| Revised January 26, 2007 |
| ARTICLE 1 - NAME |
1.1 The name of this corporation is: The Associated General
Contractors of Washington. The corporation is authorized to conduct
business as AGC of Washington.
1.2 The term "Chapter" may be used to designate this corporation
either in these Bylaws or in the conduct of its routine affairs.
1.3 The use of the Chapter name and emblem on stationery, office
doors, construction signs, equipment, and advertising is limited solely
to members of the Chapter who are and remain in good standing. |
| ARTICLE 2 - PURPOSE |
2.1 Business and Objects
The Chapter is formed for the general purposes of a trade association of
contractors engaged in the building, heavy, municipal and utility,
railroad and highway construction business.
The Associated General Contractors of Washington is a professional
association of contractors committed to enhancing the performance of our
members, representing their interests, and building a better climate
for construction.
The Chapter will act when so designated as a bargaining agent on
behalf of member firms in a single employer bargaining unit in
negotiating with labor unions on agreements for wages, hours and working
conditions.
2.2 Powers of the Chapter
The Chapter shall have all general and special powers permitted to
non-profit corporations under the laws of the State of Washington
including without limitation the power:
(a) to acquire, own, mortgage, operate, and dispose of all real and
personal property and to invest the funds of the Chapter;
(b) to do and perform any and all things necessary and proper in the
opinion of the trustees of the corporation in aid of the accomplishment
of the above-mentioned objects and aims. |
| ARTICLE 3 - MEMBERSHIP |
3.1 Application of Membership
(a) Application for membership shall be made on forms provided by
the Chapter for that purpose and signed by an authorized individual.
(b) Applicants must indicate on the application form that they have
read and understand the Chapter Bylaws and agree to be bound by these
conditions.
3.2 Selection for Membership
(a) Only firms that have established a reputation for skill,
integrity, and responsibility and who have been duly elected shall be
eligible for membership.
(b) The Board of Trustees shall determine that each applicant to be
considered has been screened and meets the proper membership
classification requirements.
(c) An applicant will be accepted to membership upon vote of
approval by the Board of Trustees.
(d) Membership in this association together with the rights incident
to the appropriate class of membership shall be open on equal terms to
all qualified applicants without discrimination based upon race, color,
sex, marital status, sexual orientation, disability, age, religion,
national origin, or ancestry of individual owners, officers, or
employees of such applicants.
3.3 All members agree that immediately upon acceptance to
membership they are bound by all requirements of membership.
3.4 Classes of Membership
There shall be eleven classes of membership in the Chapter as follows:
(a) A General Contractor Member is any individual, firm, or
corporation, who, by agreement with another party, undertakes to execute
part or all of a construction project and who executes such work in
whole or in part with his/her own construction forces. Only contractors
who have been engaged in general contracting for at least two years
prior to applying for membership in this Chapter shall be eligible for
General Contractor Membership. A contractor firm established by
individuals who had managerial responsibilities or ownership in previous
member firms may be considered for membership without two years prior
experience described above.
Only General Contractor Members shall have the right to vote and hold
office in the Chapter, except as otherwise specifically provided in
these Bylaws.
(b) An Introductory Contractor Member may be an individual, firm, or
corporation engaged in the construction business as a general
contractor who is not, nor has been, during the previous three years, a
member of this Chapter, and who is not currently a member of any other
AGC Chapter, or who has made application.
Introductory Contractor Members shall transfer to General Contractor
Membership when qualified through meeting the requirements as outlined
in 3.4(a).
(c) A Constructor Member may be an individual, firm, or corporation
engaged in the construction business as a general contractor, but who is
a branch or subsidiary of a holding company, corporation or
amalgamation where the parent company is a General Contractor Member.
(d) An AGC Subcontractor Member is an individual, firm, or
corporation which, by agreement with another party, undertakes to
execute work on some portion of a construction contract and who executes
such work in whole or in part with its own construction forces; who has
been established in business regularly.
(e) An AGC Associate Member shall be an individual, firm, or
corporation which cannot qualify for membership under the above
classifications, but who has trade, fiduciary, or other professional
relations and a business within the scope of the general contracting
business regularly.
(f) Honorary Members shall be retired representatives of a Chapter
member who have executed some unusual and exceptional construction work
or have performed distinguished service for the construction industry.
Any member may propose an individual to Honorary Membership who then
must be elected to such membership by two-thirds of the members voting
at a Board of Trustees or Chapter meeting.
(g) Retired Members shall be individuals who are retired and
formerly affiliated as a Chapter member.
(h) A Retro Member is any General Contractor, Subcontractor, or
Associate that is a member in good standing of Inland Northwest AGC that
qualifies for and elects to participate in the AGC Group Retro Program.
Once an applicant qualifies for the program, the firm must take out a
Retro membership. Only Retro participation and related services will be
available under this class of membership.
(i) Young Constructor Members shall be individuals who are entering
or developing careers in construction management with non-member firms.
An individual may hold such a membership in the Chapter only during the
first ten years that follow the date on which the individual begins to
serve the construction industry in such capacity. An individual may hold
such a membership for no more than seven of those ten years. Only Young
Constructor Forum participation shall be available under this class of
membership.
(j) Educational Associate. An Educational Associate is an accredited
or state approved or state funded educational institution, which offers
and supports a course of instruction related to the construction
industry. An Educational Associate may also be a department or other
unit of such an institution. The institution, department or other unit
may hold such a membership in the Association only for so long as it
offers and supports such a course of instruction.
3.5 Joint Ventures
Any joint venture firm may make application for the appropriate class of
membership.
Any member of the Chapter who is a member of a joint venture shall pay
dues on his/her interest within the joint venture.
Any joint venture which affiliates with the Chapter will be liable only
for national AGC dues; providing, however, that all participants of the
joint venture are individual members of the Chapter.
3.6 In the event of a dissolution of this corporation for any
reason whatsoever, the assets thereof, after provision for payment of
lawful debts and obligations of the Chapter, shall be transferred to any
non-profit, tax-exempt organization charged with the duty of carrying
out any of the purposes for which this corporation was formed as may be
selected by the trustees; provided that if a majority of the trustees
cannot agree upon a transfer of such assets, an action shall be filed
under RCW 24.03.265; and further provided, however, that the property
and assets then owned by the corporation shall never belong to or be
distributed to any member, suspended member, or expelled member, nor
shall any such person have any claim or interest thereto.
No member or past member of the Chapter shall have any interest in past,
present, or future assets of the Chapter.
3.7 Resignation and Expulsion of Members
(a) The Board of Trustees may at any time review the status of a
member in regard to skill, integrity, and responsibility and upon
receipt of written charges of one member against another, shall, after
not less than three days written notice to the charged and charging
parties, consider charges at an early date and take such action as the
facts warrant, up to and including expulsion from the Chapter. The
charged party shall be given an opportunity to be heard in full, and
both sides shall be permitted to introduce all available witnesses and
testimony. It shall require a two-thirds vote of trustees present at a
Board of Trustees meeting to expel a member from the Chapter. Other
disciplines including fines and suspension may be levied by a majority
vote. Decision of the Board of Trustees shall be final.
(b) Any member expelled from the Chapter shall not again be eligible
for membership unless the Board of Trustees shall decide that
extenuating circumstances exist or a subsequent good record and
reputation entitle such contractor to renew his/her application for
membership.
(c) Any former member of the Chapter who has resigned and withdrawn
from membership while in good standing may be reinstated upon formal
application accompanied by the proper entrance fee.
(d) Any member expelled or resigning from the Chapter shall
nevertheless be responsible for and liable to the Chapter for all dues
on work in progress or awarded to him/her which are payable as of the
date of his/her expulsion or resignation.
(e) National and local AGC annual dues billing shall be in
accordance with Article 13. National and local dues are delinquent if
not paid by January 15. If dues are not paid within 90 days after
billing, such member will be considered no longer in good standing, all
voting rights and AGC services will terminate, and expulsion will be
considered by the Board. Expulsion for non-payment of dues may be
postponed based on the circumstances and appropriate assurances of
payment, at the option of the Executive Vice President, who shall timely
report the terms of any postponement to the Officers without disclosing
the identity of the member.
(f) A member in good standing may withdraw from the Chapter by
submitting a written resignation accompanied by a remittance in full of
all dues payable to date, and such resignation shall be of no effect
without such remittance. Such resigning member shall be responsible and
liable for all dues and other monies owed the Chapter. The effective
date of a resignation shall be established by the Action of the
trustees. A member who is a participant in a Retro program may not
withdraw or resign membership before the end of the last Retro Plan Year
in which the member is a participant.
(g) Membership in the Chapter shall not be assignable.
3.8 Only a representative of General Contractor Members in good
standing shall be qualified to hold office as an officer and to vote at
Chapter meetings (except as otherwise provided herein). |
| ARTICLE 4 - JURISDICTION |
| The Chapter shall exercise jurisdiction over building, heavy,
municipal and utility, railroad and highway construction in that portion
of the State of Washington west of the 120th Meridian, except the
five-and-one-half counties of southwest Washington, namely, Klickitat,
Skamania, Clark, Cowlitz, and Wahkiakum and the portion of Pacific
County south of a straight line made by extending the north boundary
line of Wahkiakum County west to the Pacific Ocean. |
| ARTICLE 5 - ADMINISTRATION AND ORGANIZATION |
5.1 Conduct of Chapter Business
(a) The majority of the General Contractor Members entitled to vote
and who are present or represented by proxy at a Chapter meeting at
which a quorum is present shall be necessary for the adoption of any
matter voted upon by the members of the Chapter except as otherwise
specifically provided herein. Anyone holding and voting a proxy must be a
General Contractor Member. Proxy voting shall be limited to the conduct
of business at a Chapter meeting only.
(b) The Chapter, when meeting, is the final authority for all
affairs of the Chapter.
(c) As it is not intended that the Chapter shall meet regularly, a
Board of Trustees is hereby created to carry out the purpose of these
Bylaws through the duly elected officers of the Chapter.
(d) The number of members necessary to constitute a quorum shall be
as provided in Article 8.4 and 8.5 of these Bylaws.
5.2 Board of Trustees
The affairs of the Chapter shall be conducted regularly by a Board of
Trustees herein sometimes referred to as the trustees. The trustees
shall have full authority to act on all matters of business except as
described in Article 7, but they shall not have the authority to revise
these Bylaws, that being the responsibility of the General Contractor
Members. The act of the majority of the trustees present at a meeting at
which a quorum is present shall be the act of the Board of Trustees.
Unless otherwise stated in these Bylaws, trustees shall be elected for
not more than three consecutive one-year terms.
The Board of Trustees shall be composed of:
(a) the Chapter officers
(b) the immediate past president
(c) one representative designated by each of the Chapter's
districts. A minimum of two of these representatives shall be General
Contractor members
(d) four general contractor members
(e) two subcontractor members
(f) two associate members
(g) one non-member appointed by the president
5.3 The duly elected officers of the Chapter shall have the
specific authority and responsibility to:
(a) review and report to the trustees on the status of income and
expenses versus the budget;
(b) employ an Executive Vice President and authorize the employment
of such other staff as needed to conduct the business of the Chapter,
fixing the salary and conditions of employment. The Executive Vice
President serves at the pleasure of and is responsible to the Chapter
officers;
(c) the officers of the Chapter shall have the power to act for the
Board of Trustees and for the Chapter during the intermediate time
between meetings of the Board of Trustees and the Chapter. The act of
the majority of the officers present at a meeting shall constitute a
quorum. All actions of the officers may be subject to review by the
Board of Trustees for approval or rejection.
5.4 The business of the Chapter shall be conducted through
offices to be located in Seattle, Tacoma, Olympia, Bellingham and Yakima
and such other areas determined by the trustees from time to time.
5.5 The Property Committee is appointed annually by the
president as prescribed in Article 12. The Property Committee has the
following specific authority and responsibility:
(a) prepare a budget annually for Chapter property projecting income
and expenses for review and approval by the trustees;
(b) review and report to the trustees the status of the annual
budget on a semi-annual basis;
(c) approve major building improvements, maintenance and purchases
as budgeted;
(d) prepare and maintain a five-year cash flow projection subject to
annual review by the trustees.
5.6 The Seattle, Southern, Northern and Central Washington
Districts are hereby constituted to promulgate the special needs and
interests of AGC in those areas of the Chapter's jurisdiction.
The district leadership shall be selected from members in good standing
within the districts and shall include the vice presidents and assistant
vice presidents of each district.
There may be formed in these districts, Area Councils in the major
cities when membership numbers warrant the action. |
| ARTICLE 6 - ELECTIONS |
6.1 The president shall appoint a Nominating Committee in
January of each year composed of eleven members. The committee will be
chaired by the most recent past president available; five of the
committee members shall be past presidents and the five remaining
members will be drawn from the pool of members in good standing.
6.2 The Nominating Committee shall nominate one General
Contractor Member for each of the following officer positions:
President, First Vice-President, Second Vice-President. They shall
nominate one General Contractor or Subcontractor Member for the officer
position of Secretary/Treasurer. They shall also nominate one General
Contractor, Subcontractor or Associate Member for each elected trustee
position as provided in Article 5.2, except for District representatives
who are selected by the District. They shall attempt to nominate to
trustee positions, members from the geographical diversity of the
Chapter to insure a balanced Board and to achieve the mandated balance
of general and subcontractor trustees.
6.3 The list of nominees shall be mailed to each General
Contractor Member by December 15th.
6.4 Additional names may be placed in nomination by petition
signed by a minimum of ten General Contractor Members eligible to vote
and delivered to the Nominating Committee by December 24th. Additional
nominations must be designated as in lieu of a specific nomination of
the Nominating Committee.
6.5 The election shall take place as follows:
(a) if no additional nominations are made, the election shall take
place by voice vote during the annual meeting;
(b) if additional nominations are made, ballots will be mailed to
each General Contractor Member by January 1 and shall be returned to the
president and secretary by January 8. Each General Contractor Member
will have one vote for each officer and Board of Trustee position to be
elected. The results of the election shall be announced at the annual
meeting.
6.6 During the annual meeting, the Nominating Committee shall
conduct an installation of officers to serve until the following annual
meeting.
6.7 If at any time an elected position shall become vacant, the
president shall appoint a successor subject to confirmation by the Board
of Trustees. The individual so appointed shall serve until the next
annual Chapter meeting. |
| ARTICLE 7 - LABOR RELATIONS OF MEMBERS |
7.1 The Chapter may be authorized to represent individually, as
agent, single employers in the negotiation of such collective bargaining
agreements with the organizations legally entitled to represent the
employees of individual members performing the following types of
construction work. Each individual member so acting has the right to
accept or reject any proposed agreement.
(a) Carpenter
(b) Laborer
(c) Cement Mason
(d) Operating Engineer
(e) Teamster
7.2 A member firm may voluntarily designate the Chapter as its
agent in a single employer bargaining unit to bargain for the employment
of one or more of the construction trades as described in Article 7.1.
Each individual member so acting has the right to accept or reject any
proposed agreement. |
| ARTICLE 8 - MEETINGS--VOTING OF MEMBERS |
8.1 The annual meeting of the Chapter shall be held in January
of each year for the purposes of election and installation of officers
and trustees and the conduct of other appropriate business. Notice of
such meeting shall be sent to all members not less than 20 days nor more
than 50 days before the date of the meeting. Special meetings of the
Chapter may be called by the Board of Trustees and shall be called by
the president on request of ten General Contractor Members.
8.2 The Board of Trustees shall meet six times annually. Notices
for all Board of Trustees meetings may be sent electronically. Special
meetings of the Board of Trustees may be called from time to time on
request of five trustees or by any of the officers. Notice of such
meetings shall be sent to all members at least ten days prior to the
meeting. At the discretion of the President set forth in the meeting
notice, voting may be electronic for a special meeting of the Board.
Any subject initially moved and seconded at a Board of Trustees meeting
may be tabled until a following meeting by the presiding officer.
No subject may be tabled more than once unless by a majority vote of the
trustees present.
8.3 The officers shall meet from time to time as their
responsibilities may dictate. Notice of such meetings shall be sent
seven calendar days prior to the meeting.
8.4 The attendance present at any regular or special meeting of
the Chapter or Board of Trustees (where proper notice has been sent)
shall constitute a quorum.
8.5 The president may call an emergency meeting of any of the
following groups giving less than a ten day notice in which case the
following conditions will apply in order to conduct business:
Chapter meeting Quorum is 50% of the General Contractor Members
Board of Trustees Quorum is 50% of the trustees
8.6 Except as otherwise provided in these Bylaws, where a notice
is required within these Bylaws, such notice shall be mailed to the
members, postage prepaid for ordinary mail, at addresses designated by
them for such purpose.
All members may attend the Board of Trustees meetings and contribute to
all discussions, but only the trustees may vote.
8.7 At all meetings questions of parliamentary procedure shall
be governed first by these Bylaws. If these Bylaws do not resolve the
question, "Robert's Rules of Order" shall be used as a reference. |
| ARTICLE 9 - BONDS AND INDEMNITY |
9.1 Any officer, employee, or agent of the Chapter may be
required to give such bond for the faithful performance of his/her
duties as the trustees shall direct. The Chapter shall pay the premium
of such bond.
9.2 The Chapter will indemnify any present or past officer,
trustee, or agent for the Chapter against expenses including judgments
and attorney fees, actually and necessarily incurred by him/her in
connection with the defense of any action, suit, or proceeding to which
he/she is a party by reason of being or having been such officer,
trustee, or agent to the fullest extent permitted by law. |
| ARTICLE 10 - BUDGET AND EXPENDITURES |
10.1 The Finance Committee shall prepare an operating budget for
the Chapter for the subsequent year.
10.2 The budget shall be prepared in such detail as the trustees
direct and presented for approval or revision by the trustees in
December of each year.
10.3 The secretary/tresurer shall supervise and approve the
routine Chapter expenses as budgeted and report to the trustees from
time to time on the status of expenditures versus budget.
10.4 Unexpected expenses or expenditures not originally budgeted
shall be reviewed by the trustees for their concurrence and revision of
the budget.
10.5 The property budget shall be prepared by the Property
Committee annually as required in Article 5. |
| ARTICLE 11 - OFFICERS OF THE CHAPTER |
11.1 There shall be the following officers of the Chapter:
(a) President
(b) First Vice-President
(c) Second Vice-President
(d) Secretary/Treasurer
11.2 Duties of Officers
(a) The president shall preside at all meetings of the Chapter and
the Board of Trustees; he/she shall appoint all standing committees, all
special committees and the non-member representatives of the Board of
Trustees; and he/she shall be ex-officio member of all committees with
power to vote. The president may delegate his/her ex-officio role to
another officer when deemed appropriate. He/She, together with the
secretary, shall sign all deeds, mortgages, notes, and other papers on
behalf of the corporation. He/She shall have general supervision over
the officers and employees of the corporation and shall perform such
other duties as usually devolve upon the president.
(b) The first vice-president shall assist the president in the
discharge of his/her duties and shall perform duties of the president in
his/her absence or when it is inconvenient for him/her to act.
(c) The second vice-president shall perform the duties of the first
vice-president as herein defined during his/her absence.
(d) The secretary/treasurer shall have charge of the official seal
of the corporation and shall affix the same to all instruments requiring
it. He/She, together with the president, shall sign all deeds,
mortgages, notes, and other papers of the corporation and shall perform
such other duties as usually devolve upon the secretary.
(e) The secretary/treasurer shall have charge of all monies,
securities, and other assets of the corporation and shall deposit all
monies coming into his/her hands in the name of the Chapter in one or
more banks. All withdrawals and disbursements of Chapter funds in excess
of an amount authorized by the Board of Trustees shall be accomplished
by a joint signature of either:
(1) any two officers of the Chapter, or
(2) one officer and the Executive Vice President of the Chapter, or
(3) one officer and an individual authorized by the president.
Money shall be paid only on vouchers or on direct instructions from the
Finance Committee or on direct instructions from the Board of Trustees.
The secretary/treasurer shall keep a full record of all monies passing
through his/her hands and shall render a complete statement of his/her
accounts whenever required by the Board of Trustees and shall perform
such other duties as usually devolve upon the secretary/treasurer.
11.3 Officers and trustees shall receive no salary for the
performance of their duties to the Chapter, but they and other Chapter
members may receive reimbursement for expenses in carrying out Chapter
business when approved by the Board of Trustees. |
| ARTICLE 12 - COMMITTEES |
12.1 The president shall appoint all Chapter committees
including committee, task force and work group chairs and co-chairs
unless directed otherwise by the trustees.
12.2 The function of all committees shall be advisory only
unless authority to act for the Chapter is specifically conferred by
these Bylaws or under special circumstances by the Board of Trustees.
12.3 Each committee shall report to the president and to the
Board of Trustees when requested.
12.4 The following committees are considered standing committees
and shall be appointed each year following the election of officers:
(a) Finance
(b) Nominating
(c) Property |
| ARTICLE 13 - DUES |
13.1 Annual dues are payable to the AGC of America by virtue of
membership in this Chapter as required by Article 14.
13.2 General Contractor and Subcontractor Members shall pay dues
to the Chapter on a volume basis to be established from time to time by
the membership. Dues shall be payable to the Chapter in an amount on
gross business on all work performed within the Chapter's jurisdiction
as outlined in Article 4 based on payments received during the previous
calendar year and upon completion of construction, based on cost of
construction, where the member is also the owner. Those General
Contractor Members who subcontract part of their work to other Chapter
General Contractor Members can deduct that volume of business from their
gross business before calculating dues.
13.3 The Chapter dues for Constructor Members, Introductory
Contractor Members, Associate Members, Retro Members, Young Constructor
Members, and Educational Associate Members shall be fixed from time to
time by the Board of Trustees.
13.4 Honorary Members and Retired Members shall not pay dues.
13.5 National and local AGC dues billing for all membership
classifications shall be mailed no later than November 15 and are due by
January 15.
National and local dues not paid by January 15 are considered
delinquent. Dues not paid within 90 days of billing will be cause for
such member to be expelled from AGC membership in accordance with
Article 3.7(e). |
| ARTICLE 14 - AGC OF AMERICA |
14.1 The Chapter shall enforce and respect the governing
provisions and rules for ethical conduct of the Associated General
Contractors of America, Inc., and shall pay dues to such organization as
may be required.
14.2 The use of the national Chapter association's name and
emblem on stationery, office doors, construction signs, equipment, and
advertising is limited solely to members of the Chapter who are and
remain in good standing.
14.3 The Chapter shall collect national dues from each General
Contractor Member, Introductory Contractor Member, Subcontractor Member,
and Associate Member and forward to the national Chapter in accordance
with the governing provision of the national AGC. |
| ARTICLE 15 - AMENDMENT OF BYLAWS |
15.1 These Bylaws may be amended only by a two-thirds vote of
the General Contractor Members at a Chapter meeting.
15.2 Notice of a Chapter meeting to consider an amendment to
these Bylaws must be sent at least ten days prior to the date of the
meeting along with the revision proposed, which may then be modified
and/or approved in accordance with the appropriate parliamentary
procedure.
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| ARTICLE 16 - AFFILIATED ASSOCIATIONS |
The Chapter may sponsor and organize such organizations as it
may desire and may join with other organizations on a local or regional
basis to further the purpose of the Chapter.
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