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Association By-Laws
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Revised – April 26, 2014
ARTICLE I-NAME Section 1. Name
The name of this organization shall be the North Carolina Masonry Contractors Association (NCMCA,) a non-profit corporation incorporated in the State of North Carolina.
Section 2. Territorial Limit
TheAssociation shall establish territorial limits.
Section 3. Principal office
The principal office of theAssociation shall be in Wake County, North Carolina or such other locations within the State of North Carolina as the Board of Directors may select.
ARTICLE II-PURPOSES
The purposes of the North Carolina Masonry Contractors are: • To promote and encourage efficiency in the art of masonry construction, and to generally encourage and aid in the education of apprentices in our industry, and to generally encourage the movement to build with masonry products and complimentary materials. • To promote the general welfare of its members by the collection and distribution of reliable and useful informa- tion to its members, thus affording and providing means for the intelligent consideration and action in matters pertaining to our employees. To facilitate and improve the method of the handling of materials necessary in our industry and to provide the best and most satisfactory methods for the submission of bids and the execution of building contracts, to the end that our industry be surrounded with proper safeguards for the protection of life, limb and property. • To promote and encourage greater cooperation between employers and employees, undertaking to foster the human feeling between employers and employees that should properly exist. • To promote and encourage the principles of justice and equity in all dealings between employers and employees, general contractors, architects, engineers, material dealers, the general public and all others. • To promote, encourage, and advocate needed and helpful legislation for our industry and for the general good of all. • To counsel, advise, encourage and secure honorable dealings in the performance and execution of contracts. • To promote and encourage the formulation, adoption and establishment of such customs of business as will be just, equitable and honorable. • To in every way, manner and form promote and encourage the best interests of thisAssociation of the establish ment of a strong and sympathetic bond of friendship among the members thereof, thereby securing unity of action and effort in the accomplishment of a common purpose. • To assist in the uplift and elevation of the standards of our trade, and to encourage our members and employees a better standard of life and living. • To cooperate in every honorable and legal way with allied organizations and associations and individuals, firms and corporations in different lines of our business for the general good of our industry. • To secure aid in the correction and reformation of any wrongs affecting the general interest of the masonry industry. • To encourage the obeyance of the spirit and the letter of all laws and ordinances made by our Federal, State and Municipal government for the regulation, control and conduct of building operations. • No action will be taken by thisAssociation or the members hereof which in any form or manner would or might be construed as a participation in or encouragement of any illegal arrangements or combination for the control of labor, or the restriction thereof, or any arrangements or combination for the fixing of prices or the restriction of competition.
ARTICLE III-MEMBERSHIP
Section 1. Classes of Membership
(a) Regular voting membership in this organization shall be limited to any responsible individual representing a firm or corporation regularly engaged in the business of masonry contracting and lawfully employing skilled mechanics of the trade and a member of a local chapter. All members shall agree to comply with theAssociation’s Code of Ethics. (b) Associate- Material, service, and equipment suppliers may be eligible for associate membership. (c) Special Membership Categories- The Board of Directors may bestow and/or designate special categories of membership as deemed appropriate (i.e. Life Member, Honorary Member, Member Emeritus, Courtesy Membership, etc.) Nomination for special Membership can be made by local NCMCAchapters or by the Board of Directors for approval by the Board of Directors. The Board of Directors shall determine and administer the conditions of all
special memberships, including setting and collecting fees for such membership. (d) Fees for Special Membership shall be determined by the Board of Directors in accordance withArticle V, Section 1 of the bylaws).
Section 2. Authority
The Board of Directors may establish policies to further clarify who is eligible for membership.
Section 3. Rights and Privileges of Membership
The right to vote in theAssociation is limited to regular masonry contractor members and any past state president who is a member in good standing. The right to hold office on the State level is limited to regular masonry contrac- tor members only. All members shall be entitled to such other rights and privileges ofAssociation membership as may be determined by the Board of Directors or the Executive Committee. “Special Members” are prohibited from holding office in the StateAssociation and from holding the chapter offices of president or vice-president.
Section 4. Chapter Membership
(a) Chapter membership shall be the same criteria as State membership with the exception of Special Membership, which shall only be designated by the Board of Directors. (b) Alocal chapter shall consist of a minimum of three masonry contractors firms. (c) Each chapter shall have representation on the State Board of Directors as voting delegates. These delegates will be the President and Vice President of the Chapter. (d) Chapters may not allow memberships unless firm is also a member of the StateAssociation.
Section 5. Removal
Members may be expelled for non-payment of dues and violation of the By-laws or any lawful rule or practice duly adopted by theAssociation, or any other conduct prejudicial to the interests of theAssociation. Removal for cause shall occur only after the member complained against has been advised in writing of the complaint lodged against him and has been given a reasonable opportunity for defense. If the member is removed, he may appeal the decision of the Board at theAnnual Business Meeting providing that notice of intent to appeal is provided to the President at least (10) ten days in advance of the meeting.
ARTICLE IV - FISCAL YEAR Section 1. Fiscal year
The fiscal year of theAssociation shall begin on January 1 and end on December 31.
ARTICLE V - DUES Section 1. Amount of Dues
The annual dues of theAssociation shall be determined by the Board of Directors at least (30) days prior to the beginning of the fiscal year.
Section 2. When Payable
Notice ofAnnualAssociation dues shall be given to the membership at least (14) days prior to the beginning of the fiscal year.Annual dues are payable on or before the anniversary date of original membership.Chapter dues are due and payable the same as State dues unless chapter officers make other rules applicable only to their respective chapter.
Section 3. Cancellation
Amember who does not pay State dues within (90) days after that member’s anniversary date shall automatically be dropped from theAssociation, provided notification of arrears has been made as herein provided.
ARTICLE VI - MEETINGS
Section 1. Annual Meeting
TheAnnual Business Meeting of theAssociation shall be held during theAnnual Convention. (Time and place of the convention shall be determined by the Board of Directors) unless otherwise ordered by the Board of Directors for the purpose of election of officers and other business pertinent to the annual administration of theAssociation. Noticeofsuchmeetingshallbemailedtothelastrecordedaddressofeachmemberatleast(10)tendayspriortothe meeting.
Section 2. Special Meetings
SpecialAssociation meetings may be called by the President or the Board of Directors or shall be called by the President upon written request of at least (12) twelve Regular members. Notice of the special meeting shall be mailed to each chapter officer and Board of Directors member at the last recorded address at least (5) five days in advance with a statement of time and place and information as to the subject or subjects to be considered.
Section 3. Quorum
Amajority of the voting delegates present at a meeting will constitute a quorum.
Section 4. Order of Business
The order of business shall be:
1. Call to order 2. Reading of the minutes 3. Reports of Chapter representatives 4. Reports of Standing Committees 5. Reports of other Committees 6. Report of the Treasurer 7. Old Business 8. New Business 9. Good of theAssociation 10. Adjournment
Section 5. Parliamentary Authority
Roberts Rules of Order, latest edition, shall govern deliberations of the association on all points not provided for in the Bylaws.
ARTICLE VII - ANNUAL ELECTION Section 1. Titles and Terms
At the annual meeting the following will be elected: officers:APresident,APresident Elect,ASecretary-Treasurer and (3) three regional Vice-Presidents shall begin a term customarily of two (2) years upon election and shall serve until the followingAnnual Meeting or until their successors are elected or they are reelected to another term in office. The President Elect shall automatically succeed to the Presidency unless he should resign from office.
Section 2. Nominations
(a) Candidates-All candidates shall be regular masonry contractor members in good standing. (b) Nominating process-All nominations shall be made by the nominating committee or from the floor during the Annual Business Meeting. The Nominating Committee shall notify the membership, in writing of its choices, not less than (15) days before the annual business meeting.
Section 3. Election
In the event there are no nominations from the floor during theAnnual Meeting, the presiding officer shall cast a unanimous ballot for the candidates of the nominating committee.
ARTICLE VIII - EXECUTIVE DIRECTOR / EXECUTIVE VICE PRESIDENT
The Board of Directors may employ staff, or may contract with an association management firm to provide assis- tance. The chief staff officer shall be known as the Executive Director, or by action of the Board of Directors, shall be appointed Executive Vice President of theAssociation. The title of Executive Vice President shall make the Executive Vice President a voting member of theAssociation’s Board of Directors.
ARTICLE IX - BOARD OF DIRECTORS Section 1. Composition
The Board of directors shall consist of the President, the immediate Past President (Chairman of the Board), The President Elect, the Secretary-Treasurer, (3) Three regional Vice Presidents, representing the East, West and Central regions, and the Presidents and Vice-Presidents from each chapter. The Executive Director shall be an exofficio, non-voting member of the board. An executive director of theAssociation whom the board has made an Executive Vice President of theAssociation shall be a voting member of the board. The board, for any duly called meeting, shall also include as many as, but no more than, (5) five past state presidents of theAssociation who do not other wise hold positions on the board. Voting and board participation for the five past presidents shall be limited to past presidents actually in personal attendance at any givin meeting. In the event that more than five past presidents, not otherwise holding positions on the board, are in attendance, only the five most recently serving past presidents shall participate as voting members of the board. Past presidents may not assign or delegate their voting privilege (as described above) to other past presidents in attendance at board meetings.
Section 2. Voting
All members of the Board of Directors, except the Executive Director (unless serving as Executive Vice President) plus as many as five (5) past state presidents not otherwise holding positions on the board, present and constituting a quorum, shall have the right to vote on all matters provided they otherwise meet the voting requirementsofArticle III, Section 3. However, the President may cast a vote only in the case of a tie. Majority decision will prevail unless otherwise directed by these Bylaws. Voting rights of a member of the Board of Directors may not be delegated to another nor exercised by proxy.
Section 3. Voting by Mail
Action taken by a mail ballot by the members of the Board of Directors, in which at least a majority of such Direc- torsindicatethemselvesinagreement,shallconstituteavalidactionbytheBoardiftheactionisreportedatthenext regularly scheduled meeting of the Board. Past-State Presidents, not otherwise holding positions on the board, shall
not participate in votes taken by mail or by any means other than duly called Board of Directors meetings with board members in personal attendance. Section 4. Authority The Board of Directors shall supervise, control and direct the affairs of theAssociation, shall determine its policies or changes therein within the limits of these Bylaws, shall actively pursue its purposes and shall, at its discretion, determine the disbursement of its funds. It may adopt rules and regulations for the conduct of its business and may, in the execution of the powers granted, appoint such agents or employees as it may consider necessary.
Section 5. Meetings
The Board of Directors shall meet upon the call of the President at such time and place as may be designated and shall be called to meet upon the demand of a majority of its members. Notice of all meetings shall be given to each member of the Board of Directors in advance.
Section 6. Quorum
Amajority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors. Any fewer members may recess until a quorum is present.
Section 7. Absence
Any member of the Board of Directors, who fails to attend its meetings, may at the request of the President, be asked to explain absences in writing. The remaining members of the Board of Directors shall consider whether absences are excusable and, if not, shall notify the affected board member in writing accordingly. Prior to a final decision of the Board regarding the removal of a board member for unexcused absences from the Board meetings, the affected board member shall be given an opportunity to defend his absences, in person, at the next regularly scheduled Board of Directors Meeting.
Section 8. Vacancies
In the event in the vacancy of the office of the President, the President Elect shall become President. All other vacancies shall be filled by the Board.
ARTICLE X - DUTIES OF OFFICERS Section 1. President
The President shall preside at all regular, special and annual meetings of theAssociation and at all meetings of the Board of Directors, and shall at all times direct the affairs of theAssociation. The President shall appoint and may appoint members of all committees, with the exception of the nominating committee, the procedure for which is stipulated inArticle XI, Section 2. The President shall be an ex-officio voting member of all committees, except the nominatingcommittee. ThePresidentshallperformothersuchdutiesasareincidenttotheofficeofthePresidentor as may be prescribed by the Board of Directors.
Section 2. President Elect
The President Elect shall preside at meetings of the membership and the Board of Directors in the absence of the President. The President Elect shall also direct the affairs of theAssociation should the President become incapaci- tated during his term of office for a period in excess of (30) thirty days, for as long a period as is required due to the President’s incapacitation. The President Elect shall serve as overall Chairman of the NCMCAApprenticeship Contests and masonry training.
Section 3. Secretary-Treasurer
The Secretary-Treasurer shall oversee theAssociation’s funds and records; the collection of membership dues and/ or assessments. It will be his responsibility to assist Executive staff in establishing the proper accounting proce- dures for the handling of theAssociation’s funds. He shall report on the financial condition of theAssociation at all meetings of the Board of Directors, at annual meetings and at all times as called upon by the President The Secre- tary-Treasurer shall be responsible for all checks issued by theAssociation. The Board of Directors may designate theAssociation Executive Director/Executive Vice President the authority to sign checks for theAssociation with the exception of checks made out to the order of the Executive Director/Executive Vice President or members of that person’s family, including, but not limited to salary or reimbursement payments. The Secretary-Treasurer of theAssociation must sign said checks. He shall oversee the proper recording of proceeding of the minutes of the Association and the Board of Directors and ensure that accurate records are kept of all members. The Secretary- Treasurer shall serve as Chairman of the Budget Committee.
Section 4. Chairman of the Board
The Chairman of the Board will work closely with the President to ensure that programs and projects started during his tenure are carried forth in a timely manner. He shall assist the President in all areas, especially in the areas of communications with the various chapters and their elected officers. The Chairman of the Board shall serve as Chairman for Special Project and Program Committee, with the consent of the President and shall serve as the representative of NCMCAat Regional and National meetings. He will also serve as the liaison for better relations and communications with other masonry relatedAssociations, both State and National.
Section 5. Regional Vice Presidents
Three (3) Regional Vice Presidents shall serve in any capacity at the request of the President. They shall assist the President and Chairman of the Board by visiting all chapters in their respective geographical region on a regular basis and report back to the President and the Board of Directors. They shall be responsible for coordinating all masonry skills contests and masonry training in their respective geographical regions under the leadership of the President Elect, who will serve as Chairman ofApprenticeship.
ARTICLE XI - COMMITTEES Section 1. Standing and Ad Hoc Committees
The President shall appoint the Chairman and the members of theAssociation’s standing andAd Hoc Committees, subject to the provisions ofArticle X-Section 1.
Section 2. Standing Committees
The standing Committees of NCMCAshall be as follows: (a) Legislative & Licensing (b) Apprenticeship Training-Chaired by the President Elect (c) Membership (d) National, Regional and State liaison, Chaired by the Chairman of the Board (e) Budget-Chaired by the Secretary-Treasurer (f) Masonry/ArchitectAward Program (g) Convention
Section 3. Nominating Committee
The Nominating Committee Chairman will be the Chairman of the Board. At least (60) sixty days prior to the annual business meeting, the Chairman shall appoint at least (3) three additional members to serve with the Chair- man of the Board, these masonry contractor members shall have been regular members of theAssociation for at least (3) three years. Names of nominating committee and the recommendations of the candidates for nominations shall be announced to the membership at least (30) days prior to the annual business meeting and again orally, at the annual business meeting.
Section 4. Other Committees
The President may appoint other Committees he deems necessary to conduct the business and fulfill the purposes of theAssociation.
ARTICLE XII - AMENDMENTS
These Bylaws may be amended, repealed, or altered in whole or in part by two-thirds votes of those present at any duly organized meeting of theAssociation, provided that a copy of any amendment proposed for consideration shall have been mailed to the last recorded address of each member at least (30) thirty days prior to the date of the meeting.
ARTICLE XIII - DISSOLUTION
TheAssociation shall use it’s funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure to the benefit of or be distributed to the members of theAssociation. On dissolu tion of theAssociation, any remaining funds shall be distributed to one or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations selected by the Board of Directors.
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