|
Bylaws of
American Subcontractors Association
of Northern Ohio
Article I. Name and Principal Office.
Section 1. Name. The name of the association shall be “American
Subcontractors Association of Northern Ohio” or, in short form,
“ASANO” or the “Association.”
Section 2. Chapter of the American Subcontractors Association.
The Association is a chartered chapter of the American Subcontractors
Association, Inc. (ASA) and shall adhere to the terms and conditions
of the ASA Bylaws and the Chapter Charter Agreement, which are
incorporated by reference herein.
Section 3. Offices. The principal office of the Association
shall be in the city of Cleveland, County of Cuyahoga, State of Ohio.
Article II. Purposes of the Association
The purposes of the Association are:
• To foster, promote, encourage and develop the best interests of
subcontractors, specialty contractors and material suppliers in the
construction industry.
• To provide educational opportunities for members that relate to the
conduct of their business and the construction industry.
• To seek the reform of abuses relating to subcontractors, specialty
contractors and materials suppliers in the construction industry; to
seek freedom from unjust or unlawful exaction; to disseminate accurate
and reliable information with respect to the construction industry.
• To deal with trade and promotion issues of construction
subcontractors and specialty contractors and to cooperate with other
associations representing subcontractors and specialty contractors.
• To cooperate with contractors, construction managers, architects,
engineers, owners and other segments of the construction industry and
their associations in all lawful matters of interest to the
construction industry.
• To do any and all other lawful acts to help the construction
industry better serve construction owners, to promote the expansion of
all construction and promote any other legitimate common interests of
the members.
• To cooperate with ASA and other chartered chapters and state
organizations of ASA to assure that these purposes are promoted
nationwide.
Article III. Membership
Section 1. Classes of Membership. The Association shall have
three classes of members. The designation of such classes and the
qualifications of the members of such classes shall be as follows:
a. Regular Member. A regular member is any person, firm or
corporation that in the normal conduct of business furnishes
subcontract labor and/or materials to the construction industry or
provides a service to such subcontractors or material suppliers and
that is otherwise a member in good standing.
b. Honorary Member. The Board of Directors, upon majority vote,
may bestow honorary membership on any individual that merits this
distinct honor. Honorary membership is a lifetime membership and the
Association’s dues are waived. If the individual wishes to maintain
membership in ASA, the Association may submit such dues to ASA;
alternatively, the Board of Directors may recommend that the
individual also be accorded ASA honorary membership in accordance with
the ASA bylaws.
c. Sustaining Member. Any person, firm or corporation that
voluntarily contributes funds to the Association shall be considered a
sustaining member. Sustaining membership shall be renewable annually.
Section 2. Ineligibility for Membership. Architects, engineers,
general contractors, construction managers and construction owners are
not eligible for membership.
Section 3. Membership in ASA. All regular members of the
Association must also belong and pay membership dues to ASA, in
accordance with procedures established by ASA and the Association.
Section 4. Membership in OSC. All regular members of the
Association must also belong and pay membership dues to the Ohio
Subcontractors Council, in accordance with procedures established by
OSC and the Association.
Section 5. Acceptance for Membership. Application and approval
for membership shall be by procedures approved by the Board of
Directors.
Section 6. Voting Rights. Each fully paid regular member shall
be entitled to one vote on each matter submitted to a vote of the
membership. No proxies are allowed. Honorary members and sustaining
members have no voting rights.
Section 7. Termination of Membership. The Board of Directors,
by a majority vote of those present, may terminate the membership of
any member who becomes ineligible for membership, or suspend or expel
any member who is in default in the payment of dues for the period
fixed in Article IV of these Bylaws.
Section 8. Reinstatement of a Terminated Member. Upon written
request by a former member to the Secretary, a former member may be
reinstated upon payment of any dues, assessments or other charges owed
to the Association and upon such other terms as the Board of Directors
may deem appropriate.
Section 9. Resignation. Any member may resign by filing a
written resignation with the Secretary, but such resignation shall not
relieve the member so resigning of the obligation to pay any dues,
assessments or other charges theretofore accrued and unpaid.
Article IV. Dues.
Section 1. Annual Dues. The Board of Directors may determine
from time to time the amount of dues payable to the Association by
members of each class.
Section 2. Payment of Dues. Dues shall be payable in advance on
the first day of July in each fiscal year. Dues of a new member shall
be prorated from the first day of the month in which such new member
is accepted for membership, for the remainder of the fiscal year of
the Association.
Section 3. Default and Termination of Membership. A member
shall be considered delinquent in the payment of dues when not
received by the Association by the 1st of September after such payment
was due. All Association services shall be suspended immediately under
procedures established by the Board of Directors. Should such
delinquency not be cured by the 1st of October after such dues payment
was due, then such member shall be dropped immediately from the rolls
of the Association.
Article V. Board of Directors.
Section 1. General Power. The Board of Directors shall manage
the affairs of the Association. The Board of Directors has authority
to make rules, formulate policies and establish programs of the
Association and to settle disputes within the Association.
Section 2. Members. The members of the Board of Directors shall
consist of three directors, the three elective officers and the
immediate past president of the Association.
Section 3. Election of Directors. The nomination and election
of directors shall be conducted at the Annual Meeting of the
Association pursuant to Article VII, Section 5 and Article VIII of
these Bylaws.
Section 4. Vacancy. Should a vacancy in a directorship occur,
the President may appoint a successor for the unexpired term from
candidates proposed by the Nominating Committee, subject to the
approval of the Board of Directors.
Section 5. Term of Office. Each director shall take office on
the first day of July immediately following the Annual Meeting at
which the director has been elected. Each director shall serve a term
of three (3) years or until a successor is duly chosen and has assumed
office. A director cannot be elected for more than two (2) consecutive
terms unless elected as an officer.
Section 6. Qualifications. All members of the Board of
Directors shall be fully paid regular members of the Association.
Section 7. Meetings. The Board of Directors shall hold a
minimum of six (6) regular meetings per year and may hold special
meetings as the President or three (3) of the members of the Board may
request.
Section 8. Notice. The Secretary shall provide written notice
to each member of the Board of all regular meetings of the Board of
Directors at least thirty (30) days in advance and of all special
meetings at least five (5) days in advance. Such notices shall be in
writing; state the time, place and purpose of the meeting; and be
delivered by U.S. mail, private delivery service, facsimile or other
electronic means.
Section 9. Quorum. One-half of the total members of the Board
of Directors shall constitute a quorum for the purpose of acting on
the business of the Association.
Section 10. Attendance. Absence at any Board of Directors
meeting by a member of the Board of Directors must be preceded by
written notice to the Secretary of the Association stating the reason
for such absence. The Board of Directors must review any such notice.
Any director who fails to attend two consecutive Board meetings
without Board approval, shall be removed from the Board.
Section 11. Voting. Each Member of the Board of Directors shall
have one (1) vote. No proxies are allowed. The President shall vote
only to break a tie.
Section 12. Procedures. The meetings of the Board of Directors
shall be conducted in accordance with the current edition Robert’s
Rules of Order, except where modified by these Bylaws.
Section 13. Voting by Special Ballot. When specific action by the
Board of Directors is needed between regular meetings and the
President determines it is unnecessary to call a special meeting, a
special ballot may be used. The President, the Secretary or the
Executive Director shall contact, in writing, by telephone or other
electronic means, all members of the Board of Directors; thoroughly
explain the issue; and record the responses. A majority of the Board
of Directors is necessary for passage. The vote shall be ratified at
the next meeting of the Board of Directors.
Section VI. Officers.
Section 1. Elective Officers. The elective officers shall be
President, Vice President, and Secretary-Treasurer.
Section 2. Nomination and Election. The nomination and election
of officers shall be conducted pursuant to Article VII, Section 5 and
Article VIII, respectively.
Section 3. Term of Office. The term of office shall begin on
the first day of July immediately following the Annual Meeting at
which the officer has been elected. The officer shall serve one (1)
year or until a successor is duly chosen and has assumed office.
Section 4. Vacancy. A vacancy occurring in any elective office
shall be filled by moving all existing officers, subordinate to the
vacant office, up in position of rank. The remaining vacancy shall be
filled by a replacement selected by the other officers from candidates
proposed by the Nominating Committee for the balance of the term. The
appointment shall be subject to approval by the Board of Directors.
Section 5. President. The President shall serve as chair of the
Board of Directors and the Executive Committee and shall preside at
the Annual Meeting of the Association. When necessary, the President
shall call special meetings of the Board of Directors or the Executive
Committee, coordinating with the Secretary to provide appropriate
notice. Unless otherwise provided in these Bylaws or provided by the
Board of Directors, the President shall appoint the chairs,
vice-chairs and members of all committees and task forces and serve as
a non-voting ex officio member of all committees and task forces. The
President shall serve as the principal spokesperson of the
Association. The President shall have, perform and discharge such
duties as the Board of Directors may prescribe.
Section 6. Vice President. The Vice President shall perform the
duties of the office of the President in the absence or indisposition
of the President. The Vice President shall have, perform and discharge
such other duties as the President or the Board of Directors may
prescribe.
Section 7. Secretary-Treasurer. The Secretary-Treasurer shall
be responsible for a complete roll of the names and addresses of the
members of the Association. The Secretary-Treasurer shall be
responsible for the taking and keeping of minutes accurately
reflecting the proceedings of the Board of Directors and the Annual
Meeting. The Secretary-Treasurer shall be responsible for all moneys
of the Association, collect all dues and assessments and shall have
the custody of the funds and other assets of the Association, subject
to the direction and control of the Board of Directors. The
Secretary-Treasurer shall be responsible for an accurate accounting of
all moneys received and disbursed. The Secretary-Treasurer shall serve
as chair of the Finance Committee. The Secretary-Treasurer shall
report to the Board of Directors at its regular meetings and to the
members at the Annual Meeting. The Secretary-Treasurer shall have,
perform and discharge such other duties as the President and the Board
of Directors may prescribe.
Article VII. Committees.
Section 1. Standing Committees. The Association shall have the
following Standing Committees:
• Bylaws Committee
• Finance Committee
• Nominating Committee.
Section 2. Bylaws Committee. The President shall appoint at
least three members in good standing, including a chair, to a Bylaws
Committee. The Bylaws Committee shall submit an annual report to the
membership. Such report shall confirm that these Bylaws are consistent
with the law, the ASA bylaws, and the Chapter Charter Agreement or
make recommendations to correct such inconsistencies. The annual
report also shall show clearly any proposed revision to the bylaws,
the committee’s recommendation on such revision, and the committee’s
rationale for the proposed revision. The committee report shall be
submitted to the membership in writing no fewer than thirty (30) days
prior to the Annual Meeting.
Section 3. Finance Committee. The President shall appoint at
least four members in good standing to a Finance Committee. The
Finance Committee shall be responsible for monitoring the financial
affairs and assuring the financial integrity of the Association.
Specifically, the Finance Committee shall be responsible for:
• preparing an annual operating budget and an annual capital budget
for approval by the Board of Directors;
• reviewing and recommending financial policies to the Board of
Directors;
• monitoring significant controls and corrections of reportable
conditions in a timely manner;
• recommending to the Board of Directors a certified public accountant
to annually review the financial documents of the Association; and
• recommending to the Board of Directors any other actions necessary
to assure the financial integrity of the Association.
The Secretary-Treasurer shall serve as the chair of the Finance
Committee.
Section 4. Nominating Committee. The President shall appoint at
least three members in good standing to a Nominating Committee. The
Nominating Committee shall be responsible for:
• preparing and submitting a report, including a slate of officers and
directors to be elected each year, to the membership at least thirty
(30) days prior to the Annual Meeting; and
• identifying and recommending candidates for vacancies in directors
and officers to the President and the Executive Committee.
This may include inviting recommendations for candidates from the
membership, and evaluating and interviewing prospective candidates.
The Immediate Past President shall serve as the chair of the
Nominating Committee. No more than one member of the Committee, in
addition to the Immediate Past President, may be a current member of
the Board of Directors.
Section 5. Special Committees and Task Forces. The President
may recommend and the Board of Directors may establish additional
committees and task forces to address the needs of the Association or
its members. Unless otherwise provided by the Board of Directors, the
President shall appoint the chair and vice chair(s) and then, in
consultation with that chair, members of such committees and task
forces. All committees and task forces so established shall be
reviewed annually by the Board of Directors.
Section 6. Procedures. Each committee or task force may adopt
rules and procedures for its own governance not inconsistent with
these bylaws or with rules adopted by the Board of Directors.
Article VIII. Meetings of Members.
Section 1. Annual Meeting. An Annual Meeting of the members of
the Association shall be held at least thirty (30) days prior to the
first day of July at such time and place as the Board of Directors
shall designate. The purpose of the Annual Meeting shall be to elect
officers and directors; consider and adopt bylaws amendments; review
financial documents; and consider any other business deemed necessary.
Section 2. Special Meeting. The Board of Directors or not less
than one-tenth of the members having voting rights may call a special
meeting of the members.
Section 3. Notice of Meetings. The Secretary-Treasurer shall
provide written notice of the place, day and time of any meetings of
the members to each member entitled to vote at such meeting, not less
than 10 nor more than 50 days prior to the date of such meeting.
Section 4. Quorum. Twenty (20) percent of the regular members
of the Association shall constitute a quorum at the Annual Meeting or
a Special Meeting of the Association.
Section 5. Voting. Each regular member in good standing is
entitled to one vote on matters placed before the membership for vote.
No proxies are allowed.
Section 6. Procedure. The meetings of the members of the
Association shall be conducted in accordance with the current edition
of Robert’s Rules of Order, except where modified by these Bylaws.
Article IX. Finances.
Section 1. Fiscal Year. The fiscal period of the Association
shall be July 1 through June 30.
Section 2. Budget. The Board of Directors shall adopt annual
operating and capital budgets prior to the next fiscal period.
Section 3. Review. The financial documents of the Association
shall be reviewed not less than annually by a certified public
accountant that shall be appointed by the Board of Directors and who
shall provide financial statements to the Board of Directors.
Article X. Staff.
Section 1. Executive Director. The Executive Committee may
employ an executive director whose terms and conditions of employment
shall be specified by the Executive Committee.
Section 2. Responsibilities. The Executive Director shall
perform and discharge all duties prescribed by the Executive Committee
and the Board of Directors. The Executive Director shall employ all
staff members and direct the activities of such staff. The Executive
Director shall be responsible to the Board of Directors and the
Executive Committee.
Article XI. Indemnification.
Section 1. Action Against Party Because of Association
Position. The Association shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending,
or completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or
in the right of the association), by reason of the fact that the
representative is or was a director, officer, employee, or agent of
the Association, against expenses (including attorney fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by the representative in connection with such
claim, action, suit or proceeding if the representative acted in good
faith and in a manner the representative reasonably believed to be in
or not opposed to the best interests of the Association, and with
respect to any criminal action or proceeding, had no reasonable cause
to believe the representative's conduct unlawful. The termination of
any claim, action, suit or plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act
in good faith and in a manner which the representative reasonably
believed to be in or not opposed to the best interests of the
Association and with respect to any criminal action or proceeding, had
reasonable cause to believe that the representative's conduct was
unlawful.
Section 2. Action By or in the Right of Association. The
Association shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
claim, action, or suit by or in the right of the Association to
procure a judgment in its favor by reason of the Association, against
expenses (including attorney fees) actually and reasonably incurred by
the representative in connection with the defense or settlement of
such claim, action, or suit if the representative acted in good faith
and in a manner the representative reasonably believed to be in or not
opposed to the best interests of the Association and except that no
indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of the
representative's duty to the Association unless and only to the extent
that the court in which such claim, action, or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the cases, such person is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 3. Authorization. Any indemnification under Sections 1
or 2 (unless ordered by a court) shall be made by the Association only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper
in the circumstances because the representative has met the applicable
standard of conduct set forth in Sections 1 or 2 of this Article. Such
determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit, or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested
directors so determined by independent legal counsel in a written
opinion, or (c) by the members of the Association.
Section 4. Advanced Reimbursement. Expenses incurred in
defending a civil or criminal action, suit, or proceeding may be paid
by the Association in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee, or agent to repay such amount unless it
shall ultimately be determined that the representative is entitled to
be indemnified by the Association as authorized in this Article.
Section 5. Indemnification Not Exclusive. The indemnification
provided by this Article shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any statute,
rule of law, provision or certificate of incorporation, bylaw,
agreement, vote of members or disinterested directors, or otherwise,
both as to action in the representative's official capacity and action
as to continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person. Where such
other provision provides broader rights of indemnification than these
bylaws, said other provision shall control.
Section 6. Insurance. The Association shall have power to
purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee, or agent of the Association, against
any liability asserted against that person and incurred that person in
any such capacity, or arising out of the representative's status as
such, whether or not the Association should have the power to
indemnify the representative against such liability under the
provisions of this Article.
Article XII: Dissolution
By two thirds (2/3) majority vote of the members voting, the
Association may be dissolved. In such event, the assets of the
Association shall be applied by the Board of Directors, or if not by
the Board of Directors, by an order of the proper court, after payment
of all obligations, to the American Subcontractors Association, Inc.
or to an organization whose purpose is as near as possible to the
purposes of this Association as stated in these bylaws. In no event
shall the assets of the Association be distributed to or inure to the
benefit of any member of the Association.
|
