By-Laws

CALGARY CONSTRUCTION ASSOCIATION

BYLAWS

Revised and Approved March 8, 2017

  1. 1.         STATUS

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

NAME

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

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 local construction industry

PURPOSE

The objects of the Calgary Construction Association are: 

a)           to join in one Association all persons, firms and corporations who are interested in the building and construction industry of the Calgary region in Alberta;

b)           to promote excellence in the construction of buildings and honourable practice in the conduct of business;

c)           maintain and improve good relations within its membership; to provide a forum for Members to exchange views and network with each other;

d)           assist its Members in identifying business opportunities within the construction industry and to help create business opportunities through encouraging economic development;

e)           to be the voice of the local construction industry in Calgary and to support the Alberta Construction Association and the Canadian Construction Association in their government advocacy initiatives at the provincial and federal levels, respectively;

f)            maintain and improve good relations between Members and purchasers of construction services, consultants, all levels of government, other related associations and industries and the general public;

g)           encourage the purchasers of construction to use goods and services offered by the Members of the Association;

h)           promote the development, implementation and improvement of safe working practices and procedures on construction projects for the safety and well-being of its Members and others;

i)            acquire and disseminate, to its Members and others, information concerning the construction industry;

j)            to produce and/or promote standard, transparent and equitable forms of contract and construction documents; and to encourage or enable the settlement of disputes by arbitration, where appropriate;

k)           promote ethical practices and the use of standard documents between its Members and between its Members and purchasers of construction goods and services;

l)            promote construction and improve standards in the Construction Industry for the benefit of its Members;

m)         advance and develop education and training programs for the benefit of its Members and to encourage and promote an apprenticeship system for the Construction Industry; and

n)           to investigate, encourage and promote innovations that improve the construction industry.

OPERATIONS

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

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 Construction Association shall apply to this Association to the extent that they are not in conflict with these by-laws.

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 Construction 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

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

1.02     The following persons, firms or corporations are eligible for membership in their respective classes:

Active Member

(a)      A person, firm or corporation engaged in the construction industry or carrying on a business for the purpose of providing service(s) or material(s) 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 overall coordination of a 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 who provide materials and manufactured goods necessary for construction.

Allied Professional Service

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

Associate Member

(b)      A person, firm or corporation 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.

Honourary Member

(c)         Honourary 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/her to the Association or to the industry. No Honourary 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/she be capable of holding office as Chair, Sr. Vice-Chair, Vice-Chair, Secretary-Treasurer, or Director.

Life Member

(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.

1.03     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

1.04     Every applicant for Active or Associate membership in the Association shall complete a form adopted and provided by the Association.

1.05     Every application for membership must be accompanied by the appropriate fee.

1.06     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 application fee paid by the applicant shall be refunded.

RESTRICTION

1.07     Membership in the Association is not transferable.

MEMBERSHIP FEES

1.08     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.

1.09     The membership fee 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.

1.10     If any member fails to pay their membership fee 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 they 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

1.11     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 Practice, Code of Ethics, any of the rules, policy statements, resolutions or By-Laws of the Association.

WITHDRAWAL OF MEMBERS

1.12     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

2.01     (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 Association membership.

Article 3.    MEETINGS OF MEMBERS

3.01     (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 Board of Directors, who may add such items to the agenda to be dealt with as may be necessary.

NOTICE OF MEETINGS

3.02     Fourteen days’ notice, specifying the place, the day and the hour of any Special General Meeting and the general nature of the business to be transacted shall be given to the members.  The accidental omission to give notice of a Special General Meeting or the non-receipt of the notice by any member shall not however invalidate the proceedings of any resolution passed at a Special General Meeting.

(a)   A notice may be given to a member personally, by mail, by email or by facsimile to the member at the member’s address, email address or facsimile number, as in the Association’s Register of Members.

(b)   A member must promptly and in writing notify the Association of any change in the member’s name, address, authorized representative, email address, facsimile or telephone number(s).

(c)   A notice sent by the Association to a member is deemed to have been received:

          (i)   Two (2) days after being mailed; or

         (ii)   Twenty-four (24) hours after being sent by email or facsimile.

 

NOTICE OF MOTION

3.03     Any member desiring to make a motion at any Special 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 SPECIAL GENERAL MEETING

3.04     No business shall be transacted at any Special 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.

3.05     The Chair, and in his/her absence, the Senior Vice-Chair or either Vice-Chair, shall preside as Chair at every Special General Meeting of the Association.  If the Chair and all the Vice-Chairs 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 Chair of the meeting.  The Chair, with the consent of the meeting, may adjourn any meeting from time to time.

VOTING AT SPECIAL GENERAL MEETINGS

3.06     Every active member shall have one vote.

3.07     At all Special 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 Chair, the Vice-Chairs, and the Secretary-Treasurer (which shall be taken by ballot in the manner hereinafter provided).  At any Special General Meeting a ballot may be demanded on any question by the Chair 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 Special General Meeting, the Chair shall be entitled to a deciding vote.

3.08     A firm or corporation 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 firm or corporation at a Special General Meeting.

Article 4.    BOARD OF DIRECTORS

4.01     (a)      The management and administration of the affairs of the Association shall be vested in a Board of Directors consisting of the Chair, a Senior Vice-Chair, two Vice-Chairs, a Secretary-Treasurer, Past Chair and one Director for each trade or business section of the membership and up to twelve Directors at Large.  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 Chair, Vice-Chairs 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

4.02     (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 at a Special 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.

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

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

          (c)      Vice-Chairs:  There shall be two (2) Vice-Chairs who shall be responsible for such duties as are individually assigned to them by the Chair 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/her staff.

As Treasurer he/she 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/she 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 Chair.  At the end of each fiscal year, as Treasurer, he/she shall prepare an annual report which shall reflect an audit of a certified public accountant or auditing firm.  At the expiration of his/her term of office, he/she shall deliver over to his/her successor all books, money, and other property in his/her charge, or, in the absence of a successor, he/she shall deliver such properties to the Chair.

As Secretary of the Association, he/she shall be responsible for the proper distribution of notices to the members.  He/she shall see to the proper recording of proceedings of meetings and carry into execution all orders, votes and resolutions, not otherwise committed.  He/she shall see that accurate records are kept of all members.

4.04     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

4.05     (a)      The Chair shall appoint a Nominating Committee in a timely manner.  This Committee shall be normally chaired by the Immediate Past Chair and shall include no fewer than four (4) additional active members of whom not more than ) three (3) shall be Past Chairs of the Association but one of whom should have served on the Nominating Committee the previous year.  The nominating Committee must ensure there are sufficient qualified candidates to fill all the positions of the Executive Committee.

          (b)      The Nominating Committee shall prepare and submit to the members, nominations for each of the open elective offices of the Association.  Any person so nominated shall have given his/her 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 six (6) members in good standing of the Association.

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

(d)         The election of the Association Executive will be held in the fourth (4th) quarter of each year. 

(e)         Upon the completion of the election the Chair of the Nominating Committee shall report the results of the ballot in writing to the Chair of the Association.  His/her report shall include the names of all members elected for the ensuing year.

Article 5.    EXECUTIVE & STAFF

5.01     (a)      The Board shall employ a staff head who shall have the title of President and whose terms and conditions of employment shall be specified by the Board.  The President shall be responsible for all management functions.  He/she shall manage and direct all activities of the Association as prescribed by the Board of Directors and shall be responsible to the Board.  He/she 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/she 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/she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his/her judgement, be in the best interest of the Association.

Article 6.    BONDED PERSONNEL

6.01     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

7.01     The Executive Committee consists of the Chair, Senior Vice-Chair, two Vice-Chairs, Secretary-Treasurer, Past Chair and the President.  This committee shall define and direct the role and responsibility of the senior staff member, the appointed committees, and association services. 

Article 8.    BOARD, STANDING AND SPECIAL COMMITTEES

8.01     BOARD COMMITTEES

The Board of Directors may establish such committees as it deems necessary from time to time.  The membership of such committees shall be drawn from the members, and should include one Association Director. 

8.02     STANDING COMMITTEES

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

8.03     GOVERNMENT LIAISON COMMITTEE

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.

8.04     CONSTRUCTION CAREER DEVELOPMENT COMMITTEE

The Construction Career Development Committee shall be responsible for the promotion of building careers in the construction industry. 

8.05     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 COOLNet Alberta.

8.06     YOUNG CONSTRUCTION LEADERS COMMITTEE

The Young Construction Leaders (YCL) Committee enhance the industry by providing a sustainable platform for Calgary’s young construction leaders to build relationships, exchange ideas and create community through social, educational and outreach initiatives.

8.07     WOMEN IN CONSTRUCTION (WIC) COMMITTEE

The Women in Construction (WIC) Committee share a common goal of supporting, educating and mentoring women in construction. 

8.08     MEMBERSHIP COMMITTEE

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

8.09     SPECIAL COMMITTEES

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

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

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

Article 10.            MEETINGS OF DIRECTORS

10.01   The Board of Directors shall meet at such time and place as may be agreed upon and may adjourn any meeting at pleasure.  Ten (10) 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 Chair, or failing him/her, one of the Vice-Chairs, shall act as Chair at all meetings of the Board of Directors.  Failing these, the Board of Directors shall elect a Chair from its number.

10.02   Any four (4) 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.

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

10.04   No member of the Board of Directors shall receive any remuneration for his/her services.

Article 11.            RESIGNATION AND REMOVAL OF DIRECTORS

11.01   If any officer during the course of their term of office be unable to attend to their duties or resign or otherwise be removed from office, a member in good standing shall be appointed by the Board of Directors to fill the position until the next Annual General Meeting of the Association.

11.02   Any member of the Board of Directors shall vacate office:

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

(b)      If he/she becomes insane or of unsound mind;

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

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

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

Article 12.            ARBITRATION

12.01   Business matters in dispute between any members of the Association and other  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 Chair. 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

13.01   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

14.01   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 Chair, or one of the Vice-Chairs, and such other person as sanctioned by the Board of Directors.

Article 15.            AMENDMENT OF THE BY-LAWS

15.01   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 the Annual General Meeting or a Special General Meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given at least )fourteen (14) days prior to the said meeting.

Article 16.            INTERPRETATION

16.01   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/her to the Calgary Construction Association as at the 31st day of January. 

Article 17.            INSPECTION OF BOOKS AND RECORDS

17.01   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

18.01   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.