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ARTICLE I Name Section 1. Name: The name of the Association shall be "The Builders' Exchange Association of Virginia". Section 2. Location: The principal office of the Association shall be in ARTICLE II Purpose The purposes of the Association are to promote a spirit of cooperation and goodwill among its members and those participating in, or interested in the building industry; to advise its members of new developments in the industry through the publication of a journal or bulletin, and through the securing of plans and specifications of new and proposed work, and in any other way that will assist its members in keeping in touch with new and additional work; and to cooperate with all other groups and associations existing or to be formed for like purposes; and to serve its members as an Insurance Agency. ARTICLE III Membership Section 1. Definition: A member shall be defined as any construction contracting or subcontracting firm licensed by the Commonwealth of Virginia to engage in the building industry, any licensed architectural, engineering or surveying firm, any manufacturing or supplying firm of building materials, equipment or services, or any other construction related association representing the construction industry. Each subsidiary firm of a parent firm's several subsidiaries shall be considered separately for membership. All shall be in good financial, ethical and business standing. Section 2. Class of Membership: There shall be one (1) regular membership class unless otherwise authorized by the Board of Directors. Section 3. Election of Members: The applicant firms elected to membership by the Board of Directors shall constitute the members of the Association. Section 4. Term of Membership: Membership shall be perpetual unless sooner terminated in the manner provided herein. Section 5. Duties of Members: Members shall elect Directors as provided herein and shall from time to time be advised of actions taken by the Board of Directors. Section 6. Applications for Membership: (a) All applications for membership in the Association shall be referred to the Board of Directors for consideration and approval. (b) All applications accepted for membership shall be accompanied by the entrance fee and the first year's annual dues as established by the Board of Directors. Applications from subsidiary firms of a member or another sister subsidiary having already paid the entrance fee shall not be required to pay the entrance fee again. If applicant is not accepted for membership, the entrance and dues fees shall be returned by the Treasurer within five (5) business days after the date the application is rejected. (c) All applications shall include the designated Principal Officer of the member with whom the Association shall recognize as the point of authority for voting and other matters of the Association. Each year thereafter the member will identify during times of the annual membership renewal the same or replacement Principal Officer. Section 7. Voting of Members: Every member of the Association shall be entitled to one (1) vote for the election of Directors and to one (1) vote upon every matter referred to the members for their consideration or approval. The designated Principal Officer of the member shall cast the member's vote. Section 8. Dues: The annual dues of members shall be in an amount determined by the Board of Directors and shall be promptly paid by the members at such time and in such manner as may be determined by the Board of Directors. Section 9. Grievances: Any grievance of a member may be brought before the Board of Directors for examination and resolution. Such matters shall be presented in writing to the President at least 10 days prior to any scheduled regular meeting of the Board of Directors. Section 10. Resignation: A member may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary. A resignation shall be effective when delivered unless the notice specifies a later effective date. Members shall not be entitled to any reimbursement of dues upon their resignation. Section 11. Termination: Membership may be terminated by the Board of Directors upon: (a) The failure of a member to pay annual dues within 30 days after the due date. (b) The revocation of a member's license or authorization to
conduct business in the (c) The affirmative vote of two-thirds (2/3) of the Board of Directors for actions deemed detrimental to the Association or the construction industry. Section 12. Reinstatement of Members: Members whose membership has been terminated by the Board of Directors may be reinstated upon the affirmative vote of two-thirds (2/3) of the Board of Directors and payment of a reinstatement fee and the annual dues as determined by the Board of Directors. Section 13.
Association Services: A member is authorized to receive the various
services of the Association for the use and benefit only of the member firm and
its employees. An identified guest or an affiliated representative of a member
may use selected Association services on a one-time basis per year by the
member giving advance notice to the Executive Director or his designee. Some
Association services and programs may only be available to qualifying member
firms and its employees as determined by the requirements of the various
programs established by the Board of Directors and the laws and regulations of
the ARTICLE IV Meetings of Members Section 1. Places of Meetings: All meetings of the members shall be held at the principal office of the Association unless some other place is stated in the notice of the meeting. Section 2. Annual Meetings: The annual meeting of members shall be held in each year in February on a day to be set by the Board of Directors. Section 3. Special Meetings: Special meetings of the members may be called at any time by the President, the Board of Directors, or by not less than one-tenth (1/10) of the members. Section 4. Notice of Meetings: Notice of the time and place of every meeting of the members shall be mailed not less than ten (10) nor more than sixty (60) days previous thereto to each member entitled to vote at the meeting. Meetings may be held without notice if all the members entitled to vote are present in person or if notice is waived by those not present, either before or after such meeting. Section 5. Quorum: An annual or special meeting where two (2) percent of the membership are present shall constitute a quorum to conduct business. Section 6. Order: All meetings shall be governed by "Roberts Rule of Order". ARTICLE V Board of Directors Section 1. General Powers: The business and affairs of the Association shall be managed by the Board of Directors, and, except as otherwise expressly provided by law or by the Articles of Incorporation, or by these By-Laws, all of the powers of the Association shall be vested in said Board of Directors. Section 2. Number and Qualification: The Board of Directors shall be a minimum of twelve (12) in number, including the Officers. No individual may serve as a Director if he has completed two consecutive terms on the Board within the past twelve months. Directors shall be a principal employee of the member. Section 3. Composition: The Board of Directors should be composed of not more than one member of any similar trade at a given time. Section 4. Tenure: Directors shall serve for a two year term, but no more than two consecutive terms, except for Officers elected by the Board of Directors and the Immediate Past President who shall serve at the will of the Board of Directors. Officers not re-elected by the Board of Directors to serve during the coming year and the outgoing Immediate Past President shall not stand for election to the Board of Directors for the next term. Directors appointed for twelve (12) or more months during a term shall be considered as having fulfilled a full two (2) year term. Section 5. Transition: Directors having served more than twelve (12) months at the time these By-Laws are adopted may continue for another two (2) year term, except the Officers and the Immediate Past President who shall serve as provided in these By-Laws. That the number of Directors shall decrease by attrition. Section 6. Meetings of Directors: Meetings of the Board of Directors shall be held at a time fixed by the resolution of the Board, or upon call of the President. The Secretary, or the Officer performing his duties, shall give at least twenty-four (24) hours notice by facsimile, letter, or telephone of all meetings of the Directors; provided, that notice need not be given of regular meetings held at times and places fixed by resolution of the Board. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice either before or after the meeting. Section 7. Voting of Directors: Every Director present at any regular or special meeting of the Board of Directors shall be entitled to one (1) vote upon every matter presented for consideration. Section 8. Order of Meetings: All meetings shall be governed by "Robert's Rule of Order". Section 9. Quorum: A meeting where six (6) or more Directors, including the President, are present shall constitute a quorum to conduct business. Section 10. Attendance: Directors should attend all meetings of the Board of Directors unless otherwise excused. Failure, however, to attend three (3) consecutive regular meetings exclusive of continuous hospitalization or convalescence or any five (5) regular meetings between annual meetings shall constitute the Director's resignation from the Board of Directors. Section 11. Resignation: A Director may resign at any time by delivering a written notice to the Board of Directors, the President or the Secretary. A resignation shall be effective when delivered unless the notice specifies a later effective date. Section 12. Removal: Any Director may be removed, with or without cause, at any time by two-thirds (2/3) of the members present at any annual or special member meeting, or by a two-thirds (2/3) vote of the Board of Directors for actions deemed detrimental to the business of the Association. Section 13. Compensation: Directors shall not receive any compensation for serving on the Board of Directors. Ordinary expenses incurred by a Director during the performance of his authorized Association duties or these By-Laws shall be reimbursed. Section 14. Vacancies: Any vacancy on the Board of Directors, including any vacancy resulting from an increase in the number of Directors, may be filled by the appointment of a Board candidate by the President with the approval of a majority of the remaining Directors, even though less than a quorum, unless sooner filled by the members. Section 15. Recognition: A retiring Director may be recognized by the Board of Directors with the title, "Director Emeritus" for exceptional volunteer service to the Association during his or her tenure. A Director Emeritus shall be entitled to attend all meetings of the Board of Directors for life, but he or she shall not vote upon any matter before the Board of Directors. ARTICLE VI Action by Directors Without a Meeting Any action to be taken at a meeting of the members of the Board of Directors of this Association, or any action which may be taken at a meeting of a committee of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the members of the Board of Directors, or all of the members of the committee of the Board of Directors, as the case may be. ARTICLE VII Officers Section 1. Appointment: The Officers of the Association shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, a Secretary and an Immediate Past President, and other persons appointed to such other offices as may be established from time to time by the Board of Directors. All Officers shall be appointed by the Board of Directors at the first regular Board meeting following each annual member meeting, and shall hold office for one (1) year or until their successors are appointed and qualify. Vacancies may be filled at any meeting of the Board of Directors. Section 2. Qualifications: Officer candidates shall have demonstrated his leadership abilities through volunteer participation in the affairs of the Association and having successfully chaired committees of the Board. He shall also have served one (1) complete term as Director prior to appointment. Section 3. Removal of Officers: Any Officer of the Association may be removed summarily with or without cause, at any time by a resolution passed by the Board of Directors. Section 4. President: The President shall be the principal appointed Officer chosen from among the Directors and shall have general supervision over, responsibility for, and control of, the other Officers, agents and employees of the Association. The President shall act as Chairman of and preside over meetings of the members and Directors and shall perform, to the extent consistent with these By-Laws, such duties as may be conferred upon him by the Board of Directors. The President shall be an ex-officio member on all committees of the Association except as provided in these By-Laws. Section 5. First Vice President: The First Vice President shall perform, to the extent consistent with these By-Laws, such duties as may be prescribed by the Board of Directors or the President. In the event of and during the absence, disqualification or inability to act, of the President, the First Vice President shall have the authority and perform the duties of the President. Section 6. Second Vice President: The Second Vice President shall perform, to the extent consistent with these By-Laws, such duties as may be prescribed by the Board of Directors or the President. In the event of and during the absence, disqualification or inability to act, of the President and the First Vice President, the Second Vice President shall perform the duties of the President. Section 7. Treasurer: The Treasurer shall have the custody of all monies and securities of the Association and shall deposit the same in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. Unless otherwise prescribed by the Board of Directors or the President, the Treasurer shall be responsible for the financial and accounting records of the Association and shall report on the financial condition whenever requested to do so by the Board of Directors. Section 8. Secretary: The Secretary shall have the responsibility for preparing and maintaining custody of minutes of meetings of the members and Directors in a book or books kept for these purposes and the responsibility for the seal of the Association and authenticating records of the Association. The Secretary shall maintain a record of the names and addresses of all members of the Association. The Executive Director may fulfill the duties of this office. Section 9. Immediate Past President: The Immediate Past President shall serve one (1) year on the Executive Committee following his tenure as President to advise and assist the President. He shall also serve as the Chairman of the Nominating Committee. Following his one (1) year term as Immediate Past President, he shall retire from the Board. Section 10. Delegation of Power: In the event of and during the absence, disqualification or inability to act of any Officer other than the President, such other Officers or employees as may be designated by the Board of Directors or by the President shall have the authority to perform the duties of such Officer. Section 11. Term of Office: Each Officer shall be appointed from the Board of Directors for not more than one (1) year until the first regular meeting of the Board of Directors held after each annual member meeting, or for such longer or shorter term as the Board of Directors may specify, and until his successor shall have been elected or such earlier time as he shall resign, die or be removed. Section 12. Resignation: An Officer may resign at any time by delivering written notice to the Board of Directors, the President or the Secretary. A resignation shall be effective when delivered unless the notice specifies a later effective date. ARTICLE VIII Executive Committee Section 1. Designation of Committee: The Board of Directors by a resolution adopted by a majority of the Directors shall designate an Executive Committee which shall consist of the President, the First Vice President, the Second Vice President, the Treasurer, the Secretary and the Immediate Past President. The Executive Director shall be a member of the Executive Committee without vote. Section 2. General Powers: The Executive Committee, when the Board of Directors is not in session and except as prohibited by law, shall have all powers vested in the Board of Directors by law or by these By-Laws; provided, that the Executive Committee shall report at the next regular or special meeting of the Board of Directors all action which the committee may have taken since the last regular or special meeting of the Board of Directors. ARTICLE IX Other Committees Section 1. Standing Committees: The President shall appoint the members of the following Standing Committees, the Chairman and the Vice Chairman of each who shall be members of the Board of Directors: Future Planning, Membership Services, Membership and Marketing, Finance, Nominating, Public Relations, Education, Insurance Programs, Scholarship and Awards, Entertainment, Legislative, and Property and Equipment. The Board of Directors may abolish or establish Standing Committees as they see fit. Section 2. Ad Hoc Committees: The President may appoint from time to time Ad Hoc committees of any number members to study and report special situations to the Board of Directors. Section 3. Reports: The reports and recommendations of all committees shall be submitted in writing to the Board of Directors. Section 4. Term: Unless sooner dissolved by action of the Board of Directors, the members of all committees shall hold office for a period of one (1) year after their appointment or until their successors are appointed. Section 5. Number of Members: Each committee should have a minimum of six (6) members including the Chairman and Vice Chairman. Section 6. Eligibility: Only Directors shall serve as the Chairman and the Vice Chairman of any committee. Other members may be volunteers from the membership at large except when otherwise stated in this Article. Section 7. Future Planning Committee: The Future Planning Committee shall be responsible for the planning and establishment of all Association goals and objectives for the coming five (5) years. The committee shall meet at least annually to review, update and report to the Board of Directors the current Five-Year Association Plan. The President shall serve as Chairman. The committee shall be composed of the Chairmen of all Standing Committees, the Immediate Past President and the Executive Director. Section 8. Member Services Committee: The Member Services Committee shall be responsible for monitoring, investigating, formulating and reporting to the Board of Directors new or improved member services to meet the ever changing needs of the members. The First Vice President shall serve as Chairman. The committee shall meet at least quarterly or as called by the Chairman. Section 9. Membership and Marketing Committee: The Membership and Marketing Committee shall be responsible for recruiting and retaining members in the Association. The committee shall initiate and maintain activities to ensure a strong membership, and shall convey recommendations to the Board of Directors and the Member Services Committee for new or improved services. The Second Vice President shall serve as Chairman. The committee shall meet at least quarterly or as called by the Chairman. Section 10. Finance Committee: The Finance Committee shall be responsible for reviewing the annual Association budget, reviewing quarterly Association financial reports for the Treasurer and recommending all proposed expenditures by the various committees and the Executive Director. The committee shall advise the Treasurer and Executive Director of investment opportunities to maximize the return on Association monies. The committee shall endeavor to keep the Association financially sound and prosperous. The Treasurer shall serve as Chairman. The committee shall meet at least quarterly or as called by the Chairman. Section 11. Nominating Committee: The Nominating Committee shall be responsible for solely identifying, selecting and nominating all member principal candidates for the Board of Directors and for all Officers of the Board. The committee shall report to the Board in December of every year those nominated Directors for the coming two (2) year term, and the President, the First Vice President, the Second Vice President, the Treasurer and the Secretary. The committee shall endeavor to select and nominate the most qualified candidates based on their findings. Neither the President nor any Officer shall serve on the committee. The Immediate Past President shall serve as the Chairman with two-thirds (2/3) of the committee being members of the Board of Directors. Section 12. Public Relations Committee: The Public Relations Committee shall be responsible for furthering the name and good will of the Association through the public media and representation at industry events. The committee shall recommend and report public relation opportunities to the appropriate standing committee when coordinated assistance is required. The committee shall meet at least quarterly or as called by the Chairman. Section 13. Education Committee: The Education Committee shall be responsible for investigating, monitoring, formulating and making available to members an education and information program to assist them in their business success. The committee shall meet at least quarterly or as called by the Chairman. Section 14. Insurance Programs Committee: The Insurance Programs Committee shall be responsible for monitoring, reviewing and recommending actions pertaining to Association sponsored insurance programs offered to members. The committee shall ensure that all programs are continuous and in good standing. The committee shall meet at least quarterly or as called by the Chairman. Section 15. Scholarship and Awards Committee: The Scholarship and Awards Committee shall be responsible for monitoring and awarding all scholarships and awards of the Association as may be approved by the Board of Directors. The committee shall establish the rules and procedures for each presentation and determine the final winner without Board approval. Section 16. Entertainment Committee: The Entertainment Committee shall be responsible for all social activities of the Association. The committee shall endeavor to provide regular opportunities for members to jointly meet and become acquainted. The committee shall, also, be responsible for arranging all official Board and staff entertainment activities. The committee shall meet at least quarterly or as called by the Chairman. Section 17. Legislative Committee: The Legislative Committee shall be responsible for monitoring all federal, state, and local laws and regulations affecting the Association or the construction industry. The committee shall report all findings to the Board of Directors for the appropriate action. The committee shall meet at least quarterly or as called by the Chairman. Section 18. Property and Equipment Committee: The Property and Equipment Committee shall be responsible for the acquisition, insuring and good keeping of all real property and equipment and furnishings of the Association. An inventory shall be maintained identifying all real things owned by the Association. The committee shall be responsible for reviewing all purchased, leased or rented items used by the Association. The committee shall meet at least quarterly or as called by the Chairman. ARTICLE X Employees Section 1. Executive Director: The administration and management of the Association shall be vested in a salaried chief staff executive, employed by and directly responsible to the Board of Directors. His/Her title shall be Executive Director or any other title designated by the Board. The Board of Directors shall establish in writing his terms and conditions of employment. He shall employ an adequate professional staff to accomplish the administration and management of the Association. He shall manage with the guidance of the various appropriate committees all activities of the Association. In his absence, he shall have an Assistant who may assume his responsibilities without interruption. The Executive Director shall serve as Secretary of the Association and on the Board of Directors and all its committees without vote, and with authority to negotiate and sign legally binding documents on behalf of the Association. He shall have authority to co-sign all checks of the Association and shall perform such other duties as may be directed by the Board of Directors. Section 2. Fidelity Bonding: The Board of Directors shall require fidelity bonding of the Executive Director and all his employees responsible for the receipt and disbursement of Association funds. The cost of such bonds shall be paid by the Association. ARTICLE XI Local Offices Local offices of the Association may be established within the
ARTICLE XII Conflicts of Interest Without the prior written approval of the Board of Directors, no Officer, Director or employee of the Association shall engage in any activity on the premises of the Association or otherwise related to the conduct of business of the Association in which such individual receives, directly or indirectly, any financial gain or reward other than usual and customary compensation. ARTICLE XIII Indemnification Section 1. Indemnification of Directors and Officers: Every individual, and his estate, heirs, executors and administrators, who was or is a party or is threatened to be a made a party to any threatened, pending or completed actions, suit or proceeding of any, whether civil, criminal, administrative, arbitrative or investigative, and whether or not by or in the right of the Association, by reason of his being or having been a Director, Officer, employee or agent of the Association, or at its request, of any other corporation, or by reason of his serving or having served at the request of the Association and in connection with any partnership, joint venture, committee, trust, employee benefit plan or other enterprise, shall be indemnified by the Association against expenses, including attorney's fees, judgments, fines, penalties, rewards, costs, amounts paid in settlement, and liabilities of all kinds, actually incurred by him in connection with or resulting from such action, suit or proceeding to the fullest extent permitted under the Virginia Nonstock Corporation Act, without limitation upon any other right to indemnification to which such individual may otherwise be entitled, and the Association may, but shall not be required to, purchase on behalf of such individual insurance against liability asserted against or agent of the Association, or arising from his status as such, whether or not the Association would have power to indemnify him against the same liability under the provisions of the Virginia Nonstock Corporation Act. For the purposes of this Article, the acts or omissions of a person who serves as an Officer as well as an employee or agent of the Association shall be deemed to be solely the acts or omissions of such person in his or her capacity as an Officer and not as an employee or agent of the Association. Section 2. Limitation of Liability of Directors and Officers: In any proceeding brought by a member of the Association in the right of the Association or brought by or on behalf of members of the Association, the liability of, and the damages assessed against, a Director or Officer of the Association arising out of or resulting from a single transaction, occurrence or course of conduct shall be limited to and shall not exceed the amount of compensation received by the Director or Officer from the Association during the twelve months immediately preceding the act or omission for which liability was imposed; provided, however, a Director or Officer who serves the Association without compensation for his services shall not be liable for damages in any such proceeding. The liability of a Director or Officer shall not be limited in accordance with the provisions of this Article if the Director or Officer engaged in willful misconduct or a knowing violation of the criminal law. ARTICLE XIV |
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