(Effective January 1, 1999)

Associated General Contractors of America, Inc.

The territory of this Chapter shall comprise all of the following

Counties in the State of Texas:

The territory of this Chapter as designated by the Associated General Contractors of America, Inc., Washington, D. C., shall comprise all of the territory encompassed within the bounds of the following counties beginning at the Northwest corner and reading clockwise: Cochran, Hockley, Lubbock, Crosby, Dickens, King, Knox, Foard, Hardeman, Wilbarger, Wichita, Clay, Archer, Young, Stephens, Eastland, Comanche, Mills, Terrell, Pecos, Reeves, Loving, Winkler, Andrews, Caines and Yoakum, which joins Cochran, and includes all of the following Counties: Baylor, Borden, Brown, Callahan, Coke, Coleman, Concho, Crane, Crockett, Dawson, Ector, Fisher, Garza, Gillespie, Glasscock, Haskell, Howard, Irion, Jones, Kent, Kimble, Lynn, McCulloch, Martin, Mason, Menard, Midland, Mitchell, Nolan, Reagan, Runnels, Schleicher, Scurry, Shackelford, Sterling, Stonewall, Sutton, Taylor, Terry, Throckmorton, Tom Green, Upton, and Ward, a total of 69 counties.

It shall likewise be the purpose of this organization to organize subcontractors and others that can qualify as Associate Members for purposes similar to those set forth above.

Section 1. ACTIVE MEMBERSHIP. Active membership shall be limited to general contractors whose principal line of work is building construction and who have been engaged in the business of general contracting for two or more years (or such shorter time as may be approved by the Board of Directors), prior to application for membership and who have established a reputation for skill, integrity and responsibility. A contractor is defined as an individual, firm or corporation who contracts to perform construction work in its entirety and who executes such work, in whole or in part, with his/her own constructing forces and equipment. Eligibility rules of the Associated General Contractors of America. Inc., shall govern application for membership in this Chapter.

Section 1-B. EMERITUS MEMBERSHIP. Emeritus Membership shall be limited to individuals, who have been Active or Associate members of this chapter for a period of at least ten (10) years prior to application for Emeritus Membership and who are no longer active in the construction industry. An inactive general contractor or associate member may apply or be nominated to become an Emeritus Member. Upon determining that such applicant meets the requirements for emeritus membership shall, at a regular meeting of the Board of Directors, submit such application for vote. A majority vote of the Board of Directors present and voting at such meeting shall be required to approve Emeritus Membership.

Section 1-C. AFFILIATE MEMBERSHIP. Affiliate membership shall be limited to general contractors as defined in Section 1 of this article, who pay current annual dues assessed by the National AGC to any other AGC chapter.

Section 2. ASSOCIATE MEMBERSHIP Associate membership shall be limited to persons, firms or corporations engaged in the capacity of a subcontractor, or manufacturer, or in the furnishing of material, supplies, insurance, bonds, services or equipment for the construction or maintenance of building, either public, private, residential or industrial; or any person, firm or corporation rendering a service or deriving benefit therefrom. Associate members shall automatically be enrolled as National Associate Members in accordance with the policy of the Associated General Contractors of America Inc. and this chapter.

Section 2-A. DESIGN PROFESSSIONAL MEMBER - A Design Professional Member shall be limited to a person, firm or corporation, which provides design services, associated with commercial building construction, such as architects and engineers. There are no fees required to become a Design Professional Member. Membership is appointed by the Board of Directors annually.

Section 3. Applicants shall be elected to membership only after investigation and report by the Executive Director to the Board of Directors. An Applicant shall be approved by majority vote of the Board of Directors present and voting at a regular meeting of the Chapter. Application for membership shall be recommended to the Board of Directors for approval at a regular meeting and may be approved, denied or tabled at that meeting.

Associate members, who are found to be conducting business in a category other than the one in which their membership exists, i.e., acting as a general contractor, shall be asked to revise their membership status accordingly. Failure to revise membership status within thirty days of receiving notice of such request may result in immediate termination of membership in the chapter. The Executive Director shall bring to the Board of Directors any such matter and shall recommend appropriate action.

Section 4. Resignation of a member shall not be accepted until such member has fully discharged all financial obligations to the Chapter. No member who resigns may be reinstated except upon favorable vote of the of the Board of Directors and upon payment of a reinstatement fee of $50, unless the reinstatement fee is waived by vote of the Board of Directors of the Chapter.

Section 5. In the case of a firm or corporation membership, one individual shall be designated to represent each firm or corporation and this representative may be changed at any time by the firm or corporation member, without charge, by notifying the Executive Director in writing of such change in designation. Only the designated individual representative of a firm or corporation shall be eligible to cast a vote of such member firm or corporation. Corporation or firm members may designate one or more alternates or proxy representatives in addition to the designated representative by filing with the Executive Director the names of such alternates. Such designated alternates may serve at any meeting in lieu of the regularly designated representative in the absence of the latter.

Section 6. Minimum annual fees as of the effective date of this Constitution are $3,000 per year. A new Active member joining the Chapter after January 1 shall be prorated on an annual basis. Thereafter the minimum annual fee shall be due and payable on or before January 10 of each year. The Board of Directors may set payment terms for the minimum annual fee.

Affiliate members shall pay upon election to membership, an initiation fee of $400.00 which shall accompany the application for membership Additionally to receive all chapter services and mailings, they shall pay a minimum annual fee as determined by the Board of Directors each year that is due and payable on or before January 10 of each calendar year.

In no case shall the Affiliate members minimum annual fees be less than $400.

Affiliate members from Chapters with reciprocal split fee agreements will be billed service fees in accordance with these individual chapter agreements and will receive West Texas Chapter services in accordance with those individual chapter agreements. Affiliate members from Chapters without reciprocal fee agreements with this chapter shall pay this chapters’ service fees.

Emeritus members shall be exempt from dues.

Associate members shall pay, upon election to membership, an initiation fee of $50.00. The quarterly dues of the Associate members shall be determined each year, except that the first quarter’s dues of a member joining after January 1 shall be prorated on a monthly basis. Annual dues shall be payable in a lump sum or on a quarterly basis, or such other manner prescribed by the Board of Directors.

Members from other Chapters working in the jurisdiction of the West Texas Chapter shall comply with the West Texas Chapter Fee Schedule.

Section 2. Members shall make quarterly volume reports to the Executive Director on forms to be supplied by the Chapter not later than fifteen (15) days after the close of each quarterly reporting period.

Section 2. EXECUTIVE COMMITTEE MEETINGS. Regular meetings of the Executive Committee shall be held at a time, date and place as determined by the President and shall be no more than seven days prior to the Board of Directors meeting.

Section 3. COMBINED MEMBERSHIP MEETINGS. The regular meetings of the Active and Associate members shall be held at a time, date and place as determined by the Board of Directors.

Section 4. SPECIAL MEETINGS, The Board of Directors or President may call special meetings of the Board of Directors. Active members, combined membership or committee meetings as required & Committee Chairmen may call meetings of their respective committees as required.

Section 5. Five Active members in good standing shall constitute a quorum of the Board of Directors for the transaction of the business of the Chapter.

Section 6. "Roberts Rules of Order" shall govern the conduct of meetings.

Section 1. The officers of this Chapter shall be a President, one or more Vice-Presidents, a Secretary/Treasurer and an Executive Director.

Section 2. The officers, except the Executive Director, shall be elected by a majority vote of the Board of Directors at an election to be held at the December meeting of Board of Directors, and shall take office on the succeeding year. Terms of office for the President, Vice-President and Secretary/Treasurer shall be for one year. Each officer may be nominated and elected to serve one additional year for a maximum of two consecutive years.

Section 3. The President shall preside at all meetings and act as Chairman of the Board of Directors, and shall be ex-officio member of all committees. All committees shall be appointed by the President with the approval of the Board of Directors.

Section 4. The President shall have the power to call meetings of the Board of Directors, the Executive Committee, meetings of the Active members, and meetings of the Associate members. The President shall be authorized to sign checks in the absence of the Secretary/Treasurer.

Section 5. A Vice-President shall, during the absence of the President perform the duties of the President.

Section 6. The Secretary/Treasurer, at the discretion of the Board of Directors, shall, turn over to his successor in office all property of the Chapter in his possession together with a proper accounting for monies received and expended during his tenure in office.

Section 7. The Executive Director, who shall be employed by the Board of Directors, shall serve as manager of the Chapter’s office; he shall under the direction of the Board of Directors, formulate and execute the Chapters work program and other activities. He shall maintain a roster of members, with the names, addresses, and the telephone numbers; collect all dues, initiation fees arid service fees and other monies due the Chapter and shall, after recording the same in a record kept for the purpose, transfer said receipts to the Secretary/Treasurer His books shall be open to inspection by the President, the Secretary/Treasurer, the Finance Committee, or the Board of Directors, at all times. He shall maintain a $150,00 revolving petty cash fund for the purpose of paying incidental expenses of the Chapter. He shall furnish monthly statements to the officers of receipts and disbursements.

Section 1. The affairs and management of the Chapter shall be conducted by a Board of Directors (herein sometimes referred to as the "Board"), subject to these Bylaws. The acts of the Board shall be subject to review by the Active membership, upon written request to the Secretary/Treasurer, by any five Active members in good standing, and at the first regular meeting thereafter such action may be rescinded by a two-thirds vote of the total Active membership.

The Board of Directors shall consist of all Active members.

Section 1. National Director - A National Director(s) can be nominated by a majority vote of the Board of Directors at a regular or special called meeting, This position will be filled by a member of long standing who has dedicated service to the construction industry and the AGC and must have indicated a willingness to serve, to insure that the West Texas Chapter is represented at National and mid-year Board meetings.

Section 2. State Director - the State Director(s) shall be ejected annually at the December meeting by a majority vote of the Board of Directors at a regular or special called meeting. This position will be filled by a member of long standing who has dedicated service to the construction industry and the AGC and must have indicated a willingness to serve, to insure that the West Texas Chapter is represented at the Texas Building Branch, AGC Board meetings.

Section 3. Alternate State Director - the Chapter President will normally act as the alternate to the State Director and will attend Texas Building Branch, ACC Board Meetings as may be required.

Section 1. The Board of Directors shall submit , at the December meeting of the Board of Directors, one or more nominations for all offices expiring at the end of that year. Additional nominations for any office may be submitted by any member from the floor. Selection of officers shall be by majority vote.

The President shall be empowered, with advice and consent of the Board, to create such additional standing or temporary committees as may be required to carry on the work of the Chapter, and he shall appoint the membership to such committees.

Section 1. EXECUTIVE COMMITTEE. The Executive Committee shall conduct the routine affairs of the Chapter and shall develop policy that is to be submitted to the Board of Directors for approval. The Executive Committee shall handle matters not required to be handled by the Board of Directors. The Executive Committee shall be composed of the President, Vice President and Secretary/Treasurer. The Executive Director shall prepare for and attend executive Committee meetings but shall have no voting rights. The Executive Director shall bring items before the Executive Committee prior to consideration by the Board of Directors. The Executive Committee shall be responsible for determining the ways and means for obtaining funds to defray the expenses of the Chapter, It shall perform the duties of an auditing committee and shall cause to be made, the annual audit of the accounts and books of the Chapter and shall make an annual report to the Chapter. The Committee shall review and recommend to the Board on the annual budget and on all other matters pertaining to finance.

Section 1. Any resolution as Chapter policy passed by the Board of Directors shall be binding on all Active, Affiliate. Emeritus and all classifications of Associate members,

Section 2. The Constitution and Bylaws may each be amended by any regular or special meeting of the Active members of the Chapter. Voting by letter or by written proxy shall be permitted. But no amendment may be voted upon either at a meeting or by letter unless ten days advance notice of intention to submit such amendment to the Constitution and Bylaws has been sent by mail to each Active member of the Chapter in good standing.