Section 1 -- Meetings of the Corporation
The annual meeting of the corporation shall take place during the first four months of each calendar year. The exact date and location of this meeting shall be determined by action of the Board of Directors.
Section 2 -- Special Meetings
Special meetings of the members may be called by the President of the corporation or by the Chairman when it is deemed necessary or upon written request of one-third of the membership as contained in the Membership Book, or by the written request of three Board Members.
Section 3 -- Voting
Each active member in good standing shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action and such voting at elections and votes on other matters may be conducted by mail. All voting by mail shall be by ballot and a majority of all votes cast shall be necessary to a choice.
Section 4 -- Quorum
A majority of the active members responding to a call for any meeting of the corporation shall constitute a quorum, authorized to transact any business duly presented at any meeting of the corporation. Six trustees shall constitute a quorum of the Board of Directors. A majority of any and all committees shall constitute a quorum of such committee.
Section 1 -- The number of Directors shall be nine, each of whom shall be a duly authorized representative of any active member in good standing.
Section 2 -- The Directors (Trustees) named in the Articles of Incorporation shall hold office until the successors of such Directors (Trustees) are elected and qualified.
Section 3 -- The election of Directors shall be held at the annual meeting of the members or at a special meeting called for that purpose, or by mail. The election shall be by ballot and a majority of all votes cast shall be necessary to elect.
Section 4 -- The term of each elected Director shall be for a period of three years save and except at the first election of Directors, three shall have one year terms, three shall have two year terms and four shall have three year terms. The term of office shall appear on ballot next to the candidate's name.
Section 5 -- Any vacancy in an elective office occurring after election shall be filled by the Board of Directors at a meeting called for that purpose.
Section 6 -- It shall be the duty of the Board of Directors to administer the activities of the corporation.
Section 7 -- The office of a member of the Board of Directors may be vacated by his absence at three consecutive meetings of the Board without good and sufficient reason satisfactory to the Board of Directors.
Section 8 -- The Board of Directors shall be empowered to employ a President (Executive Director) and such other employees as they may deem necessary and provide a basis of compensation.
Section 9 -- There shall be such committees of the corporation as appointed by the Chairman with the consent of the Board of Directors.
Section 10 -- There shall be four regular meetings of the Board of Directors to take place in the office of the corporation, every third month during each year. Other meetings may be called by the President or as defined in Article 1, Section 2, of the Code of Regulations. Ten days notice of all meetings of the corporation or the Board of Directors shall be given to each member, mailed to him at his usual or last known address, and such notice shall contain a statement of the business to be transacted at such meeting.
Section 11 -- All committees shall be subject to the call of their respective chairman.
Section 1 -- The elected officers of the corporation shall be a Chairman, a Co-Chairman and a Treasurer. Said officers shall be chosen by the Directors by majority vote and shall hold office until the date fixed by these regulations or the annual meeting of the members next following the election of such officers, and until their successors are elected and qualified.
Section 1 -- President (Executive Director):
The President shall preside at all meetings such other duties as shall be from time to time required of him by the members, or Chairman of the Board. He shall enforce all laws and regulations of the corporation, and shall be responsible for the day to day operation of the Association. He shall also be responsible for the keeping of the minutes of the proceedings of all meetings and making a proper record of same, which shall be attested by him.
Section 2 -- Chairman of the Board:
The Chairman shall preside at all meetings of the Board of Directors, sign the records thereof and perform generally all of the duties usually performed by the Chairman of the Board of like corporations and such other duties as may be required by him from time to time by the Members or Directors. In the absence of President the Chairman shall preside at any membership meetings.
Section 3 -- Co-Chairman:
In the absence of the Chairman, the Co-Chairman shall have all of the powers and prerogatives of the Chairman.
Section 4 -- Chairman - Pro-Tempore:
In case both Chairman and Co-Chairman are absent or unable to perform their duties, the Directors may elect one of the members of the Board to act as Chairman, pro-tempore. Such Chairman shall have all of the powers and prerogatives of the Chairman or Co-Chairman while filling said office.
Section 5 -- Treasurer:
The Treasurer shall receive and have in charge all monies and securities belonging to this corporation and shall disburse and otherwise deal with the same as shall be ordered by the Board of Directors. He shall keep an accurate account of all monies received and disbursed by him, and shall generally perform such duties as may be required of him by the members or Directors. On the expiration of his term of office, he shall turn over to his successor, or to the Board of Directors, all money and property of this corporation in his hands.
Section 1 -- Active Membership: Individuals, firms or corporations engaged in the production of and use of materials and/or equipment pertaining to the construction of flexible pavements shall be eligible for active membership.
Section 2 -- Associate Membership: Individuals, political subdivisions, firms or corporations, interested, but not engaged, in the production of and use of materials and/or equipment pertaining to the construction of flexible pavements shall be eligible for associate membership in this corporation.
Section 3 -- Any individual, firm or corporation interested in supporting the work of the corporation may, subject to acceptance by the Board of Directors, contribute such sums as they may desire, without the requirement of becoming either an active or associate member of the association.
Section 4 -- The President shall be authorized to accept any application as a member upon the payment of the proper dues pending action by the Board of Directors at any regular meeting of said Board.
Section 1 -- The dues for each fiscal year, ending the last day of December, shall be due and payable in advance or at the date of the member's election or admission to membership. Until such payment thereof no certificate of membership shall be issued. All dues shall be payable to the Treasurer of the corporation.
Section 2 -- The dues shall be in accordance with a schedule recommended by the Board of Directors and approved by the active membership.
Categories of membership for assessment of dues shall be as follows:
Asphalt Concrete Producers
Associate Membership (non-voting):
Equipment Manufacturers & Distributors
Architects & Highway Consulting Engineers
Any member may be suspended or expelled by the Board of Directors for failure to pay dues, or for conduct unbecoming a member. Before any member is suspended or expelled, written notice of the charges against him, and of the time and place of the meeting of the Board of Directors at which the same are to be considered, shall be mailed to him at his last known address, at least thirty (30) days before such meeting; and he shall be given an opportunity to defend, and shall have the right to appeal from decision of the Board of Directors to the members, and upon his written request the President shall call a special meeting of the members to consider such appeal.
Unless this regulation is suspended by a majority vote of the members present at any meeting of the members, the order of business at all members' meetings shall be as follows:
The rules of parliamentary procedure - Roberts Rules of Order - shall govern all meetings of the corporation.
Amendments to the Code of Regulations of this corporation shall be made only at the annual meeting, by a two-thirds vote of the active membership present.
No amendments shall be acted upon unless written notice thereof has been given to the President at least thirty (30) days prior to the meeting.
A copy of such amendments shall be embodied in the call for the next annual meeting, and a copy sent to every member of the corporation at least ten (10) days before the date of the next regular meeting at which the amendment is to be voted upon.
ACTIVE MEMBERSHIP - (voting members)
Asphalt Concrete Producers: All tonnage produced @ 5¢ per ton (Minimum dues $1,500.00/year)
Aggregate Producers: $900.00 per plant ($2,500.00 maximum)
Contractors (non-producers): $1,200.00/year
ASSOCIATE MEMBERSHIP - (non-voting members)
Equipment Manufacturers & Distributors: $800.00/year
General Members: $800.00/year
Asphalt Marketers: $7,000.00/year
Architects & Highway Consulting Engineers: $150.00/year
Political Subdivisions: $100.00/year