AMERICAN SUBCONTRACTORS
ASSOCIATION
SAN ANTONIO CHAPTER
BYLAWS
ARTICLE I- Name
1.01 The organization is chartered by the State of Texas as a Non-Profit Corporation known as the American Subcontractors Association, San Antonio Chapter.
1.02 The principal office of the Association and the office of its Registered Agent shall be the business office of its Executive Director, or such office as the Board of Directors may determine.
ARTICLE II- Purposes and Objectives
2.01 The purposes for which the Association is organized are:
a. To foster a high degree of unity, respect, cooperation, responsibility, good will, and professional behavior and conduct among the membership;
b. To enhance the professional and business relationship between the members and others in the construction industry, owners and general public;
c. To seek improved business conditions and practices within the industry for the benefit of its members;
d. To seek improvement of building codes, ordinances statutes and laws for the benefit of its members;
e. To disseminate information relating to the common good of the membership;
f. To affiliate with such other local, state or national organizations of subcontractors as shall be approved by the membership;
g. To promote the general welfare of the organization and its members;
h. To arrange for and promote meetings of Subcontractors and Suppliers with any and all other branches of the construction industry in order to solve mutual problems;
i To conduct schools, institutes, seminars and similar meetings of an educational nature for the members of the Association or the construction industry.
ARTICLE III- Membership
3.01 Membership in the categories prescribed in this association shall be voluntary and open to all approved applicants or members (as hereafter defined) meeting the stated qualifications and in the stated categories below. However, no architect, engineer or general contractor shall be eligible for the membership in this Chapter.
a. General Member. Any established subcontractor which is actively engaged in the building construction industry in the State of Texas shall be eligible for general membership in the San Antonio Chapter, subject to the terms and conditions of membership as herein provided.
b. Associate Member. Any person, firm, proprietorship, partnership or corporation who furnishes necessary services directly related to the construction industry shall be eligible for associate membership.
c. Supplier Member. Any person, firm, corporation, proprietorship, or partnership who furnishes materials, supplies, equipment, tools or products which are directly related to the construction industry, to contractors or subcontractors, shall be eligible for supplier membership.
d. Honorary Membership. Honorary membership may be conferred, by three-fourths (3/4) majority vote of the members of the Board of Directors present at the time of vote, provided that a quorum is present, upon a person who has retired from active employment in the construction industry and who has rendered outstanding service to the Chapter, as determined by the Board of Directors. An honorary member shall have no vote and shall not be eligible to hold any elective or appointive office. An Honorary member shall not pay any dues, but is entitled to visit the chapter at any time.
3.02 When used in these bylaws the term "subcontractor" shall mean any person, partnership or corporation engaged in building construction projects whose majority work would be considered to constitute a portion of a particular project as a whole. For the purpose of this subdivision, a general contractor shall be considered to be a construction firm which, as a general rule, contracts the work of a project as an entirety.
3.03 Application for membership in the Association shall be made to the Board of Directors and processed in the following manner. Applicant shall submit application in writing on a form supplied by this Association containing the agreement to abide by the Bylaws and such other provisions as the Board of Directors shall from time to time determine. Applicant shall be endorsed by at least one member in good standing in this Association and such application shall be accompanied by payment of an amount sufficient to cover one year's dues in advance or other satisfactory terms for payment as approved by the Board of Directors. All payments so made shall be returned in full if membership is not approved.
The Board of Directors will approve applicants for membership if the applicant meets one of the categories of membership specified in Section 3.01, provided the application and advance dues have been received, or other arrangements have been approved by the Board for payment of dues, as provided in this Section 3.03.
3.04 Membership shall be held by the firm whose application is approved. Each firm, represented by a designated individual, may participate fully in all of the functions of the Association, provided, however, that each such firm shall have only one vote on matters submitted to the membership for approval.
3.05 Membership may be terminated voluntarily by a member on receipt by the Association of written resignation. No refund of paid dues will be permitted except upon approval of the Board of Directors.
3.06 Membership may be terminated involuntary for good cause by the vote of three-fourths (3/4) of the Board of Directors present at a duly called meeting, provided that a quorum is present. Notice of such proposed termination shall be delivered to each Director at least seven (7) days prior to any meeting at which such action is taken.
3.07 Membership may be terminated automatically without further action by the Association upon failure of a member to pay its dues for ninety (90) days after written notification that the same are due and payable.
3.08 The annual membership fee for each fiscal year shall be the amount or amounts as the Board of Directors may determine from time to time.
3.09 No member shall incur any liability or debt on behalf of the Association or any other member as a consequence of being a member of the organization.
3.10 Suspension, termination, reinstatement and transfer of membership in this association shall be as determined by the Board of Directors.
a. Delinquency and termination procedures shall be set by the Board of Directors.
b. Any member may be censored, suspended or expelled from the Association for good cause by an affirmative vote of three-fourths (3/4) of the Board of Directors present at a duly called meeting, provided that a quorum is present.
c. A vote of three-fourths (3/4) of the Board of Directors present at a duly called meeting, provided that a quorum is present, shall be required to reinstate any member who has been expelled, or suspended pursuant to provisions of this section.
ARTICLE IV- Directors
4.01 The policy and over-all direction of the Association shall be vested in the Board of Directors. The Board of Directors shall consist of a maximum of fifteen (15) Directors who shall serve for a period of three (3) years, or until their successors are elected. There shall be three classifications of directors on the Board pursuant to Article III, ' 3.01' 's a. b. and c. Each classification shall have the following designated number of director's positions on the board: General Members shall have at least nine (9) board member positions. The remaining board member positions shall be composed of such Associate Members and Supplier Members as shall be nominated.
4.02 The terms of the Directors shall be staggered. No member shall be eligible to serve on the Board of Directors for more than two (2) consecutive terms.
4.03 Directors shall be individuals. To be eligible for election or appointment to the Board, an individual must be either employed or designated as a representative of a member. A Director's position shall automatically be vacant on the 31st day after the Director's employment or status as representative has terminated. This automatic termination will occur unless the Director is employed by or becomes a designated representative of a member within the 31 day period. No member shall have more than one Director on the Board at one time. The Directors shall serve without remuneration.
4.04 If a vacancy shall occur in any unexpired term of a member of the Board of Directors, the President shall appoint a person to fill the unexpired term of such vacancy and the remaining Directors shall approve such person. Notice of such election shall be delivered to the remaining Directors at least seven (7) days prior to the election.
4.05 Subject to the provisions of Article 4.02 of these Bylaws, the term of each Director shall commence the first day of July of the year in which he is elected and continue for the three (3) years thereafter, or until his successor is elected.
4.06 The Directors shall meet monthly at the call of the President.
4.07 All Board of Director members must be informed of all meetings, regular or called at least 48 hours or two business days, which ever is greater, prior to the meeting.
4.08 Any Director who is absent without good cause from three (3) successive called monthly meetings of the Board shall be automatically removed from office following the third such absence.
4.09 Each Director shall have one vote, provided that any Director may give his written proxy vote on any matter to be considered by the Board to any other Director who shall vote on behalf of the absent Director in accordance with such proxy.
4.10 Any matter submitted to the Board of Directors, except the election of persons to fill an unexpired vacancy set forth in Article 4.04 and amendment of these Bylaws under Article 8.02, shall be approved by the affirmative vote of a majority of the Directors present at such meeting, provided that a quorum is present.
A quorum for all regular meetings of the Board of Directors shall be eight directors of any classification. The majority of those present physically or telephonically may transact any business brought before the board subject to the restrictions of paragraph 4.10.
4.11 In the event that an action, suit, or proceeding is brought by any person against a past, present, or future member of the Board of Directors, or against an officer of the Association, and such action, suit or proceeding is based upon the actions of such Officer or Director in their official capacity as such, the Officer or Director shall be indemnified by the Association
for such litigation expenses and costs of defense as may be reasonably incurred by the Director or Officer in such action, suit, or proceeding. Additionally, the Officer or Director shall be further indemnified against any award of damages, costs, attorneys fees, or other monetary sum which may be assessed against them, provided the same arise out of the actions of such Officer or Director in their official capacity, and further provided that such Officer or Director shall vigorously defend the action, and shall have acted in such capacity in good faith and in the best interest of the Association, in the Officer or Director's reasonable business judgment. No compromise or settlement of an action, claim, or proceeding by the Director or Officer shall obligate the Association to provide any indemnity against award of damages, costs, attorney’s fees, or other monetary sum, unless the current Board of Director approves the compromise or settlement by formal vote. Notwithstanding any of the foregoing, the obligation of the Association to indemnify a Director or Officer, shall be strictly limited to the proceeds and other benefits (if any) payable, in the nature of a directors & officers liability policy, or similar policy of insurance.
4.12 The Association is required to carry such insurance as the Board of Directors shall from time to time consider proper for the protection of the Association and its directors, officers and employees.
ARTICLE V- Officers
5.01 The officers shall be charged with the responsibility of executing the policies established by the Board of Directors and with carrying out the routine duties and functions of the Association, subject to the over-all control of the Board of Directors.
5.02 A member must serve on the Board of Directors for one (1) year before being elected to office.
5.03 The elected officers of the Association shall be as follows: President, Vice President, Secretary, and Treasurer.
5.04 Promptly after the election of the newly constituted Board of Directors, the Directors shall meet to elect by majority vote, from among their body, the new officers of the Association.
5.05 The Board of Directors shall elect the officers from their body for a term of one (1) year and said officers shall consist of a president, a vice president, a secretary and a treasurer, with respective duties of each office set forth in the manner hereinafter provided. The offices of the president and vice president shall be held by general and/or supplier members only.
5.06 The officers shall serve without remuneration for a term of one (1) year, commencing on the first day of July of the year in which they are elected, or until their successors are elected.
5.07 The President shall preside at all meetings of the membership of the Association and at all meetings of the Board of Directors. The President shall serve as chief executive officer of the Association subject to the over-all direction of the Board of Directors. The President shall serve as an ex-officio member of all committees of the Association and shall serve as a non voting ex-officio member of the Board of Directors for one year following his term of office. The President shall execute all contracts for the Association as are previously approved by the Board of Directors.
5.08 The Vice President shall act and preside for the President in the latter’s absence.
5.09 The Secretary or their designee shall be responsible for taking and preserving the minutes of the meetings of the Board of Directors and the membership. The Secretary shall maintain the membership rolls and provide all notices required under the Bylaws or the instruction of the Board of Directors. The Secretary shall be either a general, associate or supplier member.
5.10 The Treasurer or their designee shall be responsible for the collection, receipt and disbursement of all funds of the Association, keeping separate and complete accounts of same. The books and accounts shall be open at all reasonable times to the membership of the Association. The Treasurer shall open and maintain a bank account in the name of the Association at a bank determined by the Board of Directors. The Treasurer shall be either a general, associate or supplier member.
5.11 The officers shall have such other duties as are delegated to them by the Board of Directors.
ARTICLE VI- Elections
6.01 An election to fill vacancies of those Directors whose terms expire shall be fixed by the Board in June each year.
6.02 To fill such vacancies, the President shall appoint an Election Committee, consisting of a Chairman and two (2) members, who shall be approved by the Directors, and four (4) members elected from the floor in an open general meeting, at least one (1) month prior to the date fixed for the election. Such Committee shall consider nominees for the vacancies on the Board and submit the names of candidates for the position of General Director classification and/or candidates for the position of Associate and/or Supplier Director classification in accordance with Article IV, Section 4.01 for such vacancies to the Board which shall thereupon certify the names of each candidate in good standing to the Secretary.
6.03 The Secretary shall forward a written ballot in the form prescribed by the Board of Directorssetting forth the names of each nominee as to certify each member no later than two (2) weeks prior to said election date.
6.04 The Secretary or their designee shall secure in a safe place the ballots of all members until 4:00 PM on the date two (2) days following the date of election. At that time, the Secretary or their designee shall deliver said ballots to the Election Committee for counting.
6.05 The Election Committee shall review the ballots and reject any ballot post-marked later than the date of the election or those ballots containing too many votes. Any dispute arising as to the validity of any ballot shall be determined preliminarily by the Election Committee. Said Committee shall then canvas the ballots and certify the results of such election, and deliver any disputed ballots to the Board of Directors.
6.06 After considering and resolving any disputed ballots, the Board of Directors shall then declare the names to those candidates elected.
6.07 Disputes materially affecting the outcome of any race may, at the option of the Board of Directors, be submitted to the vote of the membership at a general or special meeting called for such purpose and the majority vote of the members at such meeting shall resolve any such dispute.
6.08 The Attorney for the Association shall not be eligible for membership on the Board of Directors.
ARTICLE VII- Committees
7.01 The Chairman of the following standing committees shall be appointed by the President and approved by the Directors within one month following the election of any newly constituted Board.
a. Business Practice Interchange - to develop and maintain a thorough record and evaluation of credit standing and practices of organizations within the industry and to disseminate such information among the membership.
b. Legislative - to obtain knowledge of such pending legislation as affects the membership and the construction industry in general; to develop and maintain influence among the local, state and national legislative bodies, and to seek the passage of legislation beneficial to the membership.
c. Safety - to investigate, develop and maintain high safety standards for the construction industry and equipment used in conjunction therewith.
d. Membership - to consider and report on the qualifications of applicants for membership.
e. Programs/Education- to obtain speakers and programs of particular interest to the membership.
f. Fundraiser - responsible for coordinating fundraisers held by the Association.
7.02 The Board of Directors may create and appoint such other committees as they consider to be beneficial to the Association and its members.
7.03 At least one (1) Director shall be named to maintain supervision of each committee created.
ARTICLE VIII- Miscellaneous
8.01 The fiscal year of the Association shall commence on the first day of July of each year.
8.02 An amendment to the Bylaws may be proposed by any member in good standing. The proposed amendment must be presented in writing to the Board of Directors for review. Proposed amendments approved by three-fourths (3/4) of the entire Board of Directors shall be submitted to the membership for voting by mail ballot. The majority of two-thirds (2/3) of the returned ballots will be required to constitute passage of the proposed amendment.
8.03 All meetings of the Membership and the Board of Directors shall be conducted in accordance with the provisions of Robert Rules of Order, except as varied by these Bylaws and such other Rules as the Association shall duly adopt.
8.04 Voluntary dissolution shall be accomplished, if at all, pursuant to the provisions of Article 6.01 of the Texas Non-Profit Corporation Act (Article 1396-6.01, Texas Revised Civil Statutes (1959) et seq.)
8.05 The Association will have at least eight (8) general meetings per year.
ARTICLE IX- Grievances
9.01 TheBoard of Directors shall hear and review all grievances. Thereafter, the Board shall take such action as is necessary and appropriate under the circumstances.