BY-LAWS OF TRI-COUNTY CONTRACTORS’ ASSOCIATION OF KENOSHA, RACINE AND WALWORTH COUNTIES
ARTICLE I – OFFICES
The principal office of the corporation in the State of Wisconsin shall be located in the Tri-County area. The corporation may have such other offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by the Statutes of the State of Wisconsin to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II – MEMBERSHIP
Any person, company, partnership or corporation engaged as a General Contractor, Sub-Contractor, Mechanical Contractor, or Specialty Contractor in the Tri-County area, and is financially, technically and administratively qualified, and agrees to support all of the associations programs, and is signatory with one or more construction trade union if they employ job site labor that is claimed by a trade union, shall be eligible for membership. Such sponsorship for membership must be by a current member and approved by the Board of Directors. If at any time a person or organization is in contravention of the afore mentioned membership conditions, the TCCA Board of Directors reserve the right to revoke said membership. In such cases, no portion of membership dues payment will be considered for refund.
ARTICLE III – ASSOCIATE MEMBERSHIP
Any person, company, architects, engineer, owner, partnership, or corporation engaged as a material supplier, utility, financial institution, title insurance company, insurance companies, real estate agencies etc., and who provides material or services to member contractors and sub-contractors and to the construction industry, and is financially, technically, and administratively qualified, and agrees to support all of the associations programs, shall be eligible for associate membership. Sponsorship for membership must be by a current member and approved by the Board of Directors. If at any time a person or organization is in contravention of the afore mentioned membership conditions, the TCCA Board of Directors reserve the right to revoke said membership. In such cases, no portion of membership dues payment will be considered for refund.
ARTICLE IV – MEETINGS
Section 1 – Special Meetings
Special meetings of the members of the corporation, for any purpose or purposes may be called by the President or the Board of Directors, and shall be called by the President at the request of not less than five (5) members of the Board of Directors or one-tenth of the total of the regular membership of members entitled to vote at the meeting.
Section 2 – Place of Meeting
The Board of Directors may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Wisconsin, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the membership represented thereat.
Section 3 – Notice of Meeting
Written notice stating the place, day and hour of the annual meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or persons calling such meeting, to each member of record of this corporation entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the membership record books of this corporation, with postage thereon paid. Attendance at any meeting, whether general or special, shall constitute a waiver of the provisions thereof. Special meetings may be called on forty-eight (48) hours notice, given by the Secretary, or other designated officer, to the member or members personally by telephone or otherwise, and the recording of notification of said meeting in the minutes of the Secretary’s records shall be sufficient evidence of such notification.
Section 4 – Quorum
Members entitled to one-fourth (1/4th) of the votes entitled to be cast, who are present in person, shall constitute a quorum at a meeting of members.
Board of Directors – A quorum for meetings of the Board of Directors shall be a majority.
Classes of Members – There shall be two classes of member: (a) Members, (b) Associate Members. Only Members shall have the right to vote at meetings of the members. Associate Members, who shall have the right to attend membership meetings and speak on matters before the membership, do not have the right to vote.
Parliamentary Procedure – All questions of parliamentary procedure shall be governed by the most recently revised edition of Roberts Rules of Order.
Vote Necessary to Determine Question – When a quorum is present at any meeting, the majority of the active members represented shall decide any question brought before such meeting, unless a different number or method shall be required by law, or Articles of Incorporation, or By-Laws of this corporation.
Waiver of Notice – Whenever any notice is required to be given under the law or under the provisions of the Articles of Incorporation or the By-Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Fiscal Year – The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE V – AMENDMENT OF BY-LAWS
These By-Laws may be amended, repealed or altered in whole or in part, at any regular meeting of the members of this corporation or at any special meeting, of which notice of proposed amendment, repeal or alteration shall be given, upon a majority vote of the members represented at such meeting, at which a quorum shall be present.
ARTICLE VI – BOARD OF DIRECTORS
Section 1 – Business Affairs
The business affairs of the corporation shall be managed by its Board of Directors.
Section 2 – Number
The number of directors of the corporation shall be no less than nine (9) nor more than fifteen (15). Each director shall hold office on an annual basis and until he is either re elected or his successor is elected and qualified.
Section 3 – Vacancies
Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of any increase in the number of directors, shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 4 – Board of Directors
vRegular meetings of the board of directors shall be held at a time and place as determined by a majority of the board of directors. No less than six (6) such meetings shall be held annually.
Section 5 – Membership Meetings
Except as may be otherwise provided, membership meetings will be held at such times and places as may be designated by the Board of Directors.
Section 6 – Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors. The person authorized to call special meetings of the board shall fix any place within the Tri-County area as the place for holding any special meeting of the board called by them.
Section 7 – Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown on the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.
Section 8 – Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of any business at any meeting of the board, but if less than a majority of the directors are present at said meeting, a majority of directors present may adjourn the meeting from time to time without further notice.
Section 9 – Compensation
Directors as such shall not receive any stated compensation for their services, but by resolution of the Board of Directors a fixed sum for expenses of attendance at special or regular meetings of the Board may be allowed; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 10 – Election
Election to the board of directors shall be by printed ballot sent to the top official of each regular member company. Election will be by a simple majority of ballots cast.
Section 11 – Removal
Any director may be removed from office by the affirmative vote of a majority of the membership eligible to vote for the election of such director taken at a special meeting of the membership called for that purpose.
ARTICLE VII – OFFICERS
Section 1 – Number
The principal officers of the corporation shall be a President, Vice-President, Secretary and Treasurer each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary shall be elected or appointed by the Board of Directors.
Section 2 – Election and Term of Office
The officers of the corporation shall be elected annually by the Board of Directors. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall have resigned or shall have been removed in the manner here in after provided.
Section 3 – Removal
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.
Section 4 – Vacancies
A vacancy in any principal office because of death, removal, disqualification, resignation or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.
Section 5 – President
The president shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the membership and the Board of Directors. He may sign, with the Secretary, or any other proper officer of the corporation authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6 – Vice-President
In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President, or in the event there be more than one Vice President, the Vice-Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President, and when so action shall have all the powers of and be subject to all the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 7 – Treasurer
If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine, such cost hereof to be borne by the corporation. He shall (a) have charge and custody of, and be responsible for, all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever; (c) deposit all monies in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of these By-Laws; and (d) in general, perform all the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8 – Executive Director
An Executive Director shall be appointed by the Board of Directors to carry out the duties of the association as determined by the board. These are to include (a) keeping minutes of the meetings of the membership and Board of Directors; (b) keeping a register of all members; (c) keeping charge of the financial records of the association.
Section 9 – Salaries
No salary shall be paid to any officer, agent or employee of the corporation unless the same has specifically been approved by the Board of Directors.
ARTICLE VIII – DUES
The dues of each contractor member, and associate member shall be determined annually by the Board of Directors. Annual Dues are for the period from January 1st through December 31st.
ARTICLE IX – ORDER OF BUSINESS
The Order of Business form meetings of the members of the corporation and the Board of Directors shall be:
- Call to order
- Roll call
- Reading of minutes
- Reading of communications
- Introduction of new members
- Report of officers
- Reports of Standing and Special Committees
- Unfinished business
- New business