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ARTICLE I ARTICLE II ARTICLE III
ARTICLE IV ARTICLE V ARTICLE VI
ARTICLE VII ARTICLE VIII ARTICLE IX


ARIZONA CHAPTER

ASSOCIATED GENERAL CONTRACTORS


BY-LAWS


ARTICLE I

Purpose

The principal objective of this Chapter shall at all times be the accomplishment of the purposes as set forth in its Articles of Incorporation:

  • To establish and maintain high professional standards among contractors and in the Construction Industry;
  • To encourage sound business methods tending toward continuing excellence of contractors generally in the business world;
  • To encourage efficiency among contractors;
  • To encourage those wishing to enter the construction industry by providing direct grants and supporting industry-sponsored training programs;
  • To support and encourage participation in education programs for members of the construction industry that further the purposes and objectives of the Chapter.
  • To encourage harmony and cooperation between contractors and their employees;
  • To oppose unfair practices;
  • To promote better relations between private owners, public bodies, their architects or engineers and contractors;
  • To advocate, foster and promote construction legislation which will ensure the sound development of our State;
  • To strive to insure to the public the benefits of doing public work by the competitive contract system;
  • To establish and maintain an organization representative of the Construction Industry, and by united action to more effectively further the interests both of the industry and of the members of this corporation;
  • To make membership in the Associated General Contractors of America a reasonable assurance to the public of the skill, integrity and responsibility of its members, by requiring that those admitted to membership shall have established an honorable reputation on these three fundamental points, and by making continuance of such membership in this Association depend upon the maintenance of such reputation, and upon fair dealings with members, with the public and with employees.

ARTICLE II

Membership

  1. Regular Members

    Sec. 1. Regular Members shall be contractors who shall be from time to time duly elected to membership by a majority of the Board of Directors. Only those contractors shall be entitled to membership who have been engaged in the contracting business for at least two years prior to making application for membership. New firms, or corporations, shall be entitled to membership only in the event at least one executive thereof shall have had at least two (2) years experience in the contracting business before becoming associated with the new firm or corporation. A contractor is hereby defined as any individual, firm, or other entity, which, under contract with another party, undertakes to execute construction work in its entirety, at least partly with its own forces.

    Sec. 2. Each regular member shall be entitled to one (1) vote in the affairs of the Chapter except as described in II, A. Sec. 3(a). A firm, corporation or other entity shall be treated as a single member for the purpose of voting and shall appoint a representative to cast its vote; but any executive or member of such firm, corporation or entity may be elected to office in the Chapter.

    Sec. 3. A regular member may, on a voluntary basis, authorize the Chapter as its collective bargaining agent with the labor organizations with whom the Chapter bargains. Such authorization shall be made on a form supplied by the Chapter, and in accordance with the following:

    1. Only bargaining unit members, or their duly authorized agent, shall be permitted to vote on ratification of labor agreements. A simple majority of bargaining unit members present at a ratification meeting is necessary to approve laboagreements.
    2. Except as provides in II, A. Sec. 3(c) below, any member who withholds or withdraws authorization from the Chapter for labor representation prior to the commencement of negotiations shall:
      1. be precluded from reinstituting such authorization for the duration of any labor agreement which may be subsequently negotiated; and
      2. be ineligible for representation by the Chapter on labor relations activities.
      3. Such member may receive assistance in grievance/arbitration matters and collective bargaining issues with the approval of the Board of Directors.
    3. A member who withholds or withdraws representation authorization at any time, with the stated intent of terminating the labor agreement and bargaining independently, may reinstitute representation authorization to the Chapter only upon approval of the Chapter's Board of Directors after demonstrating that:
      1. a good-faith effort was made to bargain independently of the Chapter bargaining unit, and if a strike occurred in the industry that such member did not cause irreparable injury to the bargaining unit members of the Chapter; and
      2. that such independent negotiations did not result in the consummation of an agreement with the union.
    4. Notwithstanding the foregoing provisions, a member who has withheld or withdrawn representation authorization prior to the commencement of negotiations shall be allowed to reinstitute such representation authorization without restriction if that action is taken in writing and received by the Chapter prior to the expiration date of the old agreement or the date of a new agreement, whichever date comes first.
    5. In any case, a member who has not assigned bargaining rights to the Chapter because their employees were not represented by any of their labor organizations with whom the Chapter negotiates, may, at their option, assign their bargaining rights to the Chapter if the status of those employees changes.
    6. The Chapter shall not be liable for any legal fees or other direct costs or expenses incurred by the bargaining unit as the bargaining unit and the members of the bargaining unit shall be jointly and severally liable for such fees or direct costs. The members of the bargaining unit shall not be separately responsible for any portion of the fixed expenses of the Chapter including but not limited to overhead, general and administrative or compensation of employees of the Chapter pursuant to this provision.

  2. Affiliate Members

    Sec. 1. The designation "Affiliate Member" may be conferred by a majority of the Board of Directors at a regular or special meeting of the Board of Directors upon any individual, firm, corporation or other entity which does not qualify as a regular member but which is actively engaged in a business directly affecting and related to the construction industry. Affiliate members will not be entitled to vote at Chapter meetings but shall be subject to all the applicable rules and regulations of the By-Laws and Articles of Incorporation of this Chapter.

    Sec. 2. Affiliate members shall be encouraged to organize themselves in appropriate groups for the advancement of the purposes of this Chapter, and shall be assisted in activities not inconsistent with these By-Laws.


ARTICLE III

Dues and Assessments


Sec. 1. The Board of Directors shall establish Chapter dues for all members. The Board of Directors may classify members according to the size of the member, the nature of the member's work or on any other basis that is in the Chapter's best interest as the Board of Directors may determine. Continuing Regular Members shall provide the Chapter with volume information each November to establish a dues category for the following calendar year. New members shall be eligible for prorata partial dues amounts calculated using the percentage of the calendar year remaining when application is made for membership. The minimum allowable prorata annual amount shall be $500.00. The Board of Directors may not change the Chapter's dues structure more than once a year.

Sec. 2. The Board of Directors shall mail to all members any change in the dues structure of the Chapter not less than thirty (30) days before the change in dues structure becomes effective. Any change in the dues structure of the Chapter shall be effective thirty (30) days after the notice of such change is mailed to the members unless before the expiration of the thirty (30) days, twenty percent (20%) of the members advise the Board of Directors in a signed statement that they object to the changed dues structure adopted by the Board of Directors. If the Board of Directors receives such a signed statement, it may: 1) withdraw the changed dues structure in which case the immediately preceding dues structure shall remain in place; or 2) call a special meeting of the members for the purpose of voting on the changed dues structure in accordance with Article VII.

Sec. 3. The Board of Directors may from time to time adopt such rules and regulation as it deems appropriate for the levy of special assessments in respect of construction work, as herein above defined, performed by Chapter members outside the State of Arizona; and may likewise authorize the President to contract with members of other chapters, or non-members, for the rendering of Chapter services or functions in connection with any construction work in the State of Arizona and to fix the Chapter's compensation therefore. In all such instances the objective shall be uniformity in the rendition of Chapter services and the fixation of compensation therefore.

ARTICLE IV

Termination of Membership


  1. Removal

    Sec. 1. A regular or affiliate member of the chapter may be expelled from membership by a two-thirds vote of the Board of Directors for any of the following reasons:

    1. Delinquency in payment of dues or assessments;
    2. Any improper practices or conduct injurious to the interests of the Chapter;
    3. Any other violation of the By-Laws or Articles of Incorporation.

    Sec. 2. Before any member shall be expelled for any of the above reasons (except non-payment of dues) there must be filed with the Board of Directors a written complaint signed by at least three (3) regular members who are not members of the Board of Directors. The Board shall then set a hearing date at which the accused member shall be invited to be present, together with witnesses, if desired, for a full hearing of the complaint. After the hearing, the Board of Directors shall, in executive session, vote on the complaint and the accused member can only be expelled by a two-thirds majority vote of the entire Board membership.

    Sec. 3. The Board of Directors may, in individual cases of hardship, extend the time for expulsion of a member for non-payment of dues or assessments.

  2. Reinstatement

    A regular or affiliate member expelled as above provided may, within six (6) months of date of expulsion, re-apply for membership in the Chapter. Should the Board of Directors decide that extenuating circumstances and subsequent events justify the action, the expelled member may, upon two-thirds vote of the entire Board, be reinstated to membership.

  3. Resignations

    A regular member may withdraw from membership in the Chapter by submitting to the Board of Directors written notice of his intention to resign. If after the expiration of 30 days, all dues and assessments are paid in full for all work contracted and assessed while a regular or associate member, his resignation shall be accepted by the Board of Directors. An affiliate member may resign at any time, provided current annual dues are paid in full.

ARTICLE V

Management and Staff


  1. Officers and Directors

    The Board of Directors shall oversee the business affairs of the Chapter. The Board of Directors shall consist of not more than (18) members (excluding Lifetime Directors) of which (12) will be elected and two (2) will be appointed from the Affiliate membership for a one year term. The Directors shall be elected for a term of three (3) years; not to exceed four (4) consecutive three (3) year terms. The Board of Directors will include a Chairman, First Vice Chairman and Second Vice Chairman all of whom shall be regular members of the Chapter, and a Treasurer who may be a regular or affiliate member. The Board of Directors shall also appoint and cause the Chapter to employ a President and set his salary.

  2. Duties of Officers and Directors

    Sec. 1. The Chairman of the Board of Directors (also known as "Chairman") shall be the chief executive officer of the Chapter and shall see that the Articles of Incorporation and By-Laws are observed and enforced. He shall preside at all meetings of the membership and the Board of Directors, appoint all committees, and perform all other duties incident to his office.

    Sec. 2. The First Vice Chairman and Second Vice Chairman shall assist the Chairman in the discharge of his duties. The First Vice Chairman shall perform all the duties of the Chairman of the Board in the Chairman of the Board's absence.

    Sec. 3. The Treasurer will keep informed of the financial condition of the Association and report thereon to the Board of Directors and to the Membership. He will assist in the preparation of the budget and will periodically verify the accuracy of the Association's financial statements. The Treasurer will advise with respect to the investment of any surplus funds and will assist the Chairman of the Board in the discharge of his duties as he may request. The Treasurer need not be a member of the Board of Directors but must be a regular or affiliate member of the Association.

    Sec. 4. The Secretary will maintain the books and records of the Association. The Secretary will prepare and maintain minutes of all meetings of the Board of Directors and the Membership of the Association. The Secretary need not be a member of the Board of Directors and will be elected by a majority vote of the Board of Directors.

    Sec. 5. The President shall have supervision of the management and operations of the Chapter. He shall fulfill the obligations set forth in these By-Laws.

    Sec. 6. The President of the Chapter shall be the chief operating officer of the Chapter and shall be responsible for managing the day to day affairs of the Chapter. He shall report to the Board of Directors. He shall have the authority on behalf of the Chapter to employ such individuals as may be necessary or appropriate to effect the policies of the Board of Directors.

  3. Chapter Funds

    Disbursements from the Chapter's bank accounts shall be by signature of any two (2) of the President, Treasurer, the Chairman of the Board, First Vice Chairman and Second Vice Chairman. The accounts of the Chapter shall be audited annually by a certified public accountant.

  4. National Directors

    To maintain continuity with the national Associated General Contractors, regular members who are National Directors will be advised of meetings of the Board of Directors and will be welcome to attend such meetings. They will not be voting members of the Board (unless serving as an elected member of the Board).

  5. Legal

    The Board of Directors shall have the authority to seek legal help to advise the Board on matters of law in connection with affairs of the Chapter, and to retain an attorney on an annual basis if they feel it advisable and to the best interest of the Chapter.

  6. Lifetime Directors

    Sec. 1. Upon the completion of the term of office of the Chairman of the Board, such individual will cease to be an elected member of the Board of Directors and will become a Lifetime Director. A Lifetime Director will be entitled to attend all meetings of the Board of Directors and vote as a Director on all matters properly before the Board of Directors subject to the limitations of this provision. An individual will retain his position as a Lifetime Director for so long as he is employed by a member.

    Sec. 2. In the event that a Lifetime Director and a currently elected Director are both employed by the same member and both attend a meeting of the Board of Directors, then only the currently elected Director shall be entitled to vote at such meeting of the Board of Directors.

ARTICLE VI

Elections


  1. Nominations

    A nominating committee of five (5) regular members consisting of the Chairman of the Board, First Vice Chairman and three (3) most available past presidents, (known as Chairman of the Board on and after January 12, 2001) will meet not less than thirty (30) days prior to the end of each calendar year for the purpose of designating suitable nominees to fill the vacancies on the Board of Directors for the next year.

    Sec. 2. The Nominating Committee shall elect its own chairman and shall hold at least one official meeting at which time interested regular members may appear on behalf of candidates for Director.

    Sec. 3. The Nominating Committee will select from the regular membership nominees for available openings on the Board of Directors, and will present these selections to the Board of Directors for approval. The nominees will be submitted to the members at the annual meeting for election in accordance with this Article. Space will be made available on the ballot for write-in candidates.

  2. Elections

    Sec. 1. At the annual meeting and at the call of the Chairman of the Board , the chairman of the nominating committee shall nominate the members selected by his committee for the office of director. Additional nominations may also be made from the floor by any regular member present.

    Sec. 2. At the conclusion of the nominations, the Chairman of the Board shall call for a written ballot and appoint a teller committee of three regular members to count the ballots and report the results.

    Sec. 3. The teller committee shall disqualify any ballots which do not include votes for the total number of vacancies on the board, or which may otherwise be invalid.

    Sec. 4. In the event of any tie vote, an additional ballot or ballots shall be called for by the Chairman of the Board.

  3. Vacancies

    Should any vacancy occur in any office or in the Board of Directors between annual meetings, such vacancy shall be filled by a member appointed by a majority vote of the Board of Directors to serve until the next annual meeting, or special meeting called for that purpose.

ARTICLE VII

Meetings


  1. Membership Meetings

    Sec. 1. Annual Meeting. The Chapter shall hold its regular annual membership meeting on the second Friday in January of each year. If for any reason it is impractical to hold the annual meeting on this day, the Board of Directors, may by majority vote, change the day of the meeting by giving written notice to the membership, but in any event the annual meeting shall be held before the end of January of each year. The annual meeting shall be for the election of directors, and all other regular Chapter business. A written notice of the date, time and place of the annual meeting shall be mailed to all regular members at least five (5) days prior to the meeting.

    Sec. 2. Additional Meetings. Special membership meetings may be called at any time by the Chairman of the Board, with approval of the Board, or by five (5) regular members submitting a written request to the Board. Notice of all membership meetings must be mailed to all regular members at least five (5) days prior to the meeting, giving date, time, place and purpose of the meeting. The only business to be transacted at special meetings shall be the matters covered by the notice to members.

    Sec. 3. Quorum. At the regular or special meetings of the membership, a quorum shall consist of not less than 25% of the regular membership.

    Sec. 4. Proxies. Regular members of the Chapter may vote by proxy at any regular or special meeting. Proxies may not be used for the election of directors. The proxies must be in writing, signed by the absent member and shall be used only for the particular meeting specified by the proxy.

  2. Board of Directors Meetings

    Sec. 1. Organizational Meetings. Immediately following the annual election of directors the Board of Directors shall hold its first meting for organizational purposes. At this meeting they shall elect a Chairman of the Board, First Vice Chairman, Second Vice Chairman, Secretary and a Treasurer for a term of one (1) year.

    Sec. 2. Additional Meetings. The Board of Directors shall hold regular meetings at a date and time selected by the Chairman of the Board and shall hold such other special meetings at may be necessary in the opinion of the Chairman of the Board to properly conduct the affairs of the Chapter.

    Sec. 3. Prior to all Board meetings (except emergency meetings) the President shall notify all regular members of the time and place of each meeting, so that members may avail themselves of the opportunity to suggest items for action of the Board or to appear before the Board in person if they so desire.

    Sec. 4. Quorum. At all meetings of the Board of Directors a quorum shall consist of seven voting members of the Board of Directors.

  3. Rules of Order

    The rules of order for the conduct of all meetings of the membership, the Board of Directors and all committees shall be as nearly as possible the parliamentary forms set down in the current edition of "Robert's Rules of Order."

ARTICLE VIII

Amendments to By-Laws



These By-Laws may be amended by a majority vote of all regular members present at a regular or special meeting of the membership. Written notice of any proposed changes in the By-Laws, stating the changed amendment in full, must first be approved by the Board of Directors by a majority vote and then a copy must be mailed to each regular member of the Chapter at least ten (10) days prior to the date of the meeting at which the proposed changes are to be acted upon.

ARTICLE IX

Miscellaneous Provisions


  1. Annual Budget

    A proposed budget for the operation of the Chapter shall be prepared annually by the President and the Treasurer. A draft of the proposed budget for the next year shall be submitted to the Board for its consideration at least thirty (30) days before the next annual meeting. The Board of Directors shall go over the budget in detail making any corrections deemed advisable so that a final budget may be prepared for the Treasurer to submit to the membership at the annual meeting. Before the budget is approved by the Board it shall hold at least one (1) meeting for regular members to appear personally and make recommendations concerning the budget for Board action. Written notice of the time and place of this meeting shall be sent to all regular members at least five (5) days prior to the meeting. Before adoption, the budget must have the approval of a majority of regular members in attendance at such annual meeting. After adoption of the budget, the Board of Directors and the President shall make every attempt to conduct the financial affairs of the Chapter within the limits of the budget.

  2. Affiliations

    The Chapter may affiliate with other organizations for the purpose of promoting the welfare of the construction industry, including but not limited to labor negotiations, legislation, public relations, safety and accident prevention, contracts and specifications and any other services that tend to increase the prestige and usefulness of the Chapter. Committees to represent the Chapter in affiliation with any other organization shall be appointed by the Chairman of the Board with the approval of the Board. The Chairman of the Board shall in each case name the chairman of all committees and, if convenient, one member of the Board of Directors should serve on each committee.

  3. Special Activities

    In the event certain members form a group, or groups, for special promotional or other purposes involving Chapter personnel, office space or collection and disbursement of funds, it shall be the duty of the President and the Board of Directors to see that all costs of such activities are paid for entirely by the promotional group, and that Chapter funds do not become involved in any way with these special accounts.

  4. Emblem

    Only Regular Members in good standing may use the "Associated General Contractors of America, Inc." emblem or name on the stationery, equipment, signs, etc. Only Affiliate Members in good standing may use the emblem designed for such members by the Arizona Chapter, Associated General Contractors of America, Inc.