![]()
CALGARY CONSTRUCTION ASSOCIATION
BY-LAWS
Revised February, 1995
The following persons or corporations are eligible for membership in their respective classes:
Active
The members of the Association shall be classified in accordance with one of the
Associate
Firms or individuals may be admitted to Associate membership upon the payment of dues and membership fees prescribed from time to time, but shall NOT thereby become entitled to hold office or to vote at any meeting of the Association.
Honorary
Life
Membership in the Association shall be open to all Persons, Firms or Corporations who in the opinion of the Board of Directors, possess capacity, skill and integrity.
ADMISSION OF MEMBERS
Every applicant for active or associate membership in the Calgary Construction Association shall sign a form adopted and supplied by the Calgary Construction Association and shall be sponsored by two active members. Those applications that are submitted without two sponsors will have their name published in the Calgary Construction Association weekly Newsletter. The membership will be given 30 days to submit written correspondence with substantiated facts on why the CCA Board of Directors shall consider rejecting an applicant. All applications shall be countersigned by a member on the Board of Directors.
Every application for membership must be accompanied by the appropriate fees.
The name of the applicant shall be brought before the membership committee who shall report thereon to the Board of Directors, and if accepted by the Board of Directors, the applicant shall be declared to be accepted. If any application is withdrawn before acceptance, or is rejected, the entrance fees paid by the applicant shall be refunded.
RESTRICTION
Membership in the Association is not transferable.
MEMBERSHIP FEES
The membership fee and/or other assessments payable by Active and Associate members shall be fixed from time to time by the Board of Directors. Honorary and Life Members shall not pay any dues or assessments.
The membership fees shall be payable yearly in advance, on or before the 31st day of the month of January, or new members upon application.
DEFAULT IN PAYMENT OF FEES, ETC.
If any member shall fail to pay his fees or other assessments by the 31st day of January following that in which they become payable, the Secretary- Treasurer shall report same to the Board of Directors who may cause the name of such member to be removed from the list of members of the Calgary Construction Association and he shall thereupon cease to be a member. The Board of Directors nevertheless may reinstate such member upon receipt of an application accompanied by the amount of the outstanding indebtedness, and such reasons as they may consider satisfactory for such failure to pay.
SUSPENSION OR EXPULSION OF MEMBERS
The Board of Directors shall have power to suspend or expel any member who may in their opinion be guilty of conduct detrimental to the interests of the Calgary Construction Association, or who may have transgressed the Code of Ethnics, Code of Practice, any of the rules, policy statements, resolutions or By-Laws of the Calgary Construction Association.
WITHDRAWAL OF MEMBERS
Any member may withdraw from the Association by submitting to the Board of Directors through the Manager, a written notice of resignation. No portion of fee paid shall be refunded.
BORROWING POWERS
For the purpose of carrying out its business commitment, the Association may borrow or raise money in such manner as is required, with the approval of the Board of Directors.
If the Association elects to raise money by the issue of debentures, it may do so only with a special resolution approved by the general membership.
MEETINGS OF MEMBERS
An Annual General Meeting of the Calgary Construction Association shall be held once in every year prior to the end of March and on such day as shall be determined by the Board of Directors.
The above mentioned General Meeting shall be called the Annual General Meeting; and all other general meetings shall be called Special General Meetings.
The Board of Directors shall, when necessary, or upon the written requisition of any ten members in good standing of the Calgary Construction Association, convene a Special General Meeting. Every such requisition shall set out the purpose for which the meeting is to be called and no other business shall be transacted at that meeting except at the discretion of the President or the Board of Directors, who may add such items to the agenda to be dealt with as may be necessary.
NOTICE OF MEETINGS
Fourteen days notice, specifying the place, the day and the hour of any general meeting and the general nature of the business to be transacted shall be given to the members, and if sent by post, the same shall be deemed to have been received by a member on the day following that on which it was posted. The non-receipt of the notice by any members shall not, however, invalidate the proceedings of any resolution passed at a general meeting.
NOTICE OF MOTION
Any member desiring to make a motion at any general meeting on any subject not already on the agenda shall give notice in writing of the same to the Association Management at lease seven days prior to the date of the meeting.
PROCEDURE AT GENERAL MEETING
No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Twenty-five (25) members present in person shall form a quorum. If within one-half hour from the time appointed for the meeting a quorum is not present, the meeting shall, if convened upon a requisition of members, be dissolved and in any other case it shall stand adjourned to be reconvened at the discretion of the Board of Directors at such time or place as they shall deem convenient.
The President, and in his absence, any Vice- President, shall preside as Chairman at every general meeting of the Calgary Construction Association. If the President and all the Vice- Presidents are not present within fifteen minutes after the time for holding the meeting, the members present shall choose someone of their own number to be the Chairman of the meeting. The Chairman, with the consent of the meeting, may adjourn any meeting from time to time.
VOTING AT GENERAL MEETINGS
Every active member shall have one vote.
At all general meetings of the Calgary Construction Association all questions shall be decided by a majority of votes. All voting shall be open and by a show of hands except where a vote by ballot is demanded, and except for the election of the President, the Vice-Presidents, and the Secretary- Treasurer (which shall be taken by ballot in the manner hereinafter provided). At any general meeting a ballot may be demanded on any question by the Chairman of the meeting or by any five members present at the meeting and entitled to vote. In the case of an equality of votes at any general meeting, the Chairman shall be entitled to a deciding vote.
A corporation or partnership which is a member of the Calgary Construction Association shall, by writing, appoint one of its officers or some other person to act as its representative at any or all meetings of the Calgary Construction Association, and the person so nominated shall be the only person entitled to vote on behalf of such corporation or partnership at a general meeting.
BOARD OF DIRECTORS
POWERS OF BOARD
Such duties of the Secretary-Treasurer as may be specified by the Board of Directors may be delegated to the Executive Vice-President or a designated member of his staff.
As Treasurer he shall collect all member fees and/or assessments; shall have established proper accounting procedures for the handling of the Association's funds and shall be responsible for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Committee. He shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President. At the end of each fiscal year, as Treasurer, he shall prepare an annual report which shall reflect an audit of a certified public accountant or auditing firm. At the expiration of his term of office, he shall deliver over to his successor all books, money, and other property in his charge, or, in the absence of a successor, he shall deliver such properties to the President.
As Secretary of the Association, he shall be responsible for the proper and legal mailing of notices to the members. He shall see to the proper recording of proceedings of meetings and carry into execution all orders, votes and resolutions, not otherwise committed. He shall see that accurate records are kept of all members.
No remuneration shall be paid to the Directors, and no remuneration shall be paid to any officer other than the Association Executive Vice-President, whose remuneration shall be determined from time to time by the Executive.
ELECTION OF OFFICERS
EXECUTIVE & STAFF
The Board shall employ a staff head who shall have the title of Association Executive Vice-President and whose terms and conditions of employment shall be specified by the Board. The Association Executive Vice-President shall be responsible for all management functions. He shall manage and direct all activities of the Association as prescribed by the Board of Directors and shall be responsible to the Board. He shall attend or appoint staff to attend meetings of the Association, the Board and all Committees, maintain their minutes and generally keep a complete and accurate record of all proceedings of the Association. He shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix their compensation within the approved budget.
As Association Executive Vice-President he shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his judgement, be in the best interest of the Association.
BONDED PERSONNEL
All officers or employees handling money on account of the Association shall be bonded in such amounts as may be determined by the Executive Committee. The expense of furnishing such bonds shall be paid by the Association.
EXECUTIVE COMMITTEE
The Executive Committee consists of the President, Senior Vice-President, two Vice-Presidents, Secretary-Treasurer, Immediate Past President, and the Association Executive Vice-President. This committee shall define and direct the role and responsibility of the senior staff member, the appointed committees, and association services. It shall be responsible for the promotion and retention of members, and for social and other Association activities.
GOVERNMENT LIAISON COMMITTEE
The Government Liaison Committee shall be responsible for City government liaison, M.L.A. liaison and all government related affairs including taxes and tariffs.
LABOUR & EDUCATION COMMITTEE
The Labour & Education Committee shall be responsible for education, apprenticeship, health and safety, building standards, and labour relations.
STANDARD PRACTICES COMMITTEE
The Standard Practices Committee shall be responsible for tendering procedures. It shall promote the use of standard tender and contract forms, and other construction documents. This committee shall also be responsible for the promotion and administration of the Alberta Bid Depository system of tendering.
MEMBERSHIP COMMITTEE
The Membership Committee shall be responsible for promoting the Calgary Construction Association and public relations.
SIGNING AUTHORITY
MEETINGS OF DIRECTORS
The Board of Directors shall meet at such time and place as may be agreed upon and may adjourn any meeting at pleasure. Ten members personally present at the time when the meeting proceeds to business shall form a quorum, and all questions arising at any meeting shall be decided by a majority of votes.
The President, or failing him, one of the Vice- Presidents, shall act as Chairman at all meetings of the Board of Directors. Failing these, the Board of Directors shall elect a Chairman from its number.
Any two members of the Board of Directors may at any time summon a meeting of the Board of Directors. Adequate notice of such meeting shall be given to all Directors.
The Board of Directors may act notwithstanding any vacancy in their body.
No member of the Board of Directors shall receive any remuneration for his services.
RESIGNATION AND REMOVAL OF DIRECTORS
If any officer during the course of his term of office be unable to attend to his duties or resign or otherwise be removed from office, a member in good standing shall be appointed by the Board of Directors to fill his position until the next Annual General Meeting of the Calgary Construction Association.
Any member of the Board of Directors shall vacate office:
ARBITRATION
Business matters in dispute between any members of the Calgary Construction Association and others who are not members, or between themselves, may be referred in writing to the Board of Directors with a request for arbitration. The Directors shall consider the matter and endeavour to bring about arbitration of the matter in dispute in the following manner: Each party to the dispute shall select one member of a Board of Arbitration and the Directors shall select a third, such third arbitrator to have a practical knowledge of the trade or subject affected by the question in dispute and will act as Chairman. The parties to the application shall sign an undertaking to abide by the finding of the Board of Arbitration and the matter shall be heard and dealt with in the usual legal manner by the Board of Arbitrators whose decision shall be final and binding upon all parties to the reference.
AUDITORS
The auditors shall be appointed by the Calgary Construction Association at the Annual General Meeting and shall hold office until the next Annual General Meeting. The auditors shall make a report to the Calgary Construction Association at the Annual General Meeting upon the books and accounts and the general state of the Calgary Construction Association finances.
SEAL
The Seal shall not be attached to any documents unless with the sanction of a resolution of the Board of Directors, and in the presence of the President, or one of the Vice-Presidents, and such other person as sanctioned by the Board of Directors.
AMENDMENT OF THE BY-LAWS
These By-Laws may be rescinded, altered or added to by a Special Resolution passed by a majority of not less than three-fourths of such members entitled to vote as are present in person at a General Meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given at least fifteen (15) days prior to the said meeting.
INTERPRETATION
In these By-Laws the following words and expressions shall have the several meanings hereby assigned to them unless there be something in the subject matter or context repugnant thereto.
"The Board of Directors" shall mean the Board of Directors for the time being of the Calgary Construction Association or a quorum thereof acting at a meeting of the Board of Directors as a context may require.
"Month" shall mean a calendar month.
"A member in good standing" shall mean a member who is not in arrears with any dues or assessments and in addition shall have paid to the Calgary Construction Association all debts due by him to the Calgary Construction Association as at the 31st day of January. The masculine singular may be construed as feminine where appropriate.
INSPECTION OF BOOKS AND RECORDS
The books and records of the Association may be inspected by members of the Association at the offices of the Association during normal business hours.