AGC of Oklahoma – Building Chapter
The Associated General Contractors of America, Inc.
Amended January 7, 2009
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 general contractors within the State of Oklahoma; to promote better relations between contractors, private owners, public bodies, architects, and engineers, 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 Board of Directors, 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 Board of Directors, 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.
SECTION 3 – ELECTION TO MEMBERSHIP – Applicants shall be elected to membership, only after investigating and report by the Board of Directors, 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.
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- MEETINGS OF MEMBERS
SECTION 1 – LOCATION – All Annual Meetings of the members shall be held at such 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, at their last known preferred contact 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 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 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 members of the said corporation present and voting in favor of suspending or expelling such member or removing such director.
ARTICLE VII – DIRECTORS
SECTION 1 – BOARD – There shall be a Board of fifteen (15) Directors consisting of the President, the Vice President, the Secretary/Treasurer, the Past President, five (5) Committee Chairmen, and six (6) At Large members. This Board 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 a Director is elected to an officer position, their term as Director shall end and another member shall be elected to fill the open position. It is the desire of the chapter that all Directors serving in the At-Large positions avail themselves to the best of their ability to serve as an officer, if so requested. Directors serving in the Committee Chairmen positions shall not be eligible to serve on the Executive Board.
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 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.
ARTICLE VIII – OFFICERS
SECTION 1 – OFFICERS – The Officers of the Corporation, known as the Executive Board, shall be a President, Vice President, Secretary/Treasurer, and Past President. Officers shall be nominated from the currently seated At Large Directors. At least two (2) Officers of the Corporation shall be Active General Contractor Members. One person may not hold more than one office (Secretary/Treasurer being treated as one office). Any Associate Member who is elected to an Officer position shall be required to pay appropriate National AGC Volume Dues.
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 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. He shall ensure that an audit 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 – EXECUTIVE DIRECTOR – The Executive Director, who shall be employed by the Executive Board with consent of 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 Finance Committee or the Board of Directors at all times.
SECTION 6 – 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 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 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 an Active General Contractor Member.
SECTION 2 – APPOINTMENT – The Nominating Committee shall be appointed not later than September 30th.
SECTION 3 – DUTIES – The Nominating Committee shall solicit nominations from the membership for the six (6) At Large positions. The Nominating Committee shall nominate as many Members as necessary to fill the expiring terms of the Members serving in the six (6) At Large positions. The Nominating Committee shall be aware that at least three (3) of the At Large Directors shall be General Contractor members and shall provide nominations accordingly. The Nominating Committee shall nominate Directors to fill the terms of any vacancies occurring due to directors being nominated as officers.
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 Nominee for Secretary/Treasurer shall be selected by the Executive Board 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. Committee Chairmen shall not be eligible to be nominated for the Executive Board.
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.
ARTICLE X – STANDING COMMITTEES
The Standing Committees shall each elect from their own number a Chairman and a Vice Chairman who shall serve for a term of one (1) year. The Chairman of each of the Standing 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 1 – FINANCE COMMITTEE – 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 2 – CONSTRUCTION LEADERSHIP COUNCIL (CLC) – The CLC shall be responsible for developing and nurturing new leaders for the association and industry.
SECTION 3 – LEGISLATIVE COMMITTEE – The Legislative Committee shall be responsible for monitoring and addressing all Legislative issues that may have an impact on AGC member organizations as well as the construction profession.
SECTION 4 – EDUCATION COMMITTEE – The Education Committee shall be responsible for monitoring and addressing the Education and Workforce needs of AGC Member Firms and the construction profession.
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 XI – DUES
SECTION 1 – DUES – Every Member of the Corporation shall pay annually to the association, prior to the 10th day of January of each year, the sum of their established dues from which shall be paid the National AGC dues, the balance to remain with the Oklahoma Chapter.
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 – On November 25th, the chapter office shall mail an invoice to each Member, showing monies due for the succeeding year. Member’s dues are to be paid by January 10th each year. On January 15th a dues reminder shall be mailed to each Member whose dues have not been received. On February 15th, Members whose 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.
SECTION 3 – OCAF DUES – In addition to AGC Membership Dues, each member shall pay to the Oklahoma Construction Advancement Foundation (OCAF) an amount prescribed by the Board of Directors.
ARTICLE XII – 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 XIII – 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 XIV – 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 7th day of January, 2009.
John Thompson, J.E. Dunn Construction Co.
Mark Grimes, Flintco, Inc.
2008 Vice President
Bryan Timberlake, Timberlake Construction Co.