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BYLAWS
AGC OF OKLAHOMA - BUILDING CHAPTER The Associated General Contractors of America, Inc. Revised January 18, 1997
ARTICLE I - OFFICE
SECTION 1 - LOCATION - The principal office of the corporation for the transaction of business shall be in Oklahoma City, Oklahoma. Business offices may be established at such other places as may be determined by the Board of Directors.
ARTICLE II - SEAL
SECTION 1 - INSCRIPTION - The seal of the corporation shall have inscribed in the center and on the margin thereof: "AGC OF OKLAHOMA - BUILDING CHAPTER - THE ASSOCIATED GENERAL CONTRACTORS OF AMERICA, INC.
ARTICLE III - PURPOSE
SECTION 1 - PURPOSE - The purpose of this organization shall be to support an educational and trade association as follows: to organize the general contractors within the territory of the chapter in order to promote better relations between private owners and public bodies, their architects and engineers, on the one hand and contractors on the other; to maintain high professional standards in the conduct of work; to combat unfair practices; to encourage efficiency among contractors; to rectify conditions of an unsatisfactory character; to encourage those methods of contracting work which relieve the contractors of improper risks; to encourage sound business methods tending to raise the standards of contractors generally in this business world; to maintain an affiliation with the Associated General Contractors of America, Inc.; to provide and maintain offices; to acquire and disseminate valuable information and to promote the general interests of the members; but the purposes are expressly to exclude any right of infringements of the anti-trust laws with reference to establishment of prices or disposing of products. It shall like wise be the purpose of this organization to organize subcontractors and others who can qualify as Associate Members for purposes similar to those set forth above.
ARTICLE IV - MEMBERSHIP
SECTION 1 - ACTIVE MEMBERSHIP - Active Membership shall be limited to general contractors whose principal line of work is building construction and who have been engaged in the business of general contracting for two or more years prior to application for membership, and who have established a reputation for skill, integrity, and responsibility. A contractor is defined as an individual, firm, or corporation who contracts to perform construction work in its entirety and who executes such work, in whole or in part, with his own construction forces and equipment. Eligibility rules of the Associated General Contractors of America, Inc., shall govern application for membership in this chapter. SECTION 1A - PROVISIONAL MEMBERSHIP - Provisional Membership shall be limited to general contractors as defined in Section 1, but who may lack the experience requirement necessary for Active Membership. Provisional Membership may also be extended to general contractors meeting the experience requirement, but, in the opinion of the Active Members, might profit from a period of transition to acquire a better understanding of the aims and objectives of the Associated General Contractors of America, Inc. Provisional Members may request Active Membership after the member has been in business for a period of two (2) years and must do so before the expiration of a period of three (3) years. Provisional Membership shall carry all the privileges of the chapter except the right to vote, hold office, or use the AGC logo. SECTION 1B - EMERITUS ACTIVE MEMBERSHIP - Emeritus Active Membership (an individual membership) shall be limited to general contractors, as defined in Section 1 of this article, who have been Active Members of this chapter for a period of ten (10) years prior to application for Emeritus Membership. An inactive General Contractor Member may apply or be nominated to become an Emeritus Member. The Membership Committee, upon determining that such applicant meets the requirements for Emeritus Membership, shall, at a regular meeting of the Board of Directors, submit such application for vote. A majority vote of all directors present and voting at such meeting shall be required to approve Emeritus Membership. Emeritus Membership shall carry all the privileges of the chapter except the right to vote at meetings of Active Members. SECTION 1C - AFFILIATE MEMBERSHIP - Affiliate Membership shall be limited to general contractors as defined in Section 1 of this article, who pay current annual dues assessed by the National AGC to any other AGC Chapter. SECTION 2 - ASSOCIATE MEMBERSHIP - Associate Membership shall be limited to persons, firms, or corporations engaged in the capacity of subcontractor, or manufacturer, or in the furnishing of material, supplies, insurance, bonds, services, or equipment to general contractors. SECTION 2A - EMERITUS ASSOCIATE MEMBERSHIP - Emeritus Associate Membership (an individual membership) shall be limited to Associate Members, as defined in Section 2 of this article, who have been Associate Members of this chapter for a period of ten (10) years prior to application for Emeritus Membership. An inactive Associate Member may apply or be nominated to become an Emeritus Member. The Membership Committee, upon determining that such applicant meets the requirements for Emeritus Associate Membership, shall, at a regular meeting of the Board of Directors, submit such application for vote. A majority vote of all directors present and voting at such meeting shall be required to approve Emeritus Associate Membership. Emeritus Associate Membership shall carry all privileges of the chapter excepting the right to vote or hold office as an Advisory Board Member. SECTION 3 - ELECTION TO MEMBERSHIP - Applicants shall be elected to membership, only after investigating and report by the Membership Committee, by majority vote of all directors present and voting at a regular meeting of the Board of Directors. SECTION 4 - RESIGNATION - Resignation of a member shall not be accepted until such member has fully discharged all financial obligations to the chapter. No member who resigns may be reinstated except upon favorable vote of the Board of Directors and upon payment of a reinstatement fee of $50, unless the reinstatement fee is waived by vote of the Board of Directors of the chapter. SECTION 5 - DESIGNATED REPRESENTATIVE - In the case of a firm or corporation membership, one individual shall be designated to represent each firm or corporation and this designated representative may be changed at any time by the firm or the corporation member, without charge, by notifying the Executive Director in writing of such change in designation. Only the designated individual representative of a firm or corporation shall be eligible to cast a vote of such member firm or corporation. The corporation or firm member may designate one or more alternates or proxy representatives in addition to the designated representative by filing with the Executive Director the names of such alternates. Such designated alternates may serve at any meeting in lieu of the regularly designated representative, in the absence of the latter. The foregoing applies to Associates as well as Active Members; it being understood, however, that Associate Members or their duly appointed representatives, shall have the right to vote on matters affecting the Associate Membership only.
ARTICLE V - ADVISORY BOARD OF DIRECTORS
SECTION 1 - DUTIES - The Advisory Board of Directors (hereinafter called the Advisory Board) shall make recommendations to, and otherwise assist, the Board of Directors in carrying out the aims and purposes of the chapter. SECTION 2 - CLASSIFICATIONS - The Advisory Board shall be composed of one Advisory Director from each of the following classifications of Associate Members of the chapter only if three or more Associate Members are in each group or sub-group. Those groups having fewer than three members shall be combined and one At-Large Director shall be elected from among that group. The Immediate-Past Chairman of the Advisory Board shall remain on the Board for one Year. Group # 1a- Insurance, Surety, Bonding 1b- Accounting, Banking, Legal & Consulting 1c- All others 2 - Sitework, Landscaping, Paving 3 - Concrete, Materials, Formwork & Precast 4 - Masonry, Stone 5 - Metals, Steel, Structural 6 - Wood and Plastics, Millwork, Woodwork 7 - Thermal & Moisture Protection, Roofing 8 - Doors & Windows, Entrances, Hardware & Glazing 9 - Finishes, Wallboard, Acoustical 10 - Specialties, Sign Companies 11 - Construction Equipment, Sales, Rental, Leasing 12 - Furnishings, Cabinets 13 - Special Construction, Pre-Engineered Structures 14 - Conveying Systems 15 - Mechanical 16 - Electrical The Board of Directors may determine the classifications of Associate Members and may from time to time, by resolution, enlarge, contract, or redefine the foregoing classifications of Associate Members for the purpose of making the Advisory Board a more representative group. No Associate Member shall be included in more than one classification. The term of office for each Advisory Board Member will be for two years. One-half of the Board Members will be elected each year. SECTION 3 - BOARD DUTIES - The Advisory Board shall elect from their own number a Chairman and a Vice-Chairman to hold office for one year and until the election of their successors. Normally, the Chairman will be serving his second year on the Board, his tenure and experience should contribute to the continuity of the Board. The Advisory Board shall hold regular meetings at least once every 90 days. Special meetings shall be called by the Chairman upon written request of at least three members of the Advisory Board. It shall also adopt uniform rules as to notice and conduct of meetings and such other procedures as may be advisable. The Advisory Director from each Associate Member Classification shall be entitled to one vote. SECTION 4 - QUORUM / ALTERNATE - No action shall be taken by the Advisory Board, including recommendations to the Board of Directors, unless such action shall have been passed upon by a majority vote at a meeting duly held at which a quorum was present. A quorum shall not be less than one-third of the members of the Advisory Board. In the event an Advisory Board Member cannot be in attendance, he or she is responsible to appoint and assure attendance of an alternate to represent that classification. SECTION 5 - JOINT MEETING - The Advisory Board shall meet with the Board of Directors on the call of the President. At all joint meetings of the Board of Directors and the Advisory Board, the President of the chapter shall preside and the Executive Director shall keep minutes of the proceedings. The purpose of such meetings shall be for the discussion of problems of mutual interest relating to the construction industry. SECTION 6 - ELECTION - Prior to the first day of October of each year, the Advisory Board Chairman shall appoint with consent of the Advisory Board a Nominating Committee consisting of three (3) Associate Members, one of whom shall be from the Associate Board and two (2) not serving on the Board. The Nominating Committee shall nominate one member from each of the expiring Associate Board Classifications. The Associate Nominating Committee shall issue its report to the associate membership by mail the day following the October Board Meeting. Election for open classification positions shall be conducted by mail ballot by the members of that classification only. Ballots shall be due the day before the November Board Meeting. The Ballots shall be tallied on the day of the meeting and the results shall be presented to the membership thereafter. One-half of the Associate Advisory Board Classification positions are to be elected annually for a term of two years. SECTION 7 - VACANCY - In the event of a vacancy on the Advisory Board occurring by reason of death, resignation, or failure to remain in good standing, the remaining Associate Advisory Members by unanimous vote shall elect a successor in the same classification created by the vacancy to hold office until the next annual election of and qualification of his successor. SECTION 8 - ASSOCIATE BOARD MEMBERS - The current Chairman, Vice Chairman, and Immediate Past Chairman shall serve in the three (3) Associate Member positions on the AGC Board of Directors of the association, contributing to the continuity of the Board. Each position shall be allowed one vote.
ARTICLE VI - MEETINGS OF MEMBERS
SECTION 1 - LOCATION - All Annual Meetings of the members shall be held at such a place as shall be fixed by the Board of Directors. Meetings other than Annual Meetings of the members may be held at such places as the Board of Directors may determine. SECTION 2 - ANNUAL MEETING - An Annual Meeting of members shall be held on such date and at such time in January of each year as the Board of Directors may fix. SECTION 3 - SPECIAL MEETINGS - Special Meetings of the members for any purpose may be called by the President or Secretary at the written request of a majority of the Board of Directors, or at the written request of at least twenty percent (20%) of the members. Such written request shall state the purpose or purposes of the proposed meeting, and the business transacted at any such Special Meeting shall be confined to the object stated in the call. SECTION 4 - NOTICE. - Written notice stating the time and place of all Annual and Special Meetings of the members and the general nature of the business to be considered at any Special Meeting shall be given by the Secretary or other person designated by the Board of Directors, to each member, by mail at his or its last known post office address as shown by the corporate records, postage prepaid, at least ten (10) days before the meeting. SECTION 5 - PRESIDING OFFICER - The President shall call the meetings of the members to order, and shall act as Chairman of such meetings unless the members present shall designate another person as Chairman. The Secretary of the Corporation shall act as Secretary of all meetings of members, but in the event of his absence or failure to act, the Chairman shall appoint another person to act as Secretary Pro Tempore. SECTION 6 - QUORUM - A quorum for all meetings of the members for the transaction of business shall be present if the members present in person or represented by proxy shall equal thirty percent (30%) of the entire members entitled to be present in person or by proxy. SECTION 7 - VOTING - At each meeting of the members, each member having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such member and bearing a date not more than one (1) year prior to said meeting. Each member shall have one (1) vote. A firm or corporation shall be treated as a single member and shall appoint a representative to cast its vote at all meetings of the members of the corporation. Upon the demand of any member, the vote upon any question before the meeting shall be by written ballot. All questions shall be decided by a majority vote. SECTION 8 - ADJOURNMENT - If, there shall not be a quorum as herein determined in attendance or represented at any meeting of the members, the meeting may be adjourned from time to time after the elapse of at least one (1) hour without notice other than announcement at the meeting, by a majority vote of the members present at said meeting, and said adjournment shall not be for a period longer than one (1) month at any time. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held as originally called.
ARTICLE VII - POWER OF MEMBERS
SECTION 1 - SUSPENSION - The members at the Annual Meeting or at a Special Meeting called for such purpose shall have the power to suspend and expel members of the Board of Directors for non-corporation for cause, by vote of two-thirds (2/3) of the members of the said corporation present and voting in favor of suspending or expelling such member or removing such director.
ARTICLE VIII - DIRECTORS
SECTION 1 - BOARD - There shall be a Board of thirteen (13) members consisting of the President, the Vice President, the Secretary/Treasurer, seven (7) Contractor Directors (of which one shall be the Immediate Past Chapter President) and three (3) Associate Directors. This Board shall have the general control and management of the business of the corporation. SECTION 2 - TERM - The General Contractor Directors shall be elected by the members to serve for a term of three (3) years and thereafter until their successors shall qualify and be elected. The Associate Directors shall be elected to serve for a term of one (1) year. When a director is elected to the secretary/treasurer position, their term as director shall end and another contractor director shall be elected to fill a new three year (3) term. It is the desire of the chapter that all general contractor directors avail themselves to the best of their ability to serve as an officer, if so requested. SECTION 3 - STANDING - Each director shall be a member in good standing or be the representative of such member, providing that no member shall be elected as a Director for more than two consecutive terms unless the Director is nominated as an Officer. SECTION 4 - VACANCY - In the event of a vacancy on the Board for Directors on account of death, resignation, disqualification, or for any other cause, the remaining Directors by unanimous vote shall elect a successor to hold office until the next annual election of directors and until the election and qualification of his successor. SECTION 5 - REGULAR MEETINGS - Regular Meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board, provided that at least eight (8) Regular Meetings and the Annual Meeting shall be held each year. SECTION 6 - SPECIAL MEETINGS - Special Meetings of the Board of Directors may be called by the President, and shall be called by the President or Secretary upon written request or demand of three (3) Directors. SECTION 7 - QUORUM - A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn any meeting from time to time until a quorum is present, and the business transacted at any adjourned meeting shall have the same legal force and effect as if transacted on the date the meeting was originally called. SECTION 8 - MEETING LOCATION - Meetings of the Board of Directors shall be held at such place or places as shall be determined by the Board of Directors. SECTION 9 - NOTICE - None shall be required for any Regular Monthly Meeting of the Board of Directors unless the Board shall direct the Secretary or Executive Director to the contrary. The Secretary shall give notice of every Special Meeting of the Board by mailing to each director, at his last known post office address, a copy of such notice at least five (5) days before the meeting, and said notice shall set forth briefly the purposes of the meeting. SECTION 10 - DUTIES - The Board of Directors shall exercise full and complete authority and control over the business and affairs of the corporation, subject only to restrictions imposed by law, by the Certificate of Incorporation, and these Bylaws. SECTION 11 - COMPENSATION - Directors, as such, shall receive no compensation for their services, but by resolution of the Board, a fixed sum and expenses for attendance, if any, may be allowed for attending any meeting of the Board.
ARTICLE IX - OFFICERS
SECTION 1 - OFFICERS - The Officers of the Corporation shall be a President, Vice President, and a Secretary/Treasurer. Officers shall be nominated from the currently seated General Contractor Directors. One person may not hold more than one office (Secretary/Treasurer being treated as one office). SECTION 2 - PRESIDENT - The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the members and of the Directors. He shall see that all orders and resolutions of the members assembled in Annual Meetings and of the Board of Directors are carried into effect. The President shall be an ex-officio member of all committees except the Nominating Committee. SECTION 3 - VICE PRESIDENT - The Vice President shall perform such duties as the Board of Directors may prescribe, and in the absence of the President shall perform the duties of the President. The Vice President shall be an ex-officio member of all committees except the Nominating Committee. SECTION 4 - SECRETARY/TREASURER - It shall be the duty of the Secretary/Treasurer to keep all records of the meetings of the Board of Directors and of the meetings of the members (both Annual and Special) and to act as custodian and disburse of the corporation's funds. He shall disburse same in the manner prescribed by the Board of Directors. An audit of his accounts annually shall be made and presented to the Board of Directors. He shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. SECTION 5 - EXECUTIVE DIRECTOR - The Executive Director, who shall be employed by the Board of Directors, shall serve as manager of the Chapter's office; he shall, under the direction of the Board of Directors, formulate and execute the Chapters' work program and other activities. He shall maintain a roster of members, with their names, addresses, and telephone numbers, collect all dues, initiation fees, and service fees and other monies due the Chapter, and shall, after recording the same in a record kept for the purpose, transfer said receipts to the Secretary/Treasurer. His books shall be open to inspection by the President, the Secretary/Treasurer, the Finance Committee, or the Board of Directors, at all times. SECTION 6 - TERM - The Officers of the Corporation shall be elected for one (1) year. The term of the officers shall begin at the close of the Annual Meeting, and they shall hold office until the election and qualification of their successors. SECTION 7 - VACANCY - In the event of death, resignation, or removal of any officer, his successor shall be elected by the affirmative vote of a majority of the whole Board, and the successor elected shall hold office for the remainder of the term or until the election and qualification of his successor. SECTION 8 - ADDITIONAL OFFICERS - The Board of Directors may appoint such other and additional officers and agents as it shall deem necessary, who shall hold their respective offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Such additional officers shall be members of the Board of Directors.
ARTICLE X - NOMINATING COMMITTEE
SECTION 1 - NOMINATING COMMITTEE - The President shall appoint with consent of the Board of Directors a Nominating Committee consisting of three (3) Contractor Members, one of whom shall be from the Board of Directors and two not serving on the Board. SECTION 2 - APPOINTMENT - The Nominating Committee shall be appointed not later than September 30th. SECTION 3 - DUTIES - The Nominating Committee shall nominate one or more members for President, Vice President, Secretary/Treasurer and as many Contractor Directors as necessary to fill the expiring terms of the Contractor Directors. The Nominating Committee shall nominate Contractor Directors to fill the terms of any vacancies occurring due to directors being nominated as officers. Nominees for directors shall be active committee members. Nominees for officers shall have served on the Board of Directors at least one (1) year. The nominee for President shall be the past Vice President unless the Nominating Committee has valid reasons to nominate another director for President. The nominee for Vice President shall be the past Secretary/Treasurer unless the Nominating Committee has valid reasons to nominate another director for Vice President. The Nominating Committee shall issue its report to the general contractor membership by mail the day following the October Board Meeting. Election shall be conducted by mail ballot. Each general contractor member firm shall be allowed one vote. Ballots shall be due the day before the November Board Meeting. The Ballots shall be tallied on the day of the meeting and the results shall be presented to the membership thereafter.
ARTICLE XI - COMMITTEES
SECTION 1 - MEMBERSHIP - The Membership Committee shall carefully investigate and pass upon all applications for membership before these are submitted to the Board of Directors. It shall be responsible for interesting eligible prospective members in the work of the chapter through meetings, letters, and personal interview. SECTION 2 - FINANCE - The Finance Committee shall be responsible for determining the ways and means for obtaining funds to defray the expense of the chapter. It shall perform the duties of an Auditing Committee and cause to be made the annual audit of the accounts and books of the chapter and shall make an annual report to the chapter. The committee shall review and recommend to the Board on the annual budget and on all other matters pertaining to finance. SECTION 3 - LABOR - The Labor Relations Committee shall serve as a clearinghouse and resource center for all members on labor relations, wage rates, etc., for all members both union and open shop. SECTION 4 - PUBLIC RELATIONS - The Public Relations Committee shall be responsible for planning and supervising the carrying out of a program of public relations, including the development of relations with other organizations involving the use of press, radio, public speeches, and other appropriate media. SECTION 5 - CHAPTER ACTIVITIES - The Chapter Activities Committee shall be responsible for planning and overall supervision of the program of service to the membership carried out by the Executive Director, and for the arrangements of programs for the Membership Meetings and similar activities of the chapter. SECTION 6 - ADDITIONAL COMMITTEES - The President shall be empowered, with advice and consent of the Board, to create such additional standing or temporary committees as may be required to carry on the work of the chapter, and he shall appoint the membership to such committees.
ARTICLE XII - DUES
SECTION 1 - DUES - Every General Contractor Member of the Corporation shall pay annually to the Secretary/Treasurer, prior to the 1st day of January of each year, the sum of the basic minimum dues from which shall be paid the National AGC minimum dues, the balance to remain with the Oklahoma Chapter. Furthermore, each contractor member shall pay quarterly as dues a percentage of billable construction sales, in the amounts prescribed by the Board of Directors and ratified by the membership. The dues structure shall be published and shall be circulated among the members after each modification thereof. Dues for all classes of membership other than General Contractor Members shall be determined by the Board of Directors. SECTION 2 - PAYMENT - On November 25th, the chapter office shall mail an invoice to each Contractor and Associate Member, showing monies due for minimum dues for the succeeding year. Member's minimum dues are to be paid by January 10th each year. On January 15th a dues reminder shall be mailed to each Contractor and Associate Member whose minimum dues have not been received. On February 15th, Contractor and Associate Members whose minimum dues have not been submitted shall be notified that they are delinquent and they will be dropped from membership if not paid in full by March 15th. In addition, the chapter office shall mail a Quarterly Volume Report to contractor members on March 31, June 30, September 30, and December 31. Volume Dues payments will be due April 30, July 30, October 31, and January 31, respectively. The Executive Director shall review and report to the Board of Directors when any member becomes non-current in payment of dues. A member shall be reduced to provisional member if Volume Reports are not submitted for any two (2) concurrent reporting periods, and dropped from the membership rolls entirely if no report or payment is received after three (3) concurrent periods. Provisional Members shall not be eligible to receive any chapter services until the delinquent account is brought current. SECTION 3 - OCAF DUES - In addition to Minimum and Volume Dues, each contractor member shall pay quarterly a percent of their total Oklahoma Labor, an amount prescribed by the Board of Directors and ratified by the membership. The total Oklahoma Labor shall be based upon the quarterly labor figures provided in the Oklahoma Employment Security Commission (OESC) Form #3.
ARTICLE XIII - MISCELLANEOUS PROVISIONS
SECTION 1 - NATIONAL MEMBERSHIP - Every Contractor member of the AGC of Oklahoma - Building Chapter shall be a member of The Associated General Contractors of America, Inc. SECTION 2 - AGREEMENTS WITH OTHER ORGANIZED GROUPS - The Board of Directors shall be empowered to consummate agreements with any organized groups of contractors within the State of Oklahoma for membership in the corporation, for the rendering of special services for such organization or organizations on the basis of dues other than designated above, provided such agreement is approved by a two-thirds (2/3) vote of the members of the Board of Directors at a regular or special meeting. SECTION 3 - RESOLUTIONS - Any resolutions regarding chapter policy passed by the Board of Directors shall be binding on all General Contractor, Affiliate, Emeritus, and Associate members.
ARTICLE XIV - NOTICES AND WAIVERS OF NOTICE
SECTION 1 - NOTICE - Whenever, under the provisions of these Bylaws, notice is required to be given to any member, director, or officer, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a sealed envelope, addressed to such member, director or officer, at his last known post office address, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any member, director, or officer may waive any notice required to be given under these Bylaws, and may do so by written, telegraphed, cabled, or radioed waiver. The attendance of any member, director, or officer at any annual, regular, or special meeting shall be deemed a waiver of all notices required to be given under these Bylaws.
ARTICLE XV - AMENDMENTS
SECTION 1 - AMENDMENTS - These Bylaws may be altered or amended or repealed by two-thirds (2/3) vote of all Active General Contractor Members present and voting at any Regular or Special Meeting of the members, if notice of the proposed alteration, amendment, or repeal be contained in the notice of the meeting. The preceding Bylaws were approved as amended herein at a regularly called meeting of the AGC of Oklahoma - Building Chapter, The Associated General Contractors of America, Inc., on the 18th day of January, 1997.
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