BY-LAWS

 

The name and title of this organization shall be the “ASSOCIATED GENERAL CONTRACTORS OF NORTH DAKOTA” and its official address shall be the City of Bismarck, North Dakota, subject to change by the Board of Directors, but meetings may be held in any town or city upon call of the President or by direction of the Board of Directors or a vote of the membership.

 

                                                                      ARTICLE II

 

The purpose and object for which this corporation was formed shall be to advance the construction industry in the State, to promote the welfare of its members, and the State of North Dakota, to secure adequate and proper legislation for the construction industry, to encourage and promote better construction methods, and in general to engage in such undertakings as will further and advance the commercial and social welfare of its membership, and all legitimate interests of the construction industry.

 

This organization shall have no capital stock.  It shall have all of the powers authorized by the corporation laws and statutes of the State of North Dakota for the necessary fulfillment of its corporate purposes and objectives.

 

                                                                      ARTICLE III

Section 1.  BOARD OF DIRECTORS.  The government of the corporation shall be vested in a Board of Directors consisting of nine members elected from the active membership, four members elected from the associate membership, the immediate past president and the National Director(s) of the Chapter.  A National Life Director shall serve as a member of the Board of Directors providing that person remains active on the Board of Directors.  Of the nine elected Directors from the active membership, three shall represent the Municipal/Heavy Division, three shall represent the Highway Division and three shall represent the Building Division.  (Effective 12/1/1995).  Insofar as possible, the various sections of the State should be recognized in the selection of Directors.  One-third of the Directors, representing active membership divisions, shall be elected for a period of one year, one-third thereof for two years and one-third thereof for three years, and thereafter at each annual meeting there shall be elected three active members who shall hold office for a period of three years.  Elected directors and officers must be from firms or companies holding a contractor membership in the AGC of North Dakota.  One-third of the Directors representing the associate membership division shall be elected for a period of one year, one-third for a period of two years, and one-third for a period of three years and thereafter at each annual meeting there shall be elected one associate member who shall hold office for a period of three years.  In electing associate members directors, consideration should be given to the business classification of each so that all classifications may be fairly represented.

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Section 2.  OFFICERS.  The officers of this organization shall be elected from the Board of Directors and shall be a President who shall be an active member, three Vice Presidents who shall represent each of the three active membership divisions, one Vice President who shall represent the Associate membership division and a Secretary-Treasurer, all of whom shall be elected by the Board of Directors from among the members, by a majority vote.  One of the three active Vice Presidents shall be designated as a Senior Vice President to succeed the President at the end of the President's term.  The Senior Vice President to succeed the President at the end of the President's term.  The Senior Vice President shall be so designated during the first or second year of his three-year Board of Director Term.  All Officers shall serve a period of one year or until their successor shall have been qualified.

 

Section 3.  DUTIES OF THE BOARD.  The duties of the Board of Directors shall be to pass on and elect applicants for membership, to supervise the business affairs of the organization, to fix compensation for services of all persons appointed by them, to authorize legal aid and advice as they may deem necessary to aid them or any committees in discharge of their duties.  The Board of Directors will fill any vacancies that may occur.  They may appoint such committees from their own members or from the general membership as will best serve the interest of the organization, and prescribe rules and regulations not contrary to the By-Laws of the organization.

 

Section 4.  NATIONAL DIRECTOR.  The Board of Directors shall place in nomination before the membership a candidate when such is to be elected for National Director of the AGC of America, Inc., with the provision that each individual member continues to vote for the office of national directorship according to the Governing Provisions of the AGC of America by secret ballot mailed directly

to each member by the National AGC Office, Washington, D.C.

 

Section 1.  The PRESIDENT shall preside at all meetings of the Association and of the directors and shall sign all certificates, agreements and other instruments of the Association and discharge all such other duties as may be required by the Association or by the Statutes of the State of North Dakota.  He shall assume his office and duties officially after installation at the annual banquet of the organization.

 

Section 2.  The VICE PRESIDENTS.  The Senior Vice President, in addition to his duties as Vice President of his occupational division shall perform the duties of the President upon his death, absence or inability to act.  In case it is necessary, the Senior Vice President is to assume the duties of the President, the Board of Directors will elect a new Vice President, and, if need be, appoint a new director to serve until the next annual meeting.  The Vice President representing each occupational division shall perform such duties in regard to such division as may be prescribed from time to time by the Board of Directors.

 

 

 

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Section 3.  The SECRETARY-TREASURER shall be the clerk of the

Association and of the Board of Directors, and shall also act as

custodian of the documents and records of the Association and shall sign all certificates, agreements and other instruments of the Association.

 

Section 4.  The EXECUTIVE VICE PRESIDENT of the Association shall assist the officers and directors of the Association in the management of the business and affairs of the Association, and shall have such authority and shall perform such duties as may be prescribed from time to time by the Board of Directors.  He shall also be the custodian of and disburse the funds of the Association as directed by the Board of Directors and shall give such bond as the Board of Directors shall determine.

 

Section 1.  The Board of Directors may establish an Executive Committee and designate such Standing Committees as are deemed necessary to the orderly operation of the entire Association and shall determine the duties of each such committee and the number of members and classification of members on each such committee.

 

Section 2.  The Executive Committee, when established, shall consist of the President, the four Vice Presidents and the Secretary-Treasurer.  It shall have such authority as may be delegated by the Board of Directors.

 

Section 3.  Members of Standing Committees shall be appointed by the President promptly following his election at an annual meeting and shall be subject to confirmation by the Board of Directors.  The original members of each such committees shall be appointed for terms as follows:  One-third of the committee members for a term of one year; one-third of the committee members for a term of two years; one-third of the committee members for a term of three years.  Subsequent appointments shall be for terms of three years except that in case of any vacancy on a committee for any reason, other than expiration of term of office, the President shall appoint a replacement for the remainder of the term vacated who shall be from the same classification as the predecessor and shall be subject to confirmation of the Board of Directors at its next regular or special meeting following such appointment.  Terms of office shall expire at the close of the corresponding fiscal year or at the annual meeting of the Association if such be at a later date.  The Board may replace any committee member because of his lack or participation on the committee.

 

Section 4.  The President shall designate one member of each committee as Chairman and another member as Vice-Chairman in making appointments for the original committees, giving consideration to the terms of office of each so that when the term of the designated Chairman expires, the Vice-Chairman will succeed him as Chairman for at least one year.  Thereafter, as a Vice-Chairman succeeds to the Chairmanship, or as such position may become vacated for any other reason, the members of that committee will elect their own Vice-Chairman.  Such election shall be held at the first meeting of the committee when such vacancy exists.

 

 

 

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Section 5.  Special Committees - "Temporary" and "Permanent".

 

(a)  The President shall recommend to the Board of Directors the establishment of such Special Committees as he deems necessary in the conduct of the affairs of the Association and shall be responsible for the activities of such committees.

 

(b)  The Vice President of each Division shall recommend to the Board of Directors the establishment of such Special Committees as he deems necessary in the conduct of the affairs of the Division he represents and shall be responsible for the activities of such committees.

 

(d)  The President or Vice Presidents, as the case may be, shall, depending upon the purpose of the committees which whey they are responsible, designate such committees as "Permanent" or "Temporary".

 

(d)  "Permanent" committees be established and regulated in the same manner as provided in Sections 2, 3 and 4 for Standing Committees except as otherwise provided in this section.

 

(e)  "Temporary" committees shall be established and appointments made entirely at the discretion of the President or Vice Presidents, as the case may be, and shall function in accordance with the directions of the originating officer and at his pleasure.

 

Section 6.  Joint Cooperative Committees may be formed and operated in the same manner as provided in Section 5 for Special Committees.

                                                                      ARTICLE VI

Section 1.  CONTRACTOR MEMBERS.  Members shall be general contractors who shall be duly elected to membership by the Board of Directors of the Association in the manner and under the conditions herein provided.  Only those general contractors shall be entitled to membership who have been engaged in the general contracting business for at least two years prior to making application for membership.  New firms or corporations shall be entitled to membership only in the event at least one executive thereof shall have had at least two years' experience in the general contracting business before becoming associated with the said new firm or corporation.  A general contractor is hereby defined as any individual, firm or other legal entity who, under contract with another party, undertakes to execute construction work in its entirety at least partly with his or her or its own forces.  Each member shall be restricted to only one vote in the affairs of the Association.

 

A firm, corporation, or other legal entity shall be treated as a single member for the purpose of voting and shall appoint a representative to cast its vote, but any executive of such firm, corporation or legal entity may be elected to office in the Association.  Corporations whose charters do not provide for membership in other organizations shall appoint an individual who shall be a member of this Association.

 

 

 

 

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Section 2.  PROVISIONAL MEMBERS.  For the purpose of developing qualified members and to provide better contact with prospective members, a Provisional Membership may be granted to General Contractors for not more than two calendar years under rules prescribed by the Chapter.  Such member is entitled to use the emblem, receive National AGC publications, and other services the National and the Chapter may prescribe but may not vote or hold office.

 

This membership classification does not include present or former Regular Members.

 

Section 3.  ASSOCIATE MEMBERS.  The designation "Associate Member" may be conferred by the Board of Directors upon any individual, firm, corporation, or other legal entity who is actively engaged in or concerned with the construction industry, is a participant in the National Associate Program and wishes to be affiliated with this Association.  (Firms not participating in the National Associate Program shall be designated Specialty Supplier Members). Such individuals, firms, corporations or other legal entities would include distributors of construction equipment, tools, materials or supplies, specialized contractors or surety bond or insurance agents who are willing to cooperate with this Association and maintain fair and proper standards in their relations with general contractors and their competitors.  Associate Members shall pay such membership fees or dues as may be determined by the Board of Directors subject to the provisions of Article VII, Section 3.

 

The Associate Division shall be organized into four categories:  Sub-contractors, equipment suppliers, material Suppliers and Related Industries.  Each year, at the time the annual dues are billed, each Associate Member shall indicate in which category he should be placed depending on the nature of his business.

 

Each Associate Member shall be restricted to only one vote in the affairs of this Association and shall not be eligible to vote on any matters relating to or involving the Associated General Contractors of America, Inc. or matters affecting only the business affairs of the active members.

 

A firm, corporation or other legal entity shall be treated as a single member for the purpose of voting and shall appoint a representative to cast its vote, but any executive or member of such firm, corporation or legal entity may be elected to office in the Association.  Corporations whose charters do not provide for membership in other organizations shall appoint an individual who shall be a member of this Association.

 

Associate Members shall be issued membership certificates from this Association and shall be entitled to use the special emblem for Associate Members of AGC.

 

Section 4.  SUB-CONTRACTORS.  This classification shall include those members who perform on-site construction using their own forces and who bid to General Contractors or perform work in some capacity other than as a prime contractor on at least 60% of their annual business.

 

 

 

 

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Section 5.  VISITING MEMBERS.  The term "Visiting Member" as used herein, shall be limited to a member firm operating temporarily within the occupational and territorial jurisdiction of the Chapter.  A "Visiting Member" shall not have voting rights in the business affairs of the Chapter.

 

Section 6.  HONORARY MEMBERS.  The organization may confer "Honorary Membership" upon such persons as in the judgment of its members this distinction may be worthily bestowed.  Names of such persons may first be proposed to the Board of Directors and have the approval of said Board before any action can be taken thereof.  If approved, the Directors will recommend favorable action by the organization at its next regular or special meeting when a majority vote of those present will be necessary for election.  There shall be no admission fee or dues attached to this class of membership

 

Section 7.  APPLICATION FOR MEMBERSHIP.  Application for membership must be made in writing upon the form adopted and provided by the organization, signed by the applicant and must be accompanied by the required amount to pay the minimum membership dues in force at the time of making the application.  It must have the written recommendation of at least one active member of the organization in good standing.  Application shall be acted upon by the Board of Directors at a regularly called meeting.  If two Directors object to the approval of the application, action on the application shall be tabled until the next Board of Directors' regular meeting.  At that time, action on the membership application shall be under the majority rule of the Board of Directors present.  If the applicant be a co-partnership, the application must be signed by one of its members in the firm's name.  If a corporation, the application must be signed by someone legally authorized to sign the name.

 

Section 8.  RENEWAL AND RESIGNATION OF MEMBERS.  Members wishing to resign from the Association should present their resignation in writing to the Board of Directors.  The Board will take action on the member’s request at its next regular scheduled meeting.  Members who have not resigned from the Association in accordance with these bylaws by December 31 of each year shall be deemed to have renewed their membership to the Association upon renewal.  A Member who resigns other than as of the beginning on any calendar year shall not be entitled to any refund or rebate in the Member’s dues for the applicable year.  Resignations, suspensions, or termination of membership during any year shall not reduce or otherwise affect the obligation of a Member to pay dues and other indebtedness owed to the Association.

 

Section 9.  SUSPENSION AND FORFEITURE OF MEMBERSHIP.  Any member of this organization who shall have been found guilty of willful violation of the Constitution and By-Laws of this organization or who, upon the written complaint of the Board of Directors, shall be found guilty of misconduct in his business relations to his fellow members or to the public, may be suspended from membership after a full and thorough investigation by the Board of Directors, and then only upon a two-third vote of the entire membership of the Board;

 

 

 

 

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Section 9.  SUSPENSION AND FORFEITURE OF MEMBERSHIP cont.

 

restoration to membership may be made only by regular application and ballot, the same as for new members and such application shall not be received until all dues or claims existing at the time of suspension shall have been paid in full.

 

                                                                     ARTICLE VII

Section 1.  OCCUPATIONAL DIVISION CLASSIFICATION.  Each active member of the Association may be classified in one or all of the following classifications, however the member must select one of the Divisions as his primary classification for voting purposes, holding office in the Division or serving on the Board of Directors.

 

                                                Master Builders Division

                                                Highway Division

                                                Municipal/Heavy Division

 

Such classification shall be based upon the amount and kind of construction work done by each member during preceding years and the ability of each member to do such work.

 

Should any member wish to change his primary classification, he may do so by making application, in writing, to the Board of Directors.  The application must include information relative to the amount and character of work performed so as to justify the classification change request.  The application must be submitted to the Board of Directors 30 days prior to the Annual Association Meeting.  Such classification change, if approved by the Board of Directors, shall be effective immediately.

 

All Associate and Specialty Supplier Members shall be classified into the Associate Division.

 

Section 2.  DUES.  The Contractor Members of the Association shall pay the Association minimum annual dues in addition to certain dues based upon the volume of work performed, both of which are particularly defined as follows:

 

(a)  Annual Dues:

Each contractor member of the Chapter shall pay minimum annual dues in the amount of a sum equal to the basic National Association dues, plus $150.00 based on the size of your firm.  In addition, minimum annual dues of $250.00 shall be paid to the North Dakota Associated General Contractors Chapter. Such dues shall be due and payable on or before the 15th of January of each year.

 

(b)  Provisional Member Dues: 

Each Provisional Member of the Chapter shall pay minimum annual dues in the amount equal to the basic National Association dues, plus $75.00 $125.00 (categories – Specialty contractor, Supplier/Service Provider).  Such dues shall be due and payable on or before the 15th of January of each year.  All firms joining the Association may, at the discretion of the Board, be classified as a Provisional Member for a period of time not to exceed two years.

 

 

 

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(c)  Volume Dues:

Dues based on the member's total volume of work shall be paid by the members in accordance with the schedule approved by the Board of Directors, but shall not exceed the following:

 

   .00120 of volume up to and including $4,000,000

            .0012 on volume up to and including $2,500,000

            .00132 on volume on $2,500,001 up to and including $5,000,000

            .0006325 on volume on $5,000,001 up to and including $10,000,000

.000330625 on volume of $10,000,001 up to and including $15,000,000

 

            Cumulative maximum annual volume dues = $11,115.63

 

Discretion granted to the Board to increase dues up to 15% in 1990 if financial status of the Association so warrants.

 

Single construction contracts awarded to member contractors that carry over for a period of more than two years, shall be billed at the rate specified in this Section for the amount of work completed each year.  Volume of work shall be computed between he months of November through November.

 

The volume dues shall be subject to a 5% discount if paid on or within 15 days of the date billed.  Discounts on delayed payments will not be allowed.  All volume dues accounts over 90 days old shall be subject to an interest payment the rate for which shall be set annually by the Board of Directors.

 

1.  A member of this Association shall not be assessed for volume dues based on work within the jurisdiction of another Chapter of the Associated General Contractors provided such member holds a membership in such other Chapter of AGC and is assessed dues on such work by that other Chapter of AGC.

 

2.  A member of this Association shall be allowed a reduction in volume dues based upon any work subcontracted to another Contractor Member of this Association.  For the allowed reduction in dues, the prime Contractor shall report all member sub-contractual work and the Association shall collect all applicable dues from the subcontractor member, so that adjusting credits and charges may be made.

 

(d) Visiting Member Dues:

1.  Minimum Dues:

All Visiting Members shall pay in respect to each and every fiscal year minimum dues of $150.00 $250.00.  Such dues shall be due and payable on or before the 15th of January of each year.

 

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2.  Volume Dues:

A Visiting Member shall be obligated to pay dues based upon the member's total volume of work during each fiscal year on the same basis as that provided in Section 2 of this Article for Active Members.

 

(e) Payment of Dues and Reporting:

Each member will be billed for volume dues as soon as the Association receives information as to the award of a contract to the member.  The member will have the option of paying such dues as hereinafter provided or as may be prescribed subsequently by the Board of Directors.

 

    (1)  Payment in full, on or within 15 days at a 5% discount,  or

 

    (2)  Payment monthly  the amount of dues  applicable to the payments  received  during  the previous  month on the particular  contract  or work  and  any other  work on              Volume  Dues  has  not  been  billed  or  paid.   Such monthly payments shall not be subject to discount.

 

(Nothing said about National dues here)Section 3.  ASSOCIATE/SPECIALTY SUPPLIER MEMBER DUES.  Associate/Specialty Supplier Membership Dues shall be due and payable on the 15th day of January of each year.  The annual dues shall be computed upon the volume of business the Associate/Specialty Supplier Member performs with the Active Membership during the previous twelve-month period ending November 30th of each year.

 

Annually, during the month of November, the Associate Division Board of Director Members shall review the Associate Division Membership annual dues assessment as per the volume schedule.

 

Specialty Supplier Member firms identified as having an occasional business relationship with the construction industry -- $150.00 dues per year.

 

Associate/Specialty Supplier firms generating less than $1 million of their revenue from the construction industry -- $200.00 dues per year.

 

Associate/Specialty Supplier firms generating more than $1 million of their revenue from the construction industry -- $300.00 dues per year.

 

Section 4.  FAILURE TO PAY DUES.  In case the dues of a member are not paid within 30 days from the date they become due, such member may be deemed delinquent and must be notified by the Secretary to that effect.  If, after such notice he shall neglect or refuse to pay within 30 days from the date thereof, such omission shall constitute a suspension from all rights and privileges of membership, provided that such suspended members may be restored to good standing in the organization by payment in full, within six months.  Otherwise such members can be considered only upon application as a new member, after six months.  Suspension in no way affects the obligation of the Member to pay dues or other indebtedness owing by the Member to the Association including dues going through the end of the calendar year in which the resignation is received.  The Executive Vice President is authorized to seek collection of unpaid dues for the entire applicable calendar year, whether or not the Member’s privileges were suspended during such year.

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ARTICLE VIII

Section 1.  ANNUAL MEETING.  The annual meeting of this organization shall be held at a time set by the Board of Directors for the election of the Directors, the transaction of any other business, the staging of any education programs and for the holding of an annual banquet, under the direction, regulations and rules, as may be prescribed by the Board of Directors.  The place of meeting shall be determined by the members of the Board of Directors.  No hospitality rooms shall be open during the period convention activities are scheduled.

 

Section 2.  REGULAR QUARTERLY MEETINGS.  Regular quarterly meetings, if necessary, shall be held by the Board of Directors upon call of the President.

 

Section 3.  SPECIAL MEETINGS.  The President shall call a special meeting of the Board of Directors upon his own motion or when so requested by a majority of the Board of Directors or when petitioned in writing, signed by no less than five members.  Notices for all special meetings shall be sent in writing by the Executive Vice President at least one week before such meeting is called, and object of such special meeting stated on the notice. 

 

The Board of Directors may call a special meeting of the membership by giving notice in writing at least ten days before the time fixed for such meeting stating purpose and place thereof.

 

Section 4.  QUORUM.  Fifty percent of the contractor members present and in good standing shall constitute a quorum, and they shall have full power for the transaction of all business.  A majority of members of the Board of Directors shall constitute a quorum for meetings of the Board of Directors.

 

                                                                      ARTICLE IX

Section 1.  NOMINATING COMMITTEE.  The Vice Presidents of each Occupational Division shall each year prior to the annual meeting appoint a nominating committee consisting of three active members. Each committee shall place in nomination the number of Directors to be elected representing its division.  However, this shall not prevent any further nominations from the floor.

 

Section 2.  ELECTIONS.  All elections for Board of Directors shall be by ballot and the nominee for each Division receiving the highest number of votes, cast by division members present, shall be declared elected.

 

                                                                      ARTICLE X

Section 1.  CHANGES IN BY-LAWS.  The membership shall have the power to repeal, alter or amend By-Laws and to enact new By-Laws as in their discretion are warranted, by a two-third majority vote of the members present at any annual or special meeting called for that purpose, provided that such proposed addition, alteration or amendment shall first be presented in writing to the Board of Directors who shall thereupon cause notice to be given to the membership of the proposal at least two weeks prior to the meeting at which such proposal shall be acted upon.

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ARTICLE X - Cont'd
Section 2.  CONDUCT OF MEETINGS.  "Roberts Rules of Order" shall govern the conduct of meetings of this organization.  A secret ballot may be called for by any member supported by five other members.

 

Section 3.  NOTICE OF MEETINGS.  Unless otherwise provided by vote of the membership, written or printed notice stating the day, place and hour of the annual meeting shall be given to each member not less than 14 days before the date of the meeting, by mail.

 

                                                                      ARTICLE XI

The Board of Directors may authorize any officer or officers, agents or specifically designated person to enter into contracts in the name of the corporation and such authority may be general or confined to specific instances.  No loan shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Checks, drafts and other orders for the payment of money shall be signed by such officer or officers or agent of the corporation as the Board of Directors may from time to time