CONSTITUTION AND BY LAWS OF
SUNCOAST UTILITY CONTRACTORS ASSOCIATION
ARTICLE I – NAME, SEAL AND PRINCIPAL OFFICE
Section 101 The name of the Association shall be SUNCOAST UTILITY CONTRACTORS ASSOCIATION, a Florida non-profit corporation.
Section 102 The corporate seal of this Association shall bear the name of the Association and the words “Incorporated State of Florida”.
Section 103 The principal office of the Association shall be established and maintained in such location or locations in the State of Florida as the Board of Directors shall from time to time determine.
ARTICLE II – PURPOSES
Section 201 The primary purpose of the Association is to represent the best interests of Utility Contractors who are engaged in such work as the construction of water and sewer systems, land development and roads – including, but not limited to, pipe for storm and sanitary sewers and drainage, water lines, cables, duct, conduits and all other utility work – and projects relating to drainage, sanitation, sewage and solid waste disposal, irrigation, flood control, water supply and similar utility construction work, whether such work is or is not part of, or incidental to, building construction or street and highway construction and/or improvement, and whether such work is inside or outside of property lines, on public or private property, on or off streets or highways, or on or off building or other construction sites and such other purposes as are specified in the Articles of Incorporation, together with all other lawful purposes which will further the interests of the Utility Construction Industry.
To accomplish the foregoing purposes, the Association’s activities are designed;
(a) To define, establish and preserve the identity and the common interests of the Utility Contracting Industry;
(b) To promote better relations between the utility construction industry and governmental agencies, other associations, general contractors, labor, professional engineers and the public at large;
(c) To foster, encourage and maintain safety standards in the conduct of work;
(d) To protect the members of the Association, through resort to available legal remedies and to informational media, against conditions which are designed to prevent them from performing work as safely, efficiently and economically as possible;
(e) To coordinate information relative to the businesses in which utility contractors are engaged;
(f) To represent the common interests of utility contractors at hearings, meetings, and conferences held by private and public bodies on national, state and local levels. To make the voice of the utility contracting industry heard with respect to the promulgation of state and local codes, specifications planning for proper community utilities, water pollution programs, urban renewal, road and drainage programs, mass transit, area redevelopment plans, public works programs, prevailing wage laws and such other activities as may be of significance or interest to our industry;
(g) To participate in or support legal and other actions to the extent and in the manner deemed appropriate in each case which affects the interests of utility contractors;
(h) To promote and foster ethical practices among utility contractors and with the general public;
(I) To engage in research to aid the utility contracting industry;
(j) To exchange data and information with trade associations, chambers of commerce, boards of trade and other organizations engaged in similar activities;
(k) To participate in various civic projects to demonstrate our concern for our community;
(l) To foster and promote quality in the work of our industry and a quality image for the industry;
ARTICLE III – MEMBERSHIP
TYPES OF MEMBERSHIP
Section 301 Membership in the Association shall be of five general types: (a) contractor; (b) associate; (c) sustaining; (d) honorary; (e) affiliate.
Section 302 Contractor member shall consist of any person, partnership, joint venture, or corporation, actively engaged as a utility contractor.
Section 303 Associate member shall be any person, partnership, joint venture or corporation, or any other person or entity, not a utility contractor, but who is interested in the welfare of the industry and of this Association.
Section 304 Sustaining member shall be any person, partnership, joint venture or corporation whose business is not primarily involved in the industry and whose annual business revenues from the industry do not exceed $1.0 million for contractor sustaining members and $0.5 million or 30% of their total revenues for sustaining associate members. Sustaining membership must be approved by 75% of the Board of Directors and the classification of sustaining member will be re-evaluated in November of each year to determine whether their membership category should be reclassified or upgraded. Any sustaining member may upgrade their membership to a contractor member or associate member during the year by paying the current difference in dues.
Section 307 A person who has performed notable service for the Association, industry or any municipal or state government or for the United States, may become an honorary member by the vote of three-fourths of the members of the Board of Directors of the Association.
Section 307a The goal of this membership group is to facilitate partnerships and lines of communication between SUCA and various other organizations, governments, and agencies for mutual gain. This category is limited to any municipal agency, department, government, or authority, utility provider, educational institution or other association that has direct involvement with the utility contracting industry within the Tampa Bay area. Though these entities can have no direct financial gain through membership, they may make long term profits through increased process efficiencies and improved coordination with contractor and associate members. As such, no dues will be collected, but sponsorships in various association events and meetings will be accepted. This category of membership has no voting rights within the organization and may not attend board or committee meetings except at the discretion of the executive board. Membership may be discontinued by either party, however, if no action is taken by either party at year end, the membership will renew.
Section 308 Membership in the Association may be obtained only by majority vote of the Board of Directors on written application therefore, accompanied by the appropriate dues for a full year. The application for membership shall be executed in the form provided by the Association and shall constitute an Agreement that the applicant will abide by the By-Laws of this Association.
Section 309 An applicant shall provide information or references as requested regarding their work and the names of three reputable persons or corporations with whom the applicant has had recent business dealings. This provision may be waived by a majority vote of the Board of Directors.
Section 310 If a partnership or joint venture is admitted to membership, any one partner of such partnership or joint venture may represent the partnership or joint venture at any meeting of the Association. It shall not be necessary that the same partner of such partnership or joint venture be the representative at all meetings. If the member is a corporation, then such representation may be by any officer or duly authorized representative of the corporation.
ADMITTANCE AND MATERIALS
Section 311 On admittance to the Association, the new member shall be so notified, furnished a copy of this Constitution and By-Laws, or such other materials as the Board of Directors may prescribe for the new member’s guidance and information. The new member shall also be furnished a membership plaque, to be retained during membership that will be returned to the Association upon termination of said membership.
REAPPLICATION ON REJECTION
Section 312 An applicant who is rejected for admission may not reapply for at least one year following such rejection.
Section 313 Contractor and Associate members shall enjoy all the rights and privileges of membership and shall be entitled to vote and hold office. There shall be only one Associate member serving as an officer in the capacity of Chairman, Vice Chairman, Secretary or Treasurer.
Honorary and Affiliate members shall be entitled to all of the privileges of membership without the payment of dues, but shall not be entitled to vote or hold office.
Section 314 The privileges of membership in this Association include the right to participate in Association activities, to secure the services provided by the Association and to publicize such membership, including the use of the Association’s emblem, so long as the said emblem is not utilized, in the opinion of the Board of Directors, in a manner that will reflect adversely upon the Association.
OFFICERS AND DIRECTORS MAY NOT DELEGATE
Section 315 If any individual shall be elected as an officer or director of this Association, then the duties of such office shall be performed by the individual so elected and may not be assumed by any other officer or employee of that member’s company or corporation.
Section 316 Persons authorized to act for a member company or corporation in all other respects shall be so designated in writing by a person authorized to act for the company or corporation. Such written designation shall consist of a list of not more than 3 persons who are active authorized representatives of the members company or corporation. The persons designated shall be listed in order of preference so that in the absence of one representative, the next representative listed shall have the right to act for a member company or corporation in Association affairs.
Section 317 Each member is obligated to comply with this Constitution and By-Laws, and to meet all financial obligations to the Association within the time and manner specified. Each member is expected to cooperate fully with the appropriate officials of the Association with respect to Association matters, including official inquiries and requests concerning compliance with the terms of this Constitution and By-Laws.
Section 318 Any member of the Association may resign at any time, but the Association shall not return any portion of said resigning members prepaid dues.
Section 319 A member becomes delinquent if dues are not paid when due, and within thirty days after notice is given. The delinquency shall terminate upon full payment of such dues. No member, while delinquent, shall be permitted to participate, vote or be entitled to receive publications, services or benefits, if any, of this Association. A delinquency of more than three months constitutes resignation of membership.
TERMINATION FOR CAUSE
Section 320 On the written and signed complaint of at least ten members, setting forth reasons giving rise to cause for termination of any member, the Board of Directors shall be assembled forthwith to consider such complaint. Any member against whom such a complaint has been filed may be removed by 2/3rds vote of the members of the Board of Directors in attendance at the review of said complaint, provided that the member proposed to be terminated was first given an opportunity to be heard and a determination is made by the Board of Directors that the termination is in the best interests of this Association. An affected member may, upon written notice to the Board of Directors, within two weeks of an adverse decision, appeal the termination action to the next general membership meeting of the Association. At this meeting, the Board of Directors shall present the matter and the affected member shall again be given the opportunity to be heard. If 2/3rds or more of the vote of the general membership in attendance at the meeting shall concur, the termination shall be final; otherwise, the member shall be reinstated provided all delinquent dues are paid currently and in full within seven calendar days after said vote.
READMISSION AFTER TERMINATION
Section 321 A member who has been terminated may not be readmitted for at least three years, and then only upon proof that they are eligible for membership as a new member. Upon appeal, a member may be reinstated by three fourths vote of the full Board of Directors. The application shall then be treated in the same manner as that of a new member.
RETURN OF ASSOCIATION PROPERTY
Section 322 On termination of membership, the member is obligated to return promptly all properties of the Association, including the emblem which he was permitted to utilize during membership, and he shall cease forthwith to use the name of the Association in any manner whatsoever.
ARTICLE IV – DUES
Section 401 Members of the Association shall pay such annual dues as the Board of Directors shall from time to time determine.
DUES TO NATIONAL UTILITY CONTRACTORS ASSOCIATION
Section 403 The Association shall pay for each of its members, as annual dues, to the National Utility Contractors Association, a sum as may be established from time to time by the National Utility Contractors Association.
Section 404 Annual dues are due and payable in advance to the Association.
ARTICLE V – MEETINGS
Section 501 Meetings shall be called by the Chairman, with the approval of the Board of Directors, and such meetings shall be held at such time and place as the Board of Directors shall from time to time determine.
Section 502 All meetings shall be conducted in accordance with the procedures set forth in the latest edition of Robert’s Rules of Order.
Section 503 For the transaction of business, at least one-third of the membership shall be represented to constitute a quorum.
Section 504 Every member having the right to vote shall be entitled to vote in person or by a proxy appointed by an instrument in writing subscribed by such member and delivered to the Secretary prior to the meeting. Upon demand made by a member before the voting at any election for Directors and Officers, the election shall be by written ballot. No member who owes any amount that is aged ninety days shall be entitled to vote at a meeting. A majority of those members present and voting is required to take any action except as otherwise provided in the By-Laws.
DELEGATION OF AUTHORITY
Section 505 Board of Directors may make general or special delegations of authority to Officers or the Executive Director, who in turn may make further delegations of authority, unless specifically prohibited herein. Each meeting shall receive and consider a report from the Board of Directors regarding the Association’s activities since the previous meeting.
APPEAL TO THE MEMBERSHIP
Section 506 A decision of the Board of Directors (other than as set forth in Section 320) may be appealed to the membership upon petition signed by twenty percent of the active members of the Association. If a 2/3rds vote of the general membership in attendance at the next meeting shall decide against a decision of the Board of Directors, then the Board of Directors shall be bound by the same and shall take such steps as are necessary to abide by the decision of the membership.
Section 507 A special meeting of the Association may be called by the Chairman, majority of the Board of Directors, or upon petition signed by twenty percent of the active members of the Association.
ARTICLE VI – OFFICERS AND ORGANIZATION
OFFICERS AND DIRECTORS
Section 601 The officers shall be a Chairman, one or more Vice-Chairmen, Secretary, Treasurer, and the Directors. The authorized number of members on the Board of Directors shall be not less than nine (9), including the Chairman, one Vice-Chairman, Secretary and Treasurer. SUCA=s previous five Chairpersons will serve on the Board of Directors, so long as he/she remains active in the industry and in SUCA. Beyond the officers, the board shall be approximately balanced between contractor members and associate members. In some instances for legal or organizational reasons there may be a need for an office of President and the Executive Committee shall have the right to appoint someone, either the Executive Director or selected legal counsel or someone else, to serve in that capacity. This office of President may attend meetings of the Board of Directors but shall not be entitled to vote as President.
Section 602 The Chairman, Vice-Chairman, Secretary and Treasurer shall be elected by the members for a term of one year by a majority vote of the members at the Annual Meeting of the members as provided in the By-Laws.
Section 603 The Directors shall be elected by the members for a term of one year by a majority vote of the members at the Annual Meeting of the members as provided in these By-Laws.
BOARD OF DIRECTORS MEETING
Section 604 The Board of Directors shall meet at least four (4) times per year. Meetings shall be called by the Chairman or by the Secretary upon a petition from a majority of the members of the Board. The meeting shall be at the time and place within the west central Florida area as specified in the notice.
Section 605 For the transaction of business, there shall be a majority of the members of the Board who are officers, directors and immediate past chairman. If, however, such quorum shall not be present, the members present shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section 606 A majority of those members present and voting shall be required to take any action except as otherwise provided in these By-Laws.
Section 607 The elected Officers and Directors shall hold office until their respective successors have been duly elected and qualified except as hereinafter provided with respect to removal from office for cause (Sections 605 and 606). In case of a temporary absence or disability of any Officer, the Board of Directors may appoint a person to perform the duties of such Officer during such absence or disability. In case a vacancy shall occur for any reason whatsoever on the Board of Directors, such vacancy may be filled by the Board of Directors by a majority vote of the remaining members of the Board of Directors, and the member so elected shall hold office until the vacancy shall be filled at an election of the members at the next Annual Meeting, or at a Special Meeting, called for the purpose. Effective date of taking office shall be January 1st of each year.
REMOVAL OF OFFICERS
Section 608 Any Officer other than a Director may be removed for cause at any time by a vote of 3/4ths of the Directors present at a meeting for that purpose and any Officer so removed shall simultaneously cease to hold office as Director and said office shall become vacant.
Section 609 The Chairman, shall be the chief executive officer and at such time as the Board of Directors is not in meeting, shall be charged with the general control and management of the business of the Association and shall perform all duties incidental to his office, as well as such additional duties as the Board of Directors may direct or prescribe. The Chairman shall employ and may terminate with the approval of the Board of Directors, employment of employees of the staff necessary to carry on the business of the Association and shall prescribe their duties when not otherwise prescribed. The Chairman may sign and execute all authorized bonds, contracts, checks or other obligations in the name of the Association in accordance with the procedures contained in these By-Laws or established by the Board of Directors not inconsistent therewith. All financial or contractual agreements entered into on behalf of the Association shall require the signatures of two officers. The Chairman shall also keep the Board of Directors fully informed and shall freely consult with them concerning the business of the Association, and from time to time shall make such recommendations regarding the establishment and implementation of policies germane to the objectives and business of the Association as he may deem appropriate.
The Chairman shall conduct and preside at all meetings of the Board of Directors and all Meetings of the Association.
This section shall not be construed, however, to prevent the Chairman, during absences from the offices of the Association, from delegating the duties and responsibilities incident to the day-to-day conduct of the Association’s business to assistants or other subordinate members of the Board of Directors or the Association staff.
Section 610 During the absence or disability of the Chairman or upon his written direction, the Vice-Chairman shall assume all the powers and perform all the duties of that office, and he shall perform all the duties authorized by the Board of Directors. If there be more than one Vice-Chairman, then the Vice-Chairman elected as First-Vice-Chairman or similar designation shall assume office.
Section 611 The Secretary shall keep or cause to be kept an accurate record of the proceedings of all meetings of the members of the Association and of the Board of Directors in books belonging to the Association which books shall be kept at the office of the Association and shall be open at all reasonable times to the inspection of any member of the Association. The Secretary shall issue or cause to be issued all notices of the meetings of the Association and of the Board of Directors and shall cause to be published all notices, the publication of which is required. In the event of his absence from any meeting, a Secretary pro-tempore may be appointed by the Chairman of the Board or the presiding officer. The Secretary shall have charge of the seal of the corporation.
Section 612 The Treasurer shall, subject to the direction and under the supervision of the Board of Directors, have general charge of the financial affairs of the Association and the care and custody of the funds and all valuable papers of the association, except his own bond, which shall be in the custody of the Secretary. The Treasurer shall collect all monies from time to time due and owing to the Association, including membership dues and assessments and shall deposit and disburse the same pursuant to the instructions of the Board of Directors. The Treasurer shall keep or cause to be kept books, in which the names of the members of the Association shall be recorded. The Treasurer shall also keep or cause to be kept accurate books of account, which shall be the property of the Association, and he shall render a statement of the financial affairs of the association to the Board of Directors, whenever they may be required, and at each Annual Meeting of the Association, submit a complete statement of his account as Treasurer, showing all receipts and expenditures of the preceding calendar year. If required by the Board he shall give bond for the faithful performance of these duties, in such form, in such sum and with such surety or sureties as the Board of Directors shall require; the premium for such bond shall be paid by the Association.
BOARD OF DIRECTORS
Section 613 Board of Directors – Subject to the provisions of Section 612 and without prejudice to the powers herein reserved to the general meetings of the Association, the Board of Directors shall be responsible for the entire management of the Association and of the income and property thereof, including authority to issue debentures or borrow or pledge money for corporate purposes. The Board of Directors shall have the sole and exclusive right, with the advice of the Chairman, or constituting committees of any and every nature, whatsoever and to determine and prescribe the authority and duties of such committees. From time to time as the business of the Association may require, the Board may delegate, in writing, to Officers or employees of the Association authority to countersign any and all bonds, checks, contracts and other obligations of the Association and such signatures shall be binding on the Association. Three unexcused absences within any twelve calendar months by a member of the Board of Directors shall result in said Director’s automatic dismissal from the Board of Directors, upon dismissal or resignation of any member of the Board of Directors, a new director shall be elected to fill the vacancy for the unexpired terms and said election shall be held in accordance with the same procedure used to replace an officer as set forth in Section 607.
Section 614 There may be an executive director responsible for the administrative duties which may be delegated by the Board of Directors. The executive director shall attend all Board of Directors meetings and shall have a right to take part in discussion but may not vote.
Section 615 The Board of Directors shall appoint, at least three months before every Annual Meeting, and in no event later than September, a Nominating Committee of at least five in number, who shall select and present to the membership at each Annual Meeting of the Association, a nominee or nominees for each vacancy arising in the positions of Officer or Directors under these By-Laws. A list of nominees shall be sent to the members at least 20 days prior to the annual election meeting. The format and method of balloting shall be determined by the Board of Directors.
Section 616 The Board of Directors shall, subject to the provisions of these By-Laws, also determine the requirements for eligibility, expel or discipline members for improper conduct, violation of rules, or non-payment of dues or indebtedness; and in general, exercise all powers and rights necessary or pertaining to the proper administration of the Association, its affairs and its property, except as such powers are reserved as herein stated.
Section 617 The Board of Directors shall establish all rules and regulations necessary to the conduct of its business and may change, alter and amend the same from time to time.
Section 618 The Executive Committee shall consist of the Chairman, Vice-Chairman, Secretary, Treasurer and up to three additional members appointed by the Chairman. At the request of the Nominating Committee, the Immediate Past Chairman has the option to retain a position on the Executive Board with full voting rights in the year following their last year as Chairman. The immediate Past Chairman shall serve as a mentor to the incoming Chairman and Executive Board. The Executive Committee shall provide executive leadership for the association and is responsible for long range planning for the association. When the Chairman deems a matter to be beyond his direct authority or too urgent to wait for the next meeting of the Board of Directors, the Chairman shall consult the Executive Committee and poll them to determine the immediate course of action. Action taken in this manner shall be reported to the next meeting of the Board of Directors for their review and ratification. The Chairman may consult the Executive Committee by telephone unless three members of the Executive Committee request a formal meeting in which case a meeting shall be held within two working days or as soon as possible. A simple majority of the Executive Committee shall constitute a quorum.
ARTICLE VII – COMMITTEES
Section 701 Committees other than those which are specifically established herein may be established by the Chairman with the approval of a majority of the members of the Board of Directors and the Chairman may delegate to such committees such of his powers as he may deem necessary. The membership of all committees shall be appointed by the Chairman with the approval of a majority of the members of the Board of Directors.
ARTICLE VIII – AMENDMENTS
Section 801 The By-Laws of this Association may be amended or expanded by 3/4th vote of the registered membership present at the Annual or specially called meeting of the Association. Proposals to amend these By-Laws may originate either from the Board of Directors, upon a 2/3rds majority vote of the said Board, or upon petition signed by at least 20% of the membership.
The membership at the Annual or specially called meeting of the Association shall only consider amendments which have been proposed to the full membership at least thirty days prior to the date of the Annual or specially called meeting. In consideration of the amendment, the Annual or specially called Meeting may revise or change the amendment as it deems advisable.
ARTICLE IX – AUTHORITY TO LIMIT MEETING ATTENDANCE
Section 901 The Board shall have the authority to limit attendance at any meeting to current members of the Association.
ARTICLE X – DISSOLUTION
Section 1001 Dissolution of this Association shall require a two-thirds vote by the entire membership. In the event of dissolution the current Chairman shall oversee the disposal of all assets and the proceeds shall be divided among the current membership on a pro-rata basis that is consistent with the ratio of the dues structure. Each member shall have one share per dollar of their current dues structure, excluding dues paid out to national and state associations.