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Bylaws

Amended January 11, 2020

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

  1. To promote and advance skill, responsibility and integrity in the commercial construction industry in the State of Oklahoma.
  2. To provide legislative representation on issues of importance to the commercial construction industry.
  3. To collect, preserve and disseminate information relating to the commercial construction industry.
  4. To improve and maintain the business standards of the commercial construction industry and to establish the Members of the Association in the public mind as firms who fulfill all obligations in good faith.
  5. To promote cooperative relations between general contractors, specialty contractors, suppliers, service providers, architects, professional engineers, private and public purchasers of commercial construction services and others in the commercial construction industry.
  6. To prevent and seek corrections of unfair, unethical and discriminatory business practices in the commercial construction industry.
  7. To promote a safe construction environment.
  8. To provide a means for meetings, discussions, research and educational opportunities for the betterment of the construction industry.
  9. To provide networking events, educational opportunities, publish educational materials, publish informational brochures, offer seminars and conferences either by in-person settings, hardcopy or electronic means.
  10. To promote successful and meaningful diversity in the construction industry.
  11. To make Oklahoma competitive and attractive for construction opportunities.
  12. To maintain an affiliation with the Associated General Contractors of America, Inc.
  13. To provide and maintain an office(s) in the State of Oklahoma.

The purposes are expressly to exclude any right of infringements of the ant-trust laws with reference to establishment of prices.

 

ARTICLE IV - MEMBERSHIP

Membership in the Association shall include the following Membership categories:

  1. Contractor Membership
  2. Specialty Contractor Membership
  3. Supplier Membership
  4. Service Provider Membership
  5. Industry Partner Membership
  6. Professional Affiliate Membership
  7. Educational Partner Membership

Reference hereinafter in these Bylaws to Member “firms” shall include Members who are individuals (sole proprietors) as well as Members that are business entities such as corporations, partnerships and Limited Liability Companies.

Where there is nothing to the contrary in these Bylaws, the rules of ethical conduct of the Associated General Contractors of America shall be obligatory on all Members.

SECTION 1 – CONTRACTOR MEMBERSHIP - A Contractor Member is defined to be a firm engaged in commercial construction that serves as a, or a combination of a, prime contractor, general contractor, design-build contractor, or construction manager, on more than 50% of its projects.  Only contractors who have established a reputation for Skill, Responsibility and Integrity shall be eligible for Contractor Membership in the Association.

Each Contractor Member shall be entitled to but one vote in the affairs of the Association at regular or special member meetings.  A firm holding Contractor Membership shall appoint a representative to cast its vote.   Any person holding a managerial position with such Contractor Member firm shall be eligible to be elected to any position or office in the Association.

Contractor Members shall be entitled to all the rights, privileges, and services authorized by these Bylaws and the Board of Directors. All Contractor Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Contractor Members shall pay dues as determined by the Board of Directors.

 

SECTION 2 – SPECIALTY CONTRACTOR MEMBERSHIP - A Specialty Contractor Member is defined to be a firm engaged in commercial construction that performs less than fifty percent (50%) of its work as a prime contractor, and that has established a reputation for Skill, Responsibility and Integrity.

Specialty Contractor Members shall be entitled to such rights, privileges and services authorized by these Bylaws and the Board of Directors but shall have no right to vote as Members at regular or special member meetings.  Any person holding a managerial position with such Specialty Contractor Member firm shall be eligible to be elected to any position or office in the Association.

All Specialty Contractor Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Specialty Contractor Members shall pay dues as determined by the Board of Directors.

 

SECTION 3 – SUPPLIER MEMBERSHIP - A Supplier Member is defined to be a firm that is engaged in business primarily as a supplier or a manufacturer of commercial construction materials, or that primarily provides supplies or other property used in connection with the commercial construction industry.  Any firm that has common ownership with, or controls, or is controlled by another firm that is qualified to be a Contractor Member or Specialty Contractor Member of the Association shall not be eligible for Supplier Membership in the Association; nor shall any firm that performs more than twenty five percent (25%) of its work as a Specialty Contractor be eligible; nor shall labor organizations, or representatives thereof be eligible.

Supplier Members shall be entitled to such rights, privileges and services authorized by these Bylaws and the Board of Directors but shall have no right to vote as Members at regular or special member meetings.  Any person holding a managerial position with such Supplier Member firm shall be eligible to be elected to a Committee Chairman position in the Association and shall not be eligible to be elected as an At-Large Director or officer.

All Supplier Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Supplier Members shall pay dues as determined by the Board of Directors.

 

SECTION 4 – SERVICE PROVIDER MEMBERSHIP - A Service Provider Member is defined to be a firm that is engaged in rendering a service to the construction industry or deriving a benefit therefrom.  Any firm that has common ownership with or controls or is controlled by another firm that is qualified to be a Contractor Member or Specialty Contractor Member of the Association shall not be eligible for Service Provider Membership in the Association; nor shall any firm that performs more than twenty five percent (25%) of its work as a Specialty Contractor be eligible; nor shall labor organizations, or representatives thereof be eligible.

Service Provider Members shall be entitled to such rights, privileges and services authorized by these Bylaws and the Board of Directors but shall have no right to vote as Members at regular or special member meetings.  Any person holding a managerial position with such Service Provider Member firm shall be eligible to be elected to a Committee Chairman position in the Association and shall not be eligible to be elected as an At-Large Director or officer.

All Service Provider Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Service Provider Members shall pay dues as determined by the Board of Directors.

 

SECTION 5 – INDUSTRY PARTNER MEMBERSHIP - An Industry Partner Member is defined as a firm that performs primarily as an Owners Representative, Program Manager, or Developer.  Any firm that has ownership with, or controls, or is controlled by another firm that is qualified to be a Contractor Member or Specialty Contractor Member of the Association shall not be eligible to be an Industry Partner Member.

Industry Partner Members shall be entitled to all the rights, privileges, and services authorized by these Bylaws and the Board of Directors.  Industry Partner Members shall be authorized to receive communications, attend meetings and functions and serve on committees as designated by the Board of Directors. Industry Partner Members may not serve on the Executive Board or Board of Directors and shall have no right to vote as Members.

All Industry Partner Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Industry Partner Members shall pay dues as determined by the Board of Directors.

 

SECTION 6 – PROFESSIONAL AFFILIATE MEMBERSHIP – A Professional Affiliate Member is defined as a firm that performs primarily as an Architect, Engineer, Designer, or Interior Designer.  Any firm that has ownership with, or controls, or is controlled by another firm that is qualified to be a Contractor Member or Specialty Contractor Member of the Association shall not be eligible to be a Professional Affiliate Member.

Professional Affiliate Members shall be entitled to all the rights, privileges, and services authorized by these Bylaws and the Board of Directors.  Professional Affiliate Members shall be authorized to receive communications, attend meetings and functions and serve on committees as designated by the Board of Directors. Professional Affiliate Members may not serve on the Executive Board or Board of Directors and shall have no right to vote as Members.

All Professional Affiliate Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Professional Affiliate Members shall pay dues as determined by the Board of Directors.

 

SECTION 7 – EDUCATIONAL PARTNER MEMBERSHIP – An Educational Partner Member is defined as a firm, or entity, that performs as an educator in the commercial construction industry.  Universities, Colleges, Technology Centers, and/or High Schools may fall into this category.

Educational Partner Members shall be entitled to all the rights, privileges, and services authorized by these Bylaws and the Board of Directors.  Educational Partner Members shall be authorized to receive communications, attend meetings and functions and serve on committees as designated by the Board of Directors. Educational Partner Members may not serve on the Executive Board or Board of Directors and shall have no right to vote as Members.

All Educational Partner Members are entitled to display the emblem of the Associated General Contractors of Oklahoma and the Associated General Contractors of America.  Professional Affiliate Members shall pay dues as determined by the Board of Directors.

 

SECTION 8 - 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 all Membership categories (above) that have Member voting privileges.

 

SECTION 9 - 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.

 

SECTION 10 – CHANGE OF NAME -  In case any Member in any Membership category  makes a change in its business title or firm name, it shall at once notify the President and the Board of Directors of the Association, which upon being satisfied that a change in the Membership category and qualifications of the Member has not taken place, shall change such business title or firm name upon the records of the Association without affecting the standing of the Member.

 

SECTION 11 – CHANGE OF PARTNERSHIP OR MANAGEMENT - Any change in the ownership and control of a Member firm shall be promptly reported to the President and the Board of Directors of the Association.  Such change shall terminate Membership in the Association unless after investigation, the Board of Directors shall determine and be satisfied that the new management of such Member possesses the necessary requirements for Membership in the Association and shall approve the Membership continuity.

 

 ARTICLE V- MEETINGS OF MEMBERS

SECTION 1 - LOCATION - All Meetings of the Members shall be held at such place as shall be fixed by the Board of Directors.

 

SECTION 2 - ANNUAL MEETING – An Annual Meeting of the Members shall be held on such date and at such time in each year as the Board of Directors may determine.

 

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 voting 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 voting Member, at their last known preferred contact address, or last known electronic address, as shown by the corporate records 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 voting 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, or by electronic means, 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 VI - 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 cause, by vote of two-thirds (2/3) of the voting Members of the said corporation present, per quorum requirements in Article V, Section 6, and voting in favor of suspending or expelling such member or removing such director.

 

 ARTICLE VII - BOARD OF DIRECTORS

SECTION 1 - BOARD OF DIRECTORS - There shall be a Board of Directors consisting of fifteen (15) qualified Members serving as the President, the Vice President, the Secretary/Treasurer, the Past President, five (5) Committee Chairmen, and six (6) At Large Directors. This Board of Directors shall have the general control and management of the business of the corporation.

 

SECTION 2 - TERM - The Committee Chairmen positions shall serve for a term of one (1) year.  The six (6) At-Large Directors shall serve for a term of two (2) years.  When an At Large Director is elected to an officer position, their term as At Large Director shall end and another Member shall be elected to fill the open position.  It is the desire of the chapter that all serving At Large Directors avail themselves to the best of their ability to serve as an Officer, if so requested.  No Member firm shall be represented on the Board by more than one individual unless approved by a majority vote of the Board of Directors.

 

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 an At Large 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. Each Board of Director member shall have one vote at Meetings of the Board of Directors.

 

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 Chief Executive Officer to the contrary.  The Secretary shall give notice of every Special Meeting of the Board by sending a written instrument to each director, at his last known preferred contact 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.

 

SECTION 12 – ATTENDANCE OF BOARD MEMBERS - Members of the Board of Directors will be expected to attend all meetings except for unavoidable and infrequent absences.  A Board member who is absent from three or more meetings during any 12-month period, without having furnished for any such absence a written explanation satisfactory to the Board, or without providing a suitable proxy, shall be delinquent in attendance.  A Board of Director member who is delinquent in attendance shall cease to be a Board member if the Board determines, by majority vote of a quorum at a regular meeting held within three months after the last such absence, that the Board member is deemed to have resigned by virtue of such absences.  Any such determination shall be communicated to the delinquent Board member in writing.

 

SECTION 13 – CHANGE OF BOARD MEMBER’S EMPLOYMENT - A member of the Board of Directors who leaves the employ of an Association Member shall cease to be a Board member 60 days thereafter unless, within such period, the Board member is employed by another Member in the same Membership and occupational classification as the former employer. The Board may make an exception to the foregoing provisions of this Bylaw by vote of two-thirds of the quorum present at a regular meeting held before the expiration of such 60-day period.

 

ARTICLE VIII – EXECUTIVE BOARD

SECTION 1 - EXECUTIVE BOARD - The Officers of the Corporation, known as the Executive Board, shall be a President, Vice President, Secretary/Treasurer, and Past President.  At least two (2) Officers of the Corporation shall be General Contractor Members.  One person may not hold more than one office (Secretary/Treasurer being treated as one office).   Any Specialty Contractor Member who is elected to an Officer position shall be required to pay appropriate AGC of Oklahoma Volume Dues.

 

SECTION 2 - PRESIDENT - The President shall preside at all meetings of the members and of the Directors.  The President 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 ensure that all records of the meetings of the Board of Directors and of the meetings of the members (both Annual and Special) are maintained and to act as custodian of the corporation's funds.  The Secretary/Treasurer shall ensure that a review, compilation or audit, per the current Fiscal Policy, of the association’s accounts shall be made annually 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 - TERM - The Officers of the Corporation shall be elected to serve 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 6 - 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 7 - 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.

 

SECTION 8 – POWER OF THE EXECUTIVE BOARD - The authority and duties of the Executive Board shall at all times be subject to the direction and control of the Board of Directors.  The Executive Board shall have such power and authority over the affairs of the Association as are delegated from time to time by the Board of Directors.  Unless limited by action of the Board of Directors, the Executive Board may exercise the authority and powers of the Board of Directors between meetings of the Board of Directors with respect to supervision, control and direction of the affairs of the  Association, its committees, publications, policies and interpretation of its Bylaws; provided, that the Executive board shall not adopt the annual budget, give final approval to the Association’s legislative position documents, or authorize any non-budgeted expenditure in excess of $5,000.  The Executive Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

 

 ARTICLE IX - NOMINATING COMMITTEE

SECTION 1 - NOMINATING COMMITTEE - The President shall appoint with consent of the Board of Directors a Nominating Committee consisting of three (3) Association Members, one of whom shall be from the Board of Directors and two not serving on the Board.  At least one (1) member of the Nominating Committee shall be a General Contractor Member.

 

SECTION 2 - APPOINTMENT - The Nominating Committee shall be appointed not later than September 30th.

 

SECTION 3 - DUTIES - The duties of the Nominating Committee are to provide a slate of candidates for the Board of Directors based on the requirements in Article IX, Section 4 for the Executive Board, Article IX, Section 5 for the At Large Directors, and Article X, Section 1 for Committee Chairmen. The Nominating Committee shall be aware that at least two (2) of the Executive Board and three (3) of the At Large Directors shall be General Contractor Members and shall provide nominations accordingly.

The Nominating Committee shall issue its report to the Board of Directors at their October Board Meeting.  The Board of Directors shall have one month to consider nominations and shall vote on the nominees at their November Meeting.  The results shall be presented to the membership thereafter.

 

SECTION 4 – NOMINATION OF THE EXECUTIVE BOARD – It is intended:

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 Nominee for Secretary/Treasurer shall be nominated approved by the Executive Board for nomination from either the six (6) At-Large Director positions, or another member who has previously served a minimum of one (1) year on the Board of Directors as an At Large Director.

Officers are to be General Contractor or Specialty Contractor Members.

 

SECTION 5 – NOMINATION OF AT LARGE DIRECTORS – The Nominating Committee shall solicit nominations from the membership for any currently vacant At Large Director positions. The Nominating Committee shall nominate as many Members as necessary to fill the expiring terms of the currently vacant At Large Director positions.

At Large Directors are to be General Contractor or Specialty Contractor Members.

 

 ARTICLE X –COMMITTEES

SECTION 1 – NOMINATION OF COMMITTEE CHAIRMAN – The Committees shall each elect from their own number a Chairman and a Vice Chairman.  The Chairman of each of the Committees shall serve for a term of one (1) year on the Board of Directors.  The Vice Chairman shall be elected to the Chairman position unless the Committee members have valid reasons to nominate another member.  A member may not serve as Chairman or Vice Chairman on more than one committee.

Committee membership shall be open to all members of the association.

 

SECTION 2 – NUMBER OF COMMITTEES - There will be five (5) Committees named and approved, by the Board of Directors, prior to the November Board of Directors meeting.

 

SECTION 3 - 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 XI - ADMINISTRATION

 SECTION 5 - CHIEF EXECUTIVE OFFICER - The Chief Executive Officer, who shall be employed by the Executive Board, with consent of the Board of Directors, shall serve as manager of the Chapter's office.   Except as otherwise directed by the Board, the duties of the Chief Executive Officer shall be as follows:

The Chief Executive Officer of the Association shall be the corporate secretary and shall keep minutes of all the proceedings of meetings of Members, Executive Board, and Board of Directors and shall make a proper record of the same and shall keep such books and perform such other duties as may be required by the Board of Directors or are usually incumbent upon such office by usage and custom.  The Chief Executive Officer may delegate any of these recordkeeping duties to other association staff members.

The Chief Executive Officer, or a member of the association staff, shall be present at all meetings of Members of the Association, of the Executive Board, of the Board of Directors, and all of the standing and special committees, but without vote, and shall keep a record of all proceedings and report same as the Board may direct.

The Chief Executive Officer, along with the Secretary/Treasurer, shall prepare an annual budget for the Association for approval by the Board of Directors at the December meeting; the budget, upon approval, shall guide the Chief Executive Officer in conducting the fiscal affairs of the Association.

The Chief Executive Officer shall have authority to employ and assign titles and duties to persons to fill existing staff positions of the Association.  The Chief Executive Officer shall inform the Board of Directors of all changes in employment within the Association.

The Chief Executive Officer shall have general supervision of the offices of the Association and be in charge of all employees of the Association and shall be responsible therefore to the Board of Directors.

The Chief Executive Officer or his designee may perform any or all of the duties of the Secretary - Treasurer of the Association as determined by the Board of Directors.

Unless otherwise determined by the Board, when circumstances prevent the Chief Executive Officer from acting, the President (if different) shall perform all the duties and possess all the authority of the Chief Executive Officer.

 

 ARTICLE XII - DUES

SECTION 1 - DUES - Each Member shall pay Annual Dues in the amount prescribed by the Board of Directors. The dues structure shall be published and shall be circulated among the Members after each modification thereof.  Dues for all classes of membership shall be determined by the Board of Directors.

 

SECTION 2 - PAYMENT - Invoicing, collecting, and processing of all dues invoices, payments and procedures will be in accordance with a Member Dues Policy adopted and approved by the Board of Directors.

 

 ARTICLE XIII - MISCELLANEOUS PROVISIONS

SECTION 1 - NATIONAL MEMBERSHIP - Every 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 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 by written instrument, addressed to such member, director or officer, at his last known preferred contact address, and such notice shall be deemed to be given at the time.  Any member, director, or officer may waive any notice required to be given under these Bylaws and may do so by written instrument at that member’s preferred contact address.  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 11th of January 2020.

 

Jeff Kusler, President

The Fleming Construction Group

 

Anthony Reiss, Vice President

Reiss Painting Company

 

Craig Abbott, Secretary/Treasurer

Manhattan Construction Company

 

Mark Lambert, Past President

Lambert Construction Company

 

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