GCA By-Laws

THE GUAM CONTRACTORS ASSOCIATION AMENDED CORPORATE BY-LAWS

Article I – Purpose
Article II – Membership
Article III – Board of Directors
Article IV – Corporate Officers
Article V – Executive Director and Administrative Staff
Article VI – Elections
Article VII – Election to Membership and Censure Action
Article VIII – Initiation Fees, Dues, and Special Assessments
Article IX – Membership Meetings and Events
Article X – Committees
Article XI – Miscellaneous Provisions
Article XII – Amendments

These amended by-laws of the Guam Contractors Association became effective on date of May 8, 2001 upon resolution passed by the Board of Directors whose signatures appear on the original copy filed in the headquarters of the association and ratification by the membership on June 20. 2001. The Guam Contractors Association is a non-profit corporation established under the laws of the Territory of Guam under its Articles of Incorporation on the 30th day of October 1959.

ARTICLE I — PURPOSE

Corporate Purpose. To represent its members in any and all matters of common interest pertaining to the business of construction contracting and to promote the integrity and prestige of the contracting industry in Guam and the region by: 1) Fostering craft skill in the local work force through training, 2) Improving industrial safety in the work place through training and interaction with regulatory agencies, 3) Gathering and disseminating information of common interest to the membership, 4) Analyzing pending legislation affecting the contracting industry and lobbying for changes that would better the position of the membership, 5) Interacting with government contracting agencies in improving contract terms and conditions that favor the membership, 6) Promoting the highest standard of business ethics within the membership by providing a forum for professional interaction between members.

ARTICLE II — MEMBERSHIP

There shall be three classes of membership in the association: General Contractor Members, Specialty Contractor Members and Associate Members.

2.01 General Contractor Members. Those member organizations that possess a valid Class A and or Class B license with the Guam Contractors License Board and who are actually engaged in general contracting activity. General Contractor Members are expected to provide leadership within the association.

2.02 Specialty Contractor Members. Those member organizations or individuals that posses a valid Class C License with the Guam Contractors License Board for any specialized field of contracting and who are actually engaged in such activity. Specialty Contractor Members, who are sometimes referred to as subcontractors, enjoy the same rights and privileges of membership as General Contractor Members.

2.03 Associate Members. Those member organizations or individuals who are actively engaged as design professionals or are the supplier of goods or services to the building and construction industry. Associate Members may be appointed to serve on any committee as member or a committee chairperson, may attend meetings of members and have the privilege of the floor and enjoy such rights and privileges as may be provided by these By-Laws or as Determined from time to time by the Board of Directors. An Associate Member shall have the right to vote but shall not have the right to hold office except as otherwise provided in these By-laws. As a general principal, the number of Associate Members will be maintained at less than 50% of total membership.

ARTICLE III — BOARD OF DIRECTORS

3.01 Powers of the Board. The Board of Directors shall have general control of the business and affairs of the Corporation, including the election of officers from the members of the Board of Directors, the appointment of an Executive Director and shall have the right to exercise all powers that may be exercised or performed by the Corporation under the law, its Charter and the By-laws. It has authority to remove from office any Officer or Director by two-thirds majority vote. It has authority to further amend the By-laws by two-thirds majority vote, subject to ratification by simple majority vote of members present and voting in a meeting called for that purpose.

3.02 Membership of the Board of Directors. The Board of Directors shall consist of thirteen (13) members, nine (9) of whom shall be General Contractor or Specialty Contractor Members elected by the membership at-large and four (4) of whom shall be Associate Members elected by the Board of Directors. The President, the Vice-President, the Secretary-Treasurer and immediate Past President shall be included amoung the nine General Contractor and Specialty Contractor Members. No more than one person from each member company may serve of the Board at the same time, however, General Contractor members may designate an Alternate to serve in the place of its elected Director for meetings the elected Director is unable to attend. The Executive Director serves as an ex-officio member of the Board.

3.03 Tenure of the Board of Directors. Directors shall be elected to a one-year term. At the April General Membership Meeting of the Corporation, six (6) directors shall be elected by ballot. Tenure of the director shall commence at the May Board of Directors Meeting.

3.04 Vacancies on the Board. Vacancies shall be filled by appointment made by the remaining Directors. General Contractor members will be afforded the opportunity to supply replacement Director, subject to approval of the remaining Directors. Other candidates to fill vacancies shall be selected, if possible, from those members that stood for election at the previous annual elections. The term of any Director so appointed shall be for the unexpired term of the Director he/she has replaced.

3.05 Responsibility of Directors. Directors are expected to individually and collectively provide leadership in advancing the purposes of the association as described above. Directors will be assigned one or more committees to oversee and to act as liaison between the Board and Committee(s). Directors are expected to attend official meetings of the Board of Directors, or in the case of General Contractor members, send an Alternate that has been approved by the Board. Any Director that fails to attend or fails to provide an Alternate for three (3) consecutive Board Meetings will be subject to censure. At the third such absence, the remaining Board members shall consider and vote on the case. Unless there is clearly justifiable cause for such repeated absence as presented to the President in advance, the Director will be asked to resign and the position will be declared vacant and dealt with accordingly. The vote for censure will pass on simple majority.

3.06 Meeting of the Board of Directors. The Board of Directors shall convene at the office of the Association on the first Wednesday morning of each month, unless otherwise agreed by a majority of the Directors. A quorum shall consist of at least one officer and not less than six (6) Directors (including Alternates). The meeting shall be chaired by either the President, the Vice President or Secretary-treasurer. The agenda for the meeting will have been prepared in advance by the Executive Director and include as a minimum, the following: 1) Approval of Minutes for the previous Board of Directors meeting. 2) Review of the financial position of the association. 3) The Executive Directors report, 4) various committee reports and such other business as may be decided to be included by the

President and the Executive Director, Directors have the right and duty to raise other issues of concern at appropriate times during the meeting. In case of disagreement on procedural matters, the current version of the “Robert’s Rules of Order” shall be applied to achieve resolution. In case of a vote that results in a tie, the President or presiding officer will provide the tie-breaking vote.

3.07 Remuneration. Officers and Directors of the association are not compensated monetarily for services provided. Necessary and reasonable expense may be reimbursed as specifically approved by the Board of Directors.

ARTICLE IV — CORPORATE OFFICERS

4.01 President. The President shall be the chief executive officer of the Corporation. He/she shall preside over all meetings of the Board of Directors. He/she or his/her designee shall preside over all meetings of the general membership. He/she shall have the general powers and duties of supervision and management usually vested in the office of President of a not for profit corporation. He/she shall exercise leadership over the other officers, the Executive Director and Committee Chairs.

4.02 Vice President. The Vice President shall automatically assume the position of President during any temporary absence or permanent vacancy in the position of President. The Vice President shall provide leadership over membership matters, including the vetting of new members, and any censure action required against member companies and individuals. He/she shall have oversight over the Executive Director in inviting guest speakers and arranging the program for monthly meetings of the general membership.

4.03 Secretary-Treasurer. The Secretary-Treasurer shall have general oversight responsibility in relation to financial transactions and financial reporting of the Corporation. He/she shall, through collaboration with the Executive Director, prepare a new fiscal year budget to be presented at the May Board of Directors meeting. He/she shall review the financial statements in advance of each monthly meeting and sign acceptance with the Executive Director. He/she shall resolve any matters of concern through investigation and discussion at an official meeting of the Board. He/she shall take notes at Board meetings and ensure that Minutes prepared by the Executive Director accurately reflect the will of the Board. He/she shall jointly sign checks with the Executive Director for corporate expenditures. The Secretary-Treasurer shall at least once during his/her tenure review the By-laws of the association to determine whether updating is needed and Propose necessary amendments to the Board. During any time the Secretary-Treasurer is not available for his/her duties, the President or Vice President will perform in his/her place. The Secretary-Treasurer shall automatically assume the position of Vice President during any temporary absence or permanent vacancy in that position.

4.04 Past President. The immediate Past President shall serve in an ex-officio capacity on the Executive Committee for a period of one-year following his/her fulfilling the role of President. He/she shall advise the President and other officers in all matters requiring continuity or transition. He/she shall have equal status with other Directors on the Board of Directors.

4.05 Vacancies. In the event of vacancy in the position of any officer of the association, the Board of Director shall elect new officers to fill those vacancies provided that If the vacancy is in the office of President, then the Vice President will accede to the position of President and a new Vice President will be elected from among the Directors.

4.06 Executive Committee. The Executive Committee shall consist of the President, Vice President and Secretary-Treasurer as voting members and the Past President and Executive Director as non-voting members. This committee shall decide salary and benefit provisions for employees of the association. It shall serve as the nominating committee for any replacement of the Executive Director and other employees of the association. It shall make final determinations as to those names to be included on the ballot for election of Directors.

ARTICLE V — EXECUTIVE DIRECTOR AND ADMINISTRATIVE STAFF

5.01 Executive Director. The Executive Director shall be responsible for managing the day-to-day affairs of the association. He/she shall report directly to the President, while implementing policies and procedures decided by the Board of Directors, of which he/she shall be an ex-officio member. The Executive Director must secure the approval of the Board of Directors before committing the association to any agreement, affiliation, contract, lease, purchase or other arrangement that may place a financial or legal liability on the association or its Board of Directors. The Executive Director shall be responsible for receiving dues and other receivables and depositing in the name of the Corporation with a bank or banks approved by the Board of Directors. He/she shall make disbursements by check as authorized by the Board of Directors. He/she shall lend support to various committee actions. He/she shall supervise activities of the association’s office staff. He/she shall be responsible for communicating with the general membership and timely issuance of publications approved by the Board. He/she shall maintain ongoing relations with governmental agencies including the Legislature, the Governor’s office, various departments of GovGuam and federal agencies on Guam. He/she shall maintain ongoing relations with affiliated associations, such as the Associated Builders & Contractors, the Guam Chamber of Commerce, local architectural and engineering associations and others. The Executive Director is appointed by the Board as a salaried employee of the association on the basis of a two-year renewable contract.

5.02 Associated Staff. All personnel employed by the association shall report to the Executive Director who shall be responsible for their performance as employees of the association. The number of personnel and responsibility assigned to each individual shall be recommended by the Executive Director and approved by the Board of Directors.

5.03 Publications. The Executive Director and staff shall be responsible for the issuance of publications approved by the Directors from time to time. The following items are an on-going responsibility:

Construction News Bulletin. Issued bi-weekly. Includes Executive Director’s Report, information on construction industry business opportunities, news from other islands. It is supported by advertising. Evening social gatherings or endorsed by the association when sponsored by one or more of the members.

Membership Directory and Construction Use Guide. Issued annually within four month following election of new Board members. Includes message from the President; listing of Officers, Directors and association staff; description of committees with listing of chairpersons; copy of the current By-laws in fine print; Directory of General Contractor Members, Directory of Specialty Contractor Members and Directory of Associate Members; Directory of Government Agencies that contract for construction services; Directory of regulatory agencies involved with the construction industry. It is supported by advertising.

GCA Web Site. Updated monthly. Content to be decided. It is supported by advertising.

ARTICLE VI–ELECTIONS

6.01 Election of Directors. Elections shall be held annually in April with poll closing at 12:00 noon on the day of the April general membership meeting. Ballots shall be counted during the luncheon meeting with results announced at closing of that meeting. Of the total of thirteen (13) positions on the Board, four (4) are reserved for Associate Members who are elected by the members of the Board in May. Three members are officers: President, Vice President and Secretary-Treasurer and those positions are not to be contested. The Executive Director will advise the President and Nominating Committee on the eligibility status of each current Board member.

6.02 Nominating Committee. At least ninety (90) days prior to the date set for elections, the President shall appoint a committee of three (3) members of the association and the Executive Director to serve as a Nominating Committee. These three shall be members in good standing, as defined by Article VII, Section 7.02, and without intention to themselves become candidates in the same election. The President will inform the Nominating Committee of the number of positions to be filled and the Nominating Committee will attempt to include twice that number of names on the forthcoming ballot. They shall contact prospective candidates from among active General Contractor and Specialty Contractor members. The Executive Director will announce to the membership the names of Nominating Committee members so that any member can recommend suitable candidates including personal interest to stand for election. Only members in good standing, as defined by Article VII, Section 7.02, shall be nominated to Board of Director positions. The list of candidates thus proposed by the Nominating Committee shall be vetted by the Executive Committee before being placed on the approved ballot. Nominations shall be closed forty-five (45) days before the date set for elections. The Nominating Committee shall separately nominate candidates from Associate Membership to be elected by the Board of Directors.

6.03 Notices. The Executive Director shall announce to the membership the list of candidates approved for inclusion on the ballot. Brief biographical data shall be included for each candidate in the next Construction News Bulletin following vetting by the Executive Committee. At the March general membership meeting, each candidate will be asked to briefly introduce themselves to the membership and comment on their purpose for standing in the election. Candidates will also be permitted to use the facilities of the association to distribute fliers for the purpose of informing the membership of their credentials to serve.

6.04 Balloting. The Executive Director shall have ballots prepared on special ballot paper listing all the candidates in alphabetical order with clear indication of the number of positions to be voted. Ballots shall be distributed to all members of the association, by mailing to the last known address provided by the member, at least 30 days before the date set for elections. A specially marked and sequentially numbered return envelope shall be supplied with each ballot. Each member of the association, whether General Contractor Member, Specialty Contractor Member or Associate Member shall have one ballot vote only.

6.05 Voting. A sealed ballot box shall be provided in the office of the association and it shall be prepared in such manner that ballots can be inserted through a slot in the top from the date of mailing the ballots until 10:00 AM on the date of elections. It will then be transported to the venue for the April general membership meeting. Ballots will be accepted at the April General Membership Meeting until 12:00 noon. All voting shall be done by mail or in person by secret ballot using only the ballot form and the envelope provided by the association in conformity with such additional rules and regulations the Board of Directors may adopt, but such rules and regulations shall insure and preserve the secrecy of the ballot. No proxies shall be allowed. Ballots received at the association by mail shall be promptly deposited in the ballot box by the association staff without being opened.

6.06 Vote Counting. The Nominating Committee shall serve as tellers for the vote count and shall also be the Committee of Judges of the Election. Assistance, if needed, may be provided by other members of the association in good standing who are not candidates in this election. The vote counting shall be performed in private and witnessed by the Secretary-Treasurer and a representative of a local auditing firm. The seal on the ballot box shall be broken. The sequential numbers on the sealed envelopes shall first be checked against a control list. Any duplicates shall be declared invalid and not used in the vote count. Likewise, any ballots that are not on the special paper issued by the association or not inserted in a sequentially numbered envelope provided by the association shall be declared invalid and not used in the vote count. The remaining ballots shall be removed from the envelopes without reference to the sequential number and tallied. Any ballot with votes for more than the stipulated number shall be set aside as a spoiled ballot and shall not be used except in case of a tie vote. In such case, all spoiled ballots shall be tallied only for candidates for which there is a tie. In the event of a tie vote affecting the results that cannot be resolved using spoiled ballots, the judges shall cast lots and certify as elected the person or persons whom the lot determines. The newly elected Directors shall be listed in alphabetical order for announcement to the general membership. Three alternate Directors shall also be selected from the vote count and will be eligible to fill out the unexpired term of any vacated position on the Board. They will be listed in order by number of votes. The Committee of Judges of the Election shall certify the election by signing on the list of new Directors and Alternates. This certification shall be witnessed by the Secretary-Treasurer and the auditor who shall sign the same document. Immediately thereafter, all ballots and tally sheets shall be destroyed by shredding. The Secretary-Treasurer will announce the result of vote counting to the membership.

6.07 Election of Associate Directors. During the first week in May, the Board of Directors shall meet to vote by secret ballot to fill positions for Associate Directors. The election will be based on nominations of the Nominating Committee and vetting by the Executive Committee.

6.08 Election of Officers. During the second week in May, the entire Board of Directors shall meet to vote by secret ballot to fill any open officer position(s).

6.09 Transition. The outgoing officers and Board of Directors shall retain responsibility and authority for the association until the elections of Associate Directors and Officers, as described in 6.07 and 6.08 of this Article, are complete. Thereafter, the newly elected Officers and Directors shall assume responsibility and authority for their respective positions. The President shall retain responsibility and authority for the association until elections of Associate Directors and Officers, as described fin 6.07 and 6.08 of this Article, are complete. Thereafter, he/she shall assume the position of Past President. The new officers and Directors will be sworn in at the May general membership meeting.

ARTICLE VII — ELECTION TO MEMBERSHIP AND CENSURE ACTION

7.01 Application for Membership. Every applicant for membership shall file an application with the Executive Director on the form approved for the purpose, setting forth information as required by the Board of Directors. Every application shall be accompanied by an initiation fee. The application will first be examined by the Executive Director then vetted by the Vice President. The application will then be put to a vote by the Directors with recommendation by the Vice President. A concurring vote of two-thirds (2/3) of the members of the Board of Directors shall be necessary for election of an applicant for membership. For applicants whose membership application is declined, the initiation fee shall be refunded.

7.02 Members in Good Standing. Members of the association are expected to attend a reasonable number of association functions and participate in at least one committee activity. Members are expected to make dues payments on time and participate in special assessments as the need arises. Only members in good standing shall be nominated to Board of Director positions.

7.03 Resignations. Any member, not in arrears for dues and not indebted to the association, may resign by delivery of a written resignation to the Executive Director. Thereupon, such resignation, without the necessity of any acceptance, shall become effective forthwith, unless otherwise specified therein. Upon resignation as provided herein, all interest of such member in the association and in its assets shall immediately cease and terminate.

7.04 Delinquent Members. A member shall become delinquent if dues are not paid when due and payable. If after notice, such default is not cured within thirty (30) days, the member may be recorded as delinquent. With the consent of the Board of Directors, the delinquency of a member may be removed by payment of dues in full or in part. Delinquency of more than six (6) months shall constitute grounds for expulsion of a member.

7.05 Discipline, Suspensions and Expulsion Causes. For any violation of these By-Laws, or of any rule, regulation or policy adopted by the membership or the Board of Directors, a member may be suspended or expelled by a vote of two-thirds of members of the Board of Directors. The vote shall be by secret ballot

Hearing. No member shall be suspended or removed until he has been given the opportunity at a hearing to produce evidence in support of his answer to the accusations made against him. A Committee on Ethics and Trade Practices, appointed by the President, shall investigate all complaints made against a member and after a hearing thereon, report its findings to the Board of Directors.

Written Order. The order of suspension or expulsion stating the time thereof shall be in writing and filed with the records of the Board of Directors. A copy of such order shall be posted on the bulletin board in the association office for a period of three (3) weeks.

Legal Liability. Suspension or expulsion shall not relieve a member from any legal liability, which may exist in favor of the association.

Reinstatement. An expelled member shall not be eligible to apply to membership for at least one (1) year after the date of his/her expulsion.

Applicability. The provisions of this Article are not applicable to dismissal from membership for non-payment of dues.

ARTICLE VIII — INITIATION FEES, DUES, AND SPECIAL ASSESSMENTS

8.01 Initiation Fee. The initiation fee for membership shall be a determined By the Board of Directors from time to time.

8.02 Monthly Dues, General Contractor, Specialty Contractor and Associate Members. Dues for general and specialty contractor members are based on the dollar amount of their annual contract volume. Dues for associate members are based on the dollar amount of their annual revenues. Contract and Revenue volume categories and dues are to be determined by the Board of Directors and shall be reviewed annually during the June Board of Directors meeting. Contract and revenue volume categories and dues may be adjusted from time to time at the discretion of the Board.

8.03 Special Assessments. The Board of Directors may levy special assessments from time to time to meet extra-ordinary expenses. While payment of special assessments is not mandatory for continued membership, all members are expected to participate.

ARTICLE IX — MEMBERSHIP MEETINGS & EVENTS

9.01 Monthly Membership Meetings. General membership meeting are held on the third Wednesday of each month at 11:30 AM at a place to be announced. A guest speaker usually addresses those present on a subject of general interest to the membership. The Board liaison or committee chairperson of each committee will be given an opportunity to briefly address the general membership on items of interest concerning a particular committee.

9.02 Annual Planning Conference. In the first quarter of the fiscal year, the association sponsors a Saturday half-day conference to plan the agenda for the year ahead.

9.03 Special Events. The following special events may be held annually as directed by the Board of Directors. Other events not contained in these By-Laws may be organized and implemented as directed by the Board of Directors.

Mixers. Evening social gatherings or endorsed by the association when sponsored by one or more of the members.

Annual Safety Conference. The Safety Committee of the association sponsors the annual safety conference which is attended by a wide spectrum of island industry.

Annual Golf Tournament. The association sponsors a benefit golf tournament.

Annual Picnic. The association sponsors a picnic with activities planned around employees of member firms and their families.

Annual Awards Banquet. The association sponsors an awards banquet recognizing projects of excellence.

9.04 Special Meetings. A Special Meeting of the membership may be called by the President, or by a majority of the Board of Directors or by five (5) members whose request therefore is set forth in writing directed to the President. Such writing shall contain a statement of the purpose of such meeting. At least seven (7) days prior to the date fixed for the holding of any meeting of membership, written notice of the time and place thereof shall be mailed to each member, including associate members. Such notice shall set forth a statement of the purpose of the meeting and business not mentioned therein shall not be transacted at such meeting. In the case of special meetings, the Board of Directors shall have power to dispense with the requirement of written notice and direct that notice thereof may be given orally. Seven (7) members entitled to vote shall constitute a quorum at any special meeting of the membership.

ARTICLE X — COMMITTEES

10.01 Standing Committees. The following Standing Committees are a part of the association and may change from time to time at the discretion of the Board of Directors. Each committee, where possible, will have an elected Chairperson, Vice-Chairperson and Secretary-Treasurer. Committee officers are elected by their respective committee members.

Executive Committee. Constituted of the President, the Vice President, the Secretary-Treasurer, the Executive Director and the Past President. Serves as presidential cabinet with specific duties outlined herein above.

Activities, Professional and Community Affairs. Plans and coordinates the associations social and professional activities. Includes subcommittees for the annual golf tournament, annual picnic and awards banquet.

Education and Training. Sponsors construction industry apprenticeship program with Guam Community College. Develops training partnerships to fulfill the educational needs of member firms and their employees.

Safety. Develops community partnerships to promote safe working conditions in the construction industry. Sponsors training sessions and seminars, in association with concerned regulatory agencies, to promote safety in the work place.

Government Affairs and Labor Relations. Informs and educates members on current and proposed legislation affecting the construction industry. Represents the membership in legislative and other hearings to advance the construction industry. Monitors alien labor practices while encouraging the development of a skilled local labor force.

10.02 Special Committees. The President, with approval of the Board of Directors, may at any time appoint standing or special committees for any purpose connected with the work of the association, and prescribe their powers and duties, irrespective or whether such purposes, powers and duties come within the province of any other committee.

10.03 Rules Governing Committees.

1. A majority of the members of each committee shall constitute a quorum.

2. No standing or special committees shall have power to bind the association by any action without first having the approval of the Board of Directors.

3. Copies of all correspondence conducted by any committee in connection with the work of the association and all documents shall be transferred to the association’s files for reference and information.

4. The President shall have power, with the approval of the Board of Directors, to discharge any special or standing committee for failure to carry out its duties and the President shall appoint, subject to the approval of the Board of Directors, new members to any committee discharge.

5. All special committees, unless otherwise ordered, shall be considered discharged when their reports have been submitted to and accepted by the Board of Directors.

6. Resignation from special committees shall be in writing, addressed to the President.

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

8. The chairperson for standing committees shall be elected for one-year term at the May committee meeting. The committee members selection for the chair will be ratified by the Board of Directors.

9. All standing and special committees shall perform the duties prescribed of them by the Board of Directors.

ARTICLE XI — MISCELLANEOUS PROVISIONS

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

11.02 Annual Financial Review. At the November meeting of the Board of Directors, the Directors shall appoint or reappoint an auditor to review the financial accounts of the corporation and assist the Executive Director in preparing the Tax Return.

11.03 Authorized Signature. Authorized signatures for withdrawal of funds of the corporation on deposit with banks shall be the President, Vice President, Secretary-Treasurer and Executive Director by combination of any two. The normal authorized signatures will be the Executive Director with the Secretary-Treasurer.

11.04 Corporate Seal. The association shall have a seal of such design as the Board of Directors may adopt. The said seal shall be in the custody of the Executive Director and shall be affixed by him to membership cards and such other documents as directed by the Board of Directors.

11.05 Use of Corporate Emblem. Members may use the emblem of the association on their stationary, office building, job signs, equipment and elsewhere, but may not employ it in any grotesque or facetious fashion or in any manner that will reflect upon the dignity or prestige of the association. Use of the emblem for other purposes may be authorized only by the Board of Directors.

11.06 National Affiliation. The association shall maintain affiliation with the Associated Builders & Contractors in order to benefit from the National and International programs thereby available. Dues payments shall be made to that organization as mutually agreed from year to year.

11.07 Non-Discrimination. In the selection of new members and the retention of existing members, and in the selection and retention of employees; it is the policy of the association to ensure that there is no discrimination on account of race, color, national or ethnic origin, on account of gender or sexual orientation, on account of creed, religion or religious beliefs, or on account of physical disabilities or age. The Officers and Directors shall encourage participation by small business enterprises and in particular those that are recognized as being disadvantaged by the Small Business Administration.

ARTICLE XII — AMENDMENTS

12.01 By-Laws. These By-laws may be amended or new By-laws adopted by an affirmative vote of two-thirds of Board Members present at any meeting of the Board of Directors for which this purpose was announced at least ten (10) days in advance of such meeting. The change shall be ratified by an affirmative vote of majority of the members present at any meeting duly called and held, notice of which shall have stated that purpose of the meeting is to consider the amendment or adoption of the By-Laws; or by a letter ballot. Copies of the proposed amendments or new By-laws shall be mailed to each member and a copy shall be posted on the bulletin board at the association office for at least ten (10) days immediately preceding the meeting.

12.02 Articles of Incorporation. Any change to the Articles of Incorporation shall be implemented at the Board’s discretion. Amendments to the Articles of Incorporation must be ratified by two-thirds majority of the members present at a general membership meeting.