Effective May 12, 2009
The name of this organization shall be the West Texas Chapter of the 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, Cros-by, Dickens, King, Knox, Foard, Hardeman, Wilbarger, Wichita, Clay, Archer, Young, Stephens, East-land, 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.
The purpose of the Chapter shall be the strongest leadership organization in the commercial building construction industry and to promote a collaborative networking organization with all entities in the building industry through an educational and trade association. To organize the general contractors and associate members within the territory of the Chapter in order to promote better relations between private owners and public bodies, their architects and engineers, on the one hand, and contractors on the other; to maintain high professional standards in the conduct of work; to combat unfair practices; to encourage efficiency among contractors; to rectify conditions of an unsatisfactory character; to encourage those methods of contracting work which relieve the contractors of improper risks; to encourage sound business methods tending to raise the standards of contractors generally in the business world; to maintain an affiliation with the Associated General Contractors of America, Inc.; to provide and maintain offices with plan rooms and provide member benefits; and to acquire and disseminate valuable information and to promote the general interests of the members.
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. GENERAL CONTRACTOR ACTIVE MEMBERSHIIP. General Contractor 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. Minimum eligibility rules for the West Texas Chapter are established by policy of the Board.
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. An individual or firm that is a member in good standing of another chapter of the AGC who is performing work within the jurisdiction of this Chapter or desires to be a member of this Chapter may apply for Affiliate Membership and may be elected an Affiliate Member upon a majority vote of the Board of Directors. An Affiliate Member shall not have a vote or be a representative on the Board. The Affiliate Member shall be entitled to services provided by the 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. Minimum eligibility rules for the West Texas Chapter are established by policy of the Board. Categories of Associate Membership are as follows:
- Specialty Contractor A trades subcontractor to a General Contractor who specializes in one or more types of construction specialties.
- Supplier Manufacturer, Supplier, or Distributor of materials or equipment.
- Professional Services related to the construction industry which may include insurance, bonds, consulting firms, legal and accounting services, technology and communications services, etc.
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. (Relocated from section 3)
Section 2-A. DESIGN PROFESSSIONAL MEMBERSHIP. – 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. APPLICATION AND APPROVAL. All applicants for membership to the Chapter shall complete the application form along with any requested supporting documentation. Applications are to be submitted to the Executive Director who will evaluate the information and collect data necessary for processing the application and then make recommendations regarding the applicant.
General Contractor – All applicants for membership as a General Contractor must be reviewed by the Board of Directors. To be elected as a General Contractor member, a majority of the Board must approve such election. Elections may be held at a regular meeting of the Board of the Directors or by a vote in accordance with Article III, Section 2.
Associate Membership – All applicants for membership as Associate members must be reviewed and evaluated by the Executive Director.
Section 4. RESIGNATIONS. Resignation of a member shall not be accepted until such member has fully satisfied all financial obligations to the Chapter. The member shall be designated “Not in Good Standing.” And shall not be entitled to vote or to the other benefits of membership until all past due fees are paid. Any General Contractor Member who resigns may be reinstated upon a favorable vote 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. DESIGNATION OF MEMBER REPRESENTATIVE. 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. REMOVAL OF A MEMBER. A member may be removed from membership upon a vote of a seventy-five (75%) percent majority vote of the Board of Directors, at any meeting of the Board of Directors in which a quorum is present.
Recommendation for removal may be a result of any of the following:
6a. A Member whose dues are past due for more than (120) one-hundred and twenty days may be terminated from membership. The Executive Director may reinstate the Member or Associate Member upon payment of all past due accounts. Subsequent occurrences will result in a reinstatement penalty of 10%.
6b. A Member firm that ceases to operate because of retirement of its principals, or if a Member or the firm changes the type of business and no longer is representative of the line of work A indicated by their membership with the Chapter, may be terminated.
6c. A General Contractor Member terminated from the Chapter will not again be entitled for Re-instatement until a member’s subsequent record favors application for readmission.
6d. An Associate Member who is terminated for failure to pay dues three or more times may not be reinstated without review and approval by a majority of the Board of Directors.
Section 7. FEES. Minimum annual fees for active General Contractor Members as of the effective date of this Constitution are $3,000 per year and shall be evaluated and established by the Board of Directors on an as needed basis. 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 15th of each year. The Board of Directors may set payment terms for the minimum annual fee.
Affiliate members shall pay upon election to membership, the fee of 25% of the annual member dues and the fee shall accompany the application for membership. Additionally to continue 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 15th of each calendar year.
In no case shall the Affiliate members minimum annual fees be less than $750.
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 annual fees.
Associate members shall submit with the application, a non-refundable application fee of $50 and pay, upon election to membership, quarterly dues. The quarterly dues of the Associate members shall be evaluated and established by the Board of Directors on an as needed basis, 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 8. VOLUME DUES REPORTS. 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 if requested, or at minimum an annual report in the 4th quarter of each year.
Section1. BOARD OF DIRECTOR MEETINGS. Regular meetings of the Board of Directors shall be held at a time, date and place as determined by the Board of Directors.
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.
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. QUORUM. 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. PROCEDURE. “Roberts Rules of Order” shall govern the conduct of meetings
Section 1. OFFICERS. The officers of this Chapter shall be a President, one or more Vice-Presidents, a Secretary/Treasurer and an Executive Director.
Section 2. ELECTION AND TERM OF OFFICERS. 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. The term for Secretary/Treasurer is exempt from term limits.
Section 3. PRESIDENT. 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.
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 4. VICE-PRESIDENT. A Vice-President shall, during the absence of the President perform the duties of the President.
Section 5. SECRETARY/TREASURER. 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 6. EXECUTIVE DIRECTOR. The Executive Director, who shall be employed by the Board of Directors, shall have authority to make decisions for the routine Chapter administration and operations activities and to hire or dismiss all staff employees. Oversight includes keeping correct and complete financial records, member’s database and records including collection of dues, minutes of and records of meetings and all pertinent business records. Financial records prepared by the Executive Director shall be submitted monthly to the Treasurer and reviewed by the Board of Directors at each Board meeting. All property as well as the records are the ownership of the Chapter and shall be open for review and inspection by any officer of the elected Board of Directors. Financial institutions will be determined by the elected officers of the Board and funds are to be withdrawn or expended only over the signature of both the Executive Director and the Treasurer and either the President or Vice-President.
Section 1. BOARD OF DIRECTORS. 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 General Contractor members.
Section 2. BOARD ACTION WITHOUT MEETING. The Board of Directors is authorized to consider and vote on specific actions by mail, phone conference or electronically. The Board must be informed of the proposed action and the necessity of such action before it my take action electronically. All members of the Board shall be entitled to participate in matters under consideration. The electronic copy, signed consent, or a signed copy shall be placed in the Minute Book of the Chapter.
Section 3. 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 4. STATE DIRECTOR. – The State Director(s) shall be elected 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 5. 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.
The President and Immediate Past President shall serve as the nominating committee and 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 Board of Directors shall appoint an Executive Committee consisting of six members, with the Executive Director, serving as an ex officio committee member. The Executive Committee shall be comprised of the elected officers of the Board, being the President, Vice-President, Secretary/Treasurer, and State Director and two additional members. The Board shall endeavor to appoint a Committee Member from each of the following areas who may not be represented through one of the elected officer positions: Abilene, Lubbock, Midland/Odessa, and Wichita Falls.
Section 2. DUTIES. 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 the 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. RIGHT TO INDEMNIFICATION. Any Director or Officer of the Chapter is entitled to a defense and indemnification from the Chapter to the full extent of Section 8.101 of the Texas Business Organizations Code, in connection with a proceeding, or threatened proceeding, in which such person is a respondent because the person is, or was, a Director or Officer of the Chapter.
Section 2. WRITTEN DEMAND FOR INDEMNIFICATION. Any Director or Officer who is entitled to defense and indemnification from the Chapter may make a written demand on the Board of Directors by serving the written demand on the President or the Secretary/Treasurer (unless the President and Secretary/Treasurer are both making the demand, in which case service may be made on any other officer of the Chapter). If the Board of Directors does not, within ten (10) days after service of the written demand, determine that the Director or Officer is entitled to defense and indemnification, the Director or Officer may, within ten (10) days following the date of service of the demand, apply to a court of general jurisdiction in the county where the Chapter maintains its principal office, to determine by Declaratory Judgment whether or not the Director or Officer has met the standards set forth in Section 8.101 of the Texas Business Organizations Code. If the court determines that the conduct of the Director or Officer was such as to meet those standards, the court may, in its discretion, order the Chapter to defend and indemnify the Director or Officer to the same extent as if the Board of Directors had originally made the determination.
Section 1. RESOLUTIONS. 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. AMENDMENT. 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.