NEW YORK CONSTRUCTION MATERIALS ASSOCIATION, INC.
Constitution and By-Laws Adopted October 1, 1998
Revised December 7, 1998
Revised January 4, 1999
Revised October 5, 2003
Revised and Ratified November 13, 2003
Amended and Restated November 3, 2010
NAME AND PURPOSE
Section 1. The name of this Association shall be the “New York Construction Materials Association, Inc.” hereinafter referred to as the “Association.”
Section 2. The Association shall be a not-for-profit corporation existing under the laws of the State of New York. The purposes of the organization will be to: (a) develop, classify and disseminate information concerning standards, specifications and any other matters of concern and interest to its members; (b) encourage and aid in the production of uniformly high-quality aggregate, ready mixed concrete and hot-mix asphalt for use in the construction trades, and; (c) promote the expanded and proper use of aggregate, ready mixed concrete and hot-mix asphalt.
Section 1. Membership in this Association shall consist of four categories, namely Active Members, Associate Members, Affiliate Members and Honorary Members.
Section 2. Active Members shall be any person, firm or corporation engaged in the production of aggregates, hot-mix asphalt or ready mixed concrete and doing business in the State of New York. Producers of more than one product shall pay dues and assessments on all products. Active Members shall maintain membership and pay dues and assessments for all corporate entities under common ownership or control.
Section 3. Each Active Member shall be entitled to one vote.
Section 4. Associate Members shall be any person, firm or corporation engaged in the manufacture or sale of machinery, supplies and other services or directly interested in the concrete, asphalt or aggregate industries but who does not produce ready mixed concrete, hot-mix asphalt or aggregates.
Section 5. Associate Members shall not have the right to vote.
Section 6. Affiliate Members shall be any person, firm or corporation engaged in the production of minerals other than construction aggregate and doing business in the State of New York.
Section 7. Affiliate Members shall not have the right to vote.
Section 8. Honorary Members may be elected to the Association upon a unanimous vote of the Board of Directors.
Section 9. The qualifications for Honorary Membership shall be that the individual proposed shall have rendered some distinguished service to the Nation, State of New York or to the Association or shall have been at some time a distinguished Active or Associate Member or an employee thereof.
Section 10. Honorary Members shall have no vote and shall pay no dues.
Section 11. No Member may withdraw from the Association until the Member has submitted to the President a written resignation, by certified or registered mail with return receipt requested, accompanied by remittance in full of all outstanding dues and assessments.
STRUCTURE AND ADMINISTRATION
Section 1. The Association will be structured to provide for separate Producer Councils representing aggregate, hot mix asphalt and ready mixed concrete. These Councils shall have the authority to select Directors, meet to discuss product-specific issues and conduct promotion activities specific to their product. Active, Associate, Affiliate and Honorary Members of the Association shall be eligible to participate in the Council(s) representing their business interests.
Section 2. There shall be accounts established for the funding of product-specific promotion activities. The monies in these accounts shall not be commingled with the general operating fund of the Association. The monies of each fund representing the product to be promoted shall be dispersed at the direction of the each Council. The Board of Directors shall receive regular reports of the activities and disbursements.
Section 3. Funding for the activities of the Association shall be from Member dues and assessments. Additional funding mechanisms will be permitted with the approval and oversight of the Board of Directors. The promotion funds (Article III, Section 2) may be funded with dues and assessments at the direction of the Board of Directors. Additional revenues to the promotion funds may be accepted from other sources or Member contributions in accordance with Article IV, Section 6.
Section 4. The creation of Committees shall be in accordance with the By-laws of the Association. Chairs of the Committees shall be Active Members in good standing, however other Members can serve as Chairs of the Committees upon a majority vote of the Board of Directors.
DUES AND ASSESSMENTS
Section 1. The dues and assessments of Active Members shall be as determined at each annual meeting of the Board of Directors, but shall be subject to ratification by a majority of the Active Members of the Association represented at the Annual Meeting.
Section 2. The dues of Associate Members shall be as determined from time to time by the Board of Directors.
Section 3. The dues of Affiliate Members shall be as determined from time to time by the Board of Directors.
Section 4. All dues and assessments shall date from the approval of an application for membership in the Association.
Section 5. Dues and assessments may be paid on an annual, semi-annual or quarterly basis.
Section 6. Any Member may make additional contributions to a designated Product Promotion fund. All outstanding dues and assessments must be paid before additional contributions are credited to the designated fund.
OFFICERS, DUTIES AND ELECTIONS
Section 1. The Officers of the Association shall be a Chairman, Vice Chairman, Treasurer and President, who shall also serve as the Chief Executive Officer.
Section 2. The Chairman, Vice Chairman and Treasurer shall be Active Members elected on a rotating basis from each Producer Council by a majority of the Members of the Association voting on such election.
Section 3. There shall be an Executive Committee consisting of the Chairman, Vice Chairman, Treasurer, Immediate Past Chairman and the President. The President and Chief Executive Officer will be employed by the Executive Committee subject to approval of the Board of Directors.
Section 4. The Chairman, Vice Chairman, Treasurer and President shall perform the duties ordinarily pertaining to their respective offices and such other duties as the Board of Directors may from time to time reasonably require of them.
Section 5. The Officers of the Association shall be elected at the Annual Meeting and shall hold office for a period of two (2) years until the second Annual Meeting following their election.
BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the Chairman, Vice Chairman, Treasurer, Immediate Past Chairman, President and additional Directors equally representing the Producer Councils elected as follows:
a) not less than three (3) or more than nine (9) Producer Directors and one (1) Associate Director (representing Portland cement producer members) to be representative of and elected by the members of the Concrete Producers Council,
b) not less than three (3) or more than nine (9) Producer Directors to be representative of and elected by the members of the Aggregate Producers Council,
c) not less than three (3) or more than nine (9) Producer Directors and one (1) Associate Director (representing asphalt cement producer members) to be representative of and elected by the members of the Asphalt Producers Council,
d) one (1) Affiliate Director,
e) one (1) Associate Director representing equipment manufacturers or suppliers to be elected by the Associate membership and
f) one (1) Associate Director representing professional services companies to be elected by the Associate membership.
Section 2. Each member of the Board of Directors must be a duly authorized representative of a Member of this Association in good standing. There shall be an Executive Committee of the Board of Directors comprised of the officers as set forth in Article IV, Section 3 of this Constitution.
Section 3. The Board of Directors shall have the power to amend the By-laws of the Association, provided that a majority of the Directors vote in agreement on such amendment. Any such amendment is to be effective only after ratification by a majority vote of the Active Members of the Association voting on such amendment. The Board of Directors shall have the power to act for the Association between meetings of the Association, to disburse all funds and to do all things necessary for the promotion, welfare and interest of the Association.
Section 4. The Executive Committee shall pass upon applications for membership for the Active, Associate and Affiliate categories, and applicants shall be made Members of the Association upon a majority vote of the members of the Executive Committee. Honorary memberships shall be subject to a unanimous vote of the Board of Directors. The President is empowered to secure a vote by any reasonable means, including electronic correspondence, upon applications for membership between meetings of the Board.
Section 5. The Board of Directors shall have the authority to expel any Member of the Association for failure to timely pay dues and assessments or for failure to comply with the By-laws of the Association. Upon taking such action, the Board of Directors shall inform the accused Member and grant to him the right to appear before the Board in his or her own behalf. Such expelled Member may require, by giving due notice to the President within twenty (20) days from the date of expulsion by the Board of Directors, that a Special Meeting of the Members be held to act upon his or her appeal from the judgment of the Board of Directors. It shall then be the duty of the Board to call a Special Meeting of the Members of the Association at which meeting the appeal of said expelled Member will be heard and by a majority vote of the Association shall either affirm or disaffirm the action of the Board of Directors.
Section 6. The Board of Directors, or the Executive Committee, may appoint or elect subordinate officers and fix their duties, titles and compensation and may appoint any other person to perform any of the duties of any of the general officers during the absence or disability or disqualification of any such officer or fill vacancies in any office occurring for any reason whatever, all such actions shall require approval by a vote of a majority of the Members of the Association voting on such action.
Section 7. The Board may authorize the appointment of regular standing committees. The Chairman may, from time to time, appoint other committees for such purposes and to serve for such periods as he shall deem necessary.
Section 8. The term of office for members of the Board of Directors shall be two (2) years.
Section 9. Any Director who has served the full term for which he was elected shall be ineligible to succeed himself within one (1) year. In the event an Officer or Director is unable to complete or fulfill his or her term of office, the Chairman, with the approval of the Board of Directors, may appoint a Member of the Association to fill the vacancy. Should the Immediate Past Chairman become unable or ineligible to serve out a term, the Chairman may appoint the preceding Past Chairman to fill the vacancy.
Section 10. Past Chairmen shall remain as active Directors for two (2) terms following their elected term as Chairman.
Section 1. The annual meeting of the Association shall be held in the State of New York at a date, time and place to be fixed by the Board of Directors. Notice of such annual meeting shall be delivered personally or by mail to each Member entitled to vote at the meeting at least thirty (30) days, but no more than fifty (50) days, prior the date of the annual meeting. The purpose of the annual meeting is to transact such business as may properly come before the meeting. Any and all notices of such meeting may be waived by any Member by written waiver, including by electronic means, or by attendance thereat, whether in person or by proxy.
Section 2. Special meetings of the Association may be called by the Chairman and shall be called upon a majority vote of the Board of Directors or upon the written request of a majority of the Active Members.
Section 3. Except as otherwise provided by law, the certificate of incorporation or these by-laws, notice of any special meeting shall be delivered personally or by mail to each Member entitled to vote at the meeting at least thirty (30) days, but no more than fifty (50) days, prior the date of the meeting. Notice of any special meeting of the Association shall contain all information required by the relevant law in effect at that time. Any and all notices of such meeting may be waived by any Member by written waiver, including by electronic means, or by attendance thereat, whether in person or by proxy.
Section 4. Except as otherwise required by statute, notice of annual or special meetings shall be provided to each director in any reasonable manner, including electronic mail, at least ten (10) days before the day on which the meeting is to be held. A director can waive notice of any meeting either before or after the time of such meeting.
Section 5. Any action required or permitted to be taken by the Members of the Association thereof may be taken without a meeting if all of the Members of the Association consent in writing to the adoption of a resolution authorizing the action. Members of the Association may use electronic mail as constituting that Member’s vote and written consent on any matter, in accordance with the New York Electronic Records and Signatures Act, provided that the electronic mail contains the name of the Member and sufficient information to determine its purpose.
Section 6. The Board of Directors from time to time may provide by resolution for regular stated meetings of the Directors and upon the passage of such resolutions such meetings shall be held without notice at the stated time and place.
Section 7. Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 8. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all of the members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. Members of the Board or any committee may use electronic mail as constituting that member’s vote and written consent on any matter, in accordance with the New York Electronic Records and Signatures Act, provided that the electronic mail contains the name of the member and sufficient information to determine its purpose.
ORDER OF BUSINESS
Section 1. The order of business at the meetings of the Association or at the Meetings of the Board of Directors shall be:
(a) Call of Roll
(b) Approval of Minutes of previous Meeting
(c) Membership and Financial Reports
(d) Report of the Councils
(e) Report of Committees
(f) Old Business
(g) New Business
Section 2. Roberts Parliamentary Rules of Order shall be recognized as the standard authority of the Association.
Section 1. Twenty five percent (25%) of all Members eligible to vote, represented either in person or by proxy, shall constitute a quorum at a meeting of the Members of the Association for the transaction of any business.
Section 2. A quorum of the Board of Directors shall consist of a majority of its members.
Section 1. Votes may be cast by proxy at the Meetings of the Association but no proxies shall be cast or voted at the Meetings of the Board of Directors.
NO CAPITAL STOCK OR PROFIT
Section 1. The Association is organized without capital stock and no dividend or pecuniary profit shall be declared or paid to any of its Members.
Section 1. The By-laws of the Association may be altered, modified or repealed at any meeting of the Association by affirmative vote of a majority of the Active Members voting on such action, provided due notice was given as to the proposed alteration, modification or repeal.
Section 1. The Association may be dissolved using any procedure and method available under the Laws of the State of New York at the time of dissolution. Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified non-profit organizations to be selected by the Board of Directors, provided that such organizations have similar purposes as the Association.