NAME
The Northumberland Builders and Construction Association Inc.
Section 1 – The Association shall be known as Northumberland Builders and Construction Association Inc. (Incorporated April 2019)
PLACE
Section 2 – The Head Office of the Association shall be 3-21 King Street West, Cobourg, Ontario. Subject to change by member majority vote.
OBJECTIVES
Section 3 – (a) To foster and advance the interests of those who are engaged in any branch of the construction industry. (b) Public and private advocacy, an independent third-party to hear members concerns and bring them forward (c) To represent the members of the Association in any matters pertaining to the construction industry, and to enter into such agreements as may appear to be in the best interest of the members, both safety and business practices. (d) Maintain and promote high standards in the construction industry. (e) To promote suitable and desirable legislation affecting the industry in all its branches, and to provide liaison with Governments for any contemplated legislation by municipal, provincial or federal authorities, insofar as the same may affect the construction industry. (f) To achieve a closer relationship and a better understanding between the various branches of the industry and to improve and bring about a great uniformity in the customs, usages, methods and practice of those engaged in the construction industry. (g) To provide for the dissemination of information of use to Association members. (h) To do all such things as may directly or indirectly seem to be incidental, conducive, convenient or proper for the accomplishment of the purposes of the attainment of the objectives of the Association, or expedient for the protection or benefit of the members (i) provide facilities for training, client meetings, and member space as required.
MEMBERSHIP
Section 4 – (a) Membership in the Association shall be open to any person or firm engaged, either directly or indirectly, in the construction and building industry, subject to approval from board of directors. For clarification as to benefit entitlement, the member firm as well as their employees are considered to be members and entitled to all Association services and benefits. The initiation fees, dues and assessments shall not be discriminatory. Membership shall be divided into two classes, voting (full member, plus lifetime members) and associate members.
(b) Membership in the Association shall not be open to any government organization, organization of employees formed for purposes that include the regulation of relations between employees and employers nor to any individual, firm or corporation controlled or directed by such organization.
VOTING MEMBERS (Full Members)
Section 5 – Voting members shall be divided into two groups, Active and Life. An active member shall be a person or firm who has filled the requirements for membership as outlined in Section 4 and shall be General Contractors, Trade Contractors, Sub-contractors, Mechanical & Electrical, all contractors whose responsibility customarily lies withing the mechanical or electrical sections of specifications and consultants. They shall be entitled to all the privileges of the Association. An active member shall have one vote only in the affairs of the Association. (b) Life Members –Life membership in the Association will be granted at the sole discretion of the Board of Directors as an expression of appreciation for distinguished services to or in the interests of the Association. There shall be no ongoing fees attached to Life Membership. There is a one-time fee of $500 for a Lifetime membership which can be waived by unanimous Board of Directors vote. You cannot be a Life member and a voting member representative at the same time. Life Members shall at all time have a voice in the affairs of the Association and shall be eligible to hold office, only one Life member permitted on the board at any given time.
NON-VOTING MEMBERS (Associate Members)
Section 6 – Any group of individuals, firms or corporations engaged with our members in the construction industry, shall be eligible for membership in this Association under such terms and conditions as may be determined by the Board of Directors. In any case, such a group of individuals, firms or corporations shall not have a vote in the affairs of the Association. These include but are not limited to, manufacturers, suppliers, service and professionals (Architects, Engineers, Insurers, Banks etc.)
APPLICATION FOR MEMBERSHIP
Section 7 – Application for membership shall be made in the following manner: (a) In either electronic or hardcopy format with all membership required information as stipulated by the Board of Directors inclusive with acknowledgement of the Association’s By-laws regarding Obligations of Membership. The application to be accompanied by the amount of the initiation fee, annual dues, PAD form is required and any other special assessment in force at the time of application. (b) Any application shall be presented to the Board of Directors for approval.
OBLIGATIONS OF MEMBERSHIP
Section 8 – All members of the Association are expected to abide by ethical and industry standard best practices and shall be subject to the By-Laws and abide by such rules and regulations as may from time to time be established, either by the Association. Members will be required to acknowledge receipt of and understanding of the Association’s By-laws and any rules or regulations that have been established. Members agree to operate their firm in accordance with the spirit and intent of these By-Laws, rules and regulations. Violation by any member of any of the by-laws, rules or regulations is subject to disciplinary action as set out in Section 29 of these by-laws.
BOARD OF DIRECTORS COMPOSITION
Section 9 – The business of the Association shall be conducted and managed by a Board of Directors consisting of 5 board of director members, one who will be given title of President and 4 members, with a limit of one lifetime member. Directors shall be elected by the membership as set out in this By-Law, see Schedule A.
ELECTION OF BOARD OF DIRECTORS
Section 10 –A total of 5 Directors. A representative of a firm shall only be eligible to serve on the Board of Directors if he or she is an Executive Officer of the firm being represented. An Executive Officer shall mean a Corporate Officer or Manager; a person holding an important position in an Executive capacity with discretionary authority; or a person acting as the local agent or branch representative of a member corporation. The Nominating Committee will establish a slate of Candidates to fill the 2 designated Board of Director positions. This slate will be published and circulated to all members at least 21 days prior to the meeting. Independent nominations shall require the support of 5 members and be submitted to the Executive Director at least 14 days prior to the Section election meeting. No nominations from the floor will be accepted. If independent nominations are received, these individuals shall become candidates, and their names shall be placed on a ballot. The individual with the highest votes will assume the Director position as per the dates on the electoral schedule. The Directors shall serve without remuneration and shall hold office for 3 years from the Annual Meeting until the next Annual Meeting. Section 15 – The Office of a Director shall automatically be vacated if the Director: (a) becomes bankrupt, or suspends payments or compounds with creditors, or makes an assignment for the benefit of creditors. (b) ceases to be a member of the Association or the corporation, company or partnership the Director represents ceases to be a member of the Association or terminates the employment of its representative. (c) Notifies the Association in writing of his/her resignation. (d) is absent from three (3) or more meetings, without reasonable justification. (e) In the event of the death of a Director or his/her inability or incapacity to act from any cause whatever or other casual vacancies in the board of Directors, the same may be filled for the unexpired term by the other members of the Board or a replacement director may be appointed by the Board for the unexpired term from among the Active members of the Association. (f) The Board of Directors shall meet on at least 4 occasions between the Annual Meetings at such time and place as may be determined by the Chair.
EXECUTIVE OFFICERS & EXECUTIVE COMMITTEE
Section 11 -The new Board of Directors will elect a new president for a one-year term.
DUTIES OF OFFICERS
Section 12 – The affairs of the Association shall be managed in the best interests of the construction industry and the membership at large.
CHAIR OF THE BOARD – President
Section 13 – The Chair of the Board shall be the senior elected official of the Association and, as such, shall assume general supervisory responsibilities of the Association, its officers, directors and the Senior Staff person. The Chair shall preside at all board meetings, Executive Committee meetings, the Annual Meeting and any other meetings deemed necessary. The Chair shall sign all required documents, be an ex-officio member of all committees and perform any other duties that can reasonably be expected of the Association’s senior official.
EXECUTIVE DIRECTOR
Section 14 – The Executive Director of the Association shall be the Senior Staff person of the Association and, as such, shall spend his or her time and effort in organizing and promoting the business of the Association, hired by the Executive Director. The Executive Director shall communicate with all levels of government, agencies, groups and individuals as required and, in such manner, so as to reflect the best interest of the Association at all times. The Executive Director shall ensure the Association has an effective committee system; that the Administrative function is well organized and responsible for the personnel employed therein; that all required publications and documents are produced or maintained effectively as required and that the building is managed and maintained effectively and efficiently.
SIGNING OFFICERS
Section 15 – All Board of Director members, Executive Director and office manager shall be signing officers and shall be authorized to sign cheques and attend to all banking matters. It is necessary for any two of these officers to sign cheques and documents.
BONDS
Section 16 – The signing officers and staff of the Association shall be bonded in such sum as the Board of Directors may from time to time direct.
POWERS OF THE BOARD
Section 17 – (a) The Board of Directors shall have power to make, alter and repeal all By-Laws necessary for the due regulations of the affairs of the Association but subject to the approval of the same at the next General Meeting of the Association, or at a Special Meeting which may be called for this purpose. (b) The Board of Directors shall have power to employ or discharge and fix the compensation of all persons appointed to perform any duty for them. (c) They shall have power to pass and approve payments of all accounts. (d) They shall have power to determine the annual fees of the Association. (e) They shall have power to borrow money upon the credit of the Association in such amounts and upon such terms as may be deemed necessary. They may hypothecate, mortgage, charge, transfer or pledge any or all of the real or personal property, including book debts and unpaid calls, rights, powers, undertakings or franchises of the Association, to secure any such bonds, debentures, stocks, or other securities or any liability of the Association. (f) They shall have the power to hold real estate and property on behalf of the Association. (g) The board reserves the right to appoint a new member should there become a vacancy.
ACCOUNTANT
Section 18 – An accountant or firm of auditors shall be appointed at the Annual Meeting to make an annual notice to reader ( under 25 members) or review (over 25 members) of the financial statements, all accounts, books and vouchers of the Association and shall submit same to the Board of in time for the Annual Meeting.
ANNUAL & GENERAL MEETINGS
Section 19 – The Annual Meeting of the Association shall be held the first business day of March. A minimum of 14 days’ notice shall be communicated to the members, but the non-receipt of such notice by any member shall not invalidate the proceedings of any General Meeting.
Section 20 – Other meetings of the Association shall be held at the discretion of the Board of Directors, at which time the affairs of the Association may be discussed for the benefit of its members.
Section 21 – Should 10 or more members request a General Meeting of the Association in writing or via email, for the purpose of discussing a specific item or group of items, the Chair shall call a meeting accordingly. Five clear days’ notice shall be given to the membership and only the specific item(s) shall be considered.
Section 22– All notices of meetings required to be given by the By-Laws of the Association shall be sent by mail or electronic means.
QUORUM
Section 23– (a) 3 of the Directors present at a meeting thereafter shall constitute a quorum of the said Board. (b) 3 members present at any General Meeting of the Association shall constitute a quorum. If a quorum should not be present at the time specified for a meeting such meeting shall be adjourned.
VOTES
Section 24 -(a) Every voting Member shall have one vote. (b) At every meeting of the Association a resolution put to the vote of the meeting shall be decided by a majority of the members present entitled to vote.
PROXY
Section 25 – Voting at the Annual Meeting may be in person or by a duly appointed proxy. No write-in votes shall be allowed. Official proxy forms shall be available from the Executive Director. Proxies must bear the signature of the appointer and shall be attested by at least one witness. No person shall be appointed a proxy who is not a member of the Association. Duly completed proxies must be delivered to the office of the Executive Director of the Association at least 3 days prior to the Meeting for which it is intended to be used.
FEES AND DUES
Section 26– The annual dues of Active members shall be determined by the Board of Directors.
RESIGNATIONS
Section 27 – Should a member wish to withdraw or cancel his/her membership with the Association, the member shall pay all outstanding dues for the remainder of the annual term up to the date of the resignation, present the resignation in writing to the Board of Directors and return any membership certificate which has been issued.
NON-PAYMENT OF DUES
Section 28 – (a) If any member shall fail to pay within three months after same have become due, notice by mail or by electronic means shall be sent and if after such notice the dues be not paid within thirty days, such member shall be suspended from all privileges of membership. The Board of Directors may, for cause deemed by it sufficient, extend the time for payment and for the application of these penalties, and may reinstate such member upon payment of all arrears. (b) No member who is in arrears with dues shall be entitled to vote. (c) If a member continues in arrears of membership dues after notice has been given and after the end of an extension of time for payment granted by the Board of Directors; if any, then the membership shall be cancelled.
DISCIPLINARY ACTION
Section 29 – If any member of the Association is accused of violating ethical and industry standard best practices or these By-Laws or any such rules and regulations set by the Association in a manner that is detrimental to his/her fellow members the member shall be invited to appear before the Board of Directors. If the Board finds the accusation is substantiated it may suspend, expel or otherwise discipline the accused member. If the accused member declines to appear at the appointed time the Board of Directors may proceed to take such action as it may see fit.
DISSOLUTION
Section 30 – In the event the affairs of the Association are to be terminated, or on the dissolution of the Association in any manner by law, then after discharge of all Association debts and liabilities, any remaining assets shall be distributed to Habitat for Humanity Northumberland.
SCHEDULE A
Electoral Schedule to be updated at the annual meeting to reflect the new composition of the board.
Electoral Schedule:
Term 1- Keith Herring: March 1st, 2020-February 28th, 2021
Term 2- Jeremy Macklin: March 1st, 2020- February 28th, 2022
Term 3- Shawn Davis: March 1st, 2020-February 28th, 2023
Term 4- Anthony Dew: March 1st, 2020-February 28th, 2024
Term 5- Brad O’Neill: March 1st, 2020-February 28th, 2025
Term 6- TBD: March 1st, 2021-February 28th, 2026
Term 7- TBD: March 1st, 2022-February 29th, 2027
