CENTRAL CALIFORNIA BUILDERS EXCHANGE
(Revising Amended Bylaws dated November 4, 2011)
Name and Purpose
Section 1. The name of the corporation will be the Central California Builders Exchange (hereinafter “Exchange”).
Section 2. The specific purpose of the Exchange is to promote and advance the construction industry in the County of Fresno and other counties in the State of California.
The principal office will be in the City of Fresno, County of Fresno, State of California. The Exchange may also have offices at such other places both within and without the State, as the Board of Directors (“Board’) may from time to time determine or the business of the Exchange may require.
Section 1. Any firm, individual, association or corporation engaged or interested in the building and construction industry will, subject to the provisions of these Bylaws and to such regulations as may from time to time be established by the Board, be eligible for membership in this Exchange.
Section 2. There are three (3) classes of membership:
a. Regular memberships will be limited to individuals or entities holding active licenses issued by the California Contractors State License Board, or actively engaged as dealers or manufacturers of building products. Land surveyors and testing laboratories, whether individuals or companies, shall also qualify for Regular memberships. Regular members shall be entitled to vote on all matters requiring a vote of the membership, shall have access to on line plans and shall have access to the plan room on the exchange premises.
b. Associate memberships shall include any other individuals or entities providing specific products (other than building materials) or services to the construction industry (including but not limited to banks, savings and loans, attorneys, CPAs, accountants, real estate agents, insurance brokers and agents, inspectors, labor unions, engineers, architects, etc). Associate members shall not have access to on line plans or the plan room. Dues for Associate memberships shall be reduced by the amount the Board determines each year as the reasonable charge for access to on line plans and the plan room. However, an Associate member may have access to on line plans and the plan room upon payment of the annual charge for such access but shall remain an Associate member. Associate members shall be entitled to vote on all matters requiring a vote of the membership.
c. Honorary memberships may be conferred by the Board upon recommendation of any member of the Exchange, including any member of the Board, to recognize any person or entity who has made a significant contribution to the Exchange or to the construction industry. No dues or special assessments shall be payable by Honorary members and they shall have none of the rights of Regular or Associate memberships.
Section 3. Any person desiring to become a Regular or Associate member of the Exchange will file an application for membership and submit the applicable dues in advance. The Executive Director will present the application to the Board. In the event an application is rejected, the applicant will be given the opportunity to appear before the Board. If membership is not granted, the dues that were prepaid by the rejected applicant will be returned.
Section 4. Regular or Associate member dues shall be established annually by majority vote of the Board. All dues are payable in advance and billed monthly, quarterly or annually pursuant to the member’s discretion by the Executive Director. Increases in the amount of dues will require a minimum of thirty (30) days notice to the membership.
Section 5. Special assessments shall require approval by a two-thirds (2/3) vote of the Board. Special assessments are payable within thirty (30) days of mailing to the membership.
Section 6. All Regular or Associate members shall be liable for full payment of dues and/or assessments to the Exchange. Any member that is delinquent may be held responsible for the delinquent dues and/or assessments and the Exchange may proceed with the collection of said delinquencies by any proper and legal means. No dues, fees, or assessments will be refunded except as otherwise provided in these bylaws.
Section 7. The dues and assessments will be used to operate the Exchange and carry out the purposes of the Exchange.
Section 8. Termination. A membership shall be suspended or terminated by the Board whenever the Board determines in good faith that any of the following events have occurred: (a) resignation of the member on reasonable notice to the Exchange; (b) expiration of the period of membership unless the membership is renewed on the renewal terms fixed by the Board; (c)
failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; (d) participation of a member in any price fixing, collusion or any form of unfair competition or any other unlawful trade practice with any other member or anyone else; (e) violation of any provision of these Bylaws, the Articles of Incorporation of the Exchange or any rule or regulation adopted by the Board, as well as for violation of any of the policies adopted by the Board; and (f) occurrence of any other event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
Section 9. Discipline. A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to observe the Exchange’s rules of conduct as prescribed by the Board in these Bylaws or otherwise. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member’s opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.
The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.
Section 10. Member Liability. No member of the Exchange shall be personally or otherwise liable for any of the debts or obligations of the Exchange.
The fiscal year will begin January 1 and end December 31 of each calendar year.
The business and property of the Exchange will be conducted and controlled by the Board. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Exchange by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 1. Progressive Line. To encourage continuity and encourage the election of an experienced President, it is intended that the offices of President, First Vice President and Second Vice President be progressive. That is, that the person elected as Second Vice President shall be expected to run for and be elected as First Vice President the next year and in the same manner be elected as President the year following. There is no requirement that a person elected as Second Vice President one year be elected as First Vice President the next year and so forth. This is a statement of intent and an encouraged goal. It is not mandatory.
Section 2. Officers. The Officers of the Exchange shall consist of a President, First Vice President, Second Vice President, Secretary, Treasurer and Immediate Past President.
Section 3. Qualifications. An Officer must be a Regular or Associate member of the Exchange and a member of the Board who has served at least one year as a Director before becoming eligible to be elected as an Officer. No person may hold more than one office at the same time.
Section 4. Election and Term of Office. The Officers shall be elected by majority vote of the Directors at the first Directors meeting following the election of Directors. Each Officer shall hold office for a term of one (1) year.
Section 5. Recommendation. The Officers shall, no later than October 1st of each year, submit recommendations to the Board of individuals that Officers believe the Board should elect to Officer positions for the next year, as well as recommendations for the year thereafter. Recommendations shall be in writing.
Section 6. Vacancies. If a vacancy occurs among the offices for any reason, the Board may fill the unexpired portion of the term.
Powers and Duties of the Officers
Section 1. President – The President shall be the Chairman of the Board of the Exchange. He or she shall preside at all meetings of the members and of the Board. He or she shall be an ex officio member of all committees and shall have such other powers and duties as may be prescribed by the Board or the Bylaws. He or she will be a voting member of the Executive Committee. As Chairman of the Board, the President shall execute documents on behalf of the Board and of the Exchange except as otherwise provided in these Bylaws or as otherwise determined by the Board.
Section 2. First Vice President – The First Vice President will perform the duties of the President in case of his or her absence or inability to act and will be a member of the Executive Committee. The First Vice President shall have such other powers and perform such other duties as from time to time may be prescribed respectively by the Board or the Bylaws. The First Vice President shall be an ex officio member of all Committees.
Section 3. Second Vice President – The Second Vice President shall assist the First Vice President in the performance of his or her duties to the extent feasible and the Second Vice President will be a member of the Executive Committee. The Second Vice President shall have such other powers and perform such other duties as from time to time may be prescribed respectively by the Board or the Bylaws. The Second Vice President shall be an ex officio member of all Committees.
Section 4. Secretary – The Secretary will be a member of the Executive Committee and will have the following duties: The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the names of those present at membership meetings, and the proceedings thereof. The Secretary shall give or cause to be given notice of all the meetings of the members and of the Board required by the Bylaws or by law to be given; and he or she shall keep the seal of the corporation in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.
Section 5. Treasurer – The Treasurer will be a member of the Executive Committee, will be the chairperson of the Finance Committee, and will have the following duties: The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts and disbursements. The Treasurer shall, as chairperson of the Finance Committee cause the Finance Committee to review the corporation’s financial statements on a monthly basis. The books of account shall, at all reasonable times, be open to inspection by any Director. The Treasurer shall supervise the Executive Director in the following: deposit of all moneys and other valuables in the name and to the credit of the Exchange with such depositories as may be designated by the Board; disbursement of all the funds of the Exchange as may be ordered by the Board. The Treasurer will present to the Board at each meeting the financial condition of the Exchange. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
Section 6. Past President – The Immediate Past President, if he or she remains a member of the Board, shall be a member of the Executive Committee and will have such duties as may be prescribed by the Board or the Bylaws.
Section 7. Any one or more of the current Officers may be designated at a meeting of the Board as a signatory on financial transactions.
Section 8. Two signatures shall be required for all financial transactions. One of such signatures shall be by any one of the current designated Officers and the other shall be by the Executive Director unless the Executive Director is unavailable by reason of vacation, illness or any other cause or if the position of Executive Director is vacant whereupon the other signature shall be by any one of the other current designated Officers.
Board of Directors
Section 1. The authorized number of Directors of the Exchange shall be fifteen (15) including the six (6) Officers named in Article VI, until changed by an amendment to the Bylaws. A Director must be a Regular or Associate member of the Exchange, but no more than three (2) Directors may be Associate members.
Section 2. The terms of the Directors shall be staggered. Five (5) Directors shall be elected each year to serve for three (3) fiscal years. No Director may serve more than four (4) consecutive terms. If a Director serves four (4) consecutive terms, that Director is not eligible to be a Director, whether by election or by appointment, for a period of one (1) year following the end of that Director’s fourth consecutive term. Each Director shall hold office until the term of his or her successor begins. A Director shall automatically be removed as a Director if he or she misses three consecutive regularly scheduled monthly meetings or misses any six regularly scheduled monthly meetings during any twelve-month period. Any Director may be removed from the position by two-thirds (2/3) vote of the Board for any reason but only after such Director has had the opportunity of a hearing before the Board. If a vacancy occurs on the Board between the annual elections, the vacancy may be filled by the Board.
Section 3. Any Director may resign by submitting a written resignation at any meeting of the Board or by mailing, faxing or emailing the resignation to one of the Officers of the Exchange.
Section 4. A Director shall not serve on any Competing Organization’s Board, committee, group, or association, with out prior written approval of two-thirds (2/3) of the Exchange’s Board. Upon notice of such service, the Director shall be immediately suspended from participating on the Exchange’s Board and may be disqualified as a Director upon two-thirds (2/3) vote of the remaining Board. The term “Competing Organization” shall be determined on a case-by-case basis, at the sole discretion of the Board.
Powers and Duties of the Board of Directors
Section 1. To elect all Officers, appoint and remove the Executive Director, and to set the terms of employment of all employees.
Section 2. To accept or reject applications for membership.
Section 3. To conduct, manage and control the affairs and business of the Exchange including the purchase, sale and exchange of real and other property, to invest and reinvest the liquid assets of the Exchange in accordance with standards applicable to fiduciaries with investment responsibilities and authority.
Section 4. To determine the qualifications of and admit persons and entities to all classes of membership.
Section 5. To borrow money and incur indebtedness for the purposes of the Exchange and to cause to be executed and delivered in the corporate name, promissory notes and other evidences of debt.
Section 6.To levy, assess and collect dues or assessments from the membership.
Section 7. To review the financial statements of the corporation each fiscal quarter.
Section 8. To make or promulgate rules, regulations, or policies, or take any action that the Board, in their sole discretion, determines to be in the Exchange’s best interest, subject to the laws of the State of California.
Section 9. The Board may authorize the establishment of any committees.. The President shall ask if any members of the Board would like to volunteer for the committee and, additionally, the President may ask any individual Board members if they would be willing to serve. The President may also ask for volunteers from the membership at large. Each Director must serve on at least two (2) committees.
Section 1. The Executive Director will be appointed by the Board and will serve the Board under a mutually acceptable contractual agreement.
Section 2. The Executive Director will be one of the signatories on bank accounts.
Section 3. The Executive Director will be responsible for the day-to-day management of the Exchange. He or she will attend all meetings of the Board and the Executive Committee. He or she will provide for the collection of all monies due the Exchange and the depositing of monies in such banks or trust companies as may be approved by the Board. He or she will cooperate with all Officers of the Exchange and the chairmen of all committees to aid them in any way possible. He or she will have charge and supervision of the rooms and offices of the Exchange. He or she shall supervise, hire and fire all other employees of the Exchange.
Section 4. Upon termination of his or her duties as Executive Director, he or she will transfer all funds, checks, papers and other property of the Exchange in his or her possession to his or her successor or to the Executive Committee of the Board if no successor has been selected.
Section 1. By July 1st of each year, the Board will establish a Nominating Committee in the manner that is provided in Article IX, Section 8 of these Bylaws consisting of five (5) members of the Board in good standing. The Committee will appoint a Chair. The Committee will submit the nominations for Directors to the Board by August 15th and to the membership by September 15th. Additionally, a minimum of ten percent (10%) or more Regular and/or Associate members in good standing may nominate candidates for the Board by written petition signed by said members and having the written consent of the person or persons so nominated. Such nominations shall be filed with the Secretary of the Exchange no later than ten (10) days following the submission by the Committee of its nominations to the Board. The Secretary forthwith upon receipt of such petition shall post a notice on the Exchange’s bulletin board setting forth the name or names so nominated, with a statement of the manner in which such person or persons have been nominated. Notice of the meeting for the purpose of conducting the election of said Board members shall set forth such persons nominated, whether by the Committee or by such petition.
Section 2. At the time of nomination, or at any time thereafter until conclusion of the election process, any nominee, whether selected by the Committee or by the members, shall not serve on any Competing Organization’s Board, committee, group, or association. Such service shall result in the immediate disqualification of such nominee. If such service is determined after the conclusion of the election process and such nominee was elected to the Exchange’s Board, then Section 4 of Article VIII controls.
Section 3. Election of Directors shall be by electronic ballot. The Executive Director will prepare the ballot with the names of all nominees in alphabetical order. By September 15th the Executive Director will mail to all members in good standing an official ballot either by U.S. Postal Service or through electronic voting as long as the voter information can be verified to be a member in good standing. The voting will be concluded by 5:00 p.m. on the date established for the vote, which shall be thirty (30) days or, if a weekend or holiday, the next business day after the date of mailing.
Section 4. Immediately upon the expiration of the time fixed for the election, the Executive Director and an Officer designated by the President will count the ballots and report the results to the Board. In case of a tie vote, another ballot will be sent out within ten (10) days listing those finishing in the tie.
Section 1. There will be a regular Annual Meeting of the members of the Exchange during the month of November each year. Ten percent (10%) of the members in good standing, participating in person or by proxy shall constitute a quorum for the transaction of business matters. Members may vote in person or by proxy.
Section 2. Special meetings of the members of the Exchange may be called and held at any time by order of the Board. Ten percent (10%) of the members in good standing, participating in person or by proxy shall constitute a quorum for the transaction of business matters. Only matters set forth in the notice of special meeting may be considered at such meeting. Members may vote in person or by proxy.
Section 3. The President must, upon receipt of a written request of fifteen (15) or more members of the Exchange, call within ten (10) days after receipt of such request a special meeting of the members to consider any matters set forth in such written request. Ten percent (10%) of the members in good standing shall constitute a quorum for the transaction of business matters. Only matters set forth in the request for special meeting may be considered at such meeting. Members may vote in person or by proxy.
Meetings of the Board of Directors
Section 1. Meetings of the Board will be called by the President or by any three (3) Directors; notice will be given by mail, telephone, fax or email not less than five (5) days prior to the time fixed for the meeting. Regular meetings shall be held once a month or as determined by the Board in its discretion. A majority of the Board shall constitute a quorum for the transaction of any business matters. The Annual Meeting of the Board shall be conducted immediately prior to the Annual Meeting of Members. The Directors elected for the ensuing fiscal year shall be invited to attend.
Section 2. The place of any meeting of the Board shall be specified in the notice calling such meeting.
Section 3. Any action required or permitted to be taken by the Board under the Articles of Incorporation and Bylaws of the Exchange and under the California Corporations Code may be taken without a meeting of the Board of the corporation if all members of the Board shall, individually or collectively, consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Any certificate or other document filed under any provision of the California Corporations Code which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting, and that the bylaws of the Exchange authorize the Directors so to act.
The Board may amend these Bylaws at a meeting called for that purpose or at any regular meeting (for which notice is given that an amendment to Bylaws will be considered) if a quorum is present by a vote of a two-thirds (2/3) majority of those present.
Indemnification and Insurance
Section 1. The Exchange shall indemnify to the full extent authorized or permitted by the general corporation law of the State of California, as now in effect or as hereafter amended, any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigate, including an action by or in the right of the corporation) by reason of the fact that he/she is or was a Director, Officer, employee or agent of the Exchange or serves or served any other enterprise as such at the request of the Exchange. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article. The foregoing right of indemnification shall 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.
Section 2. The Exchange may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Exchange, or is or was serving at the request of the Exchange as a Director, Officer, employee or agent of another Exchange, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Exchange would have the power to indemnify him or her against such liability under the provisions of the general corporation law of the State of California without recourse to the fullest extent permitted by law.
The Exchange may be dissolved only by a two-thirds (2/3) vote of the Board convened in a special meeting, then ratified by a majority vote of the members present at a special meeting. Upon dissolution, payment of outstanding obligations, all remaining monies held in the Exchange, due to the Exchange, monies derived from the sale of the Exchange’s assets shall be distributed pursuant to the California Non Profit Corporation Law and consistent with Internal Revenue Code §501(c)(6) so none of such distribution may inure to the benefit of any private individual.
Except as otherwise provided in this document, all questions of order will be decided in accordance with Roberts Rule of Order Newly Revised, latest edition.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting Secretary of the CENTRAL CALIFORNIA BUILDERS EXCHANGE, a California corporation; and
(2) That the foregoing Bylaws, comprising of 11 pages, constitute the Amended Bylaws of said corporation duly adopted by its Board of Directors.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the corporation this 9th day of November, 2012.