By-Laws

1.1 STATUS OF THE

CALGARY CONSTRUCTION ASSOCIATION

The Calgary Construction Association is a not-for-profit corporation incorporated in 1944 under The Societies Act of the Revised Statutes of Alberta.

1.2 CONSTITUTION OF THE

CALGARY CONSTRUCTION ASSOCIATION

1. NAME

The name of the Association is: THE CALGARY CONSTRUCTION ASSOCIATION.  Hereafter referred to as the “Association”.

2. MISSION STATEMENT

It is the mission of the Association:

-         to create opportunities

-         to deliver the best leading edge services

-         to be the effective voice of the construction industry

3. PURPOSE

The objects of the Calgary Construction Association are to join in one Association all contractors and all persons or firms who are interested in the building and construction industry throughout Calgary district;

-         to promote the consideration and discussion of all questions affecting the building and construction and allied trades and

-         generally to watch over and protect the interests of persons engaged in these trades

-         to give the Legislature and public bodies facilities for conferring with and ascertaining the view of persons engaged in any of the above trades

-         to diffuse amongst its members information on all matters affecting the building and construction and allied trades

-         to promote the safety of all workmen and others engaged in the operations of the said trades and

-         to print, publish, issue, and circulate such papers, periodicals, books, circulars, and other literary undertakings as may seem conducive to any of these objects

-         to improve and elevate the technical and general knowledge of persons engaged in, or about to engage in, the building or construction or allied trades, and with a view thereto to provide for the delivery of lectures

-         to encourage and promote an apprenticeship system

-         to promote excellence in the construction of buildings and other works, and just and honourable practice in the conduct of business, and to suppress malpractice

-         to establish, form and maintain permanent or temporary exhibitions and displays of materials and methods used in the construction industry, and libraries and collections of models, samples, designs, drawings, and other articles of interest in connection with the building and construction and allied trades

-         to arrange and promote the adoption of equitable and standard forms of contract and other documents used in the building and construction and allied trades

-         to encourage the settlement of disputes by arbitration, and to act as or nominate arbitrators and umpires on such terms and in such cases as may seem expedient

-         to procure, furnish and maintain suitable quarters for the use of its members for meeting rooms, offices and other purposes

4.     The Operations of the Calgary Construction Association are to be chiefly carried on in the City of Calgary and District.

5.     Alberta Construction Association Affiliation:  The Association shall maintain affiliation with the Alberta Construction Association as a local component and the by-laws in force of the Alberta Association shall apply to this Association to the extent that they are not in conflict with these by-laws.

6.     Canadian Construction Association Affiliation:  The Association shall maintain affiliation with the Canadian Construction Association as a local component and the by-laws in force of the Canadian Association shall apply to this Association to the extent that they are not in conflict with these by-laws.

1.3 BY-LAWS OF THE

CALGARY CONSTRUCTION ASSOCIATION

ARTICLE 1 - CLASSES OF MEMBERS

1.       The membership of the Association shall consist of the following classes of members:  Active Members, Associate Members, Honorary Members and Life Members.

2.       The following persons or corporations are eligible for membership in their respective classes:

Active

(a)      A persons, firm or corporation engaged in the construction industry or carrying on a business for the purpose of providing service or materials to any other person, firm, or corporation engaged in the construction industry responsible and experienced in the work covered by the section in which they seek membership.  Each such member shall be entitled to one vote only, whether person, firm or corporation.

i)        The members of the Association shall be classified in accordance with one of the following sections:

- General Contractor

A general contractor is responsible for the day-to-day oversight of a construction site, management of vendors and trades, and communication of information to involved parties throughout the course of a building project

- Trade Contractor

A sub-contractor who specializes in a particular aspect of a construction project such as electrical, plumbing, etc.

- Manufacturer and Supplier

Manufacturers and suppliers provide materials and manufactured goods necessary for construction.

-Allied Professional Services

Those professionals serving in roles tangential to the construction of a project.

Associate

(b)      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

(c)       Honorary membership may be bestowed by the Board of Directors, or by the members at the Annual General Meeting upon any person in recognition of valuable services rendered by him to the Association or to the industry. No Honorary Member shall be entitled to vote at any meeting of the Calgary Construction Association on any question on which a ballot is demanded, nor shall he be capable of holding office as Chairman, Vice- Chairman, Secretary-Treasurer, or Director.

Life

(d)      Life membership may be bestowed by the Board of Directors, or by the members at the Annual General Meeting upon any person when in their judgement the age, devotion to the interests of the Association, and circumstances of such person justify the granting of a life membership.  No life member is entitled to hold office or to vote at any meetings of the Association.

3.       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

4.       Every applicant for active or associate membership in the Association shall sign a form adopted and supplied by the Association.

5.       Every application for membership must be accompanied by the appropriate fees.

6.       The name of the applicant shall be brought before 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

7.       Membership in the Association is not transferable.

MEMBERSHIP FEES

8.       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.

9.       The membership fees shall be payable yearly in advance, on or before the 31st day of the month of January, or as otherwise determined by the Board of Directors.

DEFAULT IN PAYMENT OF FEES, ETC.

10.     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 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

11.     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 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 Association.

WITHDRAWAL OF MEMBERS

12.     Any member may withdraw from the Association by submitting to the Board of Directors through the President, a written notice of resignation.  No portion of fee paid shall be refunded.

ARTICLE 2 - BORROWING POWERS

1.       (a)      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.

          (b)      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.

ARTICLE 3 - MEETINGS OF MEMBERS

1.       (a)      An Annual General Meeting of the 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.

          (b)      The above mentioned General Meeting shall be called the Annual General Meeting; and all other general meetings shall be called Special General Meetings.

          (c)      The Board of Directors shall, when necessary, or upon the written requisition of any ten members in good standing of the 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 Chairman or the Board of Directors, who may add such items to the agenda to be dealt with as may be necessary.

NOTICE OF MEETINGS

2.       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

3.       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 least seven days prior to the date of the meeting.

PROCEDURE AT GENERAL MEETING

4.       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.

5.       The Chairman, and in his absence, any Vice-Chairman, shall preside as Chairman at every general meeting of the Association.  If the Chairman and all the Vice- Chairmen 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

6.       Every active member shall have one vote.

7.       At all general meetings of the 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 Chairman, the Vice-Chairmen, 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.

8.       A corporation or partnership which is a member of the 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 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.

ARTICLE 4 - BOARD OF DIRECTORS

1.       (a)      The management and administration of the affairs of the Association shall be vested in a Board of Directors consisting of the Chairman, a Senior Vice-Chairman, two Vice-Chairmen, a Secretary-Treasurer, and one Director for each trade or business section of the membership.  The Immediate Past Chairman shall serve one additional year on the Board.  An Executive Committee made up of the elected officers may act in place and stead of the Board of Directors between Board meetings.  Action of the Executive Committee shall be reported to the Board for ratification.

          (b)      The Chairman, Vice-Chairmen and Secretary-Treasurer shall be elected annually as hereinafter provided.  The Board of Directors shall designate each year those trade associations or business sections of the membership.  Each of those sections shall be requested to be represented on the Board by a person who will become a Director for two years, such Person, Firm or Corporation must be an active member of the Association. If no appointment is made, the Board of Directors shall have the authority to make an appointment.  The Board of Directors may also appoint not more than twelve (12) Directors at Large to fill a particular duty or function.

POWERS OF BOARD

2.       (a)      The Board of Directors may do all acts and exercise all the powers conferred on or held by the Association except such as are required by these By-Laws or by statute to be exercised or done by the Association in general meeting. 

          (b)      The Board of Directors shall have full power to make such rules and regulations from time to time for the good government of the Association as is necessary, not being inconsistent with the objects of the Association and these By-Laws.

          (c)      Ten (10) members shall constitute a quorum of the Board.

3.       (a)      Chairman:  The Chairman shall serve as Chairman of both the Board of Directors and Executive Committee.  He shall also serve as a member, ex-officio, with right to vote, on all committees except the Nominating Committee.  He shall make all required appointments of standing and special committees and trustees with the approval of the Board of Directors.  At the Annual Meeting of the Association and at such other times as he shall deem proper, the Chairman shall communicate to the members such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association.  He shall perform such other duties as are necessary incident to the office of Chairman or as may be prescribed by the Board of Directors.

          (b)      Senior Vice-Chairman:  The Senior Vice-Chairman shall be the Chairman-Elect and shall succeed to the Chair.  His duties shall be as assigned to him by the Chairman with the approval of the Board of Directors.  The Senior Vice-Chairman shall perform the duties of the Chairman in the event of his inability to serve.

          (c)      Vice-Chairmen:  There shall be two (2) Vice-Chairmen who shall be responsible for such duties as are individually assigned to them by the Chairman with the approval of the Board of Directors.

          (d)      Secretary-Treasurer:  The Secretary-Treasurer shall be in charge of the Association's funds and records and the seal of the Association. Such duties of the Secretary-Treasurer as may be specified by the Board of Directors may be delegated to the 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 Chairman.  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 Chairman.

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.

4.       No remuneration shall be paid to the Directors, and no remuneration shall be paid to any officer other than the Association President, whose remuneration shall be determined from time to time by the Executive.

ELECTION OF OFFICERS

5.       (a)      The Chairman shall appoint a Nominating Committee.  This Committee shall be normally chaired by the Immediate Past Chairman and shall include four (4) additional active members not holding office of whom not more than two (2) shall be Past Chairmen of the Association but one of whom should have served on the Nominating Committee the previous year.  This appointment shall be made not later than September 15th each year.

          (b)      The Nominating Committee shall prepare and submit to the members, nominations for each of the open elective offices of the Association by October 15th.  Any person so nominated shall have given his prior consent to nomination and election as an officer.  Additional nominations shall be accepted from the membership at large if they are presented to the Nominating Committee and signed by the person submitting the nomination, the nominee, and four members in good standing of the Association.

          (c)      All nominations shall close by November 1st of each year.  Upon the closing of nominations the Nominating Committee shall prepare a ballot containing the names of all nominees for office, and shall mail the ballot to all members of the Association.  Each member shall vote by placing an "X" opposite three candidates he selects for Vice-Chairman, the candidate with the most votes will become the Senior Vice-Chairman.  Each member shall also place an "X" opposite the candidate he selects for Secretary-Treasurer.

          (d)      The Association President shall deliver all ballots, received by him up to midnight November 30th, to the Chairman of the nominating committee.  That Chairman shall appoint three (3) scrutineers, members of his committee who shall count and tabulate the ballots.

          (e)      Upon the completion of tabulation the Chairman of the Nominating Committee shall report the results of the balloting in writing to the Chairman of the Association.  His report shall include the names of all members elected for the ensuing year.

ARTICLE 5 - EXECUTIVE & STAFF

1.       (a)      The Board shall employ a staff head who shall have the title of Association President and whose terms and conditions of employment shall be specified by the Board.  The 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.

(b)      As 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.

ARTICLE 6 - BONDED PERSONNEL

1.  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.

ARTICLE 7 - EXECUTIVE COMMITTEE

1.  The Executive Committee consists of the Chairman, Senior Vice-Chairman, two Vice-Chairmen, Secretary-Treasurer, Immediate Past Chairman, and the 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.

ARTICLE 8 – BOARD, STANDING AND SPECIAL COMMITTEES

BOARD COMMITTEES

1.       The Board of Directors may establish such committees as it deems necessary from time to time.  The membership of such committees shall be drawn form the Board of Directors.

STANDING COMMITTEES

2.       The following standing committees shall be appointed by the Board of Directors.

GOVERNMENT LIAISON COMMITTEE

3.       The Government Liaison Committee shall be responsible for all government related affairs and liaison with city council, Members of the Legislative Assembly, and Members of Parliament.

LABOUR & EDUCATION COMMITTEE

4.       The Labour & Education Committee shall be responsible for education, apprenticeship, health and safety, building standards, and labour relations.

STANDARD PRACTICES COMMITTEE

5.       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 COOLNet Alberta.

MEMBERSHIP COMMITTEE

6.       The Membership Committee shall be responsible for promoting the Calgary Construction Association and public relations.

SPECIAL COMMITTEES

7.       Special committees may be appointed by the Board of Directors to deal with subjects as may from time to time be deemed necessary.

ARTICLE 9 - SIGNING AUTHORITY

1.       (a)      Payments shall be made by cheque, signed by two of the following:  the Chairman or by one of the Elective Officers, and by one of the full time employees of the Association as the Chairman may designate from time to time.

          (b)      Contracts, agreements and other official documents of the Association shall be issued under the signature of the Chairman and the President.

ARTICLE 10 - MEETINGS OF DIRECTORS

1.       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 Chairman, or failing him, one of the Vice-Chairmen, 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.

2.       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.

3.       The Board of Directors may act notwithstanding any vacancy in their body.

4.       No member of the Board of Directors shall receive any remuneration for his services.

ARTICLE 11 - RESIGNATION AND REMOVAL OF DIRECTORS

1.       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 Association.

2.       Any member of the Board of Directors shall vacate office:

(a)      If he or the firm or corporation in which he is an executive officer or partner becomes bankrupt or insolvent or assigns for the benefits of or compounds with his creditors;

(b)      If he becomes lunatic or of unsound mind;

(c)      If by notice in writing he resigns office;

(d)      If he is removed from office by a special resolution of the Association;

(e)      If he is no longer an active member.

ARTICLE 12 - ARBITRATION

1.       Business matters in dispute between any members of the 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 is 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.

ARTICLE 13 - AUDITORS

1.       The auditors shall be appointed by the Association at the Annual General Meeting and shall hold office until the next Annual General Meeting.  The auditors shall make a report to the Association at the Annual General Meeting upon the books and accounts and the general state of Association finances.

ARTICLE 14 - SEAL

1.       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 Chairman, or one of the Vice-Chairmen, and such other person as sanctioned by the Board of Directors.

ARTICLE 15 - AMENDMENT OF THE BY-LAWS

1.       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.

ARTICLE 16 - INTERPRETATION

1.       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. 

Masculine terms may be construed as feminine where appropriate.

ARTICLE 17 - INSPECTION OF BOOKS AND RECORDS

1.       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.

ARTICLE 18 - DISSOLUTION

1.       The Association shall be one which does not contemplate financial gain or profit to its members, nor the distribution of gains, profits or dividends to such members and no part of the capital, assets or earnings of the Association shall benefit any of its members or any private individuals. In the event of dissolution of the Association, after paying or adequately providing for its debts and obligations, the Association shall devote any remaining assets to the carrying out of one or more of the objects of the Association if feasible, and if not, the Association shall dispose of such remaining assets of the Association to a not-for-profit organization with similar objects, or a Canadian charity or Canadian charities.  This provision shall be unalterable.