||Article I. Name, Location, Seal
Sec. 1 Name. The name of the Association shall be the Roofing Contractors Association of Southern California, Inc.
Sec. 2 Location. The location of the principal office shall be as established by the Board of Directors.
Sec. 3 Seal.
Article II. Objects
Sec. 1 The objects of the Association shall be as follows
a. To develop the roofing and waterproofing contracting business, and to improve the interests and welfare of its members.
b. To establish and secure the use of superior quality materials and workmanship, and by better public service, to contribute to the advancement of the industry in all its branches.
c. To promote harmonious relations between the members and their employees.
d. To obtain and make available pertinent data and information relative to the industry.
e. Generally, to secure to its members the benefits of cooperation in the furtherance of their legitimate pursuits.
Article III. Membership
Sec. 1 Classes of membership
a. Contractor members. Any roofing contracting firm holding a C-39 State of California Contractors License, as well as maintaining workers compensation insurance and general liability, and who maintains certificates of those insurances with the association office, acceptable to the Board of Directors are eligible for such membership. The terms of membership shall be set forth in the Membership Application.
b. Associate Members. Any firm or individual
engaged in the manufacturing and/or supplying of materials, equipment, or services used by the contractor shall be eligible for Associate Membership.
c. Honorary Members. Any company, who in the
opinion of the Board of Directors, has performed some distinguished service in, or related to the roofing Industry, and who is not currently an RCASC Contractor or Associate memberships, may be elected by the board to Honorary Membership for a period of one year. An honorary member shall pay no dues and shall be entitled to all privileges except those of voting and holding office. The endowment of the honorary status shall be reviewed at the discretion of the Board of Directors of RCASC, not less than annually, and be subject to retraction by the Board
Sec. 2 Application All applications for membership shall be made to the Executive Director. Applications shall be referred to the Board of Directors for approval.
Sec. 3 Termination of Membership. Membership in the Association shall cease upon the lapse of four months delinquency of dues, or upon withdrawal of the member from active participation in the industry.
Article IV. Revenue
Sec. 1 The revenue of the Association shall be derived from dues of members and such other sources as designated by the Board of Directors or the Board of Governors.
Sec. 2 The dues for all classes of membership shall be established by the Board of Directors.
Sec. 3 The fiscal year of the Association shall be from January 1 to December 31.
Article V. Officers
Officers. The elected officers shall be a President, a Vice President, a Secretary/Treasurer, and the Immediate Past President. The officers shall serve a term of one year.
Qualifications. To be eligible for election to office a representative must be from an active Contractor Member firm.
Duties. It shall be the duty of the President to preside at all meetings of the Association, the Board of Directors, to appoint committees, and to perform such duties as pertain to the office.
Article VI. Board of Directors
Qualifications. Terms and Number. The Board of Directors shall consist of not more than 15 elected Directors. The number of Union Contractor members shall exceed the number of Non Union Contractor members. The number of Union Contractor members shall exceed the number of Associate members.
The term of office shall be for three years. After the completion of two consecutive terms, no Director shall be eligible for re-election until after an interval of one year after his previous term of office. To be eligible for election to the Board of Directors a representative must be from an active member firm in good standing, and be an officer, agent, or authorized employee of said firm.
In the event any member of the Board of Directors during the term of office ceases to be an officer, agent or authorized employee, or a member of the Association for any reason, he or she shall no longer be qualified to act as a member of the Board, and a vacancy on the Board shall occur. The Board, by majority vote may remove any member of the Board for Cause. Should a vacancy occur on the Board it shall be filled by the Board of Directors for the unexpired term.
The elected Officers and Directors shall constitute the full Board of Directors, performing such duties and exercising such powers as delegated to them in these By Laws. The Board may adopt such policies and take such action not inconsistent with these By Laws for the government of the Association and its members as the Board may deem proper.
Article VII. Board of Governors
The Board of Governors shall be elected by the Board of Directors at the annual meeting of the membership of the Association, or at any special meeting when proper notice is given, and shall hold office for the ensuing three (3) calendar years, beginning January 1 of the year following. The Board shall consist of five members. Only those individuals who have previously been members of the Board of Directors for at least five years are eligible. Only one person from the same member company may serve on the Governors at the same time. Membership in the Association is required. The Governors shall meet quarterly for the purpose of reviewing all activities of the Association, as well as performing any such other duties assigned by the Board of Directors.
The Governors may attend and participate in all meetings of the Board of Directors, and may vote on matters before the Board. In the event a member of the Directors and a member of the Governors, each from the same firm, are both present at a meeting of the Board of Directors, only the Governor member will be allowed to vote. For purposes of determining if a quorum is present the Board of Directors meeting Governors will not be included in the tally.
Article VIII. Nominating Committee and Elections.
Sec. 1 Nominating Committee. The Nominating Committee for the election of the Board of Directors and the officers shall be appointed by the President.
Sec. 2. Election. The election of Directors shall take place on the last official meeting of the year. Nomination, in addition to those of the Nominating Committee, may be made at the meeting, or by written petition. Officers shall be elected by the Board of Directors.
Article IX. Installation and Vacancies
Sec. 1 Officers and Directors elected shall assume office at the January meeting.
Sec. 2 Vacancies. In the event of the absence, incapacity, death, or resignation of the President, the Immediate Past President shall complete the term of office. Unexpired term vacancies in the Board shall be filled by the Board.
Article X. Meetings.
Sec. 1 Annual. The Annual Meeting of the Association shall be held each year at such place and time of duration as may be determined by the Board of Directors.
Sec. 2 Monthly. The monthly meetings of the Association shall be held on the fourth Tuesday of the month.
Sec. 3 Board. The Board of Directors shall meet on a monthly basis, shall be called by the President, and shall have at least five days notice.
Sec. 4 Quorum. Five members of the Board of Directors shall constitute a quorum for the transaction of business, but fewer may meet and adjourn from time to time.
Sec. 5 Governors. The Governors shall meet quarterly, or as directed by the Directors.
Sec. 6 Notice. It shall be the duty of all members to keep on file with the Director of the Association an address to which all notices required by the Minutes, By Laws and rules and regulations of the Association may be sent. For the mailing of any such notices of any regular or special meeting such last known address shall be sufficient and conclusive notice upon such member.
Article XI. Committees
The Board of Directors, or the President acting alone, may from time to time constitute and create committees and fill the membership of said committees from the membership at large of the Association.
Article XII. Executive and Staff
Sec. 1 Appointment. The Board of Directors shall employ a salaried staff head who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board of Directors.
Sec. 2 Authority and Responsibility. The Executive Director shall be the chief executive of the Association, responsible for all management functions. He or she shall manage and direct all activities of the Association as prescribed by the Board of Directors. He or she shall employ and may terminate the employment of members of the staff necessary to carry on the work of the Association and fix the compensation within the approved budget. As Executive Director he or she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Association.
Article XIII. Amendments
These By Laws may be amended by the Board of Directors at any regular or special meeting. Said amendments to continue in effect until the next regular meeting of the membership, at which time they must be submitted to the membership at large for approval or rejection.
Article XIV. Parliamentary Authority.
In all instances not covered by these By Laws, Roberts Rules of Order Revised shall apply in all questions of procedure and parliamentary law.
Article XV. Dissolution
The Association shall use its funds only to accomplish the objectives and purposes specified in the By Laws, and no part of said funds shall inure or be distributed to the members of the Association. On dissolution of the Association the remaining assets, if any, shall be distributed equally to each of the then existing members in good standing whose membership has not been terminated or canceled.