting.
Sufficient notice shall be given not less than six (6) hours prior to
the meeting. Seven (7) Directors
(including officers) shall constitute a quorum for a Board of Directors
meeting. Section 7.
The Board of Directors is charged with the welfare and efficient
running of the Builders & Contractors Exchange; therefore, regular
attendance at monthly meetings is essential. Continued absences by any board member may be addressed by
the Board of Directors and appropriate action, including dismissal, will be
determined. The Exchange staff
will keep board members apprised of their records of attendance. Section
8. In case a vacancy occurs on the Board
of Directors, such vacancy may be filled by the remaining Board members for
the period of the unexpired term of the individual who created the vacancy. Section 9.
The nominating committee shall take into account the diversity of the
association when nominating directors and officers. Rights
and Duties of Members Section
1. Each active member shall be entitled
to one (1) vote at any meeting of the membership. Section 2.
Each member shall comply with the spirit as well as the letter of these
Amended and Restated Bylaws and shall at all times strive to place the
Exchange and the construction industry on the highest possible plane by fair
and just dealings. Any member
guilty of violating these Amended and Restated Bylaws may 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 (6) to eight (8)
weeks of the New Year, at a time and place to be 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 (10) days or more than sixty (60) days before the
date of the meeting, by mail, by facsimile, or electronically. The Executive Director shall give all
notices required. If mailed,
such notices shall be deemed to be delivered when deposited in the U. S. mail addressed to the members at the addresses as they
appear in 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 (25) nor more than sixty (60) days
before the date of the meeting.
Any such notice that is mailed shall be accompanied by a copy of the
proposed amendment of the articles or plan of merger or consolidation or a
summary thereof; and any such notice that is published shall state that
copies of the proposed amendment of the articles of incorporation 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. Any member may resign
in good standing by giving written notice of such intention to the Executive
Director and settling all obligations for which the member is liable to the
Exchange. Section 7. 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 payment of the amount indicated on the
application. Applications shall
be referred to the Membership Committee not less than five (5) 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 by the First Vice President. A majority affirmative vote of the Board of Directors
shall be required for approval of an application. Section 8. Each member shall furnish the
Executive Director a mailing address, and any communications directed to the
last address so furnished shall be considered as meeting all requirements of
the laws, rules, and regulations of the Exchange regarding notices to
members. Provisions
Relating to Nominations, Elections, and Voting Section 1. At least nine (9)
weeks prior to the date of the annual meeting, the President shall appoint a
committee to be known as the Nominating Committee. This committee shall consist of five (5) active members
and, if practical, a majority should consist of past presidents of the Exchange. The chair shall be the immediate past
president of the Exchange. The
duties of the committee shall be to select individuals to fill the positions
of the existing officers and directors for the upcoming year. The Nominating Committee shall
provide a list of the new director(s) to the existing Board of Directors for
their approval. A majority
affirmative vote of the Board of Directors shall be required for approval of the nominees. Section 2. Not later than six (6)
weeks prior to the annual meeting, the Nominating Committee shall post
nominations on the bulletin board of the Exchange and shall provide a copy to
each active member in good standing. Section 3. No
person shall be eligible for election unless nominated and posted as
described herein, unless the sole nominee shall withdraw, in which event, the
Nominating Committee shall, at any time prior to election, nominate to such
office any member eligible to fill this office. Section 4. 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 (10) days prior to the
date of election. Section 5. The election of the
Board of Directors shall be held at the annual meeting of
the members entitled to vote. A majority of votes
cast by voice vote by the members present constitutes an election. 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 by 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 no later than thirty (30) days in advance of the
effective due date. Any member
who has not paid the dues or fees imposed by the end of the current year
shall be considered delinquent.
A final notice, in writing, shall be given such delinquent member, and
should payment not be made within fifteen (15) days after date of written
notification, 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 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 practical, 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 Executive
Director upon approval by the Board. Changes Section 1. These Bylaws may be
amended, repealed, or altered, in whole or part, by the members entitled to
vote at any regular meeting, or at any special
meeting when 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 officers or directors, an officer or director
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 an officer or director of the
Exchange who is or was a party to any proceeding by reason of the fact that
individual is or was such an officer or director or is or was serving at the
request of the Exchange as an officer, director, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise. Section 3. Reference herein to officers,
directors, employees, or agents shall include former officers, directors,
employees, and agents and their respective heirs, executors, and
administrators. |
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