ARTICLE I

1.1 The name of the association shall be the Hampton Roads Utility and Heavy Contractors Association, Inc., a corporation of the Commonwealth of Virginia.

1.2 Corporate Seal: The board of directors shall provide a suitable seal containing the name of the corporation, which seal shall be in the possession of the secretary or his/her designated representative.

1.3 Principal office: shall be established and maintained in the Commonwealth of Virginia.

ARTICLE II

2.1 Purpose:

2.1.1 To promote the common business interests of those engaged in the utility and heavy construction industry.

2.1.2 To afford due consideration to and expression of opinion upon questions affecting the industry.

2.1.3 To cooperate with other industries and organizations.

2.1.4 To conduct or engage in all lawful activities in furtherance of the purposes of the association.

2.1.5 To promote ethical practices within the utility and heavy construction industry.

ARTICLE III

3.1 Restrictions:

3.1.1 The association will not take action which will violate any laws, federal, state, or local, dealing with monopolies, restraint of trade, fixing of prices, distribution of industry products, restriction of output, or other related subjects. It is the policy of the association that all members should comply with all applicable laws governing anti-trust and trade restraints and should not at any time engage in any activities which would violate any laws dealing with monopolies and restraint of trade.

ARTICLE IV

4.1 Membership:

4.1.1 Qualifications: membership in this association is open to any person, firm, or corporation associated with the construction industry.

4.1.2 Types: membership in this association shall be of five general types; a) contractor; b) associate; c) individual; d) municipal; e) honorary.

a) Contractor: any person, firm or corporation who is actively engaged in the construction industry as a contractor or subcontractor

b) Associate: any person, firm, or corporation who is actively engaged in the construction industry, as a supplier of equipment, materials or services.

c) Individual: any firm or person with two (2) or less employees who is either a contractor, subcontractor or engaged in the construction industry as a supplier of equipment, materials or services.

d) Municipal: any federal, state or local governmental agency or entity.

e) Honorary: may be appointed by the membership by the vote of three-fourths of the members present at the first general membership meeting following ten days prior written notification.

4.2 Voting members: the privileges of voting on matters brought before this association shall be limited to those contractors, associates, and individual members in good standing. Each dues paying member shall be limited to one vote.

4.3 Election of members: any person, firm, or corporation eligible to membership under these By-laws may be elected to membership on written application. For such election, a majority of votes of the board of directors is required.

4.4 Duration of membership and resignation: membership in this association may be terminated by voluntary withdrawal as herein provided, or otherwise in pursuance of these Bylaws. All rights, privileges and interests of a member in or to the association shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the board of directors at the next succeeding meeting of the board of directors. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.

4.5 Suspension and expulsion: any member may be terminated for cause. Sufficient cause for such termination of membership shall be violation of the By-laws or any lawful rule or practice duly adopted by the association, or any other conduct prejudicial to the interests of the association. Suspension or expulsion shall be by two-thirds vote of the entire membership of the board of directors provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least twenty (20) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.

ARTICLE IV

5.1 Fee: (Association) The annual fee for each member of the association and terms of payment of all fees shall be determined by the board of directors.

5.2 Fee Year: This association’s fee year shall be from January 1 to December 31.

5.3 Association fee collection: The responsibility for the collection of this association’s fees shall fall to the Treasurer, except that the Executive Director shall be empowered to assist the Treasurer by issuing appropriate billings, collecting fees owed, and depositing funds in the association account. The general counsel of the Association shall be empowered to collect delinquent fees of the Association.

5.4 Delinquency: Members are delinquent when they fail to pay invoices from the Association within such time as may be designated by the Board of Directors. Failure to pay invoices on a timely basis will cause the member to be dropped from the active rolls of the Association. Any member who maintains any account with the Association greater than 90 days past due is placed on the inactive list of members.

5.4.1 The board of directors shall be empowered to extend the time for payment of dues upon request from a member and for good cause shown.

5.5 Reinstatement: a member who has been dropped from the rolls, may be reinstated by the board of directors, by a majority vote, upon full compliance with the By-laws of the association and payment of all outstanding dues and financial obligations to the Association.

ARTICLE VI

6.1 Meetings: Annual: there shall be an annual meeting of this association during the month of November for the election of association officers and members of the board of directors, receiving annual reports, and the transaction of other business. Notice of such meeting, signed by the Secretary, shall be mailed to the last recorded address of each member at least ten (10) days before the time appointed for the meeting.

6.2 Regular: regular meetings of this association shall be called by the President. Notice of time and place shall be mailed to each member at his last recorded address five (5) days before the time appointed for the meeting.

6.3 Special: special meetings of the association may be called by the President or board of directors, or shall be called by the President upon written request of five (5) members of the association. Notice of any special meetings shall be mailed to each member at his last recorded address at least ten (10) days in advance, with a statement of the time, place, and information as to the subject(s) to be considered.

6.4 Quorum: twenty (20) members at any meeting of this association shall constitute a quorum, and, in case there may be less than this number, the presiding officer may adjourn the meeting until a quorum is reached.

6.5 Rules of Order: order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these By-laws.

ARTICLE VII

7.1 Officers and Duties of Offices: elected officers shall be President, President-Elect, Vice-President(s), Secretary/Treasurer.

7.2 Persons who hold the offices of President, President-Elect, Vice President(s), Secretary/Treasurer, shall by virtue of their offices, be Directors during the terms of their respective offices. The retiring President shall be a member of the board of directors for one year following the expiration of his/her term of office as President, or for two years if the successor to said retiring President shall serve two successive terms.

7.3 No person except a voting member shall be eligible for election as an officer or member of the board of directors.

7.4 The duties of the officers shall be as follows:

President shall preside at all membership meetings, make annual reports on activities of the organization, appoint all committees, see that all books, reports, and certificates required by law are properly kept and filed and have such other and further powers as may be reasonable construed as belonging to the executive of an organization. The President shall preside at all meetings of the organization and shall be a member of the board of directors. The President shall serve as Chairman of the board of directors and shall be an ex-officio member of all and special committees and shall be the chief spokesperson of the organization in all dealings with other groups or individuals.

President-Elect shall, in the absence or inability of the President to exercise his/her office, become acting President of the organization, with all rights, privileges, and powers of the office of President. He/she shall be a member of the board of directors.

Vice President(s) shall be of such number and shall perform such duties as may be established by the Board of Directors.

Secretary/Treasurer shall cause to be kept an accurate record of the proceedings of all meetings of the association and its board of directors in books belonging to the association, which books shall be open at all reasonable times to the inspection of any member of the association and of the board of directors; he/she shall cause to be published all required notices. In the event of his/her absence from any meeting, a Secretary protempore may be appointed in his/her place by the Chairman of the board of the presiding officers. The Secretary/Treasurer shall have charge of the seal of the corporation and shall, subject to the direction and under the supervision of the board of directors have general charge of the financial of the association. He/she shall, together with such officers as the board of directors may designate, sign checks against the deposits of the association. He/she shall collect monies from time to time due and owing to the association, and shall deposit and disburse the same pursuant to the instructions of the board of directors. He/she shall cause to be kept, books, in which the names of the members of the association shall be recorded. He/she shall also cause to be kept, accurate books of account, which shall be the property of the association, and he/she shall render a statement of the financial affairs of the association to the board of directors, quarterly, or whenever required, and at each Annual meeting of the association, submit a complete statement of his/her account as Treasurer, showing all receipt and expenditures of the preceding calendar year. If required by the board of directors, he/she shall give bond for the faithful with such surety or sureties as the board of directors shall require; premium for such bond shall be paid by the association.

Directors shall elect two (2) two-year Directors each year. The following year, these Directors will carry over without re-election as a one-year Director. One-year Directors will only be elected when a vacancy exists due to a member leaving membership of the Association. Executive Director shall be appointed by the board of directors, and shall have and maintain an up-to-date record of all members and their addresses so that he may send notices of meetings and other mailings. He shall also maintain correspondence with other organizations, in the best interests of this association.

The Executive Director shall manage the affairs of the association and be directly responsible to the President and board of directors. He shall perform the duties as described in the Job Description for HRUHCA Executive Director.

7.5 Election of Officers and Members of the Board of Directors: the President, President-Elect, Vice-Presidents, Secretary/Treasurer and members of the board of directors, shall be elected annually by the voting membership at the association’s annual meetings, except that the President-Elect shall automatically succeed to the office of President. They shall hold office for one year or until their successors have been elected or qualified. In the event of death, resignation or incapacity of an officer, or member of the board of directors, his/her successor shall be elected by a three-fourths vote of the board of directors for the unexpired terms.

ARTICLE VIII

8.1 Board of Directors: composition

8.1.1 Board of Directors shall be comprised of this association’s current office the immediate past president and one-year and two-year directors.

8.2 Executive Committee: The Executive Committee of the Board of Directors shall be comprised of the current President, President-Elect, Vice-President or the Immediate Past President, and two other Board members appointed by the President. The Executive Committee shall meet upon the call of the President. For the Executive Committee to transact business there shall be at least three members present.

8.3 Powers of the Executive Committee: The Executive Committee shall be empowered to conduct any of the affairs and exercise any of the powers of the Board of Directors in the management of the affairs and business of the Corporation as may be delegated to the Executive Committee by the Board of Directors, except the power to amend or repeal the Bylaws or amend or revoke the Articles of Incorporation of the Corporation.

8.4 Duties of Board of Directors:

8.4.1 Board of Directors shall guide and be responsible for the management of the association. of Directors shall meet at the call of the President. Meetings of the board of directors may also be called by written request of a majority of the Board. Upon failure or refusal of the President to call such a meeting, the board of directors shall be empowered to meet on its own initiative and to set the date, place and time for such meeting so called. Board of directors shall meet at least quarterly.

8.5 Quorum:

8.5.1 For the board of directors to transact business there shall be at least five (5) members present.

ARTICLE IX

9.1 Committees of the Association:

9.1.1 Standing: Following committees shall be standing: nominating finance and long range planning, membership activities, scholarships and awards, specifications, safety, membership development, legislative action, By-laws, Grievance, Past Presidents and Executive Committee.

9.1.2 Other Committees: The president to appoint such other committees from time to time on an as-needed basis.

9.1.3 Committee Membership: Members of all committees of the Association shall act in accordance with the Association’s Committee Procedures.

9.1.4 Duties of Committees: The duties of each committee of the Association shall be established by the Board of Directors.

ARTICLE X

10.0 General Matters:

10.1.1 Books, records, and minutes: all of meeting shall be kept at the principal office the association. All records shall be opened for inspection by members in good standing at time, which will not unreasonable interfere with the regular business of the association.

10.1.2 Fiscal year: of the association shall be January 1 through December 31.

10.1.3 Amendments of the By-laws: such proposals shall be transmitted to the members of the association not less than fifteen (15) days prior to the general membership meeting. The proposed amendments shall be voted on at the general membership meeting of the association, next following the meeting at which it was proposed and shall be approved if two-thirds (2/3) of those present at any regular or special meeting of the general membership of the association.

10.1.4 Termination: Any officer or member of the board of directors may resign by giving written notice to the President and Secretary of the association. Such resignation to take effect upon acceptance by the board of directors. Any officer or director may be removed from office with cause, by vote of the members of the association in good standing, by two-thirds (2/3) of those present at any regular or special meeting of the general membership of the association.

10.1.5 Attendance limits: board of directors has the authority to limit attendance at any or special meeting of the association to members in good standing only.

10.1.6 Member obligations: each member is obligated to comply with the association’s By-laws to remain in good standing.

10.1.7 Affiliation: should the association become affiliated with any national or regional associations, dues or fees collected on behalf of that affiliation shall be transmitted in accordance with agreement of that affiliation.