GCA By-Laws

ARTICLE I – IDENTIFICATION AND DEFINITIONS

§1.1 Identification
§1.2 Affiliations
§1.3 Definitions

ARTICLE II – PURPOSES AND OBJECTIVES

§2.1 Mission Statement
§2.2 Vision Statement
§2.3 Primary Objective
§2.4 Additional Objectives and Purposes
§2.5 Principles of the Merit Shop Approach

ARTICLE III – GOVERNANCE

§3.1 GCA Executive Committee
§3.2 GCA Executive Officers
§3.3 GCA President and Association Staff

ARTICLE IV – MEMBERSHIP AND DUES

§4.1 Classes of Membership
§4.2 Application for Membership
§4.3 Renewal of Membership
§4.4 Members in Good Standing
§4.5 Cancellations
§4.6 Delinquent Members
§4.7 Discipline, Suspensions and Expulsion
§4.8 Membership Dues and Special Assessments

ARTICLE V – MEMBERSHIP MEETINGS

§5.1 Regularly Scheduled Meetings
§5.2 Special Meetings of Members
§5.3 Notices and Quorum

ARTICLE VI – BOARD OF DIRECTORS

§6.1 Election of Directors
§6.2 Tenure of the Board of Directors
§6.3 Vacancies on the Board
§6.4 Expectations and Responsibilities of Directors
§6.5 Meetings of the Board of Directors
§6.6 Remuneration
§6.7 Removal of a Board Member

ARTICLE VII – COMMITTEES

§7.1 Standing Committees and Sub Committees
§7.2 Rules Governing Committees

ARTICLE VIII – MISCELLANEOUS PROVISIONS

§8.1 Fiscal Year
§8.2 Annual Financial Review
§8.3 Authorized Signatures
§8.4 Corporate Seal
§8.5 Use of Corporate Emblem & Logos
§8.6 National Affiliation
§8.7 National Center for Construction Education & Research
§8.8 GCA Trades Academy
§8.9 Non-Discrimination Policy
§8.10 Rules of Conduct

ARTICLE IX – AMENDMENTS

§9.1 By-Laws
§9.2 Articles of Incorporation

§1.1 – Identification:

1. The Guam Contractors Association, a 501(c)(6) nonprofit organization incorporated in the U.S. Territory of Guam, operates as a regional association. Its members include contractors, design-builders, construction program managers, maintenance contractors, suppliers of products and services to the engineering and construction industry, and other stakeholders involved in the industry.

2. The Guam Contractors Association (GCA) stands as the premier organization dedicated to elevating the construction industry in Guam. With a legacy of supporting and advancing local construction professionals, the GCA has become an essential pillar for the sector. Our association unites a diverse group of industry professionals, businesses, and stakeholders, fostering a collaborative environment centered on excellence and innovation.

§1.2 – Affiliations:

1. The GCA Trades Academy (GCATA): is a separate nonprofit organization incorporated in the U.S. Territory of Guam under the sponsorship of the Guam Contractors Association, which continues to provide support. The GCATA specializes in delivering certified training for construction and related trades.

2. The Associated Builders and Contractors, Inc. (ABC): is a national trade association representing over 23,000 merit shop construction and construction-related firms through its 78 chapters across the United States. As an affiliate chapter, the Guam Contractors Association members are automatically ABC members.

3. The National Center for Construction Education and Research (NCCER): offers training materials and nationally recognized certifications for construction professionals through its Contren Learning series. The Guam Contractors Association serves as the regional sponsor, collaborating with NCCER to deliver premier training programs for the industry.

§1.3 – Definitions:

1. The name of the association shall be GUAM CONTRACTORS ASSOCIATION.

2. The acronym “GCA” when used in these Bylaws shall mean Guam Contractors Association.

3. The words “National ABC” or “National Association” or “ABC” when used in these Bylaws shall mean the Associated Builders & Contractors, Inc.

4. The term “Board” in these Bylaws shall mean the Guam Contractors Association Board of Directors.

5. The word “Firm” shall mean any individual, corporation, company, limited liability, limited or general partnership, joint venture, association or other entity.

6. The word “Member” shall be deemed to include all classes of members described in these Bylaws, unless otherwise indicated herein.

7. Reference in these Bylaws to male or masculine gender shall also be representative of female or feminine gender.

8. Whenever a “two-thirds (2/3) vote of the Board” is required, it shall mean two-thirds (2/3) of the Board present and voting at a duly organized meeting, and in no case less than one-half of the total Board.

9. The words “Voting Member” shall be deemed to include the classes of Members that are entitled to cast one vote and are members in good standing.

§2.1 – Mission Statement:

The mission of the Guam Contractors Association (GCA) is to serve as the premier industry leader and a trusted resource for the construction sector in Guam and the broader Pacific region. We are dedicated to promoting and fostering excellence in all facets of the construction industry, advocating for the highest standards of quality, safety, and sustainability. Through our commitment to collaboration, innovation, and continuous improvement, GCA aims to support the growth and development of local businesses, workforce, and infrastructure while ensuring the long-term success and vitality of the construction industry across our region.

§2.2 – Vision Statement:

The vision of the Guam Contractors Association (GCA) is to be a leading and influential force in the construction and contracting industry, serving as a vital resource for our members and the broader community. We aspire to deliver exceptional value to our members by providing unparalleled support, education, and networking opportunities that foster professional growth and success. As we continue to grow, GCA remains committed to maintaining financial stability, ensuring the long-term sustainability of the organization while driving innovation and excellence in the industry. Through strategic leadership and dedicated service, we aim to shape the future of the construction sector and strengthen its impact on Guam and the Pacific region.

§2.3 – Primary Objective:

The primary objective of the Guam Contractors Association is to advocate for the contracting industry on matters of shared interest and to enhance its integrity and reputation in Guam and the surrounding region through the following efforts:

1. Developing and enhancing trade skills within the local workforce.

2. Promoting workplace safety by providing training and fostering collaboration with regulatory agencies.

3. Collecting and sharing information relevant to the membership.

4. Serving as the central hub for information dissemination within the engineering and construction industry across U.S. Territories and the Freely Associated States in the Western Pacific.

5. Evaluating proposed legislation affecting the contracting industry and advocating for changes that benefit the membership.

6. Engaging with government and military contracting agencies to strengthen contract relationships.

7. Upholding the highest standards of business ethics by facilitating professional interaction among members.

8. Maintaining strong and collaborative partnerships with organizations such as the Guam Chamber of Commerce, GHRA, Employers Council, GSPE, AIA, SAME, and other business and trade associations.

§2.4 – Additional Objectives and Purposes:

Beyond its primary objectives, the Guam Contractors Association (GCA) is committed to pursuing and promoting the following initiatives:

1. Fostering confidence and goodwill within the building, maintenance, and construction industries, as well as between these industries and the public.

2. Bringing together builders, contractors, subcontractors, suppliers, industry professionals, and related groups to encourage the exchange of ideas and techniques while supporting GCA’s primary objectives.

3. Establishing and promoting apprenticeship and other training programs, ensuring they are accessible to as many individuals as possible.

4. Supporting the well-being of employees and employers by facilitating access to insurance, healthcare, pension plans, and other affinity programs.

5. Advocating for and upholding the GCA “Code of Ethics” within the Guam construction industry.

6. Leveraging various resources—such as meetings, seminars, conferences, publications, technology, and other media—to keep the industry and the public well-informed.

7. Promoting activities and services that benefit GCA members, advance the organization’s objectives, and support the principles of the Merit Shop.

§2.5 – Principles of the Merit Shop Approach:

As a Chapter of the Associated Builders and Contractors, the Guam Contractors Association represents the Merit Shop philosophy within Guam’s construction industry. We are committed to advancing the following principles:

1. The Merit Shop philosophy is a movement dedicated to improving individuals, the industry, and the community of Guam.

2. We uphold the values of Free Enterprise and Open Competition.

3. Employees and employers should have the right to determine wages and working conditions through either individual or collective bargaining, as they prefer, within the boundaries of the law.

4. Employers have a responsibility to consider the general welfare of employees and provide fair compensation for work performed. Likewise, employees have an obligation to deliver satisfactory performance in their assigned duties.

5. We support well-crafted legislation in areas such as workers’ compensation, safety, and unemployment compensation. Laws should ensure fairness for both employers and employees, safeguard the Free Enterprise system, and protect the rights of all individuals to work, regardless of race, color, creed, age, sex, national origin, labor organization membership, or other protected class.

6. We stand firmly against violence, coercion, intimidation, and the denial of rights for employees and management alike.

7. Government must practice fiscal responsibility and award contracts to the lowest responsible bidder. We strongly oppose any undue pressure to compromise these principles.

8. Work opportunities in Guam should be accessible to all individuals, without discrimination based on race, color, creed, age, sex, national origin, or labor organization membership. We actively support initiatives to achieve this goal.

9. Monopolies and any form of price or wage fixing—whether in the public or private sector—undermine the principles of Free Enterprise and are detrimental to our economy.

10. The shared destiny of all Americans is best served through cooperation and adherence to the principles of Free Enterprise and democratic governance. Business leaders must engage actively in politics and civic affairs to uphold these values.

The Board of Directors retains ultimate authority over all matters related to the association, with its executive officers acting as the primary representatives. The Board is responsible for formulating all association policies, approving budgets, providing financial oversight, ensuring adequate resources, aligning the strategic direction of the association with the principles of the Merit Shop, and resolving internal disputes. The President and staff manage the daily operations of the association with direction and guidance from the Executive Committee.

§3.1 – GCA Executive Committee:

1. The Executive Committee of the Guam Contractors Association (GCA) serves as the core leadership body, responsible for ensuring the effective execution of the Association’s strategic goals and operational objectives. Comprising of the Chairman, Vice Chairman, and Secretary-Treasurer as voting members, along with the Past Chairman and the Association President as non-voting members, this committee benefits from a broad range of experience and expertise. Together, these leaders provide essential guidance, oversight, and direction, ensuring that decisions are made efficiently and in alignment with the long-term vision of the Association.

2. As the primary representatives of the Board, the Executive Committee functions as the executive cabinet, shaping the strategic direction of the GCA and ensuring its operations reflect the interests of the broader membership. This committee plays a critical role in advancing the Association’s goals and maintaining its governance integrity. The committee’s responsibilities include the following key areas:

1. Strategic Oversight: The Executive Committee is tasked with guiding the Association’s overall strategic vision, ensuring that all activities, initiatives, and decisions align with the GCA’s mission, values, and long-term goals.

2. Operational Management: This committee addresses urgent matters requiring immediate action, ensuring that the daily operations of the Association run smoothly. By handling critical issues swiftly, the Executive Committee ensures the continued effectiveness of the organization.

3. Policy Development: The Executive Committee is responsible for developing and reviewing policies that affect the operation and governance of the Association. These policies and recommendations are then presented for consideration and approval by the full Board of Directors.

4. Financial Stewardship: The committee provides oversight on the financial health of the Association, including reviewing budgets, managing resource allocation, and ensuring fiscal responsibility in all financial matters. This ensures the long-term sustainability of the Association’s operations.

5. Representation: Members of the Executive Committee act as the primary representatives of the GCA, representing the Association in external engagements, industry discussions, and high-level meetings, promoting the interests of the Association and its members.

6. Employee Compensation and Benefits: The Executive Committee is responsible for establishing and approving salary and benefit provisions for the Association’s employees. This includes setting compensation structures, reviewing benefit packages, and ensuring that the Association remains competitive and fair in its employment practices while maintaining financial stability.

7. Nominating Committee for Association President: Should a vacancy arise in the position of Association President; the Executive Committee will serve as the nominating body to identify a suitable replacement. This ensures that the process of selecting new leadership is handled thoughtfully, in the best interests of the Association’s future success.

8. Election of Directors: The Executive Committee also plays a crucial role in the election of Directors by making the final determinations regarding the slate of nominees. It ensures that those selected to be on the ballot possess the experience, skills, and commitment necessary to contribute effectively to the governance and strategic direction of the Association.

3. In fulfilling these responsibilities, the members of the Executive Committee carry out their duties with the utmost integrity and accountability. They represent the leadership and vision of the Association while ensuring its ongoing success and relevance within the industry. Through their collaborative efforts, the Executive Committee serves as a vital bridge between the Board of Directors and the membership, driving the organization toward achieving its goals and advancing the interests of the construction industry.

4. Meetings of the Executive Committee: The Executive Committee shall convene regularly on the last Thursday morning of each month at the Association’s office, unless a majority of the Directors agree to an alternative arrangement. A quorum for these meetings shall consist of at least two (2) officers and the Chapter President, including any alternates. Meetings will be chaired by the Chairperson, Vice Chair, or Secretary-Treasurer, in that order of precedence. The agenda for each meeting shall be prepared in advance by the Chapter President and must include, at a minimum, the following items:

1. Review and approval of the agenda for the upcoming Board meeting.

2. Review of the Association’s financial position, ensuring the organization’s fiscal health and stability.

3. The Chapter President’s report, providing updates on ongoing initiatives, key developments, and any relevant issues.

4. Committee reports, including progress updates and any business relevant to the committees, as determined by the Chairman and the Chapter President.

5. Other business, as deemed appropriate by the Chairman and Chapter President or raised during the meeting.

1. Executive Committee meetings: may be held virtually using online platforms such as Zoom, Microsoft Teams, or other similar technologies approved by the Board. These platforms must provide clear audio and visual communication, allowing all participants to see and hear one another during the meeting. The use of virtual meetings is strongly encouraged for all Committee sessions, and these meetings may be recorded and posted in the members-only area of the website. This approach offers flexibility for Committee members who are unable to attend in person due to reasons such as travel, health concerns, or scheduling conflicts, ensuring they can still actively participate.

1. Furthermore, virtual meetings promote greater transparency within the organization, allowing members to view and listen to the discussions taking place, as well as the initiatives the GCA is pursuing. This enhances accountability and provides members with a clearer understanding of Committee activities. Committee members attending remotely through these platforms are considered fully present and can participate in discussions and decision-making, just as if they were physically present at the meeting.

2. Special Meetings: Special meetings of the Executive Committee may be called at the request of the Chairman, or by the Chapter President in conjunction with one (1) Executive Committee member. To initiate a special meeting, a written request must be submitted to the Chairman, detailing the purpose of the meeting. Written notice, specifying the time, place, and purpose of the meeting, shall be mailed or emailed to each member at least three (3) days before the scheduled date. In exceptional circumstances, the Executive Committee may waive the written notice requirement and instead authorize oral notification of the meeting details.

3. Discussion and Voting Procedures: Officers are encouraged to raise any additional issues of concern during the meeting at appropriate times. In the event of a procedural disagreement, the current edition of Robert’s Rules of Order shall be used to resolve the matter. If a vote results in a tie, the Past Chairman or the Chapter President, in that order of precedence, shall cast the deciding vote. This structure ensures that the Executive Committee’s meetings are organized, efficient, and transparent, with all members having the opportunity to contribute to the discussions and decisions that shape the Association’s direction.

5. Green Initiative: In alignment with the growing emphasis on sustainability and environmental responsibility, the Board and its Committees will take proactive steps to minimize paper usage and move towards a more paperless approach. As part of this initiative, agendas and supporting documents will be distributed electronically in a single PDF format to the Board members prior to each meeting. Additionally, these documents will be made available digitally on platforms such as Linktree, or other similar platforms as approved by the Board.

1. Board members will have easy access to these materials via their personal electronic devices, including laptops, tablets, iPads, smartphones, and other portable technology. This transition will not only result in cost savings by eliminating printing expenses associated with physical meeting packets, but it will also reduce paper waste that often ends up in the trash, following meetings. By adopting this approach, we are contributing to the reduction of landfill waste, preserving natural resources like trees, and lowering our carbon emissions. In doing so, the Board is making a positive impact on the environment while promoting greater efficiency and sustainability within the association.

6. Remuneration: Officers of the Association shall serve without monetary compensation for their roles. However, they may be reimbursed for necessary and reasonable expenses incurred while carrying out their duties, provided that such expenses receive prior approval from the Board of Directors.

§3.2 – GCA Executive Officers:

1. Chairman: The Chairman shall serve as the Chief Executive Officer of the Board, holding ultimate responsibility for the leadership and governance of the Guam Contractors Association. As the presiding officer, the Chairman will oversee all meetings of the Board of Directors, ensuring that discussions are productive, decisions are made in alignment with the organization’s mission, and that the Board operates efficiently and cohesively. In addition to Board meetings, the Chairman or their designated representative shall also preside over all meetings of the general membership, facilitating engagement and ensuring that the interests and concerns of members are addressed.

The Chairman will possess the general powers and duties of supervision and management typically vested in the office of the Chairman of a not-for-profit corporation. This includes providing strategic direction, making executive decisions, and ensuring the organization’s policies, goals, and activities are aligned with its mission and values. As the top leader of the Association, the Chairman is responsible for setting the tone for the organization’s culture and ensuring that it operates with transparency, integrity, and accountability.

The Chairman shall exercise leadership over all officers, including the Vice Chairman, Secretary-Treasurer, and other executive members. They will provide guidance and support to the Chapter President, ensuring that the President’s actions and priorities align with the Board’s strategic vision. Additionally, the Chairman will work closely with Committee Chairs to oversee the implementation of programs and initiatives, providing the necessary resources and leadership to ensure their success.

Through this role, the Chairman plays a pivotal part in shaping the direction and success of the Guam Contractors Association, serving as both a leader and a key representative of the organization in its external relations and interactions. The Chairman’s leadership is central to driving the Association forward and fostering a culture of collaboration, innovation, and excellence.

2. Vice Chairman and Chairman-Elect: The Vice Chairman shall automatically ascend to the position of Chairman at the beginning of the following term and will also assume the responsibilities of Chairman in the event of a temporary absence or permanent vacancy in the role. As Vice Chairman, this individual plays a crucial leadership role in managing membership matters, including overseeing the vetting process for new members, as well as handling any disciplinary actions, such as censure, that may be required for member companies or individuals.

Additionally, the Vice Chairman is entrusted with the responsibility of providing strategic oversight and guidance to the Chapter President in the selection of guest speakers and in the organization and development of the program for monthly general membership meetings. This position ensures that the content and structure of these meetings align with the goals and interests of the association, fostering an environment of engagement, professional development, and growth within the membership.

3. Secretary-Treasurer and Vice Chairman-Elect: The Secretary-Treasurer shall automatically assume the position of Vice Chairman at the beginning of the next term and during any temporary absence or permanent vacancy in the Vice Chairman role. This individual holds significant responsibility for overseeing the financial health and reporting of the Association, ensuring accurate financial management and transparency in all transactions.

1. In collaboration with the GCA President, the Secretary-Treasurer shall prepare the budget for the upcoming fiscal year, which will be presented and discussed at the May Board of Directors meeting. Prior to each monthly meeting, the Secretary-Treasurer is responsible for reviewing the financial statements, ensuring accuracy, and signing them in agreement with the Association President to confirm their correctness.

2. The Secretary-Treasurer is tasked with addressing any financial or administrative concerns within the Association, investigating issues thoroughly, and facilitating discussions at Board meetings to resolve them. In addition, the Secretary-Treasurer will take detailed notes at Board meetings, ensuring that the minutes prepared by the GCA President accurately capture the decisions, actions, and discussions of the Board. For any corporate expenditures, the Secretary-Treasurer is responsible for jointly signing checks with the GCA President to ensure proper financial control and accountability.

3. During their term, the Secretary-Treasurer shall also review the Association’s By-laws at least once to determine if any updates or amendments are necessary. If changes are required, the Secretary-Treasurer will propose these amendments to the Board for consideration. In the event that the Secretary-Treasurer is unavailable to perform their duties, the Chairman or Vice Chairman shall assume the responsibilities of this position temporarily, ensuring continuity in the financial management and administrative functions of the Association.

4. Immediate Past Chairman: The immediate Past Chairman shall serve in an ex-officio capacity on the Executive Committee following the completion of their term as Chairman. In this advisory role, the Past Chairman provides invaluable guidance and support to the Chairman-Elect and other officers, ensuring a smooth transition and continuity of leadership within the organization. This includes offering insight on ongoing initiatives, helping to address challenges, and ensuring that strategic goals and priorities are effectively carried forward.

The Past Chairman brings a wealth of experience and institutional knowledge to the Board, and as such, holds equal status with other Directors on the Board of Directors. While not an active voting member, the Past Chairman plays a critical role in offering counsel and perspective on key decisions, leveraging their deep understanding of the Association’s history, values, and long-term vision. This position serves as a bridge between past leadership and current governance, helping to maintain stability and foster the continued growth and success of the Guam Contractors Association.

5. Vacancies: In the event of a vacancy in any officer position within the Association, the Board of Directors shall take prompt action to elect new officers to fill the vacant roles. This process ensures that the leadership structure of the organization remains intact and that the Association continues to function effectively without disruption. If the vacancy occurs in the office of Chairman, the Vice Chairman shall automatically assume the position of Chairman for the remainder of the term. To maintain continuity in leadership, the Secretary-Treasurer shall then accede to the position of Vice Chairman. Following this, a new Secretary-Treasurer will be elected from among the current Directors to fulfill the responsibilities of that role.

This procedure ensures a seamless transition of leadership and maintains the operational integrity of the Association, with each officer’s succession designed to preserve the continuity of governance and strategic direction. If the vacancy arises in any other officer position, the Board of Directors will nominate and elect a suitable candidate from among the members to fill the role, maintaining the balance and effectiveness of the leadership team.

6. Tenure and Succession of Executive Officers: The executive officers of the Guam Contractors Association shall serve a structured tenure of eight (8) years, following a predetermined progression through the leadership positions. This tenure is designed to ensure a continuity of leadership while allowing for the introduction of fresh perspectives at regular intervals. The progression is as follows:

1. Two (2) years as Secretary-Treasurer

2. Two (2) years as Vice Chairman

3. Two (2) years as Chairman

4. Two (2) years as Immediate Past Chairman

1. Each executive officer shall serve a total of two (2) years in each role, with each stage building upon the experience gained in the previous position. This succession ensures that the leadership team remains cohesive and well-prepared for each transition, allowing for effective governance and strategic continuity.

2. Bi-Annually at the Corporation’s May Board meeting, one (1) executive officer will be elected from the Board of Directors to assume the role of Secretary-Treasurer. This election will be conducted by a majority vote of the Board of Directors, ensuring that the person selected for this key position has the full support and confidence of the Board.

3. Eligibility for Executive Office: Only contractor members of the Board of Directors are eligible to serve as executive officers. This ensures that those in leadership roles have a comprehensive understanding of the Board’s decisions and strategic direction. Associate Board Members are prohibited from serving in any executive officer capacity.

4. Re-election and Post-Tenure Restrictions: After completing their term as Immediate Past Chairman, the outgoing Past Chairman is prohibited from seeking re-election to the Board, either for themselves or for any other members of their firm, for a period of one (1) year. This policy provides a necessary break, allowing for new leadership and perspectives to emerge. Following this one-year hiatus, the individual is eligible to seek re-election to the Board, ensuring that opportunities for leadership positions remain open to all qualified members.

5. This structured tenure and succession plan fosters a dynamic and forward-thinking leadership pipeline within the Association, ensuring that each officer has the opportunity to develop the experience necessary to lead, while maintaining a system of checks and balances to prevent stagnation and promote fresh leadership.

§3.3 – GCA President and Association Staff:

1. President: The President is responsible for overseeing the day-to-day operations of the association and reports directly to the Chairman. As an ex-officio member of the Board of Directors, the President implements the policies and procedures established by the Board. Any commitments involving agreements, affiliations, contracts, leases, purchases, or arrangements that could impose financial or legal obligations on the association, or its Board must receive prior approval from the Board.

1. The President manages the receipt of dues and other receivables, depositing them in the association’s name at Board-approved banks, and disburses funds by check as authorized by the Board. Additionally, the President supports various committee activities, supervises the association’s office staff, communicates with the general membership, and ensures the timely issuance of Board-approved publications. The President maintains ongoing relationships with affiliated organizations such as the Associated Builders & Contractors, the Guam Chamber of Commerce, local architectural and engineering associations, the military, and others. Appointed by the Board as a salaried employee, the President is integral to the association’s operations and outreach.

2. Meetings of the Membership: The President shall ensure that the finalized agenda for the upcoming membership meeting, along with any relevant documents, is emailed to the entire membership in PDF format at least four (4) days prior to the scheduled meeting. This ensures that all members have adequate time to review the agenda and any supporting materials, enabling them to actively engage in the meeting.

3. Meetings of the Board: The President shall ensure that the finalized agenda, along with any relevant attachments and supporting documents, is emailed to all Board members in PDF format at least four (4) days prior to the scheduled Board meeting. This provides the Board members with sufficient time to review the materials and prepare for meaningful participation in the discussions and decisions that will take place.

4. Committee Meetings: The President shall ensure that the finalized agenda, along with any relevant attachments and supporting documents, is emailed to all Executive Committee members in PDF format at least three (3) days prior to the scheduled Executive Committee meeting. This allows Executive Committee members to review the necessary materials and be fully prepared for the meeting, ensuring an efficient and productive session.

2. Association Staff: All staff members of the Guam Contractors Association are under the direct supervision of the President, who is ultimately responsible for their performance and ensuring that their work aligns with the organization’s goals and mission. The President plays a key role in managing the day-to-day operations of the Association, overseeing staff performance, and providing leadership to ensure that staff are effectively supporting the Association’s strategic objectives.

1. The President is responsible for recommending appropriate staffing levels, determining staff roles and responsibilities, and allocating resources as necessary to support the Association’s programs and services. These staffing decisions are subject to approval by the Board of Directors, ensuring that the Board is involved in high-level operational matters that impact the organization’s overall capacity and functionality.

2. Hiring decisions, including the creation of new positions or roles within the organization, and decisions regarding remuneration (salaries and benefits) for staff members, require Board approval. This policy ensures that staffing and compensation decisions are aligned with the organization’s budget, long-term goals, and the interests of the broader membership.

3. The President also ensures that staff members are equipped with the tools, training, and support they need to carry out their responsibilities efficiently and effectively. By providing clear leadership, guidance, and oversight, the President fosters an environment in which the staff can perform at their best and contribute meaningfully to the achievement of the Association’s objectives.

4. For further details on the roles, responsibilities, and procedures governing staff operations, please refer to the policy and procedure manual. This manual outlines the processes and expectations for staff, as well as the protocols for hiring, performance reviews, and other essential functions within the Association.

3. Communication: The President and staff are responsible for issuing publications and communications to members and relevant stakeholders as approved by the Board of Directors. The following items are ongoing responsibilities:

1. Email Communication: Issued daily or as new information becomes available, these emails provide timely updates on project opportunities, press releases from government officials relevant to the engineering-construction industry, and other pertinent information.

2. Construction News Bulletin (CNB): A monthly publication that includes:

1. The Chairmans Letter.

2. GCA President’s Report.

3. Committee Reports and Updates.

4. Information on Construction Industry Opportunities.

5. News from Neighboring Islands.

6. A Feature Story

7. Other Topics of Interest to Members.

8. This Bulletin is Supported by Advertising.

3. Membership Directory and Construction Users Guide: Issued annually within four months after the election of new Board members, this publication includes:

1. A message from the Chairman.

2. A message from the President.

3. Listings of Officers, Directors, and association staff.

4. Descriptions of committees with chairperson listings.

5. The current By-laws in fine print.

6. Directories of General Contractors, Specialty Contractors, Associate Members, and Allied Members.

7. A directory of government agencies that contract for construction services.

8. A directory of regulatory agencies involved with the construction industry.

9. This guide is supported by advertising.

4. Policy and Procedure Manual: The GCA President and Chief Executive Officer are responsible for maintaining and implementing the association’s policy and procedure manual. This document, which outlines the standard policies and procedures for conducting the association’s business, is reviewed annually and updated as necessary, subject to approval by the Board of Directors.

5. GCA Website: The Guam Contractors Association’s (GCA’s) website serves as a vital hub of information, resources, and engagement for members and the broader engineering and construction community. Managed collaboratively by the Membership Committee and the GCA President, the website is updated monthly to ensure its content remains current and relevant. Goals of the GCA Website include to serve as an essential communication tool, keeping members and the public informed about GCA activities and industry updates. To foster community among members by providing tools for collaboration and engagement. To enhance the professional image of GCA and its members, showcasing the association’s commitment to excellence in construction and engineering. The GCA website is an evolving platform, reflecting the dynamic needs of the association and its members. It underscores GCA’s mission to be a resourceful and proactive leader in the industry, offering an accessible gateway to information and opportunities. Features and Functionality include:

1. Organizational Overview; Provides a comprehensive look at GCA’s organizational structure, including leadership roles, committees, and the association’s mission and objectives.

2. Membership Roster; A detailed directory of all GCA members, categorized by General Contractors, Specialty Contractors, and Associate Members, fostering networking and collaboration opportunities.

3. Industry Resources; Hosts valuable tools and resources for businesses in the engineering and construction sectors, including regulatory updates, best practices, and access to training materials.

4. Members-Only Section; A secure area accessible exclusively to members, offering privileged content such as exclusive job leads, policy updates, member-specific discounts, and more.

5. GCA Merch Store; Features official GCA merchandise, allowing members and supporters to showcase their affiliation while supporting the association.

6. Committee Information; Provides detailed descriptions of GCA’s various committees, their roles, leadership, and ongoing initiatives, encouraging member participation and engagement.

7. Calendar of Events; A centralized schedule of GCA events, meetings, training sessions, and community outreach programs, ensuring members stay informed and involved.

8. Advertising Opportunities; Supported by advertising from industry stakeholders, creating a mutually beneficial platform for businesses to reach a targeted audience while supporting GCA operations.

9. Affiliation Links; Features direct links to the Associated Builders and Contractors (ABC) website and other key affiliations, providing members with seamless access to national and international resources and programs.

6. GCA Facebook Page: The Guam Contractors Association’s (GCA’s) Facebook page is an essential platform for disseminating information, sharing resources, and fostering engagement within both the GCA membership and the broader engineering and construction community. Managed in collaboration between the Membership Committee and the GCA President, the page is updated regularly—at least once a week—to ensure it reflects the latest developments and remains relevant to its audience.

1. The goals of the GCA Facebook page include serving as a key communication tool to keep both members and the general public informed about GCA activities, industry news, and upcoming events. The page also seeks to create a sense of community among members by offering a space for collaboration and discussion. Additionally, the Facebook page enhances the professional image of GCA and its members, highlighting the association’s dedication to excellence in the fields of construction and engineering.

2. As part of GCA’s ongoing digital presence, the Facebook page acts as a dynamic and evolving platform designed to meet the changing needs of the association and its members. It serves as a central hub for information and opportunities, reaffirming GCA’s commitment to being a proactive and resourceful leader in the industry. By providing accessible, up-to-date content, both the Facebook page and website play crucial roles in strengthening GCA’s mission to support and connect members while advancing the standards of the profession.

§4.1 – Classes of Membership:

1. The Guam Contractors Association shall have three (3) distinct classes of membership: Contractor Members, Associate Members, and Allied Members. The Board of Directors holds the authority to establish additional classes of membership as it deems necessary to best serve the interests of the Association and its broader membership. These classes allow for a diverse range of individuals and organizations to be part of the Association while ensuring that the structure remains flexible and responsive to the evolving needs of the industry.

1. Contractor Members: consist of companies based in Guam that hold a valid contractor’s license issued by the Guam Contractors License Board and are actively engaged in contracting activities on the island. These members play a crucial role in the leadership and direction of the Association, as they are expected to contribute their expertise and experience to guide the organization’s strategic initiatives and policies. In addition to local contractors, off-island contractors holding a valid contractor’s license from another jurisdiction recognized by the U.S. federal government are also eligible to be considered Contractor Members under this Article. Contractor Members have the full range of rights and privileges within the Association, including the ability to vote on key matters, participate in leadership opportunities, hold positions within the Board of Directors, and the executive committee.

2. Associate Members: are companies or individuals actively involved in providing design services, construction-related goods, or other services to the building and construction industry. This category includes design professionals, such as architects and engineers, as well as suppliers and service providers who contribute to the success of construction projects. Associate Members have the privilege of attending membership meetings and participating in discussions with the privilege of the floor, allowing them to engage in the decision-making process and stay informed about industry trends and Association activities. While Associate Members have voting rights on specific issues, they are not eligible to hold office within the Association, unless specifically provided for in these Bylaws. The rights and responsibilities of Associate Members are outlined in these Bylaws and may be further defined by the Board of Directors as needed.

3. Allied Members: comprise of non-profit organizations, business and trade associations, charitable entities, and governmental bodies, including local and federal government agencies as well as military institutions. These members contribute to the industry by providing support, resources, and advocacy that complement the work of the construction and contracting sectors. Allied Members are non-voting members, meaning they do not have a say in the governance of the Association, but they play an important role in fostering collaboration, networking, and partnerships within the industry. Their involvement supports the Association’s mission to advance the construction sector as a whole by facilitating dialogue and connections between the public and private sectors.

§4.2 – Application for Membership:

1. All companies wishing to become members of the Guam Contractors Association (GCA) must submit a completed membership application to the President of the GCA. The application must be filled out using the official form approved by the Board of Directors. To ensure the application is processed without delay, the following documents and payments must be included with the application:

1. Initiation Fee: is a one-time payment required from all new applicants seeking membership in the GCA. This fee helps support the operational costs of the Association, ensuring the smooth processing of new member applications and maintaining the resources necessary to serve the membership effectively. The amount of the initiation fee is determined by the Board of Directors and may vary depending on the class of membership being applied for or may be waived completely.

2. Required Documentation: All documents specified by the GCA board, which may include proof of licensure, business registration, employee count, prior year’s tax return, and other relevant credentials depending on the membership class and level being applied for.

3. Payment of Dues: Payment for three (3) months of dues in advance to cover the initial membership period.

2. Once the application is received, it will be reviewed by the Board of Directors. The Board will then vote on the application during a scheduled Board meeting. A two-thirds (2/3) majority vote of the Board is required for approval of the membership application.

3. In the event that an applicant’s membership is declined, the payment for dues will be refunded to the applicant in full. However, the initiation fee will not be refunded, as it is considered a contribution toward operational costs during the review process.

4. The application process ensures that all new members meet the required standards and qualifications set forth by the GCA, while maintaining a transparent and fair procedure for approval.

§4.3 – Renewal of Membership:

1. Members are required to renew their membership with the Guam Contractors Association (GCA) on an annual basis during the month of February. This renewal process ensures that all members remain in good standing and continue to enjoy the full benefits of GCA membership, including access to resources, networking opportunities, and industry updates. Annual renewal also allows the association to maintain accurate records of its membership, ensuring that only active members are represented. Members will be notified in advance of the renewal deadline and are encouraged to submit their renewal applications promptly to avoid any disruption in their membership status. This ongoing commitment to annual renewal helps support the association’s mission and ensures its continued growth and effectiveness in serving the needs of the construction and contracting community.

2. All companies seeking to renew their membership with the Guam Contractors Association (GCA) must submit a completed membership renewal application to the President of the GCA. The application must be filled out using the official form, which has been approved by the Board of Directors. To ensure that the application is processed efficiently and without delay, it is essential that the following documentation and payments are included with the renewal application:

1. Required Documentation: The applicant must provide all necessary documents as specified by the GCA Board. These documents may include, but are not limited to, proof of current licensure, business registration, employee count, SWICA (Social Welfare Investment Corporation) documents, the previous year’s tax return, and any other credentials required based on the specific membership class and level being applied for. The exact documentation required may vary depending on the nature of the business and the type of membership.

3. Once the renewal application is submitted, it will be reviewed by the President in collaboration with the Membership Committee to ensure all requirements are met and the application is in good standing for approval.

1. Exceptions: Renewal applications shall not need to be reviewed by the Board of Directors unless there has been a suspension, expulsion, cancellation, or any other disciplinary action taken against the member during the previous year. In such cases, the renewal application will be forwarded to the Board for further review and consideration.

4. This streamlined process aims to maintain the integrity of the membership renewal procedure while ensuring all members continue to meet the necessary standards set by the GCA.

§4.4 – Members in Good Standing:

1. All members of the Guam Contractors Association (GCA) are required to pay their annual or monthly dues promptly, in accordance with the payment schedule set by the Board of Directors. Timely payment of dues is essential for maintaining the operational integrity of the Association and ensuring that members continue to receive the full benefits and services offered by the GCA. Failure to make payments on time may result in a lapse in membership or loss of certain privileges until dues are brought up to date.

2. In addition to fulfilling their financial obligations, members are expected to fully comply with the provisions outlined in these Bylaws and to adhere to the GCA’s Code of Ethics. The Code of Ethics serves as a foundational guide for professional conduct, emphasizing integrity, fairness, and responsibility within the industry. It is the responsibility of each member to conduct themselves in a manner that upholds the Association’s standards and fosters a positive reputation for the GCA within the construction community.

3. To be considered for nomination for Board positions, a member must be in good standing with the Association. This status is determined by the member’s timely payment of dues, adherence to these Bylaws, and compliance with the GCA’s Code of Ethics. Only members who meet this criteria are eligible to be nominated for leadership roles, ensuring that the individuals selected to serve on the Board are committed to the Association’s mission and are in good standing with their peers.

§4.5 – Cancellations:

1. A member of the Guam Contractors Association (GCA) has the right to cancel their membership at any time by submitting a written notice of cancellation to the President of the Association. This notice must clearly state the members’ intent to cancel their membership and may be delivered via mail, email, or other methods of communication as determined by the Board.

2. The cancellation will become effective immediately upon receipt of the written notice by the President, unless a future date is specified by the member in the notice.

3. Upon cancellation of membership, the member’s rights and interests in the Association, including access to all services, privileges, and participation in events, will terminate immediately. This includes the cessation of voting rights, and other membership-related benefits. The member will no longer have any claim to the Association’s assets, resources, or intellectual property.

4. It is important to note that any outstanding debts or financial obligations that the member may owe to the Association must be settled in full at the time of cancellation. This includes any unpaid dues, fees, or other charges that have accrued up to the point of membership termination. Failure to pay outstanding debts at the time of cancellation may result in the Association seeking legal action to recover the amounts owed.

5. The cancellation process ensures that all members are fully informed of the consequences of ending their membership and provides clarity regarding their obligations to the Association at the time of termination.

§4.6 – Delinquent Members:

1. A member of the Guam Contractors Association (GCA) is considered delinquent if their dues are not paid by the designated due date. It is the responsibility of each member to ensure that dues are paid on time to maintain good standing within the Association. If a member fails to resolve an overdue payment within thirty (30) days after receiving written notice from the Association, the member will be officially recorded as delinquent.

2. For any overdue balance that remains unpaid beyond this thirty-day period, an interest charge of 2% per month (equivalent to 24% per annum) will be applied to the outstanding balance. This interest will accumulate each month until the delinquent balance and interest is paid in full. The Association reserves the right to take further action to collect the overdue amount, including but not limited to engaging collection agencies or legal action, if necessary.

3. To assist members in rectifying the situation, the Board of Directors may approve measures to remedy the delinquency through either full or partial payment of the outstanding dues. The Board has the discretion to establish payment arrangements or other conditions that would allow the member to restore their account to good standing.

4. If the member’s delinquency persists beyond ninety (90) days, it will be considered a serious violation of the Association’s membership requirements. At this point, the member may face expulsion from the Association. Upon expulsion, the members’ rights and interests in the Association, including voting privileges, eligibility for office, access to services, and any claims to the Association’s assets, will be immediately terminated.

5. This policy ensures that the financial health of the Association is maintained while also providing a fair and structured process for members to address overdue payments. Members are strongly encouraged to communicate with the Association if they are experiencing difficulties in making payments to avoid any penalties or risk of expulsion, arrangements may be made with Board approval to accommodate the member.

§4.7 – Discipline, Suspensions and Expulsion:

1. Causes: A member may be suspended or expelled for violating these Bylaws or any rule, regulation, or policy adopted by the membership, the Board of Directors, or local regulatory agencies. Suspension or expulsion requires a two-thirds (2/3) vote of the Board of Directors.

2. Hearing: No member shall be suspended or expelled without being given the opportunity to present evidence in response to the accusations during a hearing. A Committee on Ethics and Trade Practices, appointed by the Chairperson, will investigate complaints against the member and report its findings to the Board of Directors following the hearing.

3. Written Order: An order of suspension or expulsion, including the effective date, must be in writing and recorded in the Board of Directors’ records. A copy of the order shall be posted on the association office bulletin board for three (3) weeks.

4. Legal Liability: Suspension or expulsion does not absolve the member of any legal obligations or liabilities owed to the association.

5. Reinstatement: An expelled member is ineligible to reapply for membership for at least one (1) year from the date of expulsion or as directed by the Board of Directors.

§4.8 – Membership Dues and Special Assessments:

1. Dues Payment Schedule: Membership dues are calculated monthly and must be paid by the seventh (7th) day of each month. Members may opt to pay dues monthly, quarterly or annually.

2. Dues Methodology: The Board of Directors has the authority to establish and adjust membership dues as needed. Dues may be determined using any criteria deemed appropriate, including sliding scales based on membership categories, annual revenue, payment schedule, or other relevant factors.

3. General and Specialty Contractor Members: Dues for General and Specialty Contractor Members are generally based on the annual volume of contracting business conducted in Guam during the previous year. For off-island firms with no ongoing business in Guam or those with minimal business activity each year, dues will be calculated at the lowest-tiered annual volume rate.

4. Associate Members: Dues for Associate Members are typically based on the firm’s annual gross revenue from the prior year. Off-island firms with no active business in Guam or limited business volume during the year will also pay dues at the lowest-tiered annual revenue rate.

5. Allied Members: Allied Members, including not-for-profit organizations and local or federal government agencies, are exempt from paying annual dues.

6. Meeting Fees: Attendees at membership and committee meetings are required to pay a fee determined by the Board to cover venue and meal service costs.

7. Special Assessments: The Board of Directors may impose special assessments to address extraordinary expenses. While payment of such assessments is not mandatory for continued membership, all members are encouraged to contribute.

§5.1 – Regularly Scheduled Meetings:

1. Annual Meeting of Members: The Guam Contractors Association (GCA) shall convene an annual meeting of its members each year to conduct essential business, including the election of the Board of Directors for the upcoming term and the discussion of any other relevant matters brought before the assembly. This meeting is a critical event for members to participate in the governance of the Association and to ensure the continued success and alignment of the GCA’s mission with its membership.

1. The annual meeting is traditionally held on the third Wednesday of April, but the date may be modified at the discretion of the Board of Directors to accommodate any scheduling conflicts or unforeseen circumstances. The Board has the authority to select an alternative date if necessary, ensuring that the meeting is held at a time that is convenient for the majority of members and conducive to a productive discussion.

2. Membership Meetings may be conducted virtually through online platforms such as Zoom, Microsoft Teams, or other similar technologies that are approved by the Board. These platforms must enable clear audio and visual communication, allowing all participants to see and hear one another during the meeting. The incorporation of this in all meetings of the membership is highly encouraged, these meeting can then be recorded and posted in the members only area on the website. This provision ensures that members who are unable to attend in person due to various reasons—such as travel, health concerns, or scheduling conflicts—can still actively participate in the meeting. Members attending remotely via these platforms are considered to be present and can fully engage in discussions and decision-making, just as if they were physically present at the meeting location.

3. At the meeting, members will have the opportunity to elect Directors to serve on the Board for the coming term. Elections are conducted for the class of Directors whose terms are set to expire, and voting is an essential part of the democratic process that ensures members have a voice in the leadership of the Association.

4. Voting members are given the option to cast their votes in advance by mail prior to the meeting date, using a mail ballot. This allows all members, regardless of their ability to attend the meeting in person, to participate in the election process. The results of the mail ballot will be collected, counted, and announced during the annual meeting. This ensures transparency and accuracy in the election process, providing all members with a clear understanding of the election outcome.

5. In addition to the election of Directors, the annual meeting serves as a forum for discussing the state of the Association, addressing any important business, and reviewing the progress made toward achieving the organization’s goals. Members will also have the opportunity to raise questions, share feedback, and propose initiatives for the future direction of the GCA.

6. The Annual Meeting of Members is an important occasion that fosters engagement, strengthens community ties, and helps shape the future of the Guam Contractors Association.

2. General Membership Meetings: The Guam Contractors Association (GCA) holds regular General Membership Meetings to provide members with opportunities for networking, updates, and discussions on issues impacting the construction industry. These meetings are typically scheduled for the third Wednesday of each month at 11:30 AM, with exception to the month of December, there shall be no general membership meeting scheduled for the month of December in observation of Christmas. The specific location announced in advance through the Association’s communications channels. This consistent schedule ensures that members can plan to attend and engage in the vital activities of the Association.

1. Each General Membership Meeting often features a guest speaker who addresses a topic of general interest and relevance to the membership. These speakers may be industry experts, thought leaders, or professionals from a range of sectors who offer insights into new developments, trends, or best practices within the construction, contracting, or related fields. These presentations serve as valuable opportunities for members to stay informed about the latest advancements and to continue their professional development.

2. In addition to guest speakers, the meetings typically include updates from the Board liaison or committee chairpersons for each of the GCA’s active committees. These updates provide members with information about ongoing committee activities, progress on specific initiatives, and any items of interest or importance to the broader membership. Members are encouraged to attend these meetings not only to gain updates from committee leaders but also to provide input or ask questions regarding the work being done across the Association’s various committees.

3. While the General Membership Meetings are a key part of the GCA’s engagement with its members, the Board of Directors reserves the right to cancel, postpone, or reschedule any meeting at its discretion. This flexibility allows the Board to accommodate unforeseen circumstances or changes in availability, ensuring that the quality and relevance of the meetings are maintained.

4. Overall, the General Membership Meetings serve as an essential platform for members to engage with the Association’s leadership, learn from guest speakers, and stay informed about the latest developments in the industry. These gatherings foster a strong sense of community and collaboration within the membership, supporting the continued growth and success of the Guam Contractors Association.

§5.2 – Special Meetings of Members:

A Special Meeting of the Membership may be convened when necessary to address urgent matters or specific business that cannot wait until the next scheduled General Membership Meeting. A Special Meeting can be called under the following circumstances:

1. By the Chairman: The Chairman of the Guam Contractors Association (GCA) has the authority to call a Special Meeting when deemed necessary for the Association’s interests.

2. By a Majority of the Board of Directors: If a majority of the Board of Directors believes that a special session is required, they may call for such a meeting to address critical or time-sensitive issues.

3. By a Petition of Five (5) Members: If at least five (5) members submit a written request to the Chairman, a Special Meeting may be called. The written request must clearly specify the purpose of the meeting and the matters that need to be addressed.

1. The written request for a Special Meeting must include a detailed agenda outlining the purpose of the meeting, ensuring transparency and clarity about the issues to be discussed. This allows members to be adequately prepared and informed prior to attending the meeting.

2. Once the Special Meeting has been called, written notice specifying the date, time, location, and agenda of the meeting must be sent to each member. This notice will be mailed or emailed to all members at least seven (7) days in advance of the scheduled meeting date. This advance notice ensures that members have sufficient time to review the agenda and make arrangements to attend.

3. Only the business specified in the notice may be discussed or transacted during the Special Meeting. This limitation helps maintain focus on the specific issues that led to the meeting being called, ensuring that time is used efficiently and that members can address the matters at hand directly.

4. In special circumstances, the Board of Directors has the discretion to waive the written notice requirement and may opt to provide oral notification instead. This provision allows flexibility in urgent situations where it may not be feasible to send written notices in advance.

§5.3 – Notices and Quorum:

1. Notice of Member Meetings: Written notice of annual, regular, or special meetings shall be provided to each voting Member via email, fax, or delivered letter at least seven (7) days before the meeting, unless a longer notice period is mandated by law.

2. Quorum and Majority Action: A Member meeting duly called cannot transact business unless a quorum is present. Ten percent (10%) of the general membership eligible to vote, whether present in person or by proxy, shall constitute a quorum. Unless otherwise required by law, actions requiring a Member vote shall be authorized by a majority of votes cast by Members present in person or by proxy. Members in attendance at a properly organized meeting may continue to conduct business until adjournment, even if the withdrawal of Members results in less than a quorum.

3. Ballots and Proxy Voting: Voting Members may cast their votes on any matter via mail, fax, or electronic ballot. Members entitled to vote at meetings or to provide written consent or dissent on corporate actions may authorize a proxy to act on their behalf. A proxy must be executed in writing by the Member or their authorized attorney-in-fact and filed with the Chapter Secretary. Unless coupled with an interest, proxies are revocable at will, but revocation is effective only upon written notice to the Board Secretary.

4. Unanimous Written Consent: Actions requiring Member approval may be taken without a meeting if all voting Members provide unanimous written consent, specifying the action taken. This consent must be signed by all eligible Members and filed with the Corporation’s Secretary.

5. Voting Rights: Unless otherwise restricted by these Bylaws, each Member, except Allied Members, is entitled to one (1) vote.

§6.1 – Election of Directors:

1. Annual Elections: The Guam Contractors Association (GCA) holds Annual Elections each year in April to fill available positions on the Board of Directors and ensure continued leadership and governance of the organization. These elections are an important part of the association’s democratic process, providing members with the opportunity to participate in shaping the future direction of the organization.

1. Elections will be conducted annually, with polling closing promptly at 12:00 PM on the day of the April General Membership Meeting. This ensures that all voting members have a chance to cast their ballots in a timely manner. After polling closes, the ballots will be counted during the luncheon meeting, and the results will be announced at the conclusion of the meeting. This process promotes transparency and allows members to learn the outcome of the elections in real time.

2. There are a total of fourteen (14) Board positions, which include various categories to ensure a diverse representation of the GCA’s membership. The distribution of Board seats are as follows:

1. Nine (9) Positions for Contractor Members: These positions are designated for Contractor Members of the GCA and are elected by the general Membership during the April elections. These positions ensure that Contractor Members, who are key stakeholders in the construction industry, are well represented on the Board of Directors. Of the nine (9) positions available, four (4) are reserved for Executive Officers. For more details on the roles and responsibilities of these Executive Officers, please refer to §3.2 Executive Officers.

2. Four (4) Positions for Associate Members: These positions are designated for Associate Members of the GCA and are elected by the Board of Directors in May following the Annual Election. These positions ensure that Associate Members, who represent businesses involved in the building and construction industry as design professionals or suppliers of goods and services, have a voice in the governance of the Association.

3. One (1) ex officio position for the President: This position holds no voting rights. The individual in this role is granted authority based solely on their office or position, without the ability to participate in voting decisions. The President’s ex officio status ensures their involvement in discussions, deliberations, and decision-making processes, but they are not entitled to cast a vote on matters requiring a majority.

3. To ensure the eligibility of potential Board candidates, the President of the GCA will provide the Chairperson and the Nominating Committee with up-to-date information regarding the eligibility status of current Board members. This information helps to ensure that the election process is conducted fairly and in accordance with the GCA’s Bylaws, with all nominees meeting the necessary qualifications.

4. Overall, the Annual Elections play a crucial role in the operation and leadership of the Guam Contractors Association, enabling members to elect qualified individuals to positions that influence key decisions and strategies. This process ensures that leadership is accountable, and that new and diverse voices are heard in guiding the future of the Association.

2. Nominating Committee: At least 90 days before the election date, the Chairperson shall appoint a Nominating Committee comprising three (3) association members in good standing and the President. These members must not intend to run for election. The Chairperson will inform the committee of the number of positions to fill, and the committee will aim to include twice that number of candidates on the ballot. Prospective candidates will be selected from active Contractor members. The President will announce the Nominating Committee members to the membership, encouraging recommendations for suitable candidates. Only members in good standing may be nominated. The proposed list of candidates will be vetted by the Executive Committee before inclusion on the ballot. Nominations will close 45 days before the election date. The committee will also nominate candidates for Associate Member positions to be elected by the Board.

3. Notice to Membership: The Chapter President will announce the approved candidate list, including brief biographical data, in the next Construction News Bulletin following Executive Committee vetting. At the March general membership meeting, candidates will introduce themselves and outline their election platform. Candidates may also use association facilities to distribute informational flyers.

4. Balloting: The Chapter President will prepare ballots on special paper listing all candidates alphabetically, with the number of positions to vote for clearly indicated. Ballots will be mailed to members at their last known address at least 30 days before the election. Each ballot will include a sequentially numbered return envelope. Each eligible member—Contractor, or Associate—shall have one (1) vote.

5. Voting: A sealed ballot box will be placed in the association office, secured to allow ballots to be inserted but not removed. Ballots may be cast until 10:00 AM on election day, at which point the box will be transported to the April general membership meeting venue. Ballots will also be accepted at the meeting until 12:00 PM. All voting will be conducted by secret ballot using only the official ballot and return envelope.

6. Vote Counting: The Nominating Committee will act as tellers and judges of the election. Assistance may be provided by other non-candidate members in good standing. Vote counting will occur in private, witnessed by the Secretary-Treasurer. The ballot box seal will be broken, and sequential numbers on envelopes verified against a control list. Invalid or duplicate ballots, or ballots not on official paper, will be excluded. Votes will be tallied anonymously. In the event of a tie, spoiled ballots may be used to resolve it. If unresolved, the judges will draw lots to determine the winner. Newly elected Directors will be announced alphabetically. Three alternates, ranked by votes received, will also be named to fill any future Board vacancies. The election results will be certified by the Committee, witnessed by the Secretary-Treasurer and auditor, and all ballots and tally sheets will then be destroyed.

7. Election of Associate Directors: During the first week of May, the Board will meet to elect Associate Directors by secret ballot, based on Nominating Committee recommendations and Executive Committee vetting.

8. Election of Officers: Every two years, during the first week of May, the Board of Directors will convene to elect new officers for the Guam Contractors Association. This bi-annual meeting is a critical opportunity for the Board to ensure the leadership team is well-positioned to drive the organization’s strategic goals and ensure continuity in its operations.

1. During this meeting, the election will be conducted by secret ballot, providing a fair and confidential process for all members of the Board to cast their votes. The following officer positions will be addressed:

1. Chairman-Elect and Vice Chairman-Elect: The Chairman-Elect and Vice Chairman-Elect will automatically assume their respective roles, as outlined in the Association’s established succession plan section (§3.2.6). These individuals will transition into their leadership positions following the completion of the current Chairman and Vice Chairman’s terms. This automatic transition ensures continuity in leadership while maintaining the organization’s strategic direction.

2. Secretary-Treasurer: The position of Secretary-Treasurer will be elected by the Board during this meeting. The election will follow the guidelines set forth in the Tenure and Succession of Executive Officers section (§3.2.6 (B)), ensuring a smooth process for selecting a new individual to fulfill the responsibilities of managing the Association’s finances, budget, and operational oversight.

2. This bi-annual election process ensures that the leadership team remains responsive, accountable, and aligned with the needs of the Association. It provides the Board with the opportunity to assess and elect individuals who have demonstrated the leadership qualities, vision, and commitment necessary to guide the Association effectively. By holding elections regularly, the Board ensures that executive officers are selected based on merit, and that leadership transitions happen in a structured and transparent manner, fostering a strong and stable foundation for the future of the Guam Contractors Association.

9. Transition: Board members will continue to fulfill their duties until the completion of the elections, the newly elected Directors will officially take on their respective roles and elect the new Associate Directors and Officers, and the newly elected Directors and Officers will be formally sworn in during the May general membership meeting.

§6.2 – Tenure of the Board of Directors:

1. The Directors of the Guam Contractors Association shall serve two (2) year terms. At the Corporation’s April General Membership Meeting, three (3) Directors will be elected by secret ballot. The terms of the newly elected Directors will officially begin at the May Board of Directors Meeting, ensuring that leadership transitions occur smoothly and in line with the organization’s governance structure.

2. Term Limits: Board members are subject to a term limit of two (2) consecutive two-year terms. After serving two consecutive terms, Board members who are not corporate officers must take a break from seeking re-election for themselves or for any other members of their firm. This one-year hiatus ensures that the Board continues to refresh its leadership while maintaining opportunities for new perspectives and ideas.

3. Once this one-year hiatus has passed, former Directors are eligible to seek re-election to the Board, thus allowing them to return to governance if they wish, while maintaining an equitable rotation of leadership and giving other potential candidates a chance to contribute. This term limit policy is designed to promote leadership development and maintain a dynamic and diverse Board. It ensures that Board positions remain open to new talent and that the organization continues to benefit from a healthy balance between continuity and fresh input.

§6.3 – Vacancies on the Board:

1. In the event of a vacancy on the Board of Directors, the remaining Directors shall have the authority to fill the position through an appointment, provided the appointee meets the qualifications necessary for Board membership. To ensure that the replacement is in line with the Association’s goals and membership diversity, Contractor Members will be given the opportunity to propose a replacement candidate. The proposed candidate must then be approved by the remaining Directors before the appointment is finalized.

2. When selecting a candidate to fill a vacancy, preference will be given, when possible, to members who have stood for election in the most recent annual election. This practice ensures continuity and leverages candidates who have already demonstrated their interest and qualifications in serving on the Board, thereby maintaining a pool of committed and prepared leaders.

3. The term of any appointed Director shall be aligned with the unexpired term of the Director being replaced. This ensures that the replacement continues the work of the departing Director without disrupting the overall governance structure. Once the appointed Director’s term concludes, they will be eligible to stand for re-election in accordance with the Board’s regular election process.

4. This process provides a fair and transparent method for filling vacancies while ensuring that the Board remains functional and effective throughout any transitions. It maintains a steady leadership pipeline and ensures that the appointed Directors are fully qualified and aligned with the Association’s mission and values.

§6.4 – Expectations and Responsibilities of Directors:

1. Directors are expected to exhibit leadership individually and collectively in advancing the association’s mission and goals. Each Director will oversee one or more committees and serve as a liaison between the Board and their assigned committee(s).

2. Directors are required to attend all official Board meetings. Contractor Members unable to attend may send an Alternate, approved by the Board, to represent them. Failure to attend or provide an approved Alternate for three (3) consecutive meetings will result in a review by the Board.

3. The remaining Board members will evaluate and vote on the matter after the third absence. If no justifiable cause has been submitted to the Chairperson in advance, the absent Director will be asked to resign. The position will then be declared vacant and filled as outlined in the bylaws. A vote for censure requires a simple majority to pass.

§6.5 – Meetings of the Board of Directors:

1. The Board of Directors of the Guam Contractors Association (GCA) shall convene monthly meetings at the Association’s office, typically scheduled for the first Wednesday morning of each month. However, should the majority of the Board of Directors agree to a different arrangement, the meeting date or location may be adjusted as necessary.

2. At the discretion of the Chairman, Board meetings may be held virtually using online platforms such as Zoom, Microsoft Teams, or other similar technologies approved by the Board. These platforms must provide clear audio and visual communication, allowing all participants to see and hear one another during the meeting. The use of virtual meetings is strongly encouraged for all Board sessions, and these meetings may be recorded and posted in the members-only area of the website. This approach offers flexibility for Board members who are unable to attend in person due to reasons such as travel, health concerns, or scheduling conflicts, ensuring they can still actively participate.

1. Furthermore, virtual meetings promote greater transparency within the organization, allowing members to view and listen to the discussions taking place, as well as the initiatives the GCA is pursuing. This enhances accountability and provides members with a clearer understanding of Board activities. Board members attending remotely through these platforms are considered fully present and can participate in discussions and decision-making, just as if they were physically present at the meeting.

3. To conduct official business, a quorum must be present. A quorum consists of at least one officer (Chairman, Vice Chairman, or Secretary-Treasurer) and a minimum of six (6) Directors, including any Alternates. This ensures that sufficient representation is present for decision-making and deliberations.

4. Meetings will be chaired by the Chairman, Vice Chair, or Secretary-Treasurer, in that order of precedence. The Chairman is responsible for facilitating the meeting and ensuring that it runs efficiently and effectively.

5. The agenda for each meeting will be prepared in advance by the Chapter President in conjunction with the Executive Committee. The president shall email the finalized agenda to the Board for their review four (4) days prior to the scheduled meeting. The agenda must include, at a minimum, the following key items:

1. Approval of Previous Minutes: The minutes from the previous Board meeting will be reviewed and approved to ensure that the records accurately reflect the decisions and discussions that took place.

2. Review of the Association’s Financial Position: The Board will assess the current financial standing of the Association, including an update on income, expenditures, and overall financial health. This ensures the Board is informed and able to make sound financial decisions.

3. Chapter President’s Report: The Chapter President will provide an update on the status of ongoing activities, initiatives, and any developments within the Association. This report helps guide the Board in understanding the current direction and performance of the organization.

4. Committee Reports and Other Business: The Board will hear updates from various committee chairs regarding their activities, progress, and any items that require Board input or decision. Additional business may also be raised by the Chairperson or Chapter President for consideration by the Board.

6. Directors are strongly encouraged to raise any additional issues of concern during the meeting, ensuring that all relevant topics are addressed. To maintain order and efficiency in decision-making, the current edition of Robert’s Rules of Order shall be used to resolve any procedural disagreements or conflicts during the meeting.

7. In the event of a tie vote, the Chairperson or the presiding officer of the meeting shall cast the deciding vote, which will break the tie and determine the outcome.

8. The Board’s meeting structure is designed to foster effective governance, ensure transparency, and promote the continued success of the Association through active participation and collaboration among all members of the Board.

9. Green Initiative: In alignment with the growing emphasis on sustainability and environmental responsibility, the Board and its Committees will take proactive steps to minimize paper usage and move towards a more paperless approach. As part of this initiative, agendas and supporting documents will be distributed electronically in a single PDF document to the Board members prior to each meeting. Additionally, these documents shall be made available digitally on platforms such as Linktree, or other similar platforms as approved by the Board.

1. Board members shall have easy access to these materials via their personal electronic devices, including laptops, tablets, iPads, smartphones, and other portable technology. This transition will not only result in cost savings by eliminating printing expenses associated with physical meeting packets, but it will also reduce paper waste that often ends up in the trash, following meetings. By adopting this approach, we are contributing to the reduction of landfill waste, preserving natural resources like trees, and lowering our carbon emissions. In doing so, the Board is making a positive impact on the environment while promoting greater efficiency and sustainability within the association.

§6.6 – Remuneration:

Directors of the Association shall not receive monetary compensation for their services. However, necessary and reasonable expenses incurred in the performance of their duties may be reimbursed, provided such expenses are specifically approved by the Board of Directors.

§6.7 – Removal of a Board Member:

A Board Member who fails to fulfill their duties responsibly and professionally may be removed from the Board by a two-thirds (2/3) majority vote of the remaining Directors. This process shall be conducted in accordance with the current edition of Robert’s Rules of Order.

§7.1 – Standing Committees and Sub Committees:

The association maintains the following Standing Committees, which may be modified at the discretion of the Board. Each committee, where feasible, will elect a Chairman and Vice Chairman, with committee officers chosen by the respective committee members.

1. Executive Committee: The Executive Committee serves as the leadership core of the Guam Contractors Association, ensuring the smooth execution of its strategic goals and operational objectives. This committee comprises the Chairman, Vice Chairman, Secretary-Treasurer, GCA President, and Past Chairman, each bringing their unique experience and expertise to the table. Acting as the primary representatives of the Board, the Executive Committee functions as the executive cabinet, providing direction and oversight on behalf of the broader membership. Responsibilities include:

1. Strategic Oversight: This committee is responsible for guiding the association’s strategic vision, ensuring alignment with its mission and goals.

2. Operational Management: The Executive Committee addresses urgent or critical matters requiring immediate action, ensuring the association’s day-to-day operations run smoothly.

3. Policy Development: It develops and reviews policies and recommendations for consideration and approval by the full Board of Directors.

4. Financial Stewardship: This committee oversees financial matters, including budget reviews and resource allocation, maintaining the fiscal health of the association.

5. Representation: Members of the Executive Committee serve as the face of the GCA, representing the association in external engagements and high-level discussions.

6. Reference to Duties: The specific duties and responsibilities of the Executive Committee are further detailed in Article III of these bylaws, ensuring clarity and accountability in their operations.

This committee’s collaborative efforts are pivotal to advancing the association’s objectives, serving as a guiding force for the organization and a bridge between the Board and its membership.

2. Activities, Professional, and Community Affairs Committee: This committee is responsible for planning and executing all events, activities, and fundraisers hosted by the GCA. Its dedicated members ensure that each event is flawlessly organized and successfully carried out, contributing significantly to building a vibrant and engaging community for the association’s members. This committee also oversees the following subcommittees:

1. Annual Golf Tournament.

2. Annual Picnic.

3. Excellence In Construction (EIC) & Contractor Of the Year (COY) Awards Banquet.

4. Annual Pizza Pop & Power Tools event.

5. Construction Warriors event.

3. Education and Training Committee: This committee diligently oversees the construction industry apprenticeship program in partnership with the GCA Trades Academy, The Guam Community College, The Department of Labor and NAVFAC. It develops training initiatives and partnerships to meet the educational needs of member firms and their employees. By crafting and shaping all education and training programs offered by the GCA, the committee ensures that members are equipped with the skills and knowledge necessary for success in the industry. A few of the training programs this committee manage are as follows:

1. NCCER Craft Training Programs.

2. Construction Quality Management for Contractors (CQM-C).

3. EPA 608 Refrigerant Handling Certification Program.

4. GCA Trades Academy Scholarship Opportunities.

4. Health and Safety Committee: This committee fosters partnerships to promote safe working environments through community outreach and training. Collaborating closely with the Education and Training Committee and regulatory agencies such as OSHA and NAVFAC, it sponsors training sessions and seminars to enhance workplace safety. Additionally, the committee works in coordination with the Activities, Professional, and Community Affairs Committee to support safety-related events. Key initiatives include:

1. Annual Samoan Joe Safety Conference

2. EM 385-1-1 40-hour Construction Safety Hazard Awareness Training

3. OSHA 10 & 30-Hour Courses

4. OSHA Numbered Courses

5. Government, Military, and Labor Relations Committee: This dedicated committee plays a vital role in coordinating with government officials and navigating the complexities of government processes. Their primary responsibility is to advocate for and keep members informed about current and proposed legislation impacting the construction industry. The committee represents the association at legislative hearings and other forums, advocating for the needs of our membership and the construction sector. It also monitors labor practices, focusing on both alien labor and the development of a skilled local workforce. Serving as the GCA’s key liaison for all government-related matters, this committee also oversees and manages the following subcommittees and focus groups:

1. Infrastructure & Housing.

2. Permitting and Processing.

3. H2B and Local Labor Laws.

4. Awarding the Awards.

5. Legislative Lobbying.

6. Membership Committee: The Membership Committee is dedicated to providing valuable services and resources to member organizations. To ensure members maximize their membership, the committee compiles key information into the Membership Committee Guide, a comprehensive resource. The committee engages with prospective members through community outreach, evaluates and manages member benefits and affinity programs, and provides recommendations to the Board for enhancing member offerings. Additionally, the committee focuses on keeping members informed, welcoming new members, and fostering a strong, supportive network. Collaborating closely with the Activities, Professional, and Community Affairs Committee. Some key initiatives include:

1. Group Health and Dental Insurance.

2. The CNB “Contractors News Bulletin”.

3. The Membership Directory & Construction User Guide.

4. The GCA Website.

5. The GCA Facebook Page.

6. The GCA Today podcast.

7. The GCA Merch Store.

8. CORE Sponsorship.

9. Membership Recruitment.

10. General Membership Luncheon Meetings.

11. Annual Membership Luncheon Meetings.

7. Small Business Committee: This committee focuses on addressing small business issues in collaboration with the SBA. Its dedicated members work to disseminate critical information, organize training sessions tailored for small businesses, and provide guidance on regulatory compliance and growth strategies. By ensuring that the concerns and needs of small business members are prioritized and supported, this committee plays an essential role in advancing their interests within the GCA. Some key initiatives include:

1. Training (SBDC, SBA, APEX).

2. Meet the Generals.

3. Social Mixers.

8. Emerging Leaders Committee: This committee is dedicated to fostering the next generation of industry leaders through community and school outreach, encouraging youth and young professionals to engage with the GCA. By collaborating closely with the Department of Education and other community organizations, the Emerging Leaders Committee works to connect, equip, and empower future leaders. The committee’s programs have a significant impact on participants by addressing key leadership skills and modern challenges. Designed to provide a deeper understanding of effective leadership, with focus on developing the personal and professional abilities needed to:

1. Build and lead high-performing teams.

2. Implement and monitor observation and coaching strategies effectively.

3. Facilitate collaborative planning processes.

4. Youth Outreach & Career Day

This committee also provides opportunities for accelerated career development and personalized coaching, ensuring participants are well-prepared to lead and excel in their roles within the construction industry.

9. Other Special Committees: The President, with Board approval, may establish standing or special committees as needed for any purpose related to the association’s mission. The powers and duties of such committees may be defined irrespective of overlap with existing committees.

§7.2 – Rules Governing Committees:

1. A quorum for each committee shall consist of a majority of its members.

2. No standing or special committee shall have the authority to bind the association through any action without prior approval from the Board of Directors.

3. All correspondence and documents related to the committee’s work shall be forwarded to the association’s files for record-keeping and reference purposes.

4. The Board Chairman, with the approval of the Board of Directors, has the authority to discharge any special or standing committee for failing to fulfill its responsibilities. The Chairman shall also appoint, subject to Board approval, new members to replace those discharged from committees.

5. Special committees shall be considered discharged once their reports have been submitted to and accepted by the Board of Directors, unless otherwise directed.

6. Any resignation from a special committee must be submitted in writing to the Board Chairman.

7. Failure of any committee member to attend three (3) consecutive meetings, without just cause, may be treated by the Board Chairman as a resignation.

8. The chairperson of each standing committee shall be elected for a one-year term during the May committee meeting. The selection of the chairperson shall be ratified by the Board of Directors.

9. Committee meetings may be held virtually using online platforms such as Zoom, Microsoft Teams, or other similar technologies approved by the Board. These platforms must provide clear audio and visual communication, allowing all participants to see and hear one another during the meeting. The use of virtual meetings is strongly encouraged for all Committee sessions, and these meetings may be recorded and posted in the members-only area of the website. This approach offers flexibility for Committee members who are unable to attend in person due to reasons such as travel, health concerns, or scheduling conflicts, ensuring they can still actively participate.

1. Furthermore, virtual meetings promote greater transparency within the organization, allowing members to view and listen to the discussions taking place, as well as the initiatives the GCA is pursuing. This enhances accountability and provides members with a clearer understanding of Committee activities. Committee members attending remotely through these platforms are considered fully present and can participate in discussions and decision-making, just as if they were physically present at the meeting.

10. Green Initiative: In alignment with the growing emphasis on sustainability and environmental responsibility, the Board and its Committees will take proactive steps to minimize paper usage and move towards a more paperless approach. As part of this initiative, agendas and supporting documents will be distributed electronically in a single PDF document to the Committee members prior to each meeting. Additionally, these documents will be made available digitally on platforms such as Linktree, or other similar platforms as approved by the Board.

1. Board and Committee members will have easy access to these materials via their personal electronic devices, including laptops, tablets, iPads, smartphones, and other portable technology. This transition will not only result in cost savings by eliminating printing expenses associated with physical meeting packets, but it will also reduce paper waste that often ends up in the trash, following meetings. By adopting this approach, we are contributing to the reduction of landfill waste, preserving natural resources like trees, and lowering our carbon emissions. In doing so, the Board is making a positive impact on the environment while promoting greater efficiency and sustainability within the association.

§8.1 – Fiscal Year:

The fiscal year of the association begins on the first day of May and ends on the last day of April.

§8.2 – Annual Financial Review:

At the November meeting of the Board, the Directors shall appoint or reappoint an auditor to review the financial accounts of the corporation and assist the President in preparing the Tax Return.

§8.3 – Authorized Signatures:

The authorized signatures for the withdrawal of funds from the corporation’s accounts with banks shall be the Chairman, Vice Chairman, Secretary-Treasurer, Past Chairman, and GCA President, with any combination of two signatures required. The usual authorized signatures will be the GCA President and the Secretary-Treasurer.

§8.4 – Corporate Seal:

The Association shall have a seal, the design of which will be adopted by the Board of Directors. The seal shall be kept in the custody of the Association President, who will affix it to membership cards and other documents as directed by the Board of Directors.

§8.5 – Use of Corporate Emblem & Logos:

1. Members of the Guam Contractors Association (GCA) are permitted to use the association’s emblem on various materials related to their business, including but not limited to stationery, office buildings, job signs, equipment, and other promotional or business-related materials. This emblem serves as a symbol of the member’s affiliation with the association and is a mark of professionalism and credibility within the industry.

2. However, the emblem must be used in a manner that maintains the dignity, prestige, and reputation of the association. Members are prohibited from using the emblem in any grotesque, facetious, or otherwise disrespectful manner. Any use that could diminish the association’s standing or create a negative perception of the organization will be considered a violation of these guidelines. The emblem should always be displayed with the highest standard of professionalism.
3. Should a member wish to use the emblem for purposes not explicitly stated in these guidelines or for non-standard applications, prior approval from the Board of Directors must be obtained. The Board will review such requests to ensure that the proposed use aligns with the association’s mission, values, and public image.

4. Failure to adhere to these rules regarding the use of the emblem may result in the revocation of the member’s privilege to use it and possible other disciplinary actions as determined by the Board of Directors.

§8.6 – National Affiliation:

The association shall maintain its affiliation with the Associated Builders & Contractors (ABC) to benefit from National and International programs available through this connection. Dues payments shall be made to ABC as mutually agreed each year. Members of the Guam Contractors Association are also members of the National ABC.

0§8.7 – National Center for Construction Education & Research:

The association is an “Accredited Training Sponsor” under the National Center for Construction Education & Research (NCCER) and shall comply with all requirements set forth by NCCER’s accreditation standards.

§8.8 – GCA Trades Academy:

The GCA Trades Academy is an “Accredited Training Facility” under the sponsorship of the Guam Contractors Association and serves as the recognized training facility for GCA’s apprenticeship and craft training programs. The GCA Trades Academy operates as a separate entity with its own Articles, By-Laws, and Management. It is governed by its own Board of Trustees.

§8.9 – Non-Discrimination Policy:

In the selection of new members, retention of existing members, and in the hiring and retention of employees, the association adheres to a policy of non-discrimination based on race, color, national or ethnic origin, gender, sexual orientation, creed, religion or religious beliefs, physical disabilities, or age. The Officers and Directors shall encourage participation by small businesses, particularly those recognized as disadvantaged by the Small Business Administration.

§8.10 – Rules of Conduct:

In order to uphold a high standard of integrity, skill, and professionalism within the contracting industry, protect the health, safety, and welfare of the public, and promote the public interest in improving the human environment, the following “Rules of Professional Conduct” are established. These rules shall be binding upon all members of the Guam Contractors Association.

1. Responsibility: Members shall recognize their duty to protect the safety, health, and welfare of their employees, stakeholders, and the public throughout all projects. They shall adhere to and promote the highest standards of safety and working conditions. Members shall establish fair and realistic wage schedules for their employees, ensuring they are compensated appropriately for their skills and work, thus preserving their dignity.

2. Education and Workforce Development: Members shall actively contribute to the education and training of skilled craft professionals to support the long-term success of the Merit Shop industry.

3. Solicitation of Work: Members shall refrain from offering or accepting commissions, political contributions, gifts, or any form of consideration to secure work. They shall provide accurate quotes with realistic prices and completion dates, ensuring that all work is completed as agreed. Members shall engage in competitive bidding processes without collusion or price-fixing. Furthermore, they shall refrain from bidding on work for which they are not properly qualified or licensed.

4. Performance of Work: Members shall ensure their performance meets the owner’s expectations and fulfills all contractual obligations. They are committed to promoting best practices and improving the overall quality of construction in Guam. By encouraging high standards and continuous improvement, members strive to achieve excellence in their work. Members shall cooperate fully with architects, engineers, and other agents of the owner to achieve a common goal. They shall make timely payments to suppliers, subcontractors, and service providers according to the terms of their contracts.

§9.1 – By-Laws:

1. These By-Laws may be amended or new By-Laws adopted through an affirmative vote of two-thirds (2/3) of the Board Members present at any meeting of the Board of Directors, provided that the purpose of the meeting was announced at least ten (10) days in advance.

2. The proposed changes must then be ratified by an affirmative vote of the majority of the general membership present at a duly called and held meeting, where the notice specifically states that the purpose of the meeting is to consider the amendment or adoption of the By-Laws, or by a letter ballot.

1. Copies of the proposed amendments or new By-Laws shall be mailed or emailed to each member, and a copy will be available at the association office and posted on the GCA website for at least ten (10) days prior to the meeting.

§9.2 – Articles of Incorporation:

1. Amendments to the Articles of Incorporation may be proposed and initiated at the discretion of the Board of Directors. However, for such amendments to become official, they must be ratified by a two-thirds (2/3) majority vote of the members present at a duly convened general membership meeting. This ensures that any changes to the Articles are subject to approval by the membership, providing an essential check and balance on decisions made by the Board.

2. The process for proposing amendments will be clearly communicated to the membership in advance of the meeting, allowing members to review the proposed changes and participate in the discussion. Only after receiving approval through the required two-thirds (2/3) majority of the members present at the meeting will the amendments be considered valid and binding. This ensures that the interests and voices of the membership are central to any modifications of the organization’s foundational documents.