Revised: June 2013
ASA Chicago By-Laws
ARTICLE I - NAME
The name of the Association shall be "ASA-Chicago."
ARTICLE II - PURPOSE AND OBJECTIVE
The purposes for which this association is formed are:
a) To deal with trade and promotional problems of building construction industry subcontractors in the Chicago Metropolitan area;
b) To improve employee-management relations and to strive for reasonable and equitable solutions to problems of labor;
c) To cooperate with the general contractors of the building construction industry and their associations, with existing associations of subcontractors, and with organizations representing the building trades in all lawful matters of interest to those in the building construction industry;
d) To act as a trade association for the industry and to perform services which can better be performed as a group than separately; and
e) To perform any other lawful acts to help those in the building construction industry to better serve the public, and to promote the expansion of the building construction industry.
ARTICLE III - MEMBERSHIP
Section 1. Membership
There shall be Subcontractor Members, Associate Members, Related Company Members and Sustaining Members, each of whom shall be an established person, firm, partnership or corporation which is actively engaged as a subcontractor or as a supplier or party related to the subcontracting industry in the Chicago Metropolitan area or in other areas as the Association may from time to time designate.
a) Subcontractor Members
Any established person, firm, partnership or corporation which is actively engaged as a subcontractor in the building construction industry, which member shall have the right to vote and hold office. Membership shall renew annually.
b) Associate Members
Any established person, firm, partnership or corporation which is actively engaged in the business of furnishing materials, supplies, services and equipment to subcontractors covered by Section 1(a) hereof shall be eligible for Associate membership. Associate members shall enjoy all of the privileges of membership and shall be entitled to hold office in the Association, except that at all times, a majority of the officers must be comprised of regular members. Associate members shall have the right to vote. Membership shall renew annually.
c) Related Company
Members Any established person, firm, partnership or corporation qualifying for subcontractor or associate membership which is owned to the extent of 50% or more by subcontractor or associate member shall qualify as a "related company” member at reduced dues to be established from time to time by the board of directors; such related company members shall be listed together in the membership directory and on the website and shall have only one vote (from the full member company), and only one representative from such related entities shall qualify for service on the board of directors. Membership shall renew annually.
d) Sustaining Members
Any established person, firm, partnership or corporation which is actively engaged in the building construction industry in the Chicago metropolitan area, but not including subcontractors, shall be eligible for Sustaining Membership in the Association. Sustaining Membership shall be renewed annually. Sustaining Members shall not have the right to vote or to hold office.
e) Emeritus Member
Any individual who has retired from active service from a member company and has served at least 10 years on the Board of Directors or as a Committee Member is eligible for nomination as an "Emeritus Member” after his/her term of office as a director expires. An Emeritus member is a non dues paying position with lifetime eligibility to serve on committees but will not have voting privileges and may not run for any other ASA Chicago office while emeritus.
Section 2. Qualification, Application & Election
a) Application for membership shall be made in writing addressed to the Association and shall state the name, address and nature of the business of the applicant, that the applicant has read the bylaws and accepts and agrees to be bound by the provisions thereof, and that the applicant agrees to pay his or her or its dues to the Association. The Association shall process the application as follows:
(i) The Secretary shall promptly refer the application to the Membership Committee, designated by the Board of Directors and the Executive Committee;
(ii) If the application is found to be in order and the applicant eligible for membership, then by vote of at least two-thirds of the Board of Directors present and voting at any regular or special meeting, the application may be accepted and the applicant admitted to membership.
Section 3. Membership Dues
Membership dues and assessments and provisions for payment thereof, shall be fixed and determined by a two-thirds vote of the Board of Directors. All directors shall be advised of any proposed increase in dues no less than forty-five (45) days in advance of the next board meeting. However, should any incremental increase exceed twenty (20) percent per annum, it must be ratified by the membership at a regularly scheduled meeting. The members shall be given written notice of the time, place and purposes of any such meeting not less than twenty-five (25) nor more than sixty (60) days prior to the meeting.
Section 4. Transfer of Membership
Membership in the Association shall be non-assignable and non-transferable.
Section 5. Termination
Membership in the Association may be terminated by ineligibility, dissolution or death of the member, or by the resignation or expulsion of the member from the Association. Upon such termination, all membership rights, privileges and interests of such member shall cease, provided that such member remain liable for his, her or its prior obligations to the Association. A member may resign at any time upon giving written notice of intention to resign to the Association, but such resignation shall not become effective until discharge of all obligations of such member to the Association. Any member of the Association shall be subject to expulsion or suspension for a period of time for failing to pay any dues or assessments within sixty days after written notice to the last known mailing address was mailed or otherwise failing to comply with the bylaws of the Association. All members shall be notified by mail, facsimile or electronic mail and the member proposed to be expelled or suspended shall have the right to appear in person or through its representative at a regularly scheduled board meeting with at least two-thirds of the directors present and be heard at such meeting before final vote on the question or expulsion or suspension shall be taken.
Section 6. Voting Privileges
Each subcontractor or associate member in good standing shall be entitled to cast one vote and each vote shall be cast by its duly authorized representative in person, electronic transmission or by written proxy. A majority vote of subcontractor and associate members of the Association, present or represented by written proxy at any meeting, shall be required to carry any question, unless otherwise provided herein, but any number less than a quorum may adjourn a meeting.
ARTICLE IV - ASSOCIATION MEETINGS
Section 1. Membership Meetings
The annual meeting of the Association shall be held once a year at such place as may be determined by the President and Board of Directors. Membership meetings shall be held at times and places to be determined by the President and Board of Directors. Notice of membership meetings shall be given not less than two nor more than sixty days prior to the meeting.
Section 2. Special Meetings
In addition to the membership meetings, a special meeting of the members may be called by any two or more members of the Executive Committee. Such meeting shall be held at such time and place as may be determined by the party calling the meeting, provided, however, that the members shall be given written notice of the time, place and purpose of such meeting not less than two nor more than sixty days prior to the meeting.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Members, Filling of Vacancies
The management of the Association shall be vested in a Board of Directors, to consist of no fewer than eleven (11) and no more than nineteen (19) subcontractor members consisting of (a) a minimum of six (6) persons to be selected as provided herein, (b) all of the current officers of the Association and (c) the immediate Past President of the Association.
Section 2. Executive Director
The Board of Directors may retain an Executive Director to assist the Board and officers in the management and control of the Association and its affairs.
Section 3. Elections
At each annual meeting of the Association thereafter, the number of directors necessary to fill vacancies resulting from completed terms shall be elected for a term of three years, not to exceed two consecutive three year terms, or until their successors are duly elected and qualified. If the board member wishes to serve again on the Board, that member must wait one year before being nominated to the position.
Section 4. Executive Committee
The Executive Committee shall be composed of the current officers. The immediate past president of the Association has the option to serve for two successive one year terms or to run a term concurrent with the Presidency, on the Executive Committee immediately after serving as President. If the immediate past president chooses not to serve either of the yearly terms, or opt for a term concurrent with the Presidency, a board member at large or a past president may be appointed by a majority vote of the Executive Committee for the remaining term. If the Executive Committee cannot come to a majority agreement on any one individual, the vote will defer to a majority vote of the Board of Directors. During the intervals between meetings of the Board of Directors, the Executive Committee shall possess and may exercise all powers of the Board of Directors in the management of the affairs of the Association except the powers to amend the Articles of Incorporation, to levy dues and assessments, or other powers prohibited by law. The Executive Committee may temporarily fill vacancies occurring in an office until the next meeting of the Board of Directors.
Section 5. Meetings
The Board of Directors shall meet at least annually and may have such further meetings as the President or any three members of the Board shall request.
Section 6. Quorum
Attendance by Fifty percent (50%) of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors, and a majority of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee, but any number less than a quorum may adjourn a meeting. Persons voting by electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
Section 7. Mail or Electronic Ballot
Any action which may be taken at any meeting of the Board of Directors or any meeting of the Executive Committee may be taken without a meeting by use of a mail or electronic ballot, provided, however, that a consent or consents in writing setting forth the action to be taken shall be signed by a majority of the Board of Directors or the Executive Committee respectively.
Section 8. Notice
The Secretary shall give written notice by mail of each meeting of the Board of Directors and of the Executive Committee to all members of the Board of Directors or the Executive Committee respectively at the last known address of each member. Notice of meetings of the Board of Directors and the Executive Committee shall be given not less than two nor more than sixty days prior to the date of the meeting.
Section 9. Attendance
Board members are required to attend a majority of Board meetings in any given year. Advance notice should be given to the President or Executive Director when absence is necessary. The President, with approval of the Board of Directors, may remove a member from the Board after the member misses a majority of meetings in any given year or for cause not in the best interests of the Association. Upon such removal, the Board Member will be advised in writing and given an opportunity to appeal at the next Board meeting.
In addition to board meetings, Board members are required to support a majority of association sponsored activities.
ARTICLE VI - OFFICERS
Section 1. Number of Officers
The officers of this Association shall be a President, a Vice President, a Secretary and a Treasurer.
Section 2. Eligibility
The offices of President, Vice President, Secretary and Treasurer shall be filled only by persons directly affiliated and in good standing with the Association.
Section 3. Vacancies
A vacancy in any office due to any cause, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4. Election and Term of Office
The officers shall be elected by the general membership at the annual meeting of the members and shall hold office for one (1) year, unless sooner removed, or until their respective successors are elected and qualify. No officer shall serve more than two successive one-year terms in the same office; however, any officer filling an office for less than one year shall still qualify for two annual terms.
Section 5. President
The President shall preside at all general meetings of the Association and all Board of Directors meetings. The President shall, whenever deemed necessary, call meetings of the Association. The President shall have, perform and discharge the duties usually pertaining to such office and such other powers and duties as the members from time to time may prescribe.
Section 6. Vice President
The Vice President shall perform the duties of the Office of the President in the absence of the President and shall have, perform and discharge such other powers and duties as the members from time to time may prescribe.
Section 7. Secretary
The Secretary shall be responsible for maintaining accurate minutes reflecting the proceedings at all meetings of the Association and shall have, perform and discharge the duties usually pertaining to such office and such other powers and duties as the members from time to time may prescribe.
Section 8. Treasurer
The Treasurer shall have the custody of the funds and assets of the Association and shall keep for it proper books of account. The Treasurer shall deposit, invest and disburse funds as directed by the Board of Directors. The Treasurer shall post bond if required by the Board of Directors. The Treasurer shall perform all other duties normally performed by, or assigned by the Board of Directors to the Treasurer. At the close of each fiscal year, the association's books shall be reviewed by a Certified Public Accountant. The Treasurer may, with the approval of the Board of Directors, delegate the details of the Treasurer's responsibilities to an Executive Director under the Treasurer's general supervision and control.
ARTICLE VII - INDEMNIFICATION
Each person who has been, now is, or hereafter shall be a member of the Board of Directors, or an officer of the Association shall be indemnified by the Association to the extent of its treasury funds and as permitted by law against all expenses reasonably incurred by the Board member or the officer in connection with any action, suit, proceedings or the settlement or compromise thereof, or payment of any judgment or fine resulting therefrom in which the Board member or the officer may become involved by reason of any action taken or omitted by the Board member or the officer, provided that such action was taken or omitted in good faith.
ARTICLE VIII - PROCEDURE
Except as otherwise provided in these bylaws or by action of the Board of Directors, Robert's Rules of Order (current edition) shall govern in any question of parliamentary procedure.
ARTICLE IX - COMMITTEES
The Board of Directors may create and dissolve such committees from time to time as they may deem desirable, and may by resolution delegate any of the powers of the Board of Directors in the management of the Association to any committee to be exercised only during intervals between meetings of the members. Members of committees shall be appointed by the President.
ARTICLE X - AMENDMENTS
Amendments to these articles may be proposed at any meetings of the Association. Notice of each proposed amendment shall be sent by the Secretary in writing to each member at least five days in advance of the regular meeting at which the amendment is to be voted upon, and an amendment to be adopted must receive at least two-thirds vote of the members present.
ARTICLE XI - LEGAL COUNSEL
The Association shall be represented by legal counsel who may be present at all meetings of the Association, including meetings of the Executive Committee and Board of Directors.
ARTICLE XII - DISSOLUTION
In the event of dissolution of the Association, all assets thereof shall be converted into cash and shall be distributed among the members at the date of dissolution, after paying out of such assets all obligations of the Association.
Revised this 4th day of June 2013
Karsten Pawlik, President
Virginia McFarland, Executive Director